TAURIGA SCIENCES, INC. (OTCMKTS:TAUG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into Material Definitive
Agreement
On December 22, 2016, Tauriga Science, Inc., a Florida
corporation (the Company), entered in a Membership Interest
Transfer Agreement (the Transfer Agreement) with Open
Therapeutics, LLC, an Ohio limited liability company (Open
Therapeutics), whereby the Company sold 80% of its membership
interest in its wholly-owned subsidiary, Pilus Energy, LLC (Pilus
Energy), to Open Therapeutics.
In consideration for this 80% interest, Open Therapeutics agreed
to terminate and cancel 80% of the unexercised portion of the
warrant to purchase 28,917,647 shares of the Companys common
stock issued on January 28, 2014 and more fully described in the
Form 8-Ks filed by the Company with the Securities Exchange
Commission on November 27, 2013 and February 4, 2014. As such,
5,783,520 shares of common stock remain subject to such warrant.
Open Therapeutics was previously known as both Bacterial
Robotics, LLC and Microbial Robotics, LLC prior to its name
change to Open Therapeutics on May 12, 2016.
Open Therapeutics also agreed Pilus Energy would pay to The
Company 20% of the net profit generated from Pilus Energy, if
any, for each calendar year (or portion thereof) beginning
January 1, 2017 (Profit Sharing Payment). The Companys Profit
Sharing Payment will be calculated and paid once per calendar
year for the preceding calendar year once Open Therapeutics
financial statements for such preceding calendar year are
finalized by its accountants. However, as part of the Transfer
Agreement, the Company agreed that the first $75,000 owed to the
Company under the Profit Sharing Payment shall be retained by
Open Therapeutics unless other payment arrangements are reached.
Additionally, Tauriga agreed it would vote its 20% membership
interest in Pilus Energy in the same manner that Open
Therapeutics votes its membership interest on all matters for
which a member vote is required and/or advisable.
The foregoing description of the Transfer Agreement is qualified
in its entirety by reference to the provisions of the form of the
Transfer Agreement filed as Exhibit 10.1 to this Current Report
on Form 8-K, which is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
The disclosure set forth under Item 1.01 of this Report is
incorporated by reference into this Item 2.01.
Item 8.01 Other Events.
On December 27, 2016, the Company issued a press release
announcing the execution of the Transfer Agreement (the Initial
Press Release) and, on December 28, 2016, issued a press release
correcting certain of the information contained in the Initial
Press Release. Copies of both press releases are attached hereto
as Exhibits 99.1 and 99.2, respectively.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| 10.1* |
Membership Interest Transfer Agreement dated December 22, 2016 between Tauriga Sciences, Inc. and Open Therapeutics, LLC. |
| 99.1* | Press release dated December 27, 2016. |
| 99.2* | Corrected press release dated December 28, 2016. |
*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 down -0.00055 at 0.00445 with 5,162,142 shares trading hands.