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 2 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/ 3 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 4 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). 5 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. 6 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: (801) 323-2214 apanek@fabianvancott.com Attorney for Petition
Oh gotcha. I’m guilty of misreading it too. What the petition pointed out to me was that the April PR mentions oxithymol (no epa reg though) The July PR just calls it a disinfectant. We all (SEC included) assumed they were talking about their oxithymol in July. Which in hindsight if they were, of course they would have named oxithymol in the July PR as well. But they specifically just call it a disinfectant. And we’ve learned the disinfectant they’re using is in fact EPA registered. With regards to them issuing an 8k to clarify, I think that hurts their case that they didn’t publish anything false and isn’t needed.