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): September 19,
2018
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 1.01. Entry into a Material Definitive
Agreement.
Offering
On
September 19, 2018, Youngevity International, Inc. (the
“Company”) closed the second tranche of its best
efforts offering (the “Offering”) of Series C
convertible preferred stock, par value $0.001 per share (the
“Series C Preferred Stock”), and entered into a
Securities Purchase Agreement (the “Purchase
Agreement”) with four accredited investors pursuant to which
the Company sold 76,315 shares of Series C Preferred Stock,
initially convertible into 152,630 shares of the Company’s
common stock, par value $0.001 per share (the “Common
Stock”), at an offering price of $9.50 per
share.
Pursuant to the
Purchase Agreement, the Company has agreed to issue a two-year
warrant to purchase shares of Common Stock at an exercise price of
$4.75 (the “Warrant”) to each investor that voluntarily
converts their Series C Preferred Stock to Common Stock. The
Warrant contains certain anti-dilution provisions that apply in
connection with any stock split, stock dividend, stock combination,
recapitalization of the Company.
The
Company entered into a Placement Agent Agreement, dated July 31,
2018 pursuant to which the Company agreed to pay the placement
agent, subject to certain exclusions, a fee of 5.0% of the gross
proceeds of the Offering and a non-accountable expense allowance of
2.0% of the gross proceeds. In addition, the Company agreed to
issue to the placement agent, or its permitted assigns, warrants of
the Company equal to ten percent (10%) of any warrants issued to
investors pursuant to the Offering, if and when any such warrants
are issued to the investors.
The
proceeds to the Company from the second closing of the Offering
were $724,992.50. No commissions or offering expenses were paid to
the placement agent.
Pursuant to the
terms of a Registration Rights Agreement, the Company has agreed to
file a registration statement with the Securities and Exchange
Commission to register the shares of Common Stock issuable upon
conversion of the Series C Preferred and the shares of Common Stock
issuable upon exercise thereof.
The
foregoing description of the terms of the Warrant, Placement Agent
Agreement, Purchase Agreement and Registration Rights Agreement do
not purport to be complete and is subject to, and are qualified in
their entirety by reference to the provisions of such agreements,
the forms of which were filed as Exhibits 4.1, 10.1. 10.2, and
10.3, respectively, to the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission on August 21,
2018 and are incorporated herein by reference. The provisions of
the Placement Agent Agreement and Purchase Agreement, including the
representations and warranties contained therein, are not for the
benefit of any party other than the parties to such agreement and
are not intended as a document for investors and the public to
obtain factual information about the current state of affairs of
the parties to that document. Rather, investors and the public
should look to other disclosures contained in the Company’s
filings with the Securities and Exchange Commission.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
The
following exhibits are filed with this Current Report on Form
8-K:
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Exhibit Number
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Description
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Form of
Warrant (Incorporated by reference to the Form 8-K filed with the
Securities and Exchange Commission on August 21, 2018 (File No.
000-54900)
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Placement
Agent Agreement, dated July 31, 2018, between Youngevity
International, Inc. and Corinthian Partners, LLC (Incorporated by
reference to the Form 8-K filed with the Securities and Exchange
Commission on August 21, 2018 (File No. 000-54900)
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Form of
Securities Purchase Agreement by and between Youngevity
International, Inc and the purchasers named therein (Incorporated
by reference to the Form 8-K filed with the Securities and Exchange
Commission on August 21, 2018 (File No. 000-54900)
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Form of
Registration Rights Agreement by and between Youngevity
International, Inc and the purchasers named therein (Incorporated
by reference to the Form 8-K filed with the Securities and Exchange
Commission on August 21, 2018 (File No. 000-54900)
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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 dul’y authorized.
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YOUNGEVITY
INTERNATIONAL, INC.
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Date:
September 21, 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
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Exhibit Number
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Description
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Form of
Warrant (Incorporated by reference to the Form 8-K filed with the
Securities and Exchange Commission on August 21, 2018 (File No.
000-54900)
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Placement
Agent Agreement, dated July 31, 2018, between Youngevity
International, Inc. and Corinthian Partners, LLC (Incorporated by
reference to the Form 8-K filed with the Securities and Exchange
Commission on August 21, 2018 (File No. 000-54900)
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Form of
Securities Purchase Agreement by and between Youngevity
International, Inc and the purchasers named therein (Incorporated
by reference to the Form 8-K filed with the Securities and Exchange
Commission on August 21, 2018 (File No. 000-54900)
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Form of
Registration Rights Agreement by and between Youngevity
International, Inc and the purchasers named therein (Incorporated
by reference to the Form 8-K filed with the Securities and Exchange
Commission on August 21, 2018 (File No. 000-54900)
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