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):
November 18, 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 1.01 | Entry into a Material Definitive Agreement. |
Investment Agreement and Registration Rights Agreement
As previously announced and disclosed on our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2020, Tauriga Sciences, Inc. (OTCQB stock symbol: TAUG, the “Company”) entered into a $5,000,000 equity line financing agreement (“Investment Agreement”) with Tangiers Global, LLC (“Tangiers”), as well as a registration right agreement related thereto (“Registration Rights Agreement”). The financing is over a maximum period of 36 months. Pursuant to the Registration Rights Agreement, a maximum of 76,000,000 shares of our common stock, par value $.00001 per share (the “Common Stock”) that we may sell to Tangiers from time to time was registered by us on Form S-1 (“Registration Statement”) and declared effective by the SEC on March 16, 2020 under the Securities Act of 1933, as amended, for this financing.
On November 18, 2020, the Company and Tangiers entered into an amendment to the Investment Agreement to reduce the maximum dollar amount that can be sold to Tangiers from $5 million to $3 million dollars (the “Amendment”). The Company will also prepare and file with the SEC a post effective amendment to the Registration Statement to reflect this change to the terms of the Investment Agreement, and to also reduce the maximum number of registered shares that are salable under the Registration Statement from 76 million shares to 43 million shares. As of the date of this Current Report, the Company has sold an aggregate of 13,910,000 registered shares of its Common Stock under the terms of the Investment Agreement. The Amendment to the Investment Agreement and the Amendment to the Registration Rights Agreement are annexed hereto as Exhibits 10.1 and 10.2, respectively, to this current report on Form 8-K and are each incorporated by reference herein.
| Item 9.01 | Exhibits Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Amendment to Investment Agreement, dated November 18, 2020 | |
| 10.2 | Amendment to Registration Rights Agreement, dated November 18, 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: November 19, 2020
| TAURIGA SCIENCES, INC. | ||
| By: | /s/ Seth M. Shaw | |
| Seth M. Shaw | ||
| Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT TO
INVESTMENT AGREEMENT WITH TANGIERS GLOBAL, LLC
DATED JANUARY 21, 2020
This Amendment (“Amendment”) is entered into and effective as of November 18, 2020 (the “Effective Date”) by and between Tauriga Sciences, Inc. (the “Company”) and Tangiers Global, LLC (“Tangiers”) in order to amend the Investment Agreement entered into on January 21, 2020 by and between the Company and Tangier (“Investment Agreement”), whereby the Company and Tangiers had agreed to the sale of up to $5,000,000 of the Company’s shares of Common Stock pursuant to the term of the Investment Agreement. The Company and the Holder are each a “Party” to this Amendment and are sometimes collectively referred to as the “Parties”.
Any capitalized terms not defined herein shall have the meaning ascribed to it in the Investment Agreement.
May it be known that the undersigned Parties, for good and valuable consideration, do hereby agree to the following changes to the Investment Agreement, which are outlined herein.
These changes are accepted and agreed and shall be valid as if they were included in the original Investment Agreement on the date of its original entry.
| 1. | Recitals. The term “Commitment Amount” as set forth and defined in the recitals of the Investment Agreement shall be deleted in its entirety and hereby be replaced in its entirety as set forth in this Amendment, as follows, and that such deletion is effective as of initial entry in the Investment Agreement as if such deletion and replacement of the applicable definition or term were made to the original execution copy of the Investment Agreement when entered: “WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to Three Million Dollars ($3,000,000) (the “Commitment Amount”) to purchase the Company’s common stock, par value of $.00001 per share (the “Common Stock”): | |
| 2. | Section 2.1 - PURCHASE AND SALE OF COMMON STOCK. Section 2.1 of the Investment Agreement shall be deleted in its entirety and replaced with the following, and that such deletion is effective as of initial entry in the Investment Agreement as if such deletion and replacement of the applicable definition or term were made to the original execution copy of the Investment Agreement when entered: “Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Three Million Dollars ($3,000,000).” | |
| 3. | Section VIII(i) – TERMINATION. Section VII, subsection (i), of the Investment Agreement shall be deleted in its entirety and replaced with the following, and that such deletion is effective as of initial entry in the Investment Agreement as if such deletion and replacement of the applicable definition or term were made to the original execution copy of the Investment Agreement when entered: “(i) when the Investor has purchased an aggregate of Three Million Dollars ($3,000,000) in the Common Stock of the Company pursuant to this Agreement;” |
The Parties hereto agree and acknowledge that no other terms or conditions of the Investment Agreement shall be amended as a result of this Amendment.
Please indicate acceptance and approval of this Amendment dated November 18, 2020 by signing below:
| Tauriga Sciences, Inc. | Tangiers Global, LLC | |||
| By: | Seth M. Shaw | By: | ||
| Its: | Chief Executive Officer | Its: | ||
Exhibit 10.2
AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT WITH TANGIERS GLOBAL, LLC
DATED JANUARY 21, 2020
This Amendment (“Amendment”) is entered into and effective as of November 18, 2020 (the “Effective Date”) by and between Tauriga Sciences, Inc. (the “Company”) and Tangiers Global, LLC (“Tangiers”) in order to amend the Registration Rights Agreement entered into on January 21, 2020 by and between the Company and Tangier (“Registration Rights Agreement”), whereby the Company and Tangiers had agreed to the sale of up to $5,000,000 of the Company’s shares of Common Stock pursuant to the terms of an Investment Agreement entered into between the Parties on January 21, 2020, as well as the filing of a Form S-1 resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) pursuant to the terms of the Registration Rights Agreement, which was filed and declared effective by the SEC on March 16, 2020 registering up to 76,000,000 shares of the Company’s Common Stock. The Company and the Holder are each a “Party” to this Amendment and are sometimes collectively referred to as the “Parties”.
Any capitalized terms not defined herein shall have the meaning ascribed to it in the Registration Rights Agreement.
May it be known that the undersigned Parties, for good and valuable consideration, do hereby agree to the following changes to the Registration Rights Agreement, which are outlined herein.
These changes are accepted and agreed and shall be valid as if they were included in the original Registration Rights Agreement on the date of its original entry.
| 1. | Recitals. The first recital of the Registration Rights Agreement shall be deleted in its entirety and hereby be replaced in its entirety as set forth in this Amendment as follows, and that such deletion is effective as of initial entry in the Registration Rights Agreement as if such deletion and replacement of the applicable definition and terms were made to the original execution copy of the Registration Rights Agreement when entered: “WHEREAS, pursuant to the Investment Agreement entered into by and between the Company and the Investor of this even date (the “Investment Agreement”), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company’s common stock, par value of $.00001 per share (the “Common Stock”), up to an aggregate purchase price of Three Million Dollars ($3,000,000);” | |
| 2. | Section 2.1. Section 2.1 of the Registration Rights Agreement shall be deleted in its entirety and replaced with the following, and that such deletion is effective as of initial entry in the Registration Rights Agreement as if such deletion and replacement of the applicable definitions and terms were made to the original execution copy of the Registration Rights Agreement when entered: “The Company shall use its best efforts to, within ninety (90) days of the Execution Date file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of up to $3,000,000 of the Registrable Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions. The Company shall initially register for resale 43,000,000 shares of Registrable Securities, except to the extent that the SEC may require such share amount to be reduced as a condition of effectiveness.” |
The Parties hereto agree and acknowledge that no other terms or conditions of the Registration Rights Agreement shall be amended as a result of this Amendment.
Please indicate acceptance and approval of this Amendment dated November 18, 2020 by signing below:
| Tauriga Sciences, Inc. | Tangiers Global, LLC | |||
| By: | Seth M. Shaw | By: | ||
| Its: | Chief Executive Officer | Its: | ||