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 9,
2017
YOUNGEVITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-54900
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90-0890517
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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2400 Boswell Road, Chula Vista, CA 91914
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (619) 934-3980
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in 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 checkmark 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 4.02
Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On
August 9, 2017, Youngevity International, Inc. (the
“Company”) and the Audit Committee of the Company
concluded that the Company’s Consolidated Statements of Cash
Flows contained in its Annual Report on Form 10-K for the year
ended December 31, 2016 and its quarterly reports on Form 10-Q for
the quarters ended March 31, 2016, June 30, 2016, September 30,
2016 and March 31, 2017 should not be relied upon due to an
error in the presentation of cash flow
activity under the Company’s factoring
facility.
The
Company intends to restate the Consolidated Statement of Cash Flows
for the year ended December 31, 2016 previously filed by the
Company in its Annual Report on Form 10-K for the year ended
December 31, 2016 as well as the interim Consolidated Statements of
Cash Flows for the quarters ended March 31, 2016, June 30,
2016 and September 30, 2016, previously filed by the Company
in its quarterly reports on Form 10-Q for the same periods, in an
amendment to the Company’s Annual Report on Form 10-K for the
year ended December 31, 2016 (the “Form 10-K/A”). Based
on the information regarding the affected periods in 2016 that the
Company intends to include in its Form 10-K/A, the Company does not
intend to file amendments to its quarterly reports on Form 10-Q for
such periods at this time. The Company also intends to restate the
Consolidated Statement of Cash Flows previously filed in its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017
in an amendment to the Company’s Quarterly Report on Form
10-Q for the quarter ended March 31, 2017.
The restatement adjustments, which will correct an error in the
presentation of cash flow activity under the Company’s
factoring facility to properly reflect net borrowings and net
payments, are anticipated to
decrease net cash provided by operating activities in the
Consolidated Statements of Cash Flows and increase net cash
provided by financing activities, except for the quarter ended
March 31, 2016, it is anticipated to increase net cash provided by
operating activities and increase net cash used in financing
activities. There was no impact
to the net increase or decrease in cash or cash balances. There was
also no impact to the Consolidated Balance Sheets and Consolidated
Statements of Operations.
Pursuant to this Item 4.02(a), the Company's management and Audit
Committee have discussed the matters disclosed in this Current
Report on Form 8-K with the Company's independent registered public
accounting firm, Mayer Hoffman McCann P.C.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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YOUNGEVITY
INTERNATIONAL, INC.
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Date:
August 14, 2017
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By: /s/
David
Briskie
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Name:
David Briskie
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Title:
Chief Financial Officer
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