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
Exhibit Definitive Joint Venture Investment and Marketing Agreement dated
10.20. June 18, 2020, filed with the Company's Form 8-K dated June 19,
2020.
Exhibit Coviguard, Inc. PowerPoint Presentation, filed with the Company's
10.21. Form 8-K dated June 19, 2020.
Exhibit Claude Bernard University Study "COVID-19: Nasal and Salivary
10.22. Detection of the SARS-CoV-2 Virus After Antiviral Mouthrinses
(BBCovid), filed herewith.
Exhibit Knowridge Science Report's article published July 18, 2020, filed
10.23. herewith.
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