Form 8-K for TAURIGA SCIENCES, INC.
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4-Apr-2014
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Se
Item 1.01 Entry into Material Definitive Agreement
From March 31, 2014 through April 3, 2014, Tauriga Sciences, Inc. (the "Company") entered into securities purchase agreements (the "Purchase Agreement") with various accredited investors for the sale of an aggregate of 15,000,000 shares of the Company's common stock, $0.00001 par value per share (the "Shares") with gross proceeds to the Company of $900,000. The proceeds from this offering will be used for working capital purposes and the repayment of various promissory notes owed by the Company. The purchase price of the Shares was $0.06 per share. There were no registration rights granted as part of the sales of the Shares.
The shares of common stock will be issued in reliance upon an exemption from registration provided by Rule 506 of Regulation D of the Securities Act of 1933, as amended, (the "Securities Act") since no general solicitation or advertising was conducted by us in connection with the offering of any of the Shares, all Shares to be purchased in the offering will be "restricted" in accordance with Rule 144 of the Securities Act and each of the purchasers are accredited as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. 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 the Shares.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company's press release announcing the initial portion of the private placement issued on March 31, 2014 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure under Item 1.01 of this Current Report on Form 8-K, which is incorporated in this Item 3.02 by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description of Exhibit
10.1 * Form of Securities Purchase Agreement
99.1 * Press release issued on March 31, 2014
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