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): October 25, 2020
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. ☐
Item 4.01 Changes in Registrant’s Certifying
Accountant.
On October 25, 2020, the Audit Committee of the Board of
Directors of Youngevity International, Inc. (the
“Company”) approved the appointment of MaloneBailey,
LLP (“MaloneBailey”) as its new independent
registered public accounting firm responsible for auditing its
financial statements. During the Company’s two most recent
fiscal years ended December 31, 2019 and 2018, and the subsequent
interim period through October 25, 2020, neither the Company, nor
anyone on its behalf, consulted with MaloneBailey regarding either:
(i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company’s financial
statements, and neither a written report nor oral advice was
provided to the Company that was an important factor considered by
the Company in reaching a decision as to the accounting, auditing
or financial reporting issue; or (ii) any matter that was either
the subject of a disagreement as defined in Item 304(a)(1)(iv) of
Regulation S-K or a reportable event as described in Item
304(a)(1)(v) of Regulation S-K.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
October 25, 2020, William G. Thompson resigned from the Board of
Directors of the Company and as a member and chairman of the Audit
Committee to accept the position of Chief Financial Officer of the
Company. In connection with Mr. Thompson’s appointment, David
S. Briskie was appointed Chief Investment Officer of the Company
and resigned as the Company’s Chief Financial Officer. Mr.
Briskie also retains his title as the Company’s
President.
Mr.
Thompson’s and Mr. Briskie’s resignations were not a
result of any disagreement with the Company on any matter relating
to the Company’s operations, policies or
practices.
Mr.
Thompson, age 59, had served on the Company’s Board of
Directors since June 10, 2013. He most recently served from March
2013 to September 2019 as Chief Financial Officer of Broadcast
Company of the Americas, a radio station operator in San Diego,
California. He served as Corporate Controller for the Company from
2011 to March 2013 and for Breach Security, a developer of web
application firewalls, from 2007 to 2010. Prior to 2007, Mr.
Thompson was Divisional Controller for Mediaspan Group and Chief
Financial Officer of Triathlon Broadcasting Company.
As
Chief Financial Officer, Mr. Thompson will receive a base salary of
$200,000 a year and will be eligible to receive an annual bonus as
may be determined by the Company. Except as set forth herein, there
are no understandings or arrangements between Mr. Thompson and any
other person pursuant to which Mr. Thompson
was appointed Chief Financial Officer of the Company.
On
October 27, 2020, Daniel Dorsey was appointed to the Board of
Directors of the Company to fill the vacancy created by Mr.
Thompson’s resignation. The appointment of Mr. Dorsey, which
is effective immediately, means that the size of the Board will
remain at five (5) members. Mr. Dorsey will serve on the Audit
Committee and his term as a director will continue until such time
as his successor is duly elected and qualified, or until his
earlier resignation or removal.
There
are no family relationships between Mr. Dorsey and any of the
Company’s directors or executive officers and Mr. Dorsey has
no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K. Other
than as described below, there were no arrangements or
understandings by which Mr. Dorsey was named as a member of the
Board.
Mr.
Dorsey will receive the Company’s standard non-cash
compensation as a non-employee director.
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:
October 28, 2020
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By:
/s/ David
Briskie
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Name:
David Briskie
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Title:
President and Chief Investment Officer
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