Tauriga Sciences Inc. ("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.