TAURIGA SCIENCES, INC. (OTCMKTS:TAUG) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The disclosure set forth under Item 3.02 of this Report is
incorporated by reference into this Item.
| Item 3.02 | Unregistered Sales of Equity Securities |
On March 30, 2017, Tauriga Sciences, Inc. (the Company) entered
into a one year 8% $45,000 Convertible Redeemable Note with GS
Capital Partners, LLC (the GS Note). The GS Note has a maturity
date of May 30, 2018 and was funded on May 30, 2017.
The holder is entitled, at its option, at any time after cash
payment, to convert all or any amount of the principal face
amount of the GS Note then outstanding into shares of the
Companys common stock at a price for each share of common stock
equal to 70% of the lowest daily volume weighted average price
(VWAP) of the common stock as reported on the National Quotations
Bureau OTC Markets exchange which the Companys shares are traded
or any exchange upon which the common stock may be traded in the
future, for the fifteen (15) prior trading days including the day
upon which a notice of conversion is received by the Company or
its transfer agent.
Such conversion shall be effectuated by the Company delivering
the shares of common stock to the holder within 3 business days
of receipt by the Company of the notice of conversion. Accrued
but unpaid interest shall be subject to conversion. To the extent
the conversion price of the Companys common stock closes below
the par value per share, the Company will take all steps
necessary to solicit the consent of the stockholders to reduce
the par value to the lowest value possible under law. The Company
agrees to honor all conversions submitted pending this increase.
In the event the Company experiences a DTC Chill on its shares,
the conversion price shall be decreased to 60% instead of 70%
while that Chill is in effect. In no event shall the holder be
allowed to effect a conversion if such conversion, along with all
other shares of the Company common stock beneficially owned by
the holder and its affiliates would exceed 9.9% of the
outstanding shares of the common stock of the Company.
During the first six months the GS Note is in effect, the Company
may redeem the GS Note by paying to the holder an amount as
follows: (i) if the redemption is within the first 90 days of the
issuance date, then for an amount equal to 120% of the unpaid
principal amount of this Note along with any interest that has
accrued during that period, (ii) if the redemption is after the
91st day, but less than the 180th day of the issuance date, then
for an amount equal to 133% of the unpaid principal amount of the
GS Note along with any accrued interest. The GS Note may not be
redeemed after 180 days. The redemption must be closed and paid
for within 3 business days of the Company sending the redemption
demand or the redemption will be invalid and the Company may not
redeem the GS Note.
Upon an event of default, the holder may consider the GS Note
immediately due and payable. Default interest shall accrue at a
default interest rate of 24% per annum or, if such rate is
usurious or not permitted by current law, then at the highest
rate of interest permitted by law. If the GS Note is not paid at
maturity, the outstanding principal due under the GS Note shall
increase by 10%.
The Company shall issue irrevocable transfer agent instructions
reserving shares of its common stock for conversions under the GS
Note equal to four (4) times the discounted value of the note.
Upon full conversion of the Note, any shares remaining in the
share reserve shall be cancelled. The Company should at all times
reserve a minimum of four (4) times the amount of shares required
if the note would be fully converted. The holder may reasonably
request increases from time to time to reserve such amounts. The
Company will instruct its transfer agent to provide the
outstanding share information to the holder in connection with
its conversions. The holder has agreed to waive this provision
until sufficient shares are available for reserve.
The foregoing description of the GS Note is qualified in its
entirety by reference to the provisions of the GS Note filed as
Exhibit 4.1 to this Current Report on Form 8-K, which is
incorporated herein by reference.
The shares of common stock underlying the GS Note will be issued
in reliance upon an exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended. This
Current Report on Form 8-K is not and shall not be deemed to be
an offer to sell or the solicitation of an offer to buy common
stock.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 4.1* |
$45,000 Convertible Debenture issued by Tauriga Sciences, Inc. to GS Capital Partners LLC on May 30, 2017. |
*Filed herewith.
About TAURIGA SCIENCES, INC. (OTCMKTS:TAUG)
Tauriga Sciences, Inc. is a diversified company. The Company is focused on the development of technology platform in the nano-robotics space. The Company is engaged in acquiring and building a portfolio of technology assets. TAURIGA SCIENCES, INC. (OTCMKTS:TAUG) Recent Trading Information
TAURIGA SCIENCES, INC. (OTCMKTS:TAUG) closed its last trading session 00.00000 at 0.00110 with 1,726,784 shares trading hands.