Attached files
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 20, 2020
YOUNGEVITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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:
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. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
On
March 20, 2020, Youngevity International, Inc. (the
“Company”) entered into a Securities Purchase Agreement
(the “SPA”) with Daniel Mangless
(“Mangless”), pursuant to which it issued a senior
secured promissory note (the “Note”) in the principal
amount of $1,000,000, due March 20, 2021, bearing interest at 18%
per annum. The Note is prepayable, at the option of the Company, at
any time without premium or penalty. Pursuant to a Pledge and
Security Agreement, dated March 20, 2020, entered into by the
Company and CLR Roasters, LLC (“CLR”) with Mangless
(the “Security Agreement”), the Note is secured by a
first priority lien granted by CLR in its rights under the Finance,
Security and AR AP Monetization Agreement, dated March 6, 2020 by
and between H&H Coffee Group Export Corp., H&H Export Y
Cia. Ltda and CLR to receive certain payments. Mangless received
50,000 shares of the Company’s stock from the Company in
connection with his investment.
The foregoing description of the terms of the Note, SPA and
Security 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,
10.1 and 10.2, respectively, to this Current Report on Form 8-K and
are incorporated herein by reference. The provisions of the Note,
SPA and Security 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 2.03. Creation of a Direct Financial obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
disclosure set forth in Item 1.01 of this Current Report on Form
8-K is incorporated into this Item 2.03 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 Note and
shares of the Company’s Common Stock to Mangless in reliance
on the exemption from registration provided for under Section
4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”). The Company relied on this exemption
from registration for private placements based in part on the
representations made by Mangless with respect to his 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
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Description
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18%
Senior Secured Promissory Note, dated dated March 20,
2020.
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Securities
Purchase Agreement, by and between Youngevity International, Inc.
and Daniel Mangless, dated March 20, 2020.
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Pledge
and Security Agreement, by and between Youngevity International,
Inc. and Daniel Mangless, dated March 20, 2020.
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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 26, 2020
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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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