Attached files
| file | filename |
|---|---|
| EX-99.1 - 99.1 - Youngevity International, Inc. | ex99-1.htm |
| EX-5.1 - 5.1 - Youngevity International, Inc. | ex5-1.htm |
| EX-3 - 3.2 - Youngevity International, Inc. | ex3-2.htm |
| EX-1 - 1.1 - Youngevity International, Inc. | ex1-1.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): December 17, 2019
YOUNGEVITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-38116
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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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common
Stock
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YGYI
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The
Nasdaq Capital Market
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Series
D Preferred Stock
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YGYIP
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The
Nasdaq Capital Market
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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. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On
December 17, 2019, Youngevity International, Inc. (the
“Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with The Benchmark Company,
LLC, as representative of the several underwriters named therein
(the “Underwriters”). Pursuant to the Underwriting
Agreement, the Company agreed to sell to the Underwriters, in a
firm commitment underwritten public offering, up to 282,207 shares
(the “Shares”) of the Company’s 9.75% Series D
Cumulative Redeemable Perpetual Preferred Stock, par value $0.001
per share (the “Series D Preferred Stock”), which
includes 36,809 Shares subject to an option granted to the
Underwriters for a period of 45 days to purchase additional shares,
at a price to the public of $22.75 per Share, less underwriting
discounts and commissions (the
“Offering”).
The
gross proceeds from the sale of the Shares, before deducting the
Underwriter’s discounts and commissions and other estimated
offering expenses payable by the Company, are expected to be
approximately $5.58 million (or approximately $6.42 million if the
Underwriters exercise in full their option to purchase the
additional 36,809 Shares). The Company intends to use the net
proceeds from the Offering for working capital and other general
corporate purposes.
The
Shares will be issued in the Offering pursuant to the
Company’s shelf registration statement on Form S-3 (File
No. 333-225053) that was filed with the Securities and
Exchange Commission (the “SEC”) on May 18, 2018, and
declared effective by the SEC on May 29, 2018, and the base
prospectus included therein, as supplemented by the preliminary
prospectus supplement filed with the SEC on December 9, 2019, and a
prospectus supplement, dated December 17, 2019, which was filed
with the SEC on December 18, 2019. The Offering is expected to
close on December 20, 2019, contingent upon the satisfaction
of customary closing conditions.
The
Underwriting Agreement contains customary representations,
warranties and covenants by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties and termination
provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes
of such agreement and as of specific dates, were solely for the
benefit of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties.
The
foregoing description of the material terms of the Underwriting
Agreement is qualified in its entirety by reference to the full
text thereof, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 1.1 and is incorporated by reference
herein.
The
Series D Preferred Stock is listed on The Nasdaq Capital Market
under the symbol “YGYIP.” On December 17, 2019, the
last reported sale price of the Series D Preferred Stock on The
Nasdaq Capital Market was $23.25.
The
Series D Preferred Stock is listed on The Nasdaq Capital Market
under the symbol “YGYIP.” The Benchmark Company, LLC
acted as sole book-running manager of the Offering. Gracin &
Marlow, LLP, New York, New York, counsel to the Company, delivered
an opinion as to the legality of the issuance of the Shares in the
Offering, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 5.1 and is incorporated by reference
herein.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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On
December 17, 2019, the Company filed a Certificate of Increase (the
“Certificate of Increase”) to the Certificate of
Designations, Rights and Preferences of 9.75% Series D Cumulative
Redeemable Perpetual Preferred Stock (the “Certificate of
Designations”) with the Secretary of State of the State of
Delaware increasing the amount of the Company’s authorized
preferred stock designated as Series D Preferred Stock from 460,000
shares to 650,000 shares, with a liquidation preference of $25.00
per share plus any accrued and unpaid dividends, and further
establishing the voting rights, powers, preferences and privileges,
and the relative, participating, optional or other rights, and the
qualifications, limitations or restrictions thereof, of the Series
D Preferred Stock. After the closing of the Offering and the
issuance of the 245,398 Shares (assuming no exercise of the
over-allotment option), the Company will have available for
issuance an additional 71,102 shares of Series D Preferred
Stock.
Under
the terms of the Certificate of Designations, the holders of the
Series D Preferred Stock are entitled to cumulative dividends from
the first day of the calendar month in which the Series D Preferred
Stock is issued on the fifteenth day of each calendar month, when,
as and if declared by our board of directors. Dividends will be
payable out of amounts legally available therefor at a rate equal
to 9.75% per annum per $25.00 of stated liquidation preference per
share, or $2.4375 per share of Series D Preferred Stock per
year.
Holders
of the Series D Preferred Stock generally have no voting
rights.
The
ability of the Company to pay dividends on, make distributions with
respect to, or to repurchase, redeem or acquire its common stock or
any preferred stock ranking on parity with or junior to the Series
D Preferred Stock, is subject to restrictions in the event that the
Company does not declare and either pay or set aside a sum
sufficient for payment of dividends on the Series D Preferred Stock
for the immediately preceding dividend period.
The Series D Preferred Stock is not redeemable by the Company prior
to September 23, 2022, except upon a Change of Control (as
defined in the Certificate of Designations) as described below. On
and after such date, the Company may, at its option, redeem the
Series D Preferred Stock, in whole or in part, at any time or from
time to time, for cash at a redemption price equal to $25.00 per
share, plus any accumulated and unpaid dividends to, but not
including, the redemption date. Upon the occurrence of a Change of
Control, the Company may, at its option, redeem the Series D
Preferred Stock, in whole or in part, within 120 days after the
first date on which such Change of Control occurred, for cash at a
redemption price of $25.00 per share, plus any accumulated and
unpaid dividends to, but not including, the redemption
date.
The
terms of the Series D Preferred Stock are more fully described in
the Certificate of Designations, a copy of which is included as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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The
disclosures in Item 3.03 of this Current Report on Form 8-K are
incorporated herein by reference in this Item 5.03.
On
December 17, 2019, the Company filed the Certificate of Increase
with the Secretary of State of the State of Delaware to increase
the amount of the Company’s authorized preferred stock
designated as Series D Preferred Stock from 460,000 shares to
650,000 shares.
The
terms of the Certificate of Increase are more are more fully
described in the Certificate of Increase, a copy of which is
attached to this Current Report on Form 8-K as Exhibit 3.2 and is
incorporated by reference herein.
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Item 8.01.
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Other Events.
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On December 17, 2019, the Company issued a press release announcing
the pricing of the Offering. A copy of this press release is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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The
following exhibits are filed as a part of this Current Report on
Form 8-K:
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Exhibit Number
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Description
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Underwriting
Agreement, dated December 17, 2019, by and between Youngevity
International, Inc. and The Benchmark Company, LLC, as
representative of the several underwriters named
therein*
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Certificate
of Designations, Rights and Preferences of the 9.75% Series D
Cumulative Redeemable Perpetual Preferred Stock (Incorporated by
reference to Exhibit 3.1 on the Company’s Current Report on
Form 8-K (Commission No. 001-38116) filed with the Securities and
Exchange Commission on September 24, 2019)
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Certificate
of Increase to the Certificate of Designations, Rights and
Preferences of the 9.75% Series D Cumulative Redeemable Perpetual
Preferred Stock*
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Opinion
of Gracin & Marlow, LLP*
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Consent
of Gracin & Marlow, LLP (included in the opinion filed as
Exhibit 5.1)*
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Press
Release of Youngevity International, Inc., dated December 18,
2019*
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*Filed
herewith
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:
December 19, 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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