Rising Biosciences Inc (RBII)

[lucky, mydog]

RBII FILES 550 PETITION TO TERMINATE SUSPENSION.

UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
In the Matter of PETITION FOR TERMINATION
OF ORDER OF SUSPENSION OF
TRADING IN THE
Rising Biosciences, Inc., SECURITIES OF RISING
BIOSCIENCES, INC.
Petitioner,
This Petition for Termination of Suspension of Trading Securities (“Petition”) of Rising
Biosciences, Inc., a Delaware corporation (“RBII” or the “Company”), is brought pursuant to the
Securities and Exchange Commission (hereinafter the “SEC”) Rules of Practice Section 550.
I. SUMMARY OF PETITION
On August 25, 2020, the SEC pursuant to Section 12(k) of the Securities Exchange Act of
1934, as amended (hereinafter the “Exchange Act”), announced the temporary suspension of
RBII’s securities (hereinafter the “Suspension Order”) for the period beginning at 9:30 a.m. EDT
on August 25, 2020 through 11:59 p.m. EDT on September 8, 2020. The Suspension Order was
and is unnecessary in the interest of the public and was and is also unnecessary for the protection
of investors.
II. PETITIONERS HAVE BEEN ADVERSELY AFFECTED BY THE TRADING
SUSPENSION.
RBII and Mr. Arthur Hall, as an officer and director of the Company (together,
“Petitioners”), have been adversely affected and suffered economic damages due to the trading
suspension of its securities and continue to be adversely affected thereby. The effect of the
Suspension Order has limited the Company’s access to the capital markets, reduced the ability of
the Company to engage distributors and vendors of its products, and all of the Company’s
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shareholders by eliminating the market places through which the securities of the Company can be
traded on. In his capacity as an officer and director, Mr. Hall owes the shareholders of RBII a
fiduciary duty, part of which is to ensure that trading markets for RBII securities are accessible. As
a result, RBII and Mr. Hall have been adversely affected by the Suspension Order.
III. STATEMENT OF FACTS
1. RBII was incorporated in Delaware in 1998 and is located at 1180 Cleveland Road,
Sandusky, Ohio 44870.
2. RBII operates three distinct business units. The first business unit is the physicians’
practice management company focused on the proper use of alternative medicines for the
treatment of chronic pain, opioid addiction, and terminal patients. The second business unit is a
research and development company focusing on oral and topical pharmaceuticals within the strict
standards set forward by the pharmaceutical compounding industry and the FDA. The third
business unit offers cutting edge behavioral health medical treatment for substance addiction from
branches throughout the Midwest.
3. On April 1, 2020, Ohio Governor Mike DeWine requested that manufacturers aid
the state in repurposing their manufacturing facilities to produce difficult to obtain supplies to
respond to the COVID-19 pandemic.1
4. In response to the Governor’s request, the Company launched production of its
Oxithymol disinfectant on April 16, 2020 (the “April Release”).
5. Oxithymol uses a hydrogen peroxide solution that meets the CDC’s approved
guidelines, as an ingredient in its production.
6. On April 21, 2020, the Company learned that the EPA registration process for
Oxithymol would be several months. In order to accommodate the request of Governor DeWine,
1 https://repurposingproject.com/
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the Company contracted with Essential Water Solutions, Inc. to bottle its EPA-registered Oxy
Blast 50 Hydrogen Peroxide Solution (“Blast 50”) in its EPA-registered facilities.
7. Blast 50 can be applied using the Oxi Thyme atomizing ULV/HPLV fogging
system.
8. In April 2020, the Company began, and as of the date hereof is still pursuing, the
necessary registration with the EPA regarding its Oxythymol product.
9. In a press release by the Company on July 17, 2020, the Company announced
revenue growth contributable, in part, to growth in sales of the Oxi Thyme system (the “July
Release”).
10. The Company is unaware of any the purchase or sale of any of its securities by any
officer, director, or affiliate since at least January 1, 2020.
IV. RBII’S PRESS RELEASES ARE ADEQUATE AND ACCURATE
In its Suspension Order, the SEC cites questions and issues regarding the accuracy and
adequacy of the information contained in both the April Release and the July Release. The
questions centered around comments concerning Oxithymol and Oxi Thyme and those products
standing with the CDC and EPA.
April Release
Of relevance, the April Release announced “the production launch of Oxithymol™ a
proprietary, non-toxic, blended formula of CDC approved hydrogen peroxide, thymol and other
natural, environmentally safe ingredients.” Per the Suspension Order, the questions or issues
would appear to relate to the usage of “CDC approved hydrogen peroxide” in the release. It is
important to note that the release does not state, imply, or infer that the CDC has approved the
Oxithymol product. The reference to CDC approval is to the hydrogen peroxide used in the of
Oxithymol. This statement is not inaccurate. The hydrogen peroxide to be used in the production
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of Oxithymol is consistent with the approved guidelines of the CDC for hydrogen peroxide.2 At
no other place in the April Release does the Company state, imply, or infer that Oxithymol is
CDC approved. Further, the CDC is not mentioned in any other part of the April Release.
July Release
Of relevance, the July Release stated that “tilizing a proprietary formulated EPA
registered Hydrogen Peroxide disinfectant, developed with a surfactant, or surface active agent,
Oxi Thyme improves efficiency by lowering surface tension.” Per the Suspension Order, the
questions or issues would appear to relate to the usage of “proprietary formulated EPA registered
Hydrogen Peroxide disinfectant . . .” in the release. This statement is not inaccurate. The reference
to EPA registration is to the product Blast 50, that is bottled by the Company and used in the Oxi
Thyme system. The hydrogen peroxide disinfectant referenced is registered with the EPA. Blast
50 is registered with the EPA under EPA Registration Number 89883-2.3 The Company has a
licensing agreement to bottle Blast 50 and for its use in connection with its Oxi Thyme system. As
stated, Blast 50 is an EPA registered product. Further, the EPA is not mentioned in any other part
of the July Release in connection with any other product.
Further, neither in the April Release, or the July Release suggest that any of the products
cure or vaccinate anybody against COVID-19. The only reference to the pandemic is that the
products help companies and individuals alike adjust to the realities of a COVID-19 world.
V. SUSPENSION IS NOT NECESSARY IN THE PUBLIC INTEREST
The Suspension Order is not in the public interest because the April and July Releases do
not contain any fraudulent, deceitful, or manipulative material. As demonstrated above, the
2 The CDC approved guidelines for Hydrogen Peroxide can be found at
https://www.cdc.gov/infectioncontrol/guidelines/disinfection/disinfection-methods/chemical html#Hydrogen (last
visited August 26, 2020).
3 Details on the registration of Oxy Blast 50 can be found at
https://iaspub.epa.gov/apex/pesticides/f?p=PPLS:8:14924987862984::NO::P8_PUID,P8_RINUM:511283,89883-2
(last visited August 26, 2020).
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information contained in each release was an accurate representation of the operations of the
Company and the content of its products at that particular time. Further, the Company’s stock price
remained largely unchanged from the April Release through the July Release. The Company’s
stock price increased after the announcement of the earnings included in the July Release. This
bump can accurately be attributed to the earnings report included in the July Release. Had it been
related solely (or even in any significant respect) related to any reference in the July Release to
COVID-19, EPA registration, or CDC approval, a similar increase (or any measurable increase for
that matter) would have been experienced after the April Release, which did not occur. Further, as
aforementioned, the Company is unaware of any officer, director, or affiliate trading the
Company’s securities since at least January 1, 2020. In light of the foregoing, there is no reason to
prevent the Company’s shares from trading on OTC Link.
VI. THE SUSPENSION ORDER IS NOT NECESSARY FOR THE PROTECTION OF
INVESTORS
The Suspension Order is not necessary for the protection of investors because all past,
current, and prospective investors have access to all public information of the Company and its
businesses. The Company is current with all filings as required by the OTCMarkets. Further, the
April and July Releases contain valuable and accurate information as to the ongoing operations of
the Company. Current shareholders of the Company are harmed by the inability to liquidate their
holdings in the Company in the event they need liquidity, based solely on an errant reading or
interpretation of the April and July Releases. Further, the information related to the CDC-approved
guidelines and the EPA registration of Blast 50 are publicly available for both current and
prospective investors to review and value accordingly.
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WHEREFORE, Petitioners respectfully request that the Commission enter an order
terminating the suspension of trading in the securities of Rising Biosciences, Inc since the
suspension is not necessary in the public interest or for the protection of investors. Alternatively,
Petitioners would request that the alleged inadequacies and/or inaccuracies within the April and
July Releases at issue be identified and stated with particularity so that Petitioners can properly
reply pursuant to SEC Rule 550.
Dated: August 27, 2020
Respectfully submitted,
FABIAN VANCOTT
By: __________________________
Anthony Michael Panek, Esq.
215 South State Street, Suite 1200
Salt Lake City, Utah 84111
Telephone: [phone]
[e-mail]
Attorney for Petitioners
/s/

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CERTIFICATE OF SERVICE
I, HEREBY CERTIFY that a true and correct copy of the foregoing was filed on August
27, 2020 by electronic delivery to [e-mail].
Pursuant to Release No. 88415, dated March 18, 2020, Petitioner and Petitioner’s legal
counsel, Anthony Michael Panek, agree to waive all paper service of all opinions and orders, and
agree to accept service of all opinions and orders by email delivery. Their email addresses are:
[e-mail] and [e-mail]

https://www.sec.gov/litigation/apdocuments/3-19940-2020-08-27-petition-to-terminate-trading-suspension.pdf