When Tauriga Sciences, Inc. (TAUG) CEO, Seth Shaw, took the job in August of 2012 his mission was to advance an underperforming company that held licensing rights to a promising immunotherapeutic drug for cancer patients. Little did he know what was coming.
Tauriga was called Immunovative, Inc. at the time, and in just a few short months Mr. Shaw had the company moving in the right direction, and saw the company’s stock price reacting positively to his actions.
The end of 2012 was very impressive for the Immunovative under Mr. Shaw’s guidance. Mr. Shaw’s accomplishments for his tenure in 2012 included the following: creating a collaboration agreement with Northwestern University, announcing the agreement at the University, receiving 2 U.S. patent allowances for scientific innovations, moving the company’s Head Quarters to Danbury, CT, upgrading the manufacturing facility, receiving regulatory clearance and announcing the beginning of registration of Immunovative’s Phase II/III clinical trial for metastatic breast cancer, participating in several investor conferences, being featured on the cover of Opportunist Magazine and to end the year receiving a key patent from Japan. Mr. Shaw felt with his hard work he had positioned the company for success.
The second week of 2013 brought a unexpected fallout, when the owner of the licensed drug, Immunovative Therapies, Ltd. (ITL), based in Israel, attempted to terminate the license agreement. ITL had asked for more development money, Mr. Shaw pointed out Immunovative, Inc. was ahead of the agreed upon payment schedule and asked for an accounting of the money spent, prior to sending more money. The next day ITL sent a letter to Mr. Shaw stating that Immunovative, Inc. was in breach of the licensing agreement, thus ITL had terminated the agreement. After a legal review of the contract Mr. Shaw knew Immunovative was in full compliance with the licensing agreement. This was the beginning of a bizarre series of events that included discovering Dr. Michael Har-Noy, CEO of ITL was actually Michael L. Gruenberg. Gruenberg is a convicted felon, convicted of wire fraud, securities fraud, and interstate transport of checks obtained by fraud in connection with a scheme to inflate the reported instrument sales of a medical devices company named Endotronics, Inc. Gruenberg was sentenced to 10 years in jail and upon his release he changed his name to Michael Har-Noy in California State Court. These facts about Gruenberg’s past were never disclosed to Immunovative, Inc. according to the company’s press release dated January 23, 2013.
Mr. Shaw began legal proceedings against ITL and Har-Noy, but announced a settlement March 1, 2013 after Mr. Shaw realized continuing the litigation would have risked the company’s future as a going concern.
During this turmoil Mr. Shaw turned some of his attention to deciding what would become of Immunovative, Inc. The easiest path would have been to close the company, but this was a step Mr. Shaw was not willing to take. When asked about this decision, Mr. Shaw responded, ‘I could not let the company fail because of the trust the investors placed in me. I owed it to the shareholders, and it is my job, to turn the company into a success and to restore shareholder value.” Mr. Shaw has been working tirelessly to create a new, success oriented company.
On March 4, 2013 the company announced it was changing its name to Tauriga Sciences, Inc. and set out on its new business plan. The new business focus is stated on Tauriga’s website (www.tauriga.com):
Tauriga Sciences Inc. (“the Company”) is a diversified company that operates in the biotechnology space, which includes medical devices and development of proprietary drug compounds. The mission of the Company is to acquire a diversified portfolio of medical technologies with the aim of providing financial and human capital resources, to unlock significant value for the shareholders. The Company’s business model entails 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.
Since the beginning of March Mr. Shaw has added several people to assist him in building Tauriga. Tauriga added its first 2 Board of Directors in Dr. David L. Wolitzky and former Nevada First Lady, Dawn Gibbons, who is an accomplished businesswoman and philanthropist. The company also began building their medical advisory board adding Dr. Lawrence A May, a prestigious physician with 35 years of clinical experience in internal medicine. Also, Stella M. Sung, Ph. D. joined the advisory board, and then Dr. Sung was appointed to the position of Chief Operating Officer. Dr. Sung has over 20 years of experience in operations and venture capital for early life science companies and received her Ph.D. in Chemistry from Harvard University. In a short period of time Mr. Shaw has build a team of people to assist him in evaluating and developing companies and products for Tauriga to partner with and invest.
On April 26, 2013 Tauriga announced it had established 4 Board of Director Oversight Committees and the Corporate Code of Ethics. In the press release Tauriga's Chief Executive Officer Seth M. Shaw commented, "The Company is working hard to create shareholder value through the acquisition of potentially lucrative assets in the life sciences space. Additionally, one of the Company's goals in the relatively near-term is to become a NASDAQ listed company. As such, management has begun to take meaningful steps to gain compliance with respect to corporate governance and oversight requirements. In doing so, management believes that the profile and effectiveness of the Company will be substantially improved."
Most important to shareholders, Tauriga has already announced two initial non-binding agreements for licensing, product rights and Joint Ventures that will begin to add value to the company in the near-term and the long-term. The first of the agreements is with Marvanal Inc., a company with lactose-free dairy products, which are approved for the State of Connecticut Public Food Lunch Program. Marvanal's food protein based concentration technology focuses on the elimination of fat from dairy products, thereby lowering the caloric content without compromising any nutritional benefits. With the Memorandum of Understanding (MOU) between Marvanal and Tauriga, Tauriga is seeking to acquire exclusive marketing rights for the State of New York for Marvanal’s lactose-free dairy products. Tauriga can turn the rights into near-term revenues with the management’s pre-existing relationships with several State of New York entities. Mr. Shaw commented at the time that, “A number of prospective target markets have already been identified for these products and both management teams will work diligently towards the signing of a definitive agreement and the shared goal of a commercial product launch during the summer of 2013." If Tauriga can turn this investment into $1-3 million in a year, or more, in annual revenues, the deal will be very beneficial for shareholders as this deal alone could pay for annual operations of Tauriga.
The second MOU is more indicative of what Tauriga will look like going forward. Tauriga is seeking relationships with innovative medical device companies with exciting large market product opportunity. Tauriga, through its MOU, is establishing a Joint Venture Partnership with Massachusetts-based Constellation Diagnostics Inc. to develop and commercialize a novel, imaging-based diagnostic technology for use in predictive and preventative oncology. Constellation has already begun development collaborating with professors at the Massachusetts Institute of Technology and Harvard University. Tauriga has the potential of acquiring up to 35% of Constellation based upon two more tranches of investment totaling $2.5 million, including the $100,000 already invested. The goal of the Joint Venture is to complete a working prototype during 2013 and submit the product for FDA 510-K approval.
Christian Bailey the President of Constellation explained that the technology will assist Dermatologist, Oncologists and General Practitioners to quickly and accurately map and monitor the freckles and moles of patients. The map will record the color, size and location of the freckles and moles to create a map similar to the constellations of stars. The technology will only upload the map, not photos of the patients, to preserve patient privacy. Doctors and patients can then remap the body’s marking as often as once a month, and Constellation’s software will detect the changes in the size and color of freckles and moles, which can be an indication of the early onset of skin cancer. Mr. Bailey expects that high risk patients will be able to use this technology in the comfort of their on homes eventually. Doctors will be able to utilize this data to determine if further steps need to be taken to prevent or treat skin cancer.
Skin cancer incidences are growing rapidly in the United States. The Mayo Clinic released a study, in April 2012, tracking the cases of melanoma, the most deadly form of skin cancer, in Olmstead County, Minnesota, from 1970 to 2009. The result were stunning, melanoma incidence were eight-times higher in women between the ages of 18 to 39, and four-times higher in men in the same age group. Melanoma incidences are growing at over 3% per year since the early 1990’s, and have the fastest growing cancer incidence rate in the world. Other types of skin cancer, basal cell carcinoma and squamous cell carcinoma incidences are also growing rapidly. The CDC says one in every five Americans will encounter skin cancer in their lifetime. Constellation’s products will address a large market need and could be accepted by doctors as a tool to predict and prevent skin cancer in their patients.
Tauriga's Chief Operating Officer, Dr. Stella M. Sung, commented, "The Company is excited to partner with Constellation Diagnostics Inc. and its collaborators at world class academic institutions to develop a commercially-viable product that utilizes next generation imaging technologies to enable early and thorough detection of skin cancers. Early detection makes an enormous difference in survivability, and this technology would address an important medical need." This Joint Venture could bring strong value to shareholders within the next few years.
Tauriga will need to raise money to fulfill their commitments to the agreements they have entered over the course of the next six months. We are hearing that there will likely be some dilution, but that the money is earmarked to complete the agreements, which are focused on increasing shareholder value. Word is that the first money in will be invested in Constellation Diagnostics, Inc. to ensure the prototype gets completed as quickly as possible.
There is a saying on Wall Street: “Bet on the Jockey, not on the horse,” meaning invest in management teams. Mr. Shaw has proven to be a “Jockey” worth watching closely. Mr. Shaw is now in the process of choosing his stable of horses, so to speak, in choosing Joint Venture Partners to bring shareholders the best value and opportunities he can find. Mr. Shaw and Tauriga Sciences have survived a disaster not of their making and have quickly revamped the company into a company that can generate considerable value for the company’s shareholders. Mr. Shaw, Dr. Sung and their board and advisory members are poised to make Tauriga into a valuable long-term success story.
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