Tauriga Sciences Inc (fka TAUG)

[diannedawn]

From Blink's past...
https://www.sec.gov/Archives/edgar/data/1429764/000121390009003601/f8k120409_newimg.htm
"Item 1.01 Entry Into Material Definitive Agreement

Share Exchange Agreement

As more fully described in Item 2.01 below, on December 7, 2009, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and between New Image Concepts, Inc., a Nevada corporation (the “Company”) and Car Charging, Inc., a Delaware corporation (“Car Charging”).  The closing of the transaction (the “Closing”) took place on December 7, 2009 (the “Closing Date”).
 
At Closing, pursuant to the majority consent of our board of directors and shareholders, we (i) approved an amendment to our Articles of Incorporation changing our name to Car Charging Group, Inc.; and (ii) approved the authorization of 20,000,000 shares of preferred stock of the Company.  Additionally, we filed a Certificate of Designation with the state of Nevada designating rights to the authorized preferred stock of the Company (the “Series A Convertible Preferred Stock”), attached hereto as Exhibit 3.2.
 
Pursuant to the Share Exchange Agreement, we issued 50,000,000 shares of our common stock to the shareholders of Car Charging, representing 66.8% of the Company’s issued and outstanding stock and 10,000,000 Series A Convertible Preferred Stock, which is more fully discussed in Item 2.01 of this Current Report.

This transaction is more fully discussed in Item 2.01 of this Current Report. This brief discussion is qualified by reference to the provisions of the Share Exchange Agreement which is attached in full to this Current Report as Exhibit 2.1.

Financing Transaction
 
In connection with the closing of the Share Exchange Agreement, on December 7, 2009, we entered into a Subscription Agreement for the sale of units of securities of the Company aggregating $920,000 (the “Subscription Agreement”), attached hereto as Exhibit 4.1.  Each unit of securities consist of: one (1) share of Company common stock, $0.001 par value per share (the “Common Stock”); and (ii) a Class A warrant (the “Warrant”) to purchase an additional number of shares equal to 100% of the Common Stock with an exercise price of $0.60/share.  The purchase price is $0.30 per unit.  The Subscription Agreement and Warrant shall be referred to as the “Financing Documents.”
 
The financing closed simultaneously with the Share Exchange Agreement and the Company issued 3,066,665 shares of common stock and warrants to the subscribers (collectively, the “Investors”). 

Item 2.01 Completion of Acquisition and Disposition of Assets

CLOSING OF SHARE EXCHANGE AGREEMENT

On the Closing Date, pursuant to the Share Exchange Agreement, the shareholders of Car Charging exchanged 1,000 shares of common stock of Car Charging, representing 100% of the issued and outstanding stock of Car Charging, for: (i) 50,000,000 newly issued shares of the Company’s common stock, par value $0.001 per share, representing 66.8% of the Company’s issued and outstanding common stock; and (ii) 10,000,000 shares of our Series A Convertible Preferred Stock.
 
Simultaneous to the Closing and pursuant to the majority consent of the Company’s board of directors and shareholders, the Company changed its name to Car Charging Group, Inc. and approved the authorization of 20,000,000 shares of preferred stock of the Company and approved a 6.6-for-1 forward split of our common stock, which was declared effective by FINRA on October 22, 2009.
 
Pursuant to the terms of the Share Exchange Agreement, Belen Flores agreed to cancel 277,200,000 shares of the Company’s common stock held in her name.

Additionally, simultaneous to the Closing, we closed on a financing transaction in the aggregate amount of $920,000 and issued 3,066,665 shares of common stock and warrants to be exercised into 3,066,665 shares of common stock to certain accredited investors.

As more fully described in Item 5.02 below, on the Closing Date, Belen Flores, the sole officer and director of the Company, resigned from all positions held and we simultaneously appointed executive officers and three members of the Board of Directors of the Company.  The Board of Directors now consists of three members, each serving terms until a vote can take place at the next annual meeting of the Company, pursuant to the By-laws of the Company."

Is THIS the so called "successful" reverse merge???

The fact is Blink did do a reverse merge with a penny stock and because that was successful they now have access to capital markets for cash raises like this.

I think those who have been in that POS since 2009 would disagree.

ROTFLMAO