Post-effective Amendment to Registration Statement (pos Am)
January 08 2021 - 5:29PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on January 8, 2021
Registration
No. 333-236923
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 1
to
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TAURIGA
SCIENCES, INC.
(Exact
Name of Registrant as Specified in its Charter)
Florida
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|
30-0791746
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(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
(I.R.S.
Employer
Identification
Number)
|
4
Nancy Court, Suite 4
Wappingers
Falls, NY 12590
Tel.
917-796-9926
(Address,
including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
Seth
M. Shaw
Tauriga
Sciences, Inc.
555
Madison Avenue, 5th Floor
New
York, NY 10022
Telephone:
(917) 796-9926
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Rimon
Law P.C.
Theodore
Ghorra
245
Park Avenue, 39th Floor
New
York, NY 10167
Approximate
date of commencement of proposed sale to the public: From time to time after the effectiveness of this Registration Statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. [ ]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[ ]
(Do not check if a smaller reporting company)
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Smaller
reporting company
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[X]
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EXPLANATORY
NOTE –
DEREGISTRATION
OF SECURITIES
This
Post-Effective Amendment relates to the Registration Statement on Form S-1 (Commission File No. 333-236923), originally filed
by Tauriga Sciences, Inc., a Florida corporation (“Tauriga”), with the Securities and Exchange Commission (the
“SEC”) on March 5, 2020 (the “Registration Statement”), registering 76,000,000 shares of
Tauriga’s common stock for resale, from time to time, by the selling shareholder named in the Registration Statement. The
Registration Statement was declared effective by the SEC on March 16, 2020.
Tauriga
has no further obligation to maintain effectiveness of the Registration Statement. In accordance with an undertaking made by Tauriga
in the Registration Statement to remove from registration by means of a post-effective amendment any securities which remain unsold
at the termination of the offering, this Post-Effective Amendment No. 1 is being filed to terminate the effectiveness of the Registration
Statement and to remove from registration all securities registered but not sold under the Registration Statement. As a result
of this deregistration, no securities remain registered for resale pursuant to the Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Tauriga Sciences, Inc. certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment No.
1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on January 8, 2021.
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TAURIGA
SCIENCES, INC.
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By:
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/s/
Seth M. Shaw
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Name:
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Seth
M. Shaw
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Title:
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Chief
Executive Officer
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Note:
Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement.
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