SOURCE: Tauriga Sciences, Inc.

Tauriga Sciences, Inc.

May 16, 2017 08:00 ET

Tauriga Sciences Inc. Enters into Three Comprehensive Amendment Agreements with Existing Debt Holder Group 10 Holdings LLC

NEW YORK, NY--(Marketwired - May 16, 2017) - Tauriga Sciences Inc. (OTC PINK: TAUG) ("Tauriga" or "the Company"), a Company engaged in the building of businesses in the life sciences space, has today announced the execution of three comprehensive amendment agreements that directly correspond to the three distinct convertible debentures currently held by Group 10 Holdings LLC ("Group 10"). These three referenced outstanding debentures include: July 14, 2015 Debenture, August 3, 2016 Debenture, and March 31, 2017 Debenture. These amendment agreements were negotiated with Group 10 to address various default and penalty clauses that had the potential to result in massive future dilution and indebtedness. The Company firmly believes that the vast majority of recent dilution is attributable to the malpractice and subsequent conduct committed by its predecessor audit firm Cowan Gunteski & Co. P.A. ("Cowan Gunteski"). 

The result of this malpractice was Tauriga's inability to file its Fiscal Year 2015 Form 10-K ("Annual Report") during late July 2015 and its subsequent delisting from the OTCQB Exchange on July 31, 2015; these events triggered the defaults and penalties that have affected the Company ever since (specifically in reference to the Union Capital $104,000 Note of May 28, 2015 and the Group 10 $96,000 Note of July 14, 2015). The Company is awaiting the assignment of the Trial date from the New Jersey Federal District Court (Trenton, New Jersey); the next Scheduled Court Date is set for May 23, 2017. The Company has previously disclosed that it is seeking monetary damages at Trial, in excess of $4,500,000 USD. 

In executing these amendment agreements with Group 10, the Company has successfully addressed the most urgent and critical issues and as a result, has strengthened its investor profile and capital structure. The Company has specifically addressed the following issues: the Conversion price(s) and term(s) ("conversion terms"), most favored Nation status ("favored Nation"), prohibitions against the Company securing other debt instruments ("permitted indebtedness"), and prohibitions against the Company entering into transactions which create a lien on the Company's assets ("permitted lien"). Most importantly, as long as the Company's share price remains at a minimum of $0.001 and the Company's market capitalization remains at a minimum of $1,000,000 USD, the 75% discount applied to Group 10 conversions (which contractually was enforceable once the Company's share price closed below $0.002), shall no longer apply. The other above mentioned issues/terms have been wholly forfeited by Group 10. 

Tauriga's Chief Executive Officer, Mr. Seth M. Shaw expressed, "The Company is pleased to have entered into these amendment agreements and appreciates the significant concessions agreed upon by Group 10. The Company believes that it has enhanced its ability to continue to fund its ongoing operations. Lastly, management wishes to reaffirm to shareholders its unwavering commitments to both make it to the finish line and build a successful future -- long term."


Tauriga Sciences, Inc. (OTC PINK: TAUG) is a fully reporting life sciences company engaged in the development, marketing, distribution and potential licensing of a broad array of products and technologies that may help individuals who are affected by muscle tension. The Company has already identified potential products and technologies of interest and is actively working towards the goal of creating an innovative product line to launch the business activities of ColluMauxil Therapeutics LLC (The Company's previously announced new planned wholly owned subsidiary). The Company believes that one of its most important strengths is its access to and relationships with potentially substantial distribution systems and networks. The Company intends to capitalize on distribution opportunities and will continually update shareholders on such developments. The Company is also prosecuting (as Plaintiff) its ongoing malpractice lawsuit against its predecessor audit firm, for which it's seeking monetary damages in excess of $4,500,000 USD.


This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. Any securities offered or issued in connection with the above-referenced merger and/or investment have not been registered, and will be offered pursuant to an exemption from registration.


Forward-Looking Statements: Except for statements of historical fact, this news release contains certain "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation: expectations, expects, anticipates, believes, hopes, beliefs, plans and objectives regarding the development, use and marketability of products as well as the attainment of certain corporate goals and milestones (i.e. SEC Periodic Filings, Filing of Proxies, etc.). Such forward-looking statements are based on present circumstances and on Tauriga's predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which Tauriga has little or no control. Such forward-looking statements are made only as of the date of this release, and Tauriga assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by Tauriga with the Securities and Exchange Commission. This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.

Contact Information

    Mr. Seth M. Shaw
    Chairman & Chief Executive Officer
    cell # (917) 796 9926
    fax # (514) 221 3336