Item 1.02 Termination of a Material Definitive Agreement.
On January 6, 2021, Tauriga Sciences, Inc. (OTCQB stock symbol: TAUG, the
"Company") determined by the unanimous vote of its board of director to
terminate its equity line financing agreement ("Investment Agreement") with
Tangiers Global, LLC ("Tangiers"), as well as its a registration right agreement
related thereto ("Registration Rights Agreement"), the complete terms of which
were previously described in the Company's Form S-1 Registration Statement
(333-236923, the "Registration Statement") and its periodic reports subsequent
to entry thereunder.
In connection with the termination of the Investment Agreement and Registration
Rights Agreement, the Company will also file a post-effective amendment to the
Registration Statement in order to deregister all unsold shares of its common
stock previously registered thereunder. As of the date of this Current Report on
8-K, the Company had sold an aggregate of [13,910,000] shares under its
Investment Agreement. As a result of this deregistration of securities, and the
termination of the above noted agreements, all remaining unsold shares of common
stock reserved under the Investment Agreement and Registration Statement will be
returned to the treasury of the Company for future issuance or reserve, if and
as needed.
Item 8.01 Other Events.
Effective January 6, 2021, the Company moved its corporate headquarters to 4
Nancy Court, Suite 4, Wappingers Falls, New York 12590. The Company's telephone
number remains the same, phone: 917-796-9926. The Company entered into a
two-year lease, expiring January 31, 2023. Tenant will pay $19,200 ($1,600 per
month) during the first year of the term and $21,000 ($1,750 per month) during
the second year of the term. The Company paid $1,600 as a security deposit.
In connection with our change of principal address, the Company entered into a
new lease agreement, which is annexed hereto as Exhibit 10.1 to this current
report. The description of the new corporate headquarters lease is not
complete, the terms of which are fully included in Exhibit 10.1, which is
incorporated herein by reference.
On January 7, 2021, the Company issued a press release announcing that it had
terminated its equity line of credit financing which it had entered into
pursuant to the terms of the Investment Agreement with Tangiers. The information
set forth in this Item 8.01, and the press release annexed as exhibit 99.1
hereto, is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor shall the information in this Item 8.01 or such press release be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01 Exhibits Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
10.1 Lease agreement for corporate headquarters dated January 6, 2021
99.1 Press release, dated January 7, 2021
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