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EX-3.1 - EXHIBIT 3.1 - Youngevity International, Inc. | ex3-1.htm |
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): March 2,
2018
YOUNGEVITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On
March 2, 2018, the Company filed a Certificate of Designation of
Power, Preferences and Rights of Series B Preferred Stock with the
Secretary of State of the State of Delaware (the “Certificate
of Designation”).
The
shares of Series B Preferred have a stated value of $.001 per share
and are initially convertible at any
time, in whole or in part, at the option of the holders, at an
initial conversion price of $4.75 per share, into two shares of the
Company’s common stock, has no voting rights, and is entitled
to cumulative dividends from
the date of original issue at a rate of 5.0% per annum and a
liquidation preference, ranking
senior to our outstanding Series A Convertible Preferred Stock and
the common stock.
The
foregoing description of the Certificate of Designation does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Designation which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 9.01
Financial Statements and
Exhibits.
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form
8-K:
Exhibit Number
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Description
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Certificate of
Designations of Powers, Preferences and Rights of Series B
Preferred Stock
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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: March 8,
2018
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By:
/s/ David Briskie
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Name: David
Briskie
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Title: President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number
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Description
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Certificate of
Designations of Powers, Preferences and Rights of Series B
Preferred Stock
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