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~~September 2110, 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
N/A		N/A		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.

~~Explanatory~~On ~~Note:~~September ~~This~~10, ~~Form~~2020, ~~8-K~~the isCompany ~~being~~issued ~~filed~~a bypress ~~Lord~~release ~~Global~~announcing ~~Corporation~~ that: (~~“LRDG”~~i) orit ~~“Company”)~~had entered into a strategic partnership with ~~the~~81 ~~United States~~Logistics ~~Securities~~Group ~~and~~LLC ~~Exchange~~[see ~~Commission~~Exhibit ~~(the~~10.1 ~~“Commission”~~hereto]; (ii) in81 ~~response~~Logistics toGroup LLC ~~the~~has ~~Commission’s~~reached ~~temporary~~an ~~suspension, pursuant~~agreement with Exxon Mobile to ~~Section~~be ~~12(k)~~a reseller of ~~the~~fuel ~~Securities~~products ~~Exchange~~[see ~~Act~~Exhibit of10.3 ~~1934~~hereto] and further disclosing that by becoming an Exxon Mobil reseller, ofit ~~trading~~should inenable the ~~securities~~Company’s ofpartnership ~~Lord~~with ~~Global~~81 ~~Corp.~~Logistics ~~(LRDG)~~Group ~~commencing~~LLC to perform aton ~~9:30~~its ~~a.m.~~agreement ~~EDT~~under ona ~~August~~major ~~21,~~fuel ~~2020,~~distributor ~~and~~agreement ~~terminating~~announced atin ~~11:59~~a ~~p.m.~~separate ~~EDT~~release on ~~September~~August 310, 2020. ~~The~~that ~~Commission~~should ~~temporarily suspended~~generate ~~trading~~over $50 million in ~~the~~revenues ~~securities~~per ofweek; ~~LRDG~~and ~~because~~(iii) of27 ~~questions~~Health ~~regarding~~entered ~~the~~into ~~accuracy~~a ~~and~~partnership ~~adequacy~~with ofInnovative ~~information~~Regulatory inRisk Advisors LLC (IRRA), the ~~marketplace~~Company ~~relating to~~believes ~~LRDG~~that ~~common~~it ~~stock.~~is ~~The~~in ~~questions~~an ~~relate~~ideal position to ~~statements~~pursue ~~LRDG~~contracts ~~made~~with ~~about~~the ~~oral~~U.S. ~~and~~government ~~nasal~~under ~~sanitizers~~the ~~that~~Small Business ~~the~~Administration’s ~~company~~mentor/protégé ~~claims~~program. ~~protect against~~IRRA ~~the~~is ~~virus~~an ~~that~~SBA ~~causes~~8(a) ~~COVID-19~~licensee, which ~~LRDG~~enables ~~made~~them into ~~press~~sell products ~~releases~~to ~~and~~the ~~Commission~~U.S. ~~filings~~federal ~~between~~government ~~June~~on 2a ~~and~~no ~~August~~bid ~~18, 2020~~basis for a period of 9 years.

The Company’s ~~has~~release ~~submitted~~on ~~correspondence~~September to10 ~~the~~also ~~Commission~~disclosed ~~explaining~~that ~~the~~81 ~~Company’s~~Logistics ~~belief~~Group ~~that~~and ~~each~~IRRA, ofboth ~~the~~minority, ~~Company’s press~~Black ~~releases~~owned ~~and~~businesses, together ~~filing~~ with the ~~Commission~~Company’s ~~were~~minority ~~accurate~~equity ~~and~~interest ~~adequate,~~in ~~based~~a ~~upon~~Black ~~the~~owned ~~best~~subsidiary, ~~judgment~~J.A. ofLafayette, ~~the~~should ~~Company~~enable at the ~~date~~Company ofto ~~each~~identity ~~such~~a ~~press~~large ~~release~~number ~~and~~of ~~filing~~business and, toinvestment ~~the~~opportunities ~~extent~~in ~~that~~Black ~~facts~~owned ~~came~~businesses todoing ~~the~~business ~~Company’s~~with ~~attention~~both ~~that~~the ~~indicated that~~public ~~any~~and ~~statements~~private ~~made required modification~~sector, which the Company, inbelieves ahave ~~timely~~been ~~manner,~~largely ~~issued~~ignored ~~updated~~for ~~press~~far ~~releases~~too ~~and/or filings with the Commission~~long.

InA ~~addition,~~copy onof ~~August 25, 2020,~~ the ~~Company~~press ~~submitted~~release ais ~~Sworn~~attached ~~Petition~~hereto toas ~~the~~Exhibit ~~Commission pursuant to 17CFR 202~~99.~~5(c)~~1 and ~~§12(k)(1)(A) of~~incorporated ~~the~~herein ~~Exchange~~by ~~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~~reference.

~~Press~~ITEM ~~Releases~~9.01—FINANCIAL ~~and~~STATEMENTS ~~Filings~~AND EXHIBITS

AsThe ~~detailed~~following inis ~~the~~filed ~~Company’s~~as ~~Petition,~~an ~~the~~exhibit ~~Company issued several press releases designed~~ to ~~provide~~this 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 followsreport:

(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™;

Exhibit Number		Title of Document
5.1		Certificate of Designation of Series C Convertible Preferred Stock, filed herewith.
10.1		Joint Venture and Revenue Sharing Agreement between the Company. and 81 Logistics Group LLC dated July 10, 2020, filed herewith
10.2		All Small Mentor-Protégé Agreement between 27 Health Inc. and Innovative Regulatory Risk Advisors LLC dated August 6, 2020, filed herewith.
10.3		Exxon Mobil (Seller) and 81 Logistics Group (Buyer) Letter Agreement dated September 1, 2020, filed herewith
99.1		Press Release issued by the Company dated September 10, 2020, filed herewith.

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~Company~~Registrant has duly caused this report to be signed on on its behalf by the undersigned hereunto duly authorized.

Dated: August 28, 2020

Dated: September 10, 2020

	LORD GLOBAL CORPORATION

	By:	/s/ Joseph Frontiere
	Name:	Joseph Frontiere
	Title:	Chief Executive Officer

Lord Global Corporation By: /s/ Joseph Frontiere Name: Joseph Frontiere Title: Chief Executive Officer

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