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):
September 10, 2019
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 5.07 Submission of Matters to a Vote of Security Holders
On September 10, 2019, 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 61,096,335 shares of common stock represented in person or by proxy of the 75,895,090 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 the proposals to be approved. The Company’s shareholders approved the proposals listed below, the final votes on which were as follows:
1. The shareholders approved an amendment to the Company’s amended Articles of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.00001 per share, from 100,000,000 shares to 400,000,000 shares.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 54,457,852 | 6,296,445 | 342,038 | - |
2. 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 proposal.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 55,755,718 | 4,746,468 | 594,149 | - |
Item 7.01 Regulation FD Disclosure.
On September 10, 2019, 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 |
| Exhibit Number | Description | ||
| 99.1 | Press release, dated September 10, 2019 |
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: September 10, 2019
| TAURIGA SCIENCES, INC. | ||
| By: | /s/ Seth M. Shaw | |
| Seth M. Shaw | ||
| Chief Executive Officer | ||
Tauriga Sciences, Inc. Obtains Approval of its Stockholders to Increase its Authorized Common Stock at Special Shareholder Meeting
New York, New York 09/10/2019. — Tauriga Sciences, Inc. (OTCQB: TAUG) (“Tauriga” or the “Company”), a revenue generating Company that operates through the development, distribution, and licensing of proprietary products as well as the evaluation of potential acquisition opportunities and equity investments, today announced that its stockholders approved an increase in the number of authorized shares of common stock of the Company from 100,000,000 to 400,000,000 at its Special Meeting of Stockholders held at 9:00am EST on September 10, 2019 at its Corporate Headquarters in Midtown Manhattan (the “Special Meeting”). At the Special Meeting, there were 61,096,335 shares of common stock represented either by proxy or in person of the 75,895,090 shares of common stock entitled to vote, constituting a quorum (80.50% Shares Voted).
The primary purpose of the Special Meeting was to approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock of the Company from 100,000,000 shares to 400,000,000 shares (Defined By: Proposal # 001). Of the voted shares, there were 54,457,852 shares, or 89.13%, that voted in favor of the increase of the authorized common stock as recommended by the Board of Directors.
Tauriga’s Chief Executive Officer, Seth M. Shaw, commented, “By successfully amending its number of authorized shares, the Company believes it has established a capital structure conducive to the potential acquisition of businesses or product lines that could enhance its current activities. However, the Company and its Board of Directors continue to be mindful of dilution and will work diligently to curtail future share dilution – to the best of their ability. We wish to thank all Tauriga Sciences Inc. shareholders for their continued support as we focus on building a successful future.”
ABOUT TAURIGA SCIENCES INC.
Tauriga Sciences, Inc. (TAUG) is a revenue generating Company that operates through the development, distribution, and licensing of proprietary products as well as the evaluation of potential acquisition opportunities. One such opportunity on which the Company has acted, involves the Company having entered into the cannabidiol (or “CBD”) infused chewing gum product business, as more fully described above and in prior press releases. This CBD infused chewing gum product has been branded under the following name: Tauri-Gum™. See also our periodic reports filed by us with the SEC for a more complete description of our business and material agreements that we have entered into. Further, the Company continues to identify and evaluate additional potential opportunities to generate revenue, as well as shareholder value, and leverage its resources and expertise to build a diversified and sustainable business model. Please visit our corporate website at www.tauriga.com.
In addition, on March 11, 2019, the Company announced the official launch of its E-Commerce site - as part of its Tauri-Gum™ commercialization strategy. This site can be accessed by visiting the following URL address: www.taurigum.com
The Company has established corporate offices in both New York City (USA) and Barcelona (Spain).
DISCLAIMER — 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:
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
Corp. Website: www.tauriga.com
E-Commerce Website: www.taurigum.com