Replies to post #38724 on Tauriga Sciences Inc (fka TAUG)

[loanranger]

"The purchase is not contingent on a future event"
The completion of the transactions certainly are contingent on a future event. Read the Securities Purchase Agreements.



"Read the PRESS RELEASES"
What press releases? http://tauriga.com/press-releases/
They aren't on the company website, which seems to list some press releases and not others. (see subsequent post)

I'm not going to link the releases in order to be consistent with the company's under-the-radar treatment of them, but each of them uses the same language:
"Mr. Seth M. Shaw ("Mr. Shaw"), has made a personal investment into the Company totaling $XX,XXX USD at this time."
You say that "The money has already been invested" and the above language is consistent with that. Do you know the dates on which the funds were wired to the company in accordance with the Purchase Agreement?:
"The Closing Date shall be the date the Subscriber funds the Purchase Price by wire transfer to the benefit of the Company pursuant to the instructions set forth on Exhibit A hereto (the “Closing Date”)."
The future tense in the Agreement ("shall be") seems at odds with the press release language ("has invested" and "at this time"). If you could provide the dates that the funds were wired then that confusion could be eliminated.

It would be a good thing to know, wouldn't it? Please share the specifics if you have them. Because the press releases also have this language in common:
"The Company will utilize this infusion of working capital for general and administrative purposes; these XX,XXX,XXX shares will not be issued until the Company has successfully amended its Shares Authorized."

The Special Meeting of Shareholders called by the company to amend its authorized shares is scheduled for next Wednesday so this shouldn't be a big issue IF a majority of the shares represented in person or by proxy at the meeting vote to do so AND IF a quorum (a majority of the outstanding shares) is represented at the meeting.***
Who knows whether the resolution of those CONTINGENCIES will result in an authorization increase? No one does. So it IS both fair and appropriate to ask what happens if it does not. The Purchase Agreement between Shaw and the Company, which created the CONTINGENCY, ("The Company is a Current on all of its periodic SEC Filings. Investors recognizes and accepts that XX,XXX,XXX shares will only be issued contingent upon the successful amendment of the Company’s authorized share limit from 2,500,000,000 to 7,500,000,000."...both Agreements use the plural "Investors", btw) doesn't address the issue at all.

Is the Company spending the money already? Could or would they return the cash if the authorization doesn't get voted in?

Is this another one of those "let's just wait and see" deals? Is that the way TAUG does a deal that "is in the best interest of the shareholders"?

There's no chance that he didn't take delivery of the shares because he COULDN'T due to the status of the availability of shares under the existing authorization, is there?

How much pressure is the company under in terms of its cash requirements that it couldn't wait two weeks to get this done in the proper sequence?




***From the By-laws shown at:
https://www.sec.gov/Archives/edgar/data/1142790/000095012301503651/y50627ex3-03.txt

[diannedawn]

Really...

The purchase is not contingent on a future event

Read the PRESS RELEASES

The money has already been invested and Seth has decided to wait to receive the shares

He is "waiting" to receive the shares...which he will ONLY receive IF the Authorized Shares are increased...
READ THE 8K...FILED WITH THE SEC...BY THE CONPANY.
"The shares of Common Stock will only be issued to Mr. Shaw if the Company is able to increase its authorized Common Stock from 2.5 billion to 7.5 billion shares."
https://www.sec.gov/Archives/edgar/data/1142790/000149315217006987/form8-k.htm

I get it...BSethy is convinced the proxy WILL PASS...
BUT the proxy vote IS A FUTURE EVENT.
THE VOTE HAS NOT YET BEEN CAST/COUNTED IN FULL.

WHAT HAPPENS TO BSETH'S "INVESTMENT" IF THE PROXY, FOR SOME REASON, DOES NOT PASS???

Seth structured it like that, solely because it is in the best interest of the shareholders

BULLSHIT!

BSETH could have waited until the proxy vote was DONE.
THEN there would have been NO NEED for the contingency wording.
WHAT reason was there to "announce" this "purchase" NOW???

Hhmmmm...
the share price was sliding into the tripz.
Looks like an effort to prop up the share price.
PROVE OTHERWISE.

Too FUNNY!
ROTFLMAO