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):

January 28, 2014
 
Commission File #: 000-53723
 
TAURIGA SCIENCES, INC.
(Exact name of registrant as specified in its charter)
 
Florida
(State or other jurisdiction of incorporation)

65-1102237
(IRS Employer Identification Number)

39 Old Ridgebury Road
Danbury, Connecticut 06180
  (Address of principal US executive offices)

  Tel: (917) 796-9926
(Registrant’s telephone number)

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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
 
 
 
 
 
 
 
ITEM 2.01  COMPLETION OF ACQUISITION

On January 28, 2014 (the "Closing Date"), Tauriga Sciences, Inc., a Florida corporation, (the “Company”) completed its acquisition of Pilus Energy LLC, an Ohio limited liability company (“Pilus Energy”), pursuant to the terms of an Agreement and Plan of Merger, as amended by Amendment No.1 to the Agreement and Plan of Merger, dated January 28, 2014 (collectively, the “Merger Agreement”) by and among the Company, Pilus Acquisition, LLC, an Ohio limited liability company (“Pilus Acquiror”), Bacterial Robotics, LLC, an Ohio limited liability company (“BR”), Pilus Energy, Daniel J. Hassett, PhD, (“Hassett”) and Cody Harrison (“Harrison”), and such other individuals who joined as parties to the Merger Agreement by execution of a joinder agreement prior to the closing of the merger transaction.

Pursuant to the terms of the Merger Agreement, on the Closing Date, Pilus Acquiror merged with and into Pilus Energy, with Pilus Energy being the surviving entity and becoming a wholly owned subsidiary of the Company. The Company will pay BR a total cash consideration of $50,000, payable by February 20, 2014, in connection with the Closing, and issued Warrants exercisable for up to 100 million shares of Common Stock of the Company (the “Warrants”) to BR, its members and Pilus Energy’s members, who each exchanged, on a pro-rata basis, their membership interests in BR and Pilus Energy for the Warrants. A description of the Warrants and exchange of membership interests was contained in the Company’s Current Report on Form 8-K, dated November 27, 2013 and is incorporated by reference hereto.

In addition, the parties to the Merger Agreement, dated November 25, 2013, agreed to amend certain covenants and closing conditions thereto prior to the closing of the Merger. The material changes set forth in the Amendment No. 1 to the Merger Agreement included: (i) the elimination of the covenant that the Company complete a reverse stock split as a condition to closing of the Merger, (ii) a replacement of the requirement to raise $2.25 million by the Company within 180 days of execution of the Merger Agreement,  with a requirement that the Company instead agreed to pay BR (a) $75,000 upon the receipt by the Company of the first $1 million of funding for pilot programs or other projects utilizing the intellectual property assigned to the Company by Pilus Energy as part of the Merger and (b) $100,000 upon receipt by the Company of a second $1 million in funding by the Company for the purpose of funding projects that use the intellectual property acquired in the merger, (iii) revise certain Intellectual Property sections of the Merger Agreement to reflect the right to use certain Trademarks and Trade Secrets by Tauriga, (iv) add a covenant that the Company will cover the costs related to Pilus Energy’s intellectual property following the consummation of the Merger, (v) add a covenant that Tauriga  shall establish a stock option plan for BR, (vi) add a guarantee that key man insurance is in place by the closing of the Merger, (vi) address a plan for management of Pilus Energy following the merger, and (vii) revise the Merger Agreement to reflect the Assignment (and ownership) of certain Pilus Energy intellectual property, rather than the granting of a License to use such intellectual property.

In connection with the closing of the merger, BR, Jason E. Barkeloo, the Chief Executive Officer of BR, Hassett, Harrison and each member of Pilus Energy entered a Release and Covenant Not to Sue in favor of the Company, and a Standstill and Voting Agreement with the Company, agreeing to restrictions on acquisition of additional Company capital stock, transactions involving Company or proxy solicitations.  The BR and Pilus Energy members that were not previously a party to the Merger Agreement (at the time of initial signing on November 25, 2013), also signed a Joinder Agreement binding them to the terms of the Merger Agreement prior to the Closing. Each such agreement described in this paragraph are attached as exhibits to the Merger Agreement filed as Exhibit 2.1 on the Form 8-K filed by the Company on November 27, 2013.

The foregoing descriptions of the Merger Agreement, Amendment No. 1 to the Agreement and Plan of Merger, the Warrants, the Release and Covenant Not to Sue, the Standstill and Voting Agreement, the Joinder and the Assignment of Intellectual Property (collectively, the “Agreements”) do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreements. Further, the foregoing description of the Company's acquisition of Pilus Energy is qualified in its entirety by reference to the Agreements. The Merger Agreement was included as Exhibit 2.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission (the "Commission") on November 27, 2013 and is incorporated herein by reference. Each of Amendment No. 1 to the Agreement and Plan of Merger and the Assignment of Intellectual Property are attached as Exhibit 2.1 and 10.1, respectively, to this current report on form 8-K, and are incorporated herein by reference hereto.

This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy any securities. The securities described herein have not been registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act.
 
Item 8.01. Other Events.
 
On January 28, 2014, the Company issued a press release announcing the closing of the Company's acquisition of Pilus Energy. The press release is included as Exhibit 99.1 to this Current Report on Form 8-K (this "Form 8-K") and is incorporated herein by reference.
 
ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS
 
(d)           Exhibits

The following exhibits are furnished or filed as part of this Current Report on Form 8-K:
 
Amendment No.1 to the Agreement and Plan of Merger, dated January 28, 2014
Assignment of Intellectual Property, dated January 28, 2014.
Press Release of Tauriga Sciences, Inc., dated January 28, 2014.

 
 
2
 

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.
 
 
 
TAURIGA SCIENCES, INC
 
       
Date: February 3, 2014
By:
/s/ Seth M. Shaw
 
   
Seth M. Shaw
 
   
Chief Executive Officer
 
       
 
3
Exhibit 2.1
 
AMENDMENT NO. 1 TO
 
AGREEMENT AND PLAN OF MERGER
 
This Amendment No. 1 to the Agreement and Plan of Merger (this “ Amendment ”) is entered into as of January 28, 2014 (“ Amendment Date ”), by and among Tauriga Sciences, Inc., a Florida corporation  (“ Tauriga ”), Pilus Acquisition, LLC, an Ohio limited liability company and wholly-owned subsidiary of Tauriga (“ Acquisition Sub ”, and together with Tauriga, the “ Purchasers ”), Bacterial Robotics, LLC, an Ohio limited liability company (“ Parent ”), Pilus Energy, LLC, an Ohio limited liability company (“ Pilus ”), Dr. Daniel J. Hassett, PhD (“ Hassett ”) and Ian Cody Harrison (“ Harrison ”).
 
WHEREAS, Tauriga, Acquisition Sub, Parent, Pilus, Hassett and Harrison entered into that certain Agreement and Plan of Merger, dated as of November 25, 2013 (the “ Merger Agreement ”), pursuant to which the parties intend to effect a merger (the “ Merger ”) via the acquisition of Pilus, and certain Intellectual Property owned and/or held by Pilus and Bacterial Robotics, by Tauriga via the Merger of Pilus and Acquisition Sub, with Pilus being the surviving entity as a subsidiary of Tauriga;
 
WHEREAS, the parties desire to amend the Merger Agreement in a manner intended to address and amend certain closing conditions related to the Merger, including to (i) eliminate the covenant that the Company complete a reverse stock split as a condition to closing of the Merger, (ii) clarify that there will be no performance and forfeiture required under the Merger by deleting original Merger Agreement §4.1(f), (iii) adjust the amount, timeline and application of the cash that Tauriga will raise, (iv) revise certain Intellectual Property Sections 2.10 of the Merger Agreement to reflect the right to use certain Trademarks and Trade Secrets by Tauriga, (v) add a covenant that Tauriga will cover the costs related to Pilus Energy’s intellectual property following the consummation of the Merger, (v) add a covenant that Tauriga  shall establish a stock option plan for Bacterial Robotics, (vi) add a guarantee that key man insurance is in place by the closing of the Merger, and (vii) address a plan for management of Pilus following the merger.
 
WHEREAS, the Board of Directors of Tauriga has (i) determined that the Merger Agreement, as amended pursuant to this Amendment (the Merger Agreement as so amended, the “ Amended Merger Agreement ”), is fair to, and in the best interests of, Tauriga and its Shareholders, (ii) approved this Amendment and the transactions contemplated by the Amended Merger Agreement, and (iii) resolved to use their good faith efforts to consummate the Merger; and
 
WHEREAS, the Boards of Managers of each of Bacterial Robotics and Pilus have unanimously (i) determined that the Amended Merger Agreement is fair to, and in the best interests of, Bacterial Robotics and Pilus, respectively, and their respective members, (ii) approved this Amendment and the transactions contemplated by the Amended Merger Agreement, and (iii) resolved to use their good faith efforts to consummate the Merger.
 
NOW, THEREFORE, in consideration of the agreements, covenants, representations and warranties herein contained, the Parties agree as follows.
 
 
 
 
 
 
 
1. Incorporation of Preliminary Statements; Defined Terms. The Recitals set forth above by this reference hereto are hereby incorporated into this Amendment. Capitalized terms used, and not otherwise defined herein, shall have the meanings given to such terms in the Merger Agreement.
 
2. Amendments to Merger Agreement. The parties hereby amend the Merger Agreement as set forth below:
 
(a) Sections 2.10(a)-2.10(b) of the Merger Agreement shall be amended by deleting the text thereof in its entirety and substituting therefor the following:
 
(a)               Schedule 2.10(a) sets forth all: (i) United States and foreign patents and patent applications and industrial design registrations, including prepared and unfiled provisional patent applications or non-provisional patent applications, provisional patent applications, patent disclosures, continuations, continuations-in-part, divisions, reissues, reexaminations, extensions, utility models, certificates of invention and design patents, registrations, and applications for registration, (ii) United States, state and foreign trademarks and service marks, internet domain names, uniform resource locators (URLs), and any variants thereof (for example, .net, .biz, .info), logos, words, designs, slogans, product and service names, product descriptions, trade dress, trade names, corporate names, assumed names, and other trade designations whether the foregoing are registered or unregistered, and all United States, state and foreign registrations and applications to register the foregoing, (iii) trade secrets, and (iv) United States and foreign copyrights and other rights in original works of authors, whether registered or unregistered, and pending applications to register the same, all of the foregoing Intellectual Property being owned by, or licensed or sublicensed to Pilus by Parent, or being used by Pilus in its business as presently conducted and as contemplated to be conducted (“Pilus IP”), including the Pilus Energy Cincinnati Metro Sewer District pilot and the Pilus Energy Anheuser-Busch pilot.
 
(b)               The Pilus IP set forth in Schedule 2.10(a) sets forth all Intellectual Property necessary for the operation of Pilus, as its business as presently conducted or as is contemplated to be conducted.  The Pilus IP comprises all the Intellectual Property that is necessary or desirable for the commercialization of the Technology in the making and using of genetically modified micro-organisms tailored to perform one or more specific functions in microbial fuel cells, such as to clean polluting molecules from wastewater.  With some exceptions, noted below, Parent is conveying to Tauriga, via an Assignment to Tauriga,  its entire right, title and interest in and to the said intellectual property set forth therein, such exceptions consisting of an existing license of the family of applications arising from U.S. Patent Application No. 61/154,464, set forth in Schedule 2.10(j), and the joint, equal and undivided right, title and interest in the family of applications arising from U.S. Patent Application No. 61/154,464, possessed by the University of Cincinnati.  Such exceptions also consisting of the Genetic Rights Management (GeRM) keys/lock  System (TRADE SECRET), trademark for “BactoBots,” and patent application serial no. 61/790,735, owned by Parent.  Parent and Tauriga will negotiate a license to use the Genetic Rights Management (GeRM) keys/lock System, the trademark for “BactoBots,” and patent application serial no. 61/790,735 at a later date in the field of microbial fuel cells, permitting its use in business to be conducted by, or contemplated to be conducted by Pilus, and such license to Tauriga will not be unreasonably denied by Parent.  The original, first and joint inventors of the subject matter claimed in the issued patents and in the filed patent applications included in the Pilus IP on Schedule 2.10(a) are properly named.  To the Knowledge of Pilus, the applicable statutes governing marking of products covered by the Pilus IP have been fully complied with, in all material respects.
 
(c) Schedule 2.10(a) shall be revised, as attached.
 
(d) Section 4.1(f) of the Merger Agreement shall be amended by deleting the text thereof in its entirety and substituting therefor the following:
 
“(f) (1) Tauriga shall, by no later than February 20, 2014, pay Bacterial Robotics $50,000; (2) Tauriga shall pay Bacterial Robotics $75,000 promptly upon receipt of funds (but in no event later than three business days thereafter) of the first $1,000,000 obtained by Tauriga either from (i)  a grant obtained by Tauriga from a governmental agency, or (ii) from such other third party investors or other sources, which funds shall have been obtained by Tauriga for the purpose of funding projects that use the Intellectual Property or by otherwise leveraging such Intellectual Property; and (3) Tauriga shall pay Bacterial Robotics $100,000 promptly upon receipt (but in no event later than three business days thereafter) of the second $1,000,000 obtained by Tauriga either from (I) a grant from a governmental agency, or (II) from such other third party investors or other sources, which funds shall have been obtained by Tauriga for the purpose of funding projects that use the Intellectual Property or by otherwise leveraging such Intellectual Property.”
 
 
2
 
 
(e) Section 4.1(g) of the Merger Agreement shall be amended by deleting the text thereof in its entirety and substituting therefor the following: “Reserved.”
 
(f) Section 5.10 of the Merger Agreement shall be amended by deleting the text thereof in its entirety and substituting therefor the following: “Reserved.”
 
(g)  Add a new Covenant Section 5.15, which language shall be as follows: “ Intellectual Property Costs .  Tauriga agrees to cover the prosecution and related costs of the Intellectual Property acquired from the Sellers in the Merger for the period immediately following the consummation of the Merger until such time that Tauriga no longer owns such Intellectual Property.”
 
(h)  Add a new Covenant Section 5.16, which language shall be as follows: “ Stock Option Plan .  Tauriga shall, within ninety (90) days of the closing of this Merger, implement a stock option plan (the “Plan”) for Bacterial Robotics, which Plan shall have a one (1) year cliff and a four (4) year vesting period for Plan options exercisable for Tauriga Common Stock on a pro-rata basis to Baterial Robotics ownership interest immediately following the consummation of the Merger, with 25% of the total number of Bacterial Robotics’ option shares shall be released from the Plan on the one-year anniversary of the Plan, and an additional 1/48th of the total number of stock options shall be released from the Plan on the corresponding day of each month thereafter, until all of Bacterial Robotics’ stock options have been released on the fourth anniversary of the Plan.”
 
(i) Add a new Covenant Section 5.17, which language shall be as follows: “ Management of Pilus Post-Closing .  Tauriga’s management will participate in all material aspects of Pilus’ business.  Tauriga further agrees to offer the assistance of its Operations Manager to Cody Harrison on customary day-to-day operational matters.”
 
(j) Add a new Covenant Section 5.18, which language shall be as follows: “ Key-Man Insurance .  On or before the Closing date, Tauriga shall have purchased, as its expense and as the sole beneficiary, Key-Man Insurance for each of its CEO and COO, in an amount not less than $5,000,000 and $2,000,000, respectively.”
 
(k)  Section 4.2(i) of the Merger Agreement shall also be deleted in its entirety, and substituting therefor the following:  “ Assignment of Pilus IP .  Parent shall have executed and delivered an Assignment of the Intellectual Property, in form and substance reasonably satisfactory to Tauriga, granting Tauriga exclusive ownership in the Pilus IP, as set forth in Schedule 2.10(a) and the Assignment of Pilus IP, subject to the specific exceptions set forth in Section 2.10(b).”
 
(l)  The sixth (6 th ) WHEREAS clause in the preamble of the Merger Agreement within the Recitals is deemed revised to reflect an “assignment” rather than a “license” of the Intellectual Property.
 
(m)  Section 4.2(j) of the Merger Agreement shall also be deleted in its entirety, and substituting therefor the following:  “ Rights to Pilus IP .  Tauriga shall have received written evidence satisfactory to it in its sole discretion that Parent has sole and exclusive rights to license, sublicense and/or assign all of the Pilus IP, as set forth herein and in the Assignment of Pilus IP, to Tauriga in the Merger.
 
 
3
 
 
3. Miscellaneous.
 
(a) Counterparts and Facsimile Signature. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Amendment may be executed by delivery of signatures by facsimile or other electronic means.
 
 (b) No Other Amendments. Except as specifically contemplated by this Amendment, the Merger Agreement shall remain in full force and effect in accordance with its terms.
 
[signature pages follow]
 
 
 
4
 
 
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
 
 
TAURIGA SCIENCES, INC.
 
       
 
By:
/s/   
    Name: Seth Shaw  
    Title: Chief Executive Officer  
       
 
ACQUISITION SUB:
 
 
Pilus Acquisition, LLC
 
       
 
By:
/s/   
    Name: Seth Shaw  
   
Title: Chief Executive Officer
 
       
 
 

 
[Tauriga/Acquisition Sub Signature Page to Amendment No. 1 to Agreement and Plan of Merger]
 
 
5
 
 
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
 
 
PARENT:
 
     
 
Bacterial Robotics, LLC
 
       
 
By:
/s/   
   
Jason Barkeloo
 
   
Chief Executive Officer
 
       
 
PILUS ENERGY, LLC:
 
       
 
By:
/s/   
   
Jason Barkeloo
 
   
Chief Executive Officer
 
       
 
 
Dr, Daniel J. Hasset
 
     
 
 
 
  Dr. Daniel J. Hasset  
     
 
Ian Cody Harrison
 
     
     
 
Ian Cody Harrison
 
 

 
[Parent, Pilus, Hasset, Harrison Sub Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

6
Exhibit 10.1
 
  Customer No. 70001
  ASSIGNMENT 
Docket No. 069147
 
 
ASSIGNMENT
This Assignment is made effective immediately.
 
WHEREAS , Bacterial Robotics, LLC, a corporation organized and existing under the laws of the State of Ohio, having its principal place of business at P.O. Box 30085, Cincinnati, Ohio, 45230, (hereinafter referred to as “Assignor”), owns a joint, equal and undivided right, title and interest, including the right to sue for past infringement and to collect for all past, present and future damages, in and to the patents and patent applications set forth on Schedule A attached hereto and owns the entire right, title and interest in and to the inventions and patent applications set forth on Schedules B-C attached hereto; and
 
WHEREAS , Tauriga Sciences Inc., a limited liability company organized and existing under the laws of State of Florida, having its principal place of business at 39 Old Ridgebury Road, Danbury, Connecticut 06180, (hereinafter referred to as "ASSIGNEE"), is desirous of acquiring Assignor’s entire right, title and interest in and to the said patents, patent applications, and inventions (collectively “intellectual property”) set forth in Schedule A, Schedule B, and Schedule C, attached hereto, as well as any intellectual property, inclusive of Letters Patents, that may issue therefrom.
 
NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby sell, assign and transfer unto ASSIGNEE, its successors, assigns and legal representatives, Assignor’s entire right, title and interest in and to the said intellectual property set forth in Schedules A-C, attached hereto, and all intellectual property, inclusive of patents, that may be granted therefrom, and all patent applications thereof inclusive of, but not limited to, provisional applications, non-provisional applications, divisional applications, reissue applications, continuation applications, continuation-in-part applications, and extensions; and Assignor hereby authorizes and requests the Commissioner of Patents and Trademarks to issue all patents for the inventions and patent applications listed in Schedules A-C, and all patents issued on patent applications listed in Schedules A-C or all patents issued on patent applications filed on inventions listed in Schedules A-C, insofar as Assignor’s interest is concerned, to the said ASSIGNEE of Assignor’s entire right, title and interest.
 
Assignor also hereby sells and assigns to said ASSIGNEE, its successors, assigns and legal representatives, its entire right, title, and interest in and to the said patents and applications set forth in Schedule A throughout the world, including the right to file applications and obtain patents, utility models, industrial models and designs for said patents and patent applications in its own name throughout the world including all rights of priority, all rights to publish cautionary notices reserving ownership of said invention and all rights to register said invention in appropriate registries; and
 
Assignor also hereby sells and assigns to said ASSIGNEE, its successors, assigns and legal representatives, the full and exclusive rights, title, and interest in and to the said patents, patent applications, and inventions set forth in Schedules B-C throughout the world, including the right to file applications and obtain patents, utility models, industrial models and designs for said patents and patent applications in its own name throughout the world including all rights of priority, all rights to publish cautionary notices reserving ownership of said invention and all rights to register said invention in appropriate registries; and
 
Assignor further agrees to execute any and all powers of attorney, applications, assignments, declarations, affidavits, and any other papers in connection therewith necessary to perfect such rights, title and interest in ASSIGNEE, its successors, assigns and legal representatives.
 
Signed, sealed and delivered for and on behalf of Bacterial Robotics, LLC, this ______ day of , 2014:
 
By ___________________________________
 
Jason E. Barkeloo
Title:__________________________________
 

 
 
Page 1 of 4
 

 
 
 
 
 
Customer No. 70001
  ASSIGNMENT 
Docket No. 069147
 
SCHEDULE A
FOR ASSIGNMENT FROM BACTERIAL ROBOTICS, LLC. TO TAURIGA SCIENCES, INC.

U.S. AND FOREIGN PATENTS AND PATENT APPLICATIONS SUBJECT TO THE
ASSIGNMENT FROM BACTERIAL ROBOTICS, LLC. TO TAURIGA SCIENCES, INC.

APPLICATION
SERIAL NO. /
PATENT NO.
STATUS
FILING DATE /
GRANT DATE
TITLE
US 61/154,464
Expired
02-23-2009
MICROBIAL FUEL CELL
US 12/660,244
Abandoned
02-23-2010
MICROBIAL FUEL CELL
US 12/660,200
Issued
02-23-2010
MICROBIAL FUEL CELL
US 13/741,042
Pending
01-14-2013
IMPROVED MICROBIAL FUEL CELL
PCT/US/1055470
Abandoned
11-04-2010
IMPROVED MICROBIAL FUEL CELL
8,354,267
 
Issued
1-15-2013
Microbial Fuel Cell
 
201080066383.2
(CN102906246)
CHINA
Pending
 
Microbial Fuel Cell
 
10846788.7
EUROPE
Pending
 
Microbial Fuel Cell
13107545
HONG KONG
Pending
 
Microbial Fuel Cell
2745/KOLNP/2012
INDIA
Pending
 
Microbial Fuel Cell
 
 
Page 2 of 4
 

 
 
 
 
 
 
Customer No. 70001
  ASSIGNMENT 
Docket No. 069147
 
SCHEDULE B
FOR ASSIGNMENT FROM BACTERIAL ROBOTICS, LLC. TO TAURIGA SCIENCES, INC.

U.S. PATENT APPLICATION SUBJECT TO THE ASSIGNMENT FROM BACTERIAL
 ROBOTICS, LLC. TO TAURIGA SCIENCES, INC.

APPLICATION
SERIAL NO. /
PATENT NO.
STATUS
FILING DATE /
GRANT DATE
TITLE
61/794,864
Pending
03-15-2013
SENSOR, PERFORMANCE, AND USAGE
DATA COLLECTION AND REPORTING
ARRAY FOR ELECTROGENIC
BIOREACTOR
 
 
 
 
Page 3 of 4
 

 
 
 
 
Customer No. 70001
  ASSIGNMENT 
Docket No. 069147
 
SCHEDULE C
FOR ASSIGNMENT FROM BACTERIAL ROBOTICS, LLC. TO TAURIGA SCIENCES, INC.

INTELLECTUAL PROPERTY SUBJECT TO THE ASSIGNMENT FROM BACTERIAL
ROBOTICS, LLC. TO TAURIGA SCIENCES, INC.

APPLICATION SERIAL NO. /
PATENT NO.
STATUS
FILING DATE /
GRANT DATE
TITLE
 
Prepared but not filed provisional
 
MEMBRANELESS MICROBIAL FUEL CELL
 
Prepared but not filed provisional
 
WASTE SITE RETROFITTED WITH MICROBIAL FUEL CELL
 
Prepared but not filed provisional
 
FUEL TANK RETROFITTED WITH MICROBIAL FUEL CELL
 
Prepared but not filed provisional
 
MICROBIAL FUEL CELL FOR WATERWAYS
 
Prepared but not filed provisional
 
PORTABLE MICROBIAL FUEL CELL
 
Prepared but not filed provisional
 
MICROBIAL FUEL CELL TUBE ARRAY
 
In Preparation
 
HIGH SURFACE AREA ANODE
 
In Preparation
 
HYDROGEN FUEL CELL ACCESSORY

 
Page 4 of 4
 


Exhibit 99.1
 
 
Tauriga Sciences Inc. Completes Acquisition of Innovative Synthetic Biology Firm Pilus Energy LLC and Positions Itself in Nascent $10 Billion Annual Wastewater-to-Value Market
 
CINCINNATI, Jan. 28, 2014 (GLOBE NEWSWIRE) -- Tauriga Sciences, Inc. (OTCQB:TAUG) or ("Tauriga" or "the Company"), a diversified company focused on generating profitable revenues through license agreements and the development of a proprietary technology platform in the nano-robotics space, today completed the acquisition of Cincinnati, Ohio based synthetic biology pioneer Pilus Energy LLC ("Pilus Energy"). Structurally Pilus Energy will operate as a wholly owned subsidiary of Tauriga (pursuant to the terms of the definitive agreement) and will maintain its headquarters location in the State of Ohio. The management of Pilus Energy will report directly to both the Chief Executive Officer ("CEO") and Chief Operating Officer ("COO") of Tauriga with the expectation that at least one board seat of Tauriga will be allocated to a Pilus Energy affiliate. The Board of Directors of Tauriga Sciences unanimously approved both the previously announced definitive merger agreement (11/25/2013) as well as the completion of the acquisition inclusive of amended closing terms. 
 
In consideration for early closing of this acquisition, shareholders of Pilus Energy received 100,000,000 shares of Tauriga Sciences, Inc. common stock, representing a fair market value of approximately $2,000,000 USD (as of 01/27/2014). Both management teams are highly confident that the capital and liquidity needs will be sufficiently met through commitments from existing institutional investors and progress in non-dilutive funding initiatives (i.e., grants, low interest loans). The main benefits in accelerating the closing of this acquisition are to enhance Tauriga's access to capital markets and enable the intrinsic value of Pilus Energy's technology to be realized sooner through demonstrable progress in the commercialization process.   
 
Pilus Energy utilizes a proprietary clean technology to convert industrial customer "wastewater" into value. This wastewater-to-value ("WTV") proposition provides customers with substantial revenue-generating and cost-saving opportunities. Pilus Energy is converging digester, fermenter, scrubber, and other proven legacy technologies into a single scalable Electrogenic Bioreactor ("EBR") platform. This transformative microbial fuel cell technology is the basis of the Pilus Cell(TM). The EBR harnesses genetically enhanced bacteria, also known as bacterial robots, or BactoBots™, that remediate water, harvest direct current (DC) electricity, and produce economically important gases and chemicals. The EBR accomplishes this through bacterial metabolism, specifically cellular respiration of nearly four hundred carbon and nitrogen molecules typically called pollutants in wastewater. Pilus Energy's highly metabolic bacteria are non-pathogenic. Because of the mediated biofilm formation, these wastewater-to-value BactoBots™ resist heavy metal poisoning, swings of pH, and survive in a 4-to-45 degree Celsius temperature range. Additionally, the BactoBots™ are anaerobically and aerobically active, even with low biological oxygen demand ("BOD") and chemical oxygen demand ("COD"). 
 
In order to prevent escape into the environment or theft and cloning of the technology, these BactoBots™ must be used in concert with Pilus Energy's Genetic Rights Management ("GeRM") keys. The GeRM keys consists of inert, non-toxic molecules that must be added to the feedstock before it comes in contact with the BactoBots™ otherwise the BactoBots will self-destruct starting with their DNA and RNA. The Company issued a detailed press release about the significance of the GeRM keys on Friday, January 24, 2014 ( http://finance.yahoo.com/news/tauriga-sciences-inc-highlights-pilus-141020389.html ).   
 
In completing its acquisition of Pilus Energy, Tauriga has acquired a significant portfolio of global Intellectual Property ("IP") assets from Bacterial Robotics, LLC ("Bacterial Robotics"), relating to "BactoBots™", bacteria or other microbial cells specifically tailored to perform a programmed function like a microscopic organism-based robot. Most significantly, United States ("U.S.") Patent No. 8,354,267 entitled "Microbial Fuel Cell" issued to Pilus Energy in January, 2013. This patent may represent one of the world's first synthetic biology inventions seeking to extract values (industrially important chemicals and gases) from wastewater. Numerous additional pending patent applications, and other evolving innovations were acquired by Tauriga at closing as well. This intellectual property portfolio assigned to Tauriga by Bacterial Robotics positions the Company at the vanguard of commercial applications, such as industrial wastewater remediation; providing industrial customers with substantial revenue-generating and cost-saving opportunities. Please see the following link for detailed information on U.S. Patent No. 8,354,267 ( http://patft1.uspto.gov/netacgi/nph-Parser?Sect1=PTO1&Sect2=HITOFF&d=PALL&p=1&u=%2Fnetahtml%2FPTO%2Fsrchnum.htm&r=1&f=G&l=50&s1=8354267.PN.&OS=PN/8354267&RS=PN/8354267 ).
 
The global water industry is currently estimated at $450 Billion per year, with an approximate annual growth rate of 6%. The global wastewater-to-value market is currently estimated at $10 Billion and expected to grow to $27 Billion by the year 2021. In addition, there are currently more than 150,000 water treatment facilities in the United States as well as more than 54,000 wastewater utilities.
 
Post closing, the Company's main focus is obtaining the requisite environmental permits to commence the commercial pilot tests that are crucial to generating significant future revenues and earnings. The initial two pilot tests, as previously mentioned, are likely to be administered for Metropolitan Sewer District of Greater Cincinnati ("MSDGC") and the world's largest beer manufacturer.  
 
Tauriga's CEO Seth M. Shaw, expressed, "Tauriga Sciences built a very strong and diversified shareholder base, which includes a number of top tier institutional investors. By completing this acquisition in an accelerated manner, the Company is now the bonafide owner of Pilus Energy's proprietary wastewater-to-value, BactoBot™ enabled Electrogenic Bioreactor technology platform. The overall risk to investors is now greatly reduced and we are working expeditiously to commence the commercial pilot tests and transition into a revenue generating company." 
 
 
 
 
 
Bacterial Robotics, LLC, CEO, Jason E. Barkeloo, added, "By accelerating the merger agreement, the shareholders of Bacterial Robotics and Pilus Energy recognize Tauriga's management team's ability to deliver commercial results of the Pilus Energy technology. I believe the merger of Tauriga and Pilus strengthens investor value with a clear path to revenues. Prior to making this important decision, we held extensive joint conversations with several key institutional investors of Tauriga. I concluded that the combined entity has an exceedingly strong technology, management, and investor foundation. This force-multiplier effect reduces risks and increases the opportunity for success."
 
Dr. Stella M. Sung, Tauriga's COO, stated, "I am extremely excited for all of our shareholders that we were able to complete this acquisition and are afforded the opportunity to develop a cutting edge technology with numerous global applications. I am also pleased to report that over the past several weeks, the Company has made meaningful progress in its efforts to secure substantial tranches of non-dilutive funding. There are multiple opportunities in play and the Company is working very hard to turn those into reality."
 
The Global 100 law firm, Nixon Peabody LLP ("Nixon Peabody") represented Tauriga Sciences Inc. in completing the acquisition of Pilus Energy LLC and will continue to represent the company moving forward.
 
About Tauriga Sciences, Inc.:
 
Tauriga Sciences, Inc. (TAUG) is a diversified company focused on generating profitable revenues through license agreements and the development of a proprietary technology platform in the nano-robotics space. The mission of the Company is to acquire and build a diversified portfolio of cutting edge technology assets that is capital efficient and of significant value to the shareholders. The Company's business model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses. Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. The Company's new corporate website can be found at ( www.tauriga.com ).
 
About Pilus Energy LLC
 
A developer of alternative cleantech energy solutions, Pilus Energy is developing microbial solutions that clean polluting molecules from wastewater. In the process, the technology generates electricity and produces economically important gases and chemicals. Pilus Energy licenses a low-cost, scalable electrogenic bioreactor platform and wastewater-to-value BactoBots. Pilus Energy will also derive additional revenues from carbon and renewable energy credits (REC). For more information, please visit Pilus Energy's web site, ( www.pilusenergy.com ).
 
About Bacterial Robotics LLC
 
A pioneer in the emerging synthetic biology industry, Bacterial Robotics is headquartered in Cincinnati, Ohio (USA). The Company specializes in identifying markets for developing and deploying BactoBots(TM) and ViruBots(TM); microscopic organism-based robots that produce, build, sense, and perform functions. Please visit the corporate website at  http://bacterialrobotics.com  for more information. Please note that the Bacterial Robotics corporate website is currently in the process of being upgraded, which should be complete within the next few weeks ( www.bacterialrobotics.com ).
 
About NIXON PEABODY LLP
 
Nixon Peabody LLP is a full-service law firm that helps clients navigate complex challenges in litigation, real estate, corporate law, and finance. With more than 600 attorneys throughout the U.S., Europe, and Asia, the firm has the ability to handle matters anywhere in the world, ensuring that clients get the right attorneys, right where they need them. Our focus is on listening to our clients and working collaboratively to help them achieve their business objectives. We have the experience to anticipate and capture opportunities, prepare for and manage risks, and forecast and overcome obstacles ( www.nixonpeabody.com ).
 
 
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DISCLAIMER:
 
Forward-Looking Statements: Except for statements of historical fact, this news release contains certain "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation expectations, beliefs, plans and objectives regarding the development, use and marketability of products. Such forward-looking statements are based on present circumstances and on TAUG's predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which TAUG has little or no control. Such forward-looking statements are made only as of the date of this release, and TAUG assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by TAUG with the Securities and Exchange Commission. This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.
 
For further information regarding Tauriga Sciences, Inc.:
Mr. Seth M. Shaw
Chairman & Chief Executive Officer
Tauriga Sciences, Inc.
www.tauriga.com
New York: +1-917-796-9926
Montreal: +1-514-840-3697
Email: sshaw@tauriga.com
 
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