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 12, 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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OTCQX
Market
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Series
D Preferred Stock
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YGYIP
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OTCQX
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 2.04 Triggering
Events That Accelerate or Increase a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet
Arrangement.
On
December 12, 2020, that certain 8% Credit Note, in the principal
amount of $5,000,000 (the “Credit Note”), issued by CLR
Roasters, LLC (“CLR”), a wholly owned subsidiary of
Youngevity International, Inc. (the “Company’), under
that certain Credit Agreement, dated as of December 13, 2018, by
and between CLR, Siles Family Plantation Group and Carl Grover
(“Grover”) became due and matured in accordance with
its terms. CLR did not make the payment due upon the maturity date
of the Credit Note and is in negotiations with the estate of Mr.
Grover regarding a forbearance. Pursuant to a Security Agreement,
dated December 13, 2018, entered into by CLR with Grover, the
Credit Note is secured by a first priority lien granted by CLR in
its green coffee inventory. In addition, CLR’s
subsidiary, Siles Family Plantation Group S.A. executed a separate
Guaranty Agreement, dated December 13, 2018, and Stephan
Wallach and Michelle Wallach, pledged 1,500,000 shares of the
Company’s Common Stock held by them to secure the Credit
Note.
On
December 31, 2020, that certain 18% Senior Secured Promissory Note,
dated March 30, 2020, between the Company and Daniel J. Mangless
(“Mangless”) in the principal amount of $1,000,000 (the
“Mangless Note”) became due and matured in
accordance with its terms. The Company do not make the payment due
upon the maturity date of the note, has received a verbal
forbearance from Mangless through January 31, 2021, and is in
negotiations regarding an additional forbearance. Pursuant to a
Pledge and Security Agreement, dated March 20, 2020, entered into
by the Company and CLR Roasters, LLC (“CLR”) with
Mangless, the Mangless 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.
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 29, 2021
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By:
/s/ William
Thompson
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Name:
William Thompson
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Title:
Chief Financial Officer
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