UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):

~~January~~February 2526, 2021

TAURIGA SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Florida

000-53723

30-0791746

(State or other jurisdiction

of incorporation)

(Commission

File #)

(IRS Employer

Identification Number)

4 Nancy Court, Suite 4

Wappingers Falls, NY 12590~~(Address of principal executive office)~~

(Address of principal executive office)

Tel: (917) 796-9926

(Registrant’s telephone number)

(Former Name or Former Address, if Changed Since Last Report)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		TAUG		OTCQB

Item 1 7.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

OnSciSparc ~~January 25, 2021, Tauriga Sciences, Inc~~Ltd. (OTCQB stock symbol: TAUG, the “Company”) announced that it has entered into a distribution agreement (the “Distribution Agreement”) with Stock Up Express, a division of Bozzuto’s Inc., distributor that generates more than $3 Billion in annual sales, and which is based in Connecticut. The Agreement is effective February 1, 2021, and shall remain in effect for a period of two (2) years thereafter, with automatic renewal for additional successive one (1) year terms.

~~Under~~Tauriga ~~terms~~Sciences, ofInc. ~~the~~(OTCQB ~~Distribution~~stock ~~Agreement~~symbol: TAUG, ~~Stock~~the Up“Company”) ~~Express~~participated ~~will~~in ~~market~~a ~~and~~private ~~resell~~placement ~~the~~equity ~~Company’s~~offering ~~flagship~~by ~~brand,~~SciSparc Ltd. ~~Tauri-Gum™~~(“SciSparc”), to ~~its~~formerly ~~customer~~known ~~base~~as ofTherapix ~~wholesale~~Biosciences ~~and~~Ltd.) ~~retail~~(OTCQB: ~~customers~~SPRCY), inwhich is a specialty, clinical-stage pharmaceutical company focusing on the ~~mainland~~development ~~United~~of ~~States~~cannabinoid-based treatments. ~~The~~Aegis ~~two~~Capital ~~companies~~Corp. ~~will~~acted ~~jointly~~as ~~market~~the ~~Tauri-Gum™~~exclusive toplacement ~~Stock~~agent Upin ~~Express’~~connection ~~customer~~with ~~base~~the offering. The ~~Agreement~~Company ~~allows~~was ~~for~~solely ~~modification~~a ofparticipant ~~product~~in ~~offerings,~~the offering and ~~the~~paid ~~Company~~no ~~expects~~placement, finder toor ~~offer~~other ~~additional~~fees ~~product~~to ~~items~~the ~~over~~placement ~~the~~agent ~~course~~or ofothers ~~calendar~~in ~~year~~connection ~~2021~~with this transaction.

~~The~~SciSparc’s ~~foregoing~~business ~~description~~model ofis ~~the~~complementary ~~Distribution~~with ~~Agreement~~our ~~does~~own ~~not~~ongoing ~~purport~~pharmaceutical todevelopment beefforts, ~~complete~~ and, istherefore, ~~qualified~~we inwill ~~its~~explore ~~entirety~~the ~~by reference~~possibility tofor collaboration between our two companies in the ~~Distribution~~future ~~Agreement,~~on ~~which~~potential isdrug ~~filed~~and/or product development as ~~exhibits~~opportunities 10and timing prove mutually feasible.1 toOf ~~this~~course, ~~Current~~we ~~Report~~cannot guarantee that a collaborative effort will ultimately occur, ~~and~~nor isthe ~~incorporated~~possibility of ~~herein~~any bysuch ~~reference~~efforts’ success.

~~Item~~The Company’s investment was for $88,375 as part of SciSparc’ syndicated $8.0115M ~~Other~~offering ~~Events~~to accredited and institutional investors at an offering price of $7.07 per Unit. Each Unit consists of 1 American Depositary Share (“ADS”), one (1) Series A Warrant and one-half (½) Series B Warrant. The Series A Warrants have an exercise price of $7.07, subject to adjustments therein. The Series B Warrants have an exercise price equal to $10.60, subject to adjustments therein. The Series A Warrants and the Series B Warrants are exercisable beginning six (6) months from the date of issuance and have a term of exercise equal to five (5) years from the initial exercise date. In connection with its investment, Tauriga Sciences Inc. acquired 12,500 Units, consisting of (a) 12,500 Shares SPRCY at a cost basis of $7.07 per share, (b) 12,500 Warrants to at a strike price of $7.07 per share and (c) 6,250 Warrants to at an strike price of $10.60 per share.

OnAegea ~~January~~Biotechnologies ~~25, 2021, the Company issued a press release announcing that it had entered into the Distribution Agreement~~Inc. The information set forth in this Item 8.01, and the press release annexed hereto as Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall the information in this Item 8.01 or such press release be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~Item~~As previously 9(and more fully) described in our periodic reports, including in our most recently filed Form 10-Q filed of February 22, 2021, on April 3, 2020, the Company had.01 ~~Exhibits~~entered ~~Statements~~into a collaboration agreement (“Collaboration Agreement”) with Aegea Biotechnologies Inc. (“Aegea”), as subsequently amended, in which the Company had agreed to provide financing to Aegea in connection with Aegea’s development efforts of a Covid 19 test kit, such financing to primarily come from our then existing equity line of credit facility. On January 6, 2021, however, the Company determined to terminate its equity line of credit facility and, ~~Exhibits~~therefore, effectively eliminate any further obligation to additional funding to Aegea under the Collaboration Agreement. On February 26, 2021, as part of a settlement agreement concluding the Collaboration Agreement, the Company acquired an additional 69,552 common shares of Aegea, increasing the Company’s total holdings to 139,104 Aegea shares (representing a 2.04% stake as of the date of the settlement date). We believe our assistance to Aegea proved valuable and hope that the respective parties’ collaborative efforts provide value to our shareholders in the future, although we cannot provide any guarantee of such success.

(d) Exhibits

	Exhibit Number		Description
	10.1		Distribution Agreement between Stock Up Express, a division of Bozzuto’s Inc., and Tauriga Sciences, Inc., effective February 1, 2021
	99.1		Press release, dated January 25, 2021

SIGNATURES

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: ~~January~~March 275, 2021

TAURIGA SCIENCES, INC.

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

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