Tauriga Sciences Inc. and Honeywood LLC Successfully Amend Merger Agreement; Closing of Acquisition Remains on Track for July 10, 2014
LOS ANGELES, June 23, 2014 (GLOBE NEWSWIRE) — Tauriga Sciences Inc. (OTCQB:TAUG) or (“Tauriga” or “the Company”), a diversified life sciences company with a proprietary microbial fuel cell technology, is pleased to announce that its acquisition of Honeywood LLC (“Honeywood”, and Doc Green’s product lines) will be completed under terms that are significantly less dilutive to Tauriga shareholders than previously announced, as a result of the successful amendment to the Agreement and Plan of Merger, dated March 10, 2014 (“Merger Agreement”). The acquisition is on track to be completed by July 10, 2014, the Closing date originally set forth in the Merger Agreement. As part of Tauriga’s customary and continued due diligence of Honeywood LLC, including financials and analysis of the potential of Honeywood’s new product lines, the parties have agreed to reduce the Honeywood consideration from 32% of Tauriga’s fully-diluted capitalization to 18% of Tauriga’s non-diluted shares of common stock outstanding at the time of closing. Tauriga has also agreed to provide an opportunity for Honeywood’s principals to collectively earn up to an additional aggregate equal to 10% of Tauriga’s common stock outstanding (utilizing the same initial Closing Date) upon achieving certain gross revenue based milestones. These revenue based milestones can be summarized as follows: upon the generation and receipt of $2.0MM of gross revenues derived strictly from the sale of Doc Green’s and Honeywood’s products, the three Honeywood principals shall each be issued either restricted stock or stock options equal to an additional 1.6666% shares of Common Stock of Tauriga. Upon the generation and receipt of an additional $2.0MM ($4.0 MM total gross revenues by Honeywood), its three principals shall each be issued an additional 1.6666% shares of Common Stock of Tauriga (each such additional issuance to be set off the outstanding shares at the initial Closing Date).
Tauriga’s Chairman & CEO, Dr. Stella M. Sung states, “We remain enthusiastic about the Honeywood acquisition and look forward to working with the Honeywood principals to develop and commercialize high quality products in the medicinal cannabis sector. The Doc Green’s topical cannabis cream is an ideal initial product for Tauriga’s natural wellness business. Many people who use the cream report effective and rapid relief from musculoskeletal pain, and the cream does not produce any psychoactive effect.”
In addition to the Doc Green’s topical cannabis cream, which is already available in dispensaries in California, Honeywood has developed Vapura, a medicinal cannabis vapor cartridge that attaches to an e-cigarette battery and produces an effective and flavorful cannabis vapor. Vapura will be available for patients in compliance with California Health & Safety Code 11362.5 beginning in the third quarter of 2014.
Tauriga’s natural wellness business also includes “Cannabis Complements,” a line of non-cannabis containing dietary supplements which will be launched this summer. These dietary supplements will target cannabis-related effects, such as anxiety, memory and cognitive function, and appetite control. These supplements do not contain cannabis and can be sold nationwide to build the Tauriga brand, especially in the 22 states where medicinal marijuana is legal.
Honeywood/Doc Green’s will be featured at the High Times Cannabis Cup in San Francisco on June 28-29 and has entered several products into the competition, including Doc Green’s topical cannabis cream and their newest product, Canna Balm, as well as Vapura. Then, Tauriga Chairman & CEO, Dr. Stella M. Sung, and Tauriga Chief Medical Officer, Lawrence A. May, M.D., will be joined by a representative of the Honeywood team to present the Company’s unified vision and strategy for the natural wellness and medicinal cannabis space at the upcoming 1st annual WeedStock Conference in Denver on June 29-July 1. This conference is organized and hosted by Marketfy, and participants include leading companies in the sector.
The Global 100 law firm Nixon Peabody LLP has advised and represented Tauriga Sciences, Inc. with respect to this above-mentioned transaction.
About Tauriga Sciences, Inc.:
Tauriga Sciences, Inc. (TAUG) is a diversified life sciences company focused on generating profitable revenues through license agreements and the development of a proprietary technology platform in the nano-robotics space. The mission of the Company is to acquire and build a diversified portfolio of cutting edge technology assets that is capital efficient and of significant value to the shareholders. The Company’s business model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses. Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. On March 11, 2014, Tauriga signed a definitive agreement to acquire a California based topical cannabis cream company. Please visit the Company’s corporate website atwww.tauriga.com.
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, beliefs, plans and objectives regarding the development, use and marketability of products. Such forward-looking statements are based on present circumstances and on TAUG’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 TAUG has little or no control. Such forward-looking statements are made only as of the date of this release, and TAUG 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 TAUG 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.