Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):

June 2, 2017 (May 30, 2017)


Commission File #: 000-53723



(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)



(IRS Employer Identification Number)


39 Old Ridgebury Road

Danbury, CT 06180

(Address of principal executive office)


Tel: (858) 353-5749

(Registrant’s telephone number)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))




Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


The disclosure set forth under Item 3.02 of this Report is incorporated by reference into this Item.


Item 3.02 Unregistered Sales of Equity Securities


On March 30, 2017, Tauriga Sciences, Inc. (the “Company”) entered into a one year 8% $45,000 Convertible Redeemable Note with GS Capital Partners, LLC (the “GS Note”). The GS Note has a maturity date of May 30, 2018 and was funded on May 30, 2017.


The holder is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Note then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 70% of the lowest daily volume weighted average price (VWAP) of the common stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the fifteen (15) prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent.


Such conversion shall be effectuated by the Company delivering the shares of common stock to the holder within 3 business days of receipt by the Company of the notice of conversion. Accrued but unpaid interest shall be subject to conversion. To the extent the conversion price of the Company’s common stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% instead of 70% while that “Chill” is in effect. In no event shall the holder be allowed to effect a conversion if such conversion, along with all other shares of the Company common stock beneficially owned by the holder and its affiliates would exceed 9.9% of the outstanding shares of the common stock of the Company.


During the first six months the GS Note is in effect, the Company may redeem the GS Note by paying to the holder an amount as follows: (i) if the redemption is within the first 90 days of the issuance date, then for an amount equal to 120% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day, but less than the 180th day of the issuance date, then for an amount equal to 133% of the unpaid principal amount of the GS Note along with any accrued interest. The GS Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem the GS Note.


Upon an event of default, the holder may consider the GS Note immediately due and payable. Default interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. If the GS Note is not paid at maturity, the outstanding principal due under the GS Note shall increase by 10%.


The Company shall issue irrevocable transfer agent instructions reserving shares of its common stock for conversions under the GS Note equal to four (4) times the discounted value of the note. Upon full conversion of the Note, any shares remaining in the share reserve shall be cancelled. The Company should at all times reserve a minimum of four (4) times the amount of shares required if the note would be fully converted. The holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the holder in connection with its conversions. The holder has agreed to waive this provision until sufficient shares are available for reserve.


The foregoing description of the GS Note is qualified in its entirety by reference to the provisions of the GS Note filed as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.


The shares of common stock underlying the GS Note will be issued in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. 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 common stock.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits
4.1* $45,000 Convertible Debenture issued by Tauriga Sciences, Inc. to GS Capital Partners LLC on May 30, 2017.


*Filed herewith.





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 2, 2017


  By: /s/ Seth M. Shaw
    Seth M. Shaw
    Chief Executive Officer