Tauriga Sciences Inc. Board of Directors Approves 1 for 75 Reverse Split, Reducing Its Outstanding Common Stock to Approximately 52,300,000 Shares With a Proportional Reduction of Its Authorized Common Stock to 100,000,000 Shares
NEW YORK, NY, April 25, 2018 (GLOBE NEWSWIRE) — Tauriga Sciences, Inc. (OTC PINK: TAUG) (“Tauriga” or the “Company”), engaged in building its business through the development, distribution, and licensing of proprietary products as well as the evaluation of potential acquisition opportunities and other investments, today announced that its Board of Directors (“Board”) has approved and ratified a reverse stock split of its common stock on a 1 for 75 basis. For example, 750,000 pre-split common shares of TAUG will be reduced to 10,000 post-split shares, with a simultaneous and immediate initial increase in its trading price by 75 times its then current per share value.
The Company believes that recent events that specifically affect the publicly traded micro-cap industry necessitate this corporate action at this time. The Company believes that an amended capital structure, as discussed above, will be requisite to the Company’s plans to source and execute future transactions that our board of directors believes will contribute to our shareholder value.
The Company wishes to also assure it shareholders that, in accordance with Florida corporations law, this reverse stock split will include a directly proportional reduction of the Company’s authorized common stock from 7,500,000,000 to 100,000,000 shares, and a reduction of our issued and outstanding shares of common stock from approximately 3,920,000,000 to approximately 52,300,000 shares.
The Company will announce in a future press release and in a Current Report on Form 8-K filed with the Securities and Exchange Commission regarding the date on which our common stock will begin trading of the post-split shares (the Effective Date”), the new CUSIP number for our common stock and the filing of an amended and restated certificate of incorporation with the Secretary of the State of Florida, which is necessary to effect the reverse stock split.
The reverse stock split will affect all shares of the Company’s common stock outstanding immediately prior to the market opening on the Effective Date, and the reverse stock split will affect a reduction in the number of shares of common stock issuable upon the exercise of stock options and warrants, and upon the conversion of the Company’s remaining convertible notes.
No fractional shares will be issued as a result of the reverse stock split, and any such stockholders whose number of post-split shares would result in a fractional number will have his/her/its shares rounded up to the next number of shares. [Transfer Agent] is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.
Additionally, the Company believes that there may be some tangential benefits resulting from this reverse stock split, including:
- that its amended capital structure will be more attractive to potential institutional investors, with respect to both open market support and private placement capital;
- that it will likely be successful in achieving its desired up-listing to the OTCQB Exchange (versus its current situation: OTC Pink Current Information Tier);
- that its non-institutional investors will have a significantly easier time depositing our common stock shares at various brokerage firms (many of which are prohibited from accepting shares for deposit that trade at less than 1 cent per share or “$0.01”); and
- that its amended capital structure will be far more attractive to a potential merger/acquisition candidate should the Company decide to utilize its equity as part of any such transaction.
Tauriga’s Chief Executive Officer Seth M. Shaw commented, “The Company has decided to enact this reverse stock split at this time due to the potential material benefits described above, which we believe will be beneficial to its shareholders. Most micro-cap companies are not able to implement such a restructuring from a position of relative strength, as Tauriga can at this time. The Company has approached this decision in a patient and respectful manner and believes that the timing is correct to do so.”
ABOUT TAURIGA SCIENCES, INC.
Tauriga Sciences, Inc. (OTC PINK: TAUG) is engaged in building business through the development, distribution, and licensing of proprietary products as well as the evaluation of potential acquisition opportunities/equity investments. The Company is currently evaluating potential acquisition candidates, as previously disclosed, to create lasting shareholder value. Additionally, the Company is working diligently to identify potential opportunities to generate revenue and leverage its considerable resources and expertise to build a diversified and sustainable business model. Please visit our corporate website at www.tauriga.com
This press release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 which represent management’s beliefs and assumptions concerning future events. These forward-looking statements are often indicated by using words such as “may,” “will,” “expects,” “anticipates,” believes, “hopes,” “believes,” or plans, and may include statements regarding corporate objectives as well as the attainment of certain corporate goals and milestones. Forward-looking statements are based on present circumstances and on management’s present beliefs with respect to events that have not occurred, that may not occur, or that may occur with different consequences or timing than those now assumed or anticipated. Actual results may differ materially from those expressed in forward looking statements due to known and unknown risks and uncertainties, such as are not guarantees of general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to consummate successful acquisition and licensing transactions, fluctuations in exchange rates, and other factors over which Tauriga has little or no control. Many of these risks and uncertainties are discussed in greater detail in the “Risk Factors” section of Tauriga’s Form 10-Q and 10-K and other filings made from time to time with the Securities and Exchange Commission. 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. You should not place undue reliance on these forward-looking statements.