New York - (NewMediaWire) - August 14, 2015 - Tauriga Sciences, Inc. (OTCQB: TAUG) or ("Tauriga" or the "Company"), a diversified life sciences company, is providing its shareholders with a comprehensive update on the status of the Company as well as it strategic plan for the future. The Company's Board of Directors ("Board") has met multiple times over the past weeks to address several important issues. The Company will continually issue press releases to update shareholders whenever practicable.
The Company first wishes to discuss the status of its yet to be filed Form 10-K for the fiscal year ended March 31, 2015 (the "2015 Form 8-K"). As previously disclosed, the Company is in the process of re-auditing its financial statements for the fiscal year ended March 31, 2014 ("2014 Financial Statements"), which are required to be included in the 2015 Form 8-K. The re-audit is required as a result of violations by the Company's predecessor audit firm, Cowan, Gunteski & Co P.A. (the "Predecessor Audit Firm") of Securities and Exchange Commission Regulation SX, Rule 2-01 as well as certain standards with respect to the PCAOB independence rules with respect to the Predecessor Audit Firm's audit report regarding the 2014 Financial Statements.
The Company paid cash fees to the Predecessor audit firm of more than $300,000 for the fiscal years of 2014 and 2015 and anticipates paying significant additional fees to the new independent audit firm to re-audit of the 2014 Financial Statements. In addition, shares of Tauriga were moved from the OTCQB to the OTC Limited Information category as a direct result of the violations committed by the Predecessor Audit Firm. The Company is taking steps to protect its shareholders against the cash losses and damages suffered as a result of the actions of the Predecessor Audit Firm.
The Company also wishes to confirm to shareholders that it is continuing negotiations with a potential acquisition target that operates in the life sciences space. The target company has decided to continue negotiations with Tauriga, despite the recent move of the Company's shares from the OTCQB to the OTC Pink Limited Information category. The Company is hopeful of entering into a definitive agreement in the near term, however there can be no guarantees that a transaction will ultimately be consummated.
The Board also addressed the issue of a reverse split of the Company's common stock. It was decided that the Company will not enact any type of reverse split at this time. However, the Company is still required to close at a minimum price of $0.01 per share for a period of ten consecutive trading days on or before close of business October 12, 2015. This is a listing requirement for companies to maintain a listing on the OTCQB market. Once the Company files its 2015 Form 10-K, the minimum closing price requirement still applies and non-compliance with such regulation could result in the Company being unable to regain its OTCQB status. If necessary the Board has approved a reverse stock split solely for the purpose of meeting the OTCQB minimum closing price requirement. It is important to note, however, that if a reverse stock split is implemented, the number of shares the Company is authorized to issue, which was recently increased to 2.5 billion will be reduced by the same ratio as the reverse stock split in order the minimize the potential for dilution in the future.
Lastly, the Company has decided to formally divest itself of its Natural Wellness business. The Company has decided to focus on other corporate opportunities, most notably a potential acquisition as well as commercializing the technology owned by its Pilus Energy subsidiary. The Company expects to complete the divestment of its Natural Wellness business before the end of this month.
Tauriga's Chief Executive Officer, Seth M. Shaw, commented, "The Company's Board has considered carefully a number of important decisions that will likely be critical in determining the Company's future. The Company believes it has the opportunity to create shareholder value in several potential ways. There will be frequent communication with shareholders as progress is realized on several important issues and opportunities."
About TAURIGA SCIENCES, INC.:
Tauriga Sciences, Inc. (OTCQB: TAUG) is a diversified life sciences company focused on generating profitable revenues through its present and future holdings. 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. Please visit the Company's corporate website at www.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 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.