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): December 5,
2018
YOUNGEVITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
000-54900
|
|
90-0890517
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File No.)
|
|
(IRS
Employer Identification No.)
|
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.
On
December 5, 2018, following its receipt of stockholder approval,
Youngevity International, Inc. (the “Company”) closed
the transactions contemplated by the Exchange Agreement (the
“Exchange Agreement”) it entered into with Carl Grover
(“Grover”) on October 23, 2018 to exchange (the
“Exchange”), subject to stockholder approval, all
amounts owed under an 8% Secured Convertible Promissory Note held
by him in the principal amount of $4,000,000 which matures on July
30, 2019, for 747,664 shares of the Company’s common stock,
$.001 par value (the “Common Stock”), at a conversion
price of $5.35 per share and a four-year warrant to purchase
631,579 shares of Common Stock at an exercise price of $4.75 per
share (the “Grover Warrant”). Ascendant Alternative
Strategies, LLC, a FINRA broker dealer (“Ascendant”),
acted as the Company’s advisor in connection with the
Exchange transaction. In connection with the closing of the
Exchange, the Company issued to Ascendant and its designees an
aggregate of 30,000 shares of Common Stock, a four-year warrant to
purchase 80,000 shares of Common Stock at an exercise price of
$5.35 per share (the “$5.35 Warrants”) and a four-year
warrant to purchase 70,000 shares of Common Stock at an exercise
price of $4.75 per share (the “$4.75
Warrants”).
The
foregoing description of the terms of the Grover Warrant, $5.35
Warrants, $4.75 Warrants and Exchange 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 are filed as Exhibits 4.1, 4.2, 4.3 and 10.1, respectively,
to this Current Report on Form 8-K and are incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
The
information regarding the securities of the Company set forth under
Item 1.01 of this Current Report on Form 8-K is incorporated by
reference in this Item 3.02. The Company issued the shares of the
Company’s Common Stock to Grover Warrant in the Exchange in
reliance on the exemption from registration provided for under
Section 3(a)(9) of the Securities Act of 1933, as amended (the
“Securities Act”). The Company issued the shares of
Common Stock, $5.35 Warrants and $4.75 Warrants to Ascendant in
reliance on the exemption from registration provided for under
Section 4(a)(2) of the Securities Act. The Company relied on this
exemption from registration for private placements based in part on
the representations made by Ascendant with respect to its status as
an accredited investor, as such term is defined in Rule 501(a) of
the Securities Act.
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form
8-K:
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
Form of
Warrant Agreement with Carl Grover (Incorporated by reference to
the Form 8-K filed with the Securities and Exchange Commission on
October 29, 2018 (File No. 000-54900).
|
|
|
|
Form of
$5.35 Warrant Agreement with Ascendant Alternative Strategies, LLC
(Incorporated by reference to the Form 8-K filed with the
Securities and Exchange Commission on October 29, 2018 (File No.
000-54900).
|
|
|
|
Form of
$4.75 Warrant Agreement with Ascendant Alternative Strategies, LLC
(Incorporated by reference to the Form 8-K filed with the
Securities and Exchange Commission on October 29, 2018 (File No.
000-54900).
|
|
|
|
Exchange
Agreement dated October 23, 2018, between Youngevity International,
Inc. and Carl Grover (Incorporated by reference to the Form 8-K
filed with the Securities and Exchange Commission on October 29,
2018 (File No. 000-54900).
|
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.
|
|
YOUNGEVITY
INTERNATIONAL, INC.
|
|
|
|
|
Date:
December 6, 2018
|
By: /s/
David Briskie
|
|
|
Name:
David Briskie
|
|
|
Title:
President and Chief Financial Officer
|
EXHIBIT INDEX
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
Form of
Warrant Agreement with Carl Grover (Incorporated by reference to
the Form 8-K filed with the Securities and Exchange Commission on
October 29, 2018 (File No. 000-54900).
|
|
|
|
Form of
$5.35 Warrant Agreement with Ascendant Alternative Strategies, LLC
(Incorporated by reference to the Form 8-K filed with the
Securities and Exchange Commission on October 29, 2018 (File No.
000-54900).
|
|
|
|
Form of
$4.75 Warrant Agreement with Ascendant Alternative Strategies, LLC
(Incorporated by reference to the Form 8-K filed with the
Securities and Exchange Commission on October 29, 2018 (File No.
000-54900).
|
|
|
|
Exchange
Agreement dated October 23, 2018, between Youngevity International,
Inc. and Carl Grover (Incorporated by reference to the Form 8-K
filed with the Securities and Exchange Commission on October 29,
2018 (File No. 000-54900).
|