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): September 10,
2020
Lord Global Corporation
(Exact
name of Company as specified in its charter)
Nevada |
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001-36877 |
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45-3942184 |
(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
Title
of each class |
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Trading
Symbol(s) |
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Name
of each exchange on which registered |
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
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
July 10, 2020, Lord Global Corporation (the “Company”) entered into
a Joint Venture and Revenue Sharing Agreement (the “Agreement”)
with 81 Logistics Group LLC, founded and owned by Tim Brown, a
member of the NFL Hall of Fame (“81 Logistics Group”). As a
minority, Black owned company, 81 Logistics Group is one of the
only Black owned companies licensed to distribute fuel in all 50
states. A copy of the Agreement is attached as Exhibit 10.1 to this
Form 8-K. Pursuant to the Agreement, in consideration for 81
Logistics Group sharing revenues generated by 81 Logistic Group’s
contracts with third parties for the purchase and sale of petroleum
products pursuant to the terms set forth in the Agreement (the
“Revenue Contracts”), the Company has agreed to issue to 81
Logistics Group or its designees 3,500 sharers of Series G
Convertible Preferred Stock (the “Series G Preferred”), each
convertible into 1,000 shares of the Company’s common stock, par
value $0.001 (“Common Stock”). The number of shares of Series G
Preferred is subject to adjustment as set forth in the Agreement
and beneficial ownership limitations set forth in the Series G
Preferred Certificate of Designation, as described below. Reference
is made to Item 3.02-Unregistered Sales of Equity Securities,
below.
The
number of shares of Series G Preferred are subject to adjustment at
the six-month and twelve-month anniversaries of the Agreement,
based upon the value of the shares compared to the proceeds
generated for the Company by the Revenue Contacts. In addition, the
conversion rights of 81 Logistics Group (or its designee) are
subject to beneficial ownership limitations contained in the
Certificate of Designation applicable to the shares of Series G
Preferred, in relevant part, as follows:
“provided,
however, that in no event shall any Holder be entitled to convert .
. . [if] . . . the sum of (1) the number of shares of Common Stock
beneficially owned by the Holder and its affiliates . . . and (2)
the number of . . . shares issuable upon the conversion of [shares]
of Series G Preferred Stock . . . would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of
the then outstanding shares of Common Stock.”
The
Agreement provides, among other things, that 100% of the proceeds
of each Revenue Contract be paid into an account designated by the
Company and 81 Logistics Group (the Account”) and the Company shall
then be responsible for disbursement of funds from the Account to
the Seller, as set forth in each Revenue Contract with the
remaining proceeds to be shared between 81 Logistics Group and the
Company, which is subject to adjustment based upon the profit
margins of each Revenue Contract.
On
August 6, 2020, 27 Health Inc. (“27 Health”), the Company’s wholly
owned subsidiary, entered into a Mentor-Protégé Agreement (“Mentor
Agreement”) with Innovative Regulatory Risk Advisors LLC, a Texas
limited liability company and, as a minority, Black owned company,
is certified as an SBA 8(a) firm (“IRRA”) licensed to receive
contracts from the U.S. Government on a no bid basis. Pursuant to
the terms of the Mentor Agreement, which has a term of 3 years
subject to a renewal for an additional 3 years and is subject to
approval of the U.S. Small Business Administration’s Director, the
Company will provide IRRA with funding support and business
development planning in furtherance of IRRA’s business, which is to
sell a wide variety of products, including petroleum and other
energy products, to the U.S. Government.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Pursuant
to the terms of the Joint Venture and Revenue Sharing Agreement
with 81 Logistics Group LLC, as discussed in Item 1.01 above, the
Company agreed to issue to 81 Logistics Group or its designees
3,500 shares of Series G Convertible Preferred Stock (the “Series G
Preferred”). The Company intends to issue the shares of Series G
Preferred within ten days. Reference is made to Series G Preferred
Certificate of Designation, filed as Exhibit 5.1 hereto.
ITEM
8.01 OTHER EVENTS.
On September 10, 2020, the Company issued a press release
announcing that:
(i) it had entered into a strategic partnership with 81 Logistics
Group LLC [see Exhibit 10.1 hereto]; (ii) 81 Logistics Group LLC
has reached an agreement with Exxon Mobile to be a reseller of fuel
products [see Exhibit 10.3 hereto] and further disclosing that by
becoming an Exxon Mobil reseller, it should enable the Company’s
partnership with 81 Logistics Group LLC to perform on its agreement
under a major fuel distributor agreement announced in a separate
release on August 10, 2020 that should generate over $50 million in
revenues per week; and (iii) 27 Health entered into a partnership
with Innovative Regulatory Risk Advisors LLC (IRRA), the Company
believes that it is in an ideal position to pursue contracts with
the U.S. government under the Small Business Administration’s
mentor/protégé program. IRRA is an SBA 8(a) licensee, which enables
them to sell products to the U.S. federal government on a no bid
basis for a period of 9 years.
The
Company’s release on September 10 also disclosed that 81 Logistics
Group and IRRA, both minority, Black owned businesses, together
with the Company’s minority equity interest in a Black owned
subsidiary, J.A. Lafayette, should enable the Company to identity a
large number of business and investment opportunities in Black
owned businesses doing business with both the public and private
sector, which the Company believes have been largely ignored for
far too long.
A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
ITEM
9.01—FINANCIAL STATEMENTS AND EXHIBITS
The
following is filed as an exhibit to this report:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated:
September 10, 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 |