Attached files
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| EX-10.1 - EXHIBIT 10.1 - Youngevity International, Inc. | ygyi_ex101.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): January 9,
2019
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 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
January 9, 2019, the Board of Directors of Youngevity
International, Inc. (the “Company”) granted to David
Briskie an option to purchase 541,471 shares of the Company’s
common stock (the “Common Stock”). The stock option
granted to Mr. Briskie has an exercise price of $5.56 per share,
which is the closing price of the Common Stock on the date of the
grant (January 9, 2019), vested upon issuance and expires ten (10)
years from the date of the grant, unless terminated earlier. The
stock option was granted pursuant to the Company’s Amended
and Restated 2012 Stock Option Plan (the “2012 Option
Plan”) and the Company’s existing registration
statement on Form S-8 for the 2012 Stock Option Plan.
On
January 9, 2019, the Board of Directors of the Company also granted
to each non-executive member of the Board an option to purchase
50,000 shares of the Company’s Common Stock. The stock
options granted have an exercise price of $5.56 per share, which is
the closing price of the Common Stock on the date of the grant
(January 9, 2019), vest upon issuance and expire ten (10) years
from the date of the grant, unless terminated earlier. The stock
options were granted pursuant to the Company’s 2012 Stock
Option Plan and the Company’s existing registration statement
on Form S-8 for the 2012 Stock Option Plan.
In
addition, on January 9, 2019, the Board of Directors of the Company
approved an amendment (the “Amendment”) to the 2012
Stock Option Plan to increase the number of shares available for
issuance thereunder from 4,000,000 shares of Common Stock to
9,000,000 shares of Common Stock. The Amendment was also approved
on January 9, 2019 by the stockholders holding a majority of the
Company's outstanding voting securities but will not be effective
until the 20th day following the mailing of a definitive
information statement to Issuer’s stockholders regarding the
Amendment (the “Approval Date”).
On
January 9, 2019, the Board of Directors of the Company also agreed
effective as of the Approval Date, to award an option to Steve
Wallach to purchase 500,000 shares of the Company’s Common
Stock, an option to Michelle Wallach to purchase 500,000 shares of
the Company’s Common Stock and an option to David Briskie to
purchase 458,529 shares of the Company’s Common Stock, each
having an exercise price equal to the fair market value of the
common stock on the Approval Date, vesting upon grant date and
expiring ten (10) years thereafter.
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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Second
Amended and Restated 2012 Stock Option Plan.
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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:
January 11, 2019
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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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10.1
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Second
Amended and Restated 2012 Stock Option Plan.
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