Current Report Filing (8-k)
04 May 2019 - 12:30AM
Edgar (US Regulatory)
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):
April
30, 2019
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)
555
Madison Avenue, 5
th
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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ITEM
1.01 Entry into a Material Definitive Agreement
On
April 30, 2019, Tauriga Sciences, Inc. (OTCQB stock symbol: TAUG, the “Company”) entered into a non-exclusive comprehensive
distribution agreement (the “Agreement”) with Sai Krishna LLC (“SKL”), a New Jersey based distributor,
with relationships in the Northeast region of the United States and Asia, with the intention of increasing and accelerating market
penetration of the Company’s Tauri-Gum
TM
product line in the applicable regions.
In
connection with the SKL Agreement, the Company has agreed to issue a one-time issuance of an aggregate of 1,000,000 restricted
(unregistered) shares the Company’s common stock, which are subject to the customary resale and transfer restrictions imposed
under the rules and regulations of the Securities and Exchange Commission. The foregoing equity issuance to SKL and the other
named persons affiliated with SKL shall be completed in a prompt manner in accordance with the following schedule: (i) to Mr.
Mahesh Lekkala, 500,000 restricted shares the Company’s common stock within ten (10) business days of April 30, 2019; and
(ii) to SKL, 500,000, which were permitted to be immediately allocated by SKL to persons within its organization and, as such,
(a) 250,000 of such shares shall be issued to Sai Krishna within ten (10) business days of April 30, 2019, and (b) 250,000 of
such shares shall be issued to Sai Krishna within ten (10) business days of August 1, 2019. Other than the payment terms for Tauri-gum
product purchased and distributed under the terms of the Agreement, there is no additional cash payment currently due or owing
by the Company thereunder.
The
SKL Agreement also contains customary representations, warranties and covenants, among other terms, for a transaction of this
type. The foregoing description of the SKL Agreement is not complete and is qualified in its entirety by reference to the provisions
of the SKL Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
In connection with the entry into the SKL
Agreement, the Company agreed to issue an aggregate of 1,000,000 shares of restricted (unregistered) common stock of the Company
to SKL and persons affiliated with SKL. The relevant description and terms of such equity issuance is more fully set forth in
Item 1.01 of this Current Report and in Exhibit 10.1 herewith and is hereby incorporated by reference in this Item 3.02.
Item
7.01 Regulation FD Disclosure.
Vice
President of Regional Sales & Marketing
In connection with the entry into the
SKL Agreement, the Company has agreed to engage Neelima Lekkala as an independent contractor in the role of Vice President of
Regional Sales & Marketing. Upon execution of such agreement, Ms. Lekkala shall be entitled to receive 250,000 restricted
(fully-vested) common stock shares of the Company in addition to being entitled to receive a commission-based cash compensation
based upon the gross sales generated by Ms. Lekkala from the sales of our Tauri-Gum
TM
product line.
4
th
Production Run of Tauri-Gum
TM
Completed and Fully Paid
As
previously reported by the Company’s in its Current Report filed with the Securities and Exchange Commission on April 15,
2019, the Company had ordered its fourth production batch (8,750 blister packs) of Tauri-Gum™ on April 8, 2019, for which
the Company had previously paid 50% of the contract cost to its manufacturer (Per Os Bio, LLC). Following the completion of this
latest production batch, on April 30, 2019 the Company paid the balance of this latest order – an additional $26,250. As
of the date of this Current Report, the Company has fully paid for all four of its Tauri-Gum
TM
production runs by its
product manufacturer – or an aggregate of $210,000 to date (not including additional monies allocated to Research and Development
Initiatives).
May
1, 2019 Press Release
On
May 1, 2019, the Company issued a press release announcing the entry into the SKL Agreement. A copy of the press release is furnished
herewith as Exhibit 99.1 to this Current Report.
The
information contained in Sections 7 and 9 of this Current Report on Form 8-K, including the information set forth in the Exhibits
furnished pursuant to Item 7.01, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section. As such, this information shall not be incorporated
by reference into any of the Company’s reports or other filings made with the Securities and Exchange Commission.
Item
9.01 Exhibits Statements and Exhibits
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:
May 3, 2019
TAURIGA
SCIENCES, INC.
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By:
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/s/
Seth M. Shaw
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Seth
M. Shaw
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Chief
Executive Officer
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