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 6, 2018
TAURIGA SCIENCES, INC.
(Exact Name of Registrant as Specified in Charter)
| Florida | 000-53723 | 30-0791746 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
555 Madison Avenue 5th Floor Suite 506 New York, NY 10022 |
10022 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (917) 796-9926
(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))
Item 3.03 Material Modifications to Rights of Securities Holders.
The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 12, 2018, Tauriga Sciences, Inc. (the “Company”) held a meeting of its board of directors. The matters voted on and approved at the meeting included an amendment to the Company’s Articles of Incorporation to decrease the number of authorized shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”) from 7,500,000,000 to 100,000,000 shares and to effect a reverse stock split of the Company’s Common Stock at a ratio of 1-for-75 (the “Reverse Stock Split”).
On June 8, 2018, the Company filed Articles of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Florida to decrease the number of authorized shares of the Company’s Common Stock from 7,500,000,000 to 100,000,000 and to effect a 1-for-75 reverse stock split of the Company’s Common Stock. The Reverse Stock Split became effective at 12:01 a.m. on July 9, 2018. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
As a result of the Reverse Stock Split, each seventy-five (75) shares of the Company’s issued and outstanding Common Stock has been automatically combined and converted into one (1) issued and outstanding share of Common Stock. The Reverse Stock Split has affected all issued and outstanding shares of Common Stock, as well as Common Stock underlying stock options, warrants and other convertible securities outstanding immediately prior to the effectiveness of the Reverse Stock Split. The Reverse Stock Split has reduced the number of outstanding shares of the Common Stock outstanding prior to the Reverse Stock Split from 4,078,179,672 shares to 54,377,316 shares immediately following the stock split.
No fractional shares will be issued as a result of the Reverse Stock Split, and any such stockholders whose number of post-split shares would result in a fractional number will have his/her/its shares rounded up to the next number of shares.
ClearTrust, LLC is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.
On July 6, 2018, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Articles of Amendment to the Articles of Incorporation of Tauriga Sciences, Inc. |
| 99.1 | Press Release issued by Tauriga Sciences, Inc. on July 6, 2018. |
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 thereunto duly authorized.
Date: July 9, 2018
| TAURIGA SCIENCES, INC. | ||
| By: | /s/ Seth M. Shaw | |
| Name: | Seth M. Shaw | |
| Title: | Chief Executive Officer | |
Tauriga Sciences Inc. Receives Confirmation from FINRA that its Reverse Split will take Effect at Open of Trading Monday July 9, 2018; the Company’s Ticker Symbol will be Amended to “TAUGD” for a Period of 20 Business Days
NEW YORK, NY, July 6, 2018 /PRNewswire/ Tauriga Sciences, Inc. (OTC PINK: TAUG) (OTC PINK: TAUGD) (“Tauriga” or the “Company”), engaged in building its business through the development, distribution, and licensing of proprietary products as well as the evaluation of potential acquisition opportunities and equity investments, today confirmed that the reverse stock split of its common stock, on a 1 for 75 ratio, will take effect at the open of trading on Monday: July 9, 2018. Tauriga’s common stock will begin trading on a split-adjusted basis on OTC Pink under temporarily amended ticker symbol “TAUGD”. After a period of 20 business days (subsequent to July 9, 2018), the Company’s ticker symbol will revert back to “TAUG”. The new CUSIP number for the common stock following the reverse stock split is: 87669X205.
As a result of the reverse stock split, Tauriga’s issued and outstanding shares of common stock will decrease from approximately 4,078,179,672 pre-split shares to approximately 54,377,316 post-split shares. The reverse stock split will also effect a reduction in the number of shares of common stock issuable upon the exercise of stock options and warrants, and upon the conversion of the Company’s remaining convertible notes. The number of authorized shares of the Company’s common stock will be decreased from 7,500,000,000 to 100,000,000.
No fractional shares will be issued as a result of the reverse stock split, and any such stockholders whose number of post-split shares would result in a fractional number will have his/her/its shares rounded up to the next number of shares.
ClearTrust, LLC is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.
About Tauriga Sciences, Inc.
Tauriga Sciences, Inc. (OTC PINK: TAUG) is engaged in building business through the development, distribution, and licensing of proprietary products as well as the evaluation of potential acquisition opportunities/equity investments. The Company is currently evaluating potential acquisition candidates, as previously disclosed, to create lasting shareholder value. Additionally, the Company is working diligently to identify potential opportunities to generate revenue and leverage its considerable resources and expertise to build a diversified and sustainable business model. Please visit our corporate website at www.tauriga.com
Forward-Looking Statements
This press release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 which represent management’s beliefs and assumptions concerning future events. These forward-looking statements are often indicated by using words such as “may,” “will,” “expects,” “anticipates,” believes, “hopes,” “believes,” or plans, and may include statements regarding corporate objectives as well as the attainment of certain corporate goals and milestones. Forward-looking statements are based on present circumstances and on management’s present beliefs with respect to events that have not occurred, that may not occur, or that may occur with different consequences or timing than those now assumed or anticipated. Actual results may differ materially from those expressed in forward looking statements due to known and unknown risks and uncertainties, such as are not guarantees of general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to consummate successful acquisition and licensing transactions, fluctuations in exchange rates, and other factors over which Tauriga has little or no control. Many of these risks and uncertainties are discussed in greater detail in the “Risk Factors” section of Tauriga’s Form 10-K and other filings made from time to time with the Securities and Exchange Commission. Such forward-looking statements are made only as of the date of this release, and Tauriga assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. You should not place undue reliance on these forward-looking statements.
CONTACT INFORMATION
Tauriga Sciences, Inc.
555 Madison Avenue, 5th Floor
New York, NY 10022
Chief Executive Officer
Mr. Seth M. Shaw
Email: sshaw@tauriga.com
cell # (917) 796 9926
www.tauriga.com