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EX-99.1 - TAURIGA SCIENCES, INC.ex99-1.htm
EX-10.1 - TAURIGA SCIENCES, INC.ex10-1.htm

 

 

 

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):

July 15, 2020

 

TAURIGA SCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Florida   000-53723   30-0791746

(State or other jurisdiction

of incorporation)

 

(Commission

File #)

 

(IRS Employer

Identification Number)

 

555 Madison Avenue, 5th Floor

New York, NY

(Address of principal executive office)

 

Tel: (917) 796-9926

(Registrant’s telephone number)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

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 3.02 Unregistered Sales of Equity Securities.

 

The information disclosed in Item 7.01 of this current report on Form 8-K are incorporated by reference in this Item 3.02.

 

Item 7.01 Regulation FD

 

On July 20, 2020, the Company issued a press release announcing the appointment of Dr. Keith Aqua (“Dr. Aqua) as an independent contractor to the position of Chief Medical Officer (“CMO”) effective immediately pursuant to the terms of a consulting agreement (the “Agreement”) dated July 15, 2020. The Agreement carries a term of of12 months expiring on July 15, 2021. In his capacity, Dr. Aqua will help the Company progress in the development of the Company’s proposed pharmaceutical grade version of Tauri-Gum™. In addition, Dr. Aqua will help establish a distribution network for the Company to market its Tauri-Gum™ brand to a variety of physicians and medical practices in southern Florida. In consideration of the services being provided by Dr. Aqua pursuant to the terms of the Agreement, the Company will issue Dr. Aqua (i) upon entry into the Agreement 750,000 shares of restricted common stock, (ii) 750,000 shares of restricted common stock which will be issued in equal monthly instalments of 62,500 shares beginning August 15, 2020 and (iii) $4,000 cash per quarter during the term of the Agreement, payable following the completion of each such quarter.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

The information set forth in the press release attached hereto as Exhibit 99.1 is hereby furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall the information in such press release filed an exhibit herewith be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01 Exhibits Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number
  Description
     
10.1   Consulting Agreement, dated July 15, 2020, by and between the Company and Dr. Keith Aqua.
     
99.1   Press Release, dated July 20, 2020

 

 

 

 

SIGNATURES

 

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.

 

Date: July 21, 2020

 

TAURIGA SCIENCES, INC.  
     
By: /s/ Seth M. Shaw  
  Seth M. Shaw  
  Chief Executive Officer