Current Report Filing (8-k)
November 23 2021 - 3:35PM
Edgar (US Regulatory)
0001142790
false
false
0001142790
2021-11-22
2021-11-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
November
22, 2021
Commission
File #: 000-53723
TAURIGA
SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Florida
(State
or other jurisdiction of incorporation)
30-0791746
(IRS
Employer Identification Number)
4
Nancy Court, Suite 4
Wappingers
Falls, NY 12590
(Address
of principal executive office)
Tel:
(917) 796-9926
(Registrant’s
telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol
|
|
Name
of each exchange on which registered
|
Common
Stock, par value $0.00001 per share
|
|
TAUG
|
|
OTCQB
|
Item
5.07 Submission of Matters to a Vote of Security Holders
On
November 22, 2021, Tauriga Sciences, Inc. (OTCQB stock symbol: TAUG, the “Company”) held a special meeting (the “Special
Meeting”) of its shareholders. At the Special Meeting, there were 197,827,406 shares of common stock represented in person or by
proxy of the 290,421,214 shares of common stock entitled to be cast, constituting a quorum. Of the shares of common stock cast, a majority
of such shares needed to vote in favor of Proposal 1 to be approved were cast; and with respect to Proposal 2, a plurality of the shares
needed to elect each of the director nominees set forth in the Proxy Statement were cast.
The
matters voted on at the Special Meeting and the results of the respective votes were as follows:
Proposal
1. Approve an amendment to our Articles of Incorporation to (collectively, “Proposal 1”) to: (i) allow for consideration
of the change of the name of our Company to Sublingual Technologies Inc.; (ii) to allow, including under the Florida Business Corporations
Act Section 607.1002, action by our Board of Directors to affect a change in the name of our Company without shareholder approval; and
(iii) to increase the total number of authorized shares of common stock, par value $.00001 per share (“Common Stock”) from
400,000,000 to 750,000,000 shares;.
FOR
|
|
|
AGAINST
|
|
|
ABSTAIN
|
|
|
BROKER NON-VOTES
|
|
|
169,838,815
|
|
|
|
21,158,545
|
|
|
|
6,830,046
|
|
|
|
|
|
Proposal
2. Election as director of the following nominees as specified in the Proxy Statement (“Proposal 2”):
NAME
|
|
FOR
|
|
|
AGAINST
|
|
|
ABSTAIN
|
|
|
BROKER NON-VOTES
|
|
Seth M. Shaw
|
|
|
119,948,084
|
|
|
|
8,353,509
|
|
|
|
2,535,070
|
|
|
|
66,990,743
|
|
Thomas J. Graham
|
|
|
123,273,157
|
|
|
|
4,671,508
|
|
|
|
2,891,998
|
|
|
|
66,990,743
|
|
James V. Rosati
|
|
|
123,396,516
|
|
|
|
4,166,475
|
|
|
|
3,273,672
|
|
|
|
66,990,743
|
|
Chris Sferruzzo
|
|
|
123,563,819
|
|
|
|
4,133,746
|
|
|
|
3,139,098
|
|
|
|
66,990,743
|
|
Proposal
3. The shareholders approved the proposal to adjourn the Special Meeting, if necessary, including to solicit additional proxies in
the event that there were not sufficient votes to attain quorum or to approve any of the foregoing proposals.
FOR
|
|
|
AGAINST
|
|
|
ABSTAIN
|
|
|
BROKER NON-VOTES
|
|
|
183,374,051
|
|
|
|
10,193,613
|
|
|
|
4,259,742
|
|
|
|
|
|
Item
7.01 Regulation FD Disclosure.
On
November 23, 2021, the Company issued a press release announcing the voting results of the special meeting of its shareholders. The press
release is attached hereto as Exhibit 99.1.
The
press release attached hereto as Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes
of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the
liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange
Act.
Item
9.01 Exhibits Statements and Exhibits
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Tauriga
Sciences, Inc.
|
|
|
|
Date:
November 23, 2021
|
By:
|
/s/
Seth M. Shaw
|
|
Name:
|
Seth
M. Shaw
|
|
Title:
|
Chief
Executive Officer
|
Tauriga Sciences (CE) (USOTC:TAUG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Tauriga Sciences (CE) (USOTC:TAUG)
Historical Stock Chart
From Jul 2023 to Jul 2024