Current Report Filing (8-k)
May 11 2020 - 06:14AM
Edgar (US Regulatory)
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): May 5, 2020
Lord Global Corporation
(Exact
name of Company as specified in its charter)
Nevada |
|
001-36877 |
|
45-3942184 |
(State
or other jurisdiction
of Incorporation) |
|
(Commission
File Number |
|
(IRS
Employer
identification Number |
Lord
Global Corporation
318
N Carson St. Suite 208
Carson
City, NV 89701
(Address
of principal executive offices)
Registrant’s
Telephone Number, including area code: (816)
304-2686
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company 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)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common |
|
LRDG |
|
OTC
Pink |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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.
[ ]
ITEM
8.01 OTHER EVENTS.
On
May 5, 2020, Lord Global Corporation, OTC: LRDG (“LRDG” or the
“Company”) entered into a non-binding letter of intent (“LOI”) with
eWellness Healthcare Corporation, OTCQB: EWLL (“EWLL”), a copy of
which is attached as Exhibit 10.1 hereto.
The
parties agreed, subject to the execution of a definitive agreement
(“Definitive Agreement”), that the Company: (i) will issue to EWLL
shares of a newly authorized series of preferred stock (the “New
LRDG Preferred Stock”) which will be convertible into a total of
2,000,000 shares of the Company’s common stock, subject to a 4.99%
“blocker” or beneficial ownership limitation; (ii) will create a
U.S. marketing entity for EWLL’s PHZIO and MSK360 telemedicine
physical therapy operations to independent contractors an “gig”
economy workers; (iii) will provide initial funding in an amount of
$250,000 on or about May 15, 2020; (iv) will provide additional
funding in an amount equal to 50% of the convertible note financing
transactions entered into by the Company during the 12-month period
from the execution of the Definitive Agreement, which will occur
only after EWLL’s pending registration statement on Form S-1 is
declared effective by the SEC; and (v) plans on filing a
registration statement after execution of the Definitive Agreement
for the registration, issuance and sale of the Company of the
Company’s equity securities for the benefit and funding of EWLL’s
growing operations. The foregoing are referred to collectively, as
the “LRDG Obligations”), all of which are subject to the execution
of the Definitive Agreement, after customary due
diligence.
In
consideration for the Company’s fulfillment of their LRDG
Obligations, EWLL has agreed, subject to the execution of the
Definitive Agreement, to: (i) pay to LRDG 10% of the commissions
generated by EWLL from the fees paid to EWLL by the independent
contractors and “gig” workers using the EWLL’s PHZIO and MSK360
platform in their physical therapy practices; and (ii) the
assignment to the Company by EWLL of 25% of EWLL’s cash flow from
its revenue stream (“EWLL’s Cash Flow”), payable in arrears on a
quarterly basis, commencing on the execution of the Definitive
Agreement. The foregoing are referred to, collectively, as the
“EWLL Obligations.”
The
parties have agreed that during the 1-year period following
execution of the Definitive Agreement that EWLL shall have the
right to repurchase up to 20% of EWLL’s Cash Flow in consideration
for the repayment of 150% of funding provided EWLL by the Company
from its convertible note financing transactions. The parties
further agreed that if the Company does not provide EWLL $250,000
in initial funding by or about May 20, 2020, either party may
terminate this non-binding LOI the respective LRDG Obligations and
EWLL Obligations shall be deemed null and void.
Item
9.01 Exhibits
Exhibit
10.17. Non-Binding Letter of Intent dated
May 5, 2020, filed herewith.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated:
May 11, 2020
|
Lord
Global Corporation |
|
|
|
|
By: |
/s/ Joseph Frontiere |
|
Name: |
Joseph
Frontiere |
|
Title: |
Chief
Executive Officer |
Lord Global (CE) (USOTC:LRDG)
Historical Stock Chart
From Dec 2020 to Jan 2021
Lord Global (CE) (USOTC:LRDG)
Historical Stock Chart
From Jan 2020 to Jan 2021