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): August 21,
2020
Lord Global Corporation
(Exact
name of Company as specified in its charter)
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Nevada |
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001-36877 |
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45-3942184 |
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(State
or other jurisdiction
of
Incorporation)
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(Commission
File
Number
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(IRS
Employer
identification
Number
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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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
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Title
of each class |
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Trading
Symbol(s) |
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Name
of each exchange on which registered |
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N/A |
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N/A |
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N/A |
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.
Explanatory Note: This Form 8-K is being filed by Lord
Global Corporation (“LRDG” or “Company”) with the United States
Securities and Exchange Commission (the “Commission”) in response
to the Commission’s temporary suspension, pursuant to Section 12(k)
of the Securities Exchange Act of 1934, of trading in the
securities of Lord Global Corp. (LRDG) commencing at 9:30 a.m. EDT
on August 21, 2020, and terminating at 11:59 p.m. EDT on September
3, 2020. The Commission temporarily suspended trading in the
securities of LRDG because of questions regarding the accuracy and
adequacy of information in the marketplace relating to LRDG common
stock. The questions relate to statements LRDG made about oral and
nasal sanitizers that the company claims protect against the virus
that causes COVID-19, which LRDG made in press releases and
Commission filings between June 2 and August 18, 2020.
The
Company has submitted correspondence to the Commission explaining
the Company’s belief that each of the Company’s press releases and
filing with the Commission were accurate and adequate, based upon
the best judgment of the Company at the date of each such press
release and filing and, to the extent that facts came to the
Company’s attention that indicated that any statements made
required modification, the Company, in a timely manner, issued
updated press releases and/or filings with the
Commission.
In
addition, on August 25, 2020, the Company submitted a Sworn
Petition to the Commission pursuant to 17CFR 202.5(c) and
§12(k)(1)(A) of the Exchange Act (the “Petition”), which allows
interested parties, such as the Company, to show that such
suspension is not necessary in the public interest or for the
protection of investors.
Press Releases and Filings
As
detailed in the Company’s Petition, the Company issued several
press releases designed to provide explicit information regarding
CoviGuard™, an oral sanitizer spray and mouthwash developed by and
designed primarily for the dental community by Coviguard, Inc., a
privately-owned entity (“Coviguard”), as follows:
(a)
commencing with its release on June 2, 2020, the Company announced
the signing of a binding letter of intent between the Company’s
subsidiary, 27 Health Inc. and Coviguard for the marketing rights
to CoviGuard™;
(b)
on June 5, 2020, the Company issued a press release reporting its
CEO’s “letter to shareholders” and the Company’s “significant
expectations for the CoviGuard™ line of products” and reporting its
intention of focusing its business efforts on the development of
its 27 Health subsidiary, dedicated to financing and marketing
innovative, healthcare related products designed to benefit from
the changes caused by the COVID-19 pandemic;
(c)
on June 16, 2020, LRDG issued a press release announcing the
execution of a Definitive Joint Venture Investment and Distribution
Agreement with Coviguard (the “Coviguard Agreement”) pursuant to
which 27 Health, the Company’s subsidiary was granted an exclusive
license to distribute CoviGuard™. The Company’s Form 8-K filed with
the Commission on June 19, 2020 included: (i) the Coviguard
Agreement filed as Exhibit 10.20; and (ii) Coviguard’s PowerPoint
Presentation, filed as Exhibit 10.21. to the Company 8-K filed with
the Commission on June 19, 2020;
(d)
on July 21, 2020, the Company issued a release quoting an article
published in the July 18, 2020 issue of Knowridge Science Report,
an independent online magazine that reports on matters related to
science, medicine and technology, among other technical issues,
which article cited a recent review study at Cardiff University and
elsewhere reporting that researchers found that certain mouthwashes
used in the dental community may help destroy the lipid envelope of
Coronaviruses. The article published in the Knowridge Science
Report is filed as Exhibit 10.22 hereto; and
(e)
on August 17, 2020, the Company issued a press release announcing
that it had received an order for one million units of the 4oz
spray from Global Sanitizers Technologies Inc., further stating
that the Company’s Oral Sanitizer product is designed to be the
first product on the market to significantly reduce the viral and
bacterial loads in the oral and mucosa membrane (mouth and throat).
Reference is made to the Company’s Form 8-K filed with the
Commission on August 18, 2020 and the revised press release
attached as Exhibit 99.1 to the subject Form 8-K, in which it
clarified that the estimate of having “products in the marketplace
within 60 days” by stating that it “expects to be able to deliver
in or before the end of 2020.”
As
discussed more fully in the Petition, which is summarized below,
the Company’s disclosures made in these press releases were based
on: (i) scientific case studies and peer-reviewed research that has
been published by unrelated third-party professionals; and (ii) the
best business judgment of the Company’s management supported by
representations made to the Company by Coviguard. Claims relating
to the Company’s belief in the efficacy of CoviGuard™ in preventing
the contraction and spread of contagion has been documented and is
based upon the active ingredients in the CoviGuard™ formula, as
discussed below. There was no manipulation of facts or deception by
the Company in any of the press releases nor was there any
intention on the part of the Company to financially benefit from
the releases and filing with the Commission.
The
Company’s Petition also addressed the Commission’s expressed
concerns about the formation and development of the Company’s
business, that of 27 Health, which was undertaken following the
change in control transaction reported in a Form 8-K filed on
January 7, 2020, at which time a new board of directors and new
officers were appointed, followed by the acquisition of 27 Health
Inc. reported in the Company’s Form 8-K filed with the Commission
on February 11, 2020. In connection with the change in control and
the change in management supported by the infusion of new equity
and debt financing, LRDG has changed its business focus to that of
its 27 Health subsidiary, concentrating on products that can
potentially address the COVID-19 pandemic by investing in the
manufacture, testing and marketing of unique products that
potentially could help in the battle against the coronavirus. Of
course, there can be no claim that CoviGuard™ will cure COVID-19
nor did the Company ever make such a claim. The Company did
disclose in its several releases and filings that the CoviGuard™
product line has the potential to mitigate the spread of infection
from its source, the human mouth.
In
the above-referenced public release dated June 2, 2020, the Company
disclosed its binding letter of intent between 27 Health and
Coviguard, with the purpose of granting 27 Health the right to
market the CoviGuard™ mouth wash and oral sanitizer spray, a patent
pending product line that uses FDA approved ingredients. All of the
ingredients that comprise the CoviGuard™ proprietary formula are
FDA-approved (for human uses other than treating COVID-19), and are
primarily used in dental offices or are sold as over-the-counter
products. In fact, the Company specifically stated its intent to
market CoviGuard™ as a prewash to the dental community. The
Company’s June 2, 2020 release further stated that: “Studies with
the proprietary ingredients have shown a unique ability to
dramatically reduce viral loads in the oral cavity and help prevent
transmission” and further disclosed the Company’s belief that “it
will be among the first commercial products to be used by dentists
as a ‘pre procedural rinse’ for patients as well as individuals to
protect themselves and others from virus transmission as well as
bacterial infections. Covi-Guard™ also contains immune supporting
ingredients.
There
have been several papers showing that the Covi-Guard™ combination
of ingredients have been able to reduce the viral load of the
Corona family of viruses including COVID-19 and other viruses”. In
support of the June 2, 2020 release, the Company stated that it was
aware of an ongoing study in France at Claude Bernard University,
Lyon, France, that has been underway since April 2020, filed as
Exhibit 10.22 hereto, which study is examining a formula very
similar to that contained in CoviGuard™, which formula purports to
be able to reduce the viral load in the mucosal membrane (in the
mouth and throat) using cyclodextrin and bioflavinoid (citrox).
These are the active ingredients that are virucidal in nature and
are the reason why CoviGuard™ could be a very successful product.
The French study is seeking to show why that this combination,
which contain many of the same active ingredients contained in
CoviGuard™, eliminates the viral load in the oral
cavity.
In
the June 5, 2020 letter to shareholders and contemporaneous press
release, the Company announced that studies of the individual
components of this [Covi-Guard™] product line has been proven to
nearly eliminate the CO-SAR2 (COVID-19) viral load in the mouth. We
believe that the market size for this product line could well be in
excess of hundreds of millions of dollars. We have begun
discussions with several different marketing channels for this
product line and have received enthusiastic response. It is
possible that this product line could represent sales in excess of
$15 million in the first 12 months of launch. We have identified
our outsource production supplier and feel that we can have
products in the marketplace within 60 days.
The
Company acknowledges that notwithstanding its belief that it could
“have products in the marketplace within 60 days,” in fact this
belief reported in the June 5, 2020 letter to shareholders was not
achieved. As a result, on August 18, 2020, the Company filed a Form
8-K including as Exhibit 99.1, a press release correcting the
Company’s estimate that it will be able to deliver the 1 million
units of CoviGuard™ oral sanitizer spray pursuant to the Global
Sanitizers’ purchase order, representing a $5 million order, before
the end of the year rather than its earlier estimates of 60 days or
by the end of September.
The
Company has endeavored and will continue to endeavor in issuing
press releases to report that the information released is based
upon the Company’s best business judgment and that its best
estimates about such facts as potential market size, estimated
dates for delivery, and other material information are, in fact,
based upon the Company’s reasonable beliefs. In addition, and in
support of this Petition, the Company has relied upon published
scientific studies including ongoing studied being conducted by
reputable third parties unrelated to the Company.
As
indicated in several of the Company’s press releases, the Company
is also actively testing CoviGuard™ and negotiating with unrelated
third parties for support in manufacturing and testing the
CoviGuard™ product line so as to facilitate the ability to have
sufficient quantities of the CoviGuard™ product line that are
market ready to fulfill existing and potential future purchase
orders. To that end, the Company has financed and will continue to
finance Coviguard pursuant to the Definitive Joint Venture
Investment and Distribution Agreement (first reported in the
Company’s release dated June 16, 2020) for the express purpose of
facilitating Coviguard’s and contracted third-party testing and
production of sample process and, in connection therewith, the
Company has engaged reputable third-party laboratories to design
testing protocols and procedures. The CoviGuard™ product has been
formulated pursuant to these ongoing protocols and procedures and,
following its past and correct practices, will publish the results
of ongoing tests and manufacturing schedules once available to the
Company.
While there can be no assurance that the Commission will grant the
Company’s Petition and lift the trading suspension, the is hopeful
that the Commission will carefully consider the Petition and lift
the suspension.
Item
9.01 Exhibits
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:
August 28, 2020
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Lord
Global Corporation |
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By: |
/s/ Joseph Frontiere |
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Name: |
Joseph
Frontiere |
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Title: |
Chief
Executive Officer |
Lord Global (CE) (USOTC:LRDG)
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