UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
August 21, 2017
JRjr33, INC.
(Exact name of registrant as specified in its charter)
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Florida
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Commission
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98-0534701
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(State or other jurisdiction
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File No.:
001-36755
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(IRS Employer
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of incorporation or organization)
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Identification No.)
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2950 North Harwood Street, 22nd Floor, Dallas, Texas 75201
(Address of principal executive offices and zip code)
(469) 913-4115
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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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 3.03.
Material Modification to Rights of Security Holders
On August 5, 2017, Rochon Capital Partners, Ltd., a Texas Limited Partnership (“RCP”) entered into a Second Permitted Transferee Agreement (the “ Second Agreement”) with Huckleberry Investments LLP, a UK limited liability partnership (“Huckleberry”). RCP agreed that Huckleberry is not nor will it be subsequently deemed as an Acquiring Person as defined by the second amendment to the Share Exchange Agreement dated October 10, 2014 by and between JRjr33, Inc. f/k/a “CVSL Inc. (the “Company”) and RCP under the following conditions: Huckleberry may acquire up to, but not exceed, twenty percent (20%) of the outstanding shares of common stock of the Company available on the open market over the consecutive ninety (90) days following the effective date of the Agreement. Subject to these conditions, RCP agrees to irrevocably waive its right to trigger the issuance of the second tranche parent stock to RCP or a permitted transferee as defined by the Share Exchange Agreement as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is being filed as part of this Current Report on Form 8-K.
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Exhibit No.
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Description of Exhibit
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99.1
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Second Permitted Transferee Agreement
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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, thereunto duly authorized.
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JRjr33, Inc.
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Date: August 11, 2017
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By:
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/s/ John P. Rochon
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John P. Rochon
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Chief Executive Officer and President
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Second Permitted Transferee Agreement
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Exhibit 99.1
SECOND PERMITTED TRANSFERREE AGREEMENT
As of August 5, 2017, John P. Rochon, as the President of the General Partner of Rochon Capital Partners, Ltd., a Texas Limited Partnership with a principal office of 2950 N. Harwood Street Suite 2200, Dallas, Texas 75201 (“RCP”) and Huckleberry Investments LLP a UK investment advisor with a principal office of 28 Devereux Lane, London, SW 13 8DA, UK (“Huckleberry”) agree to this Second Permitted Transferree Agreement (“Second Agreement”) effective as of the expiration of the Permitted Transferee Agreement (“Agreement”). Each of the parties to this Second Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Share Exchange Agreement (“SEA”) dated August 24, 2012 as amended.
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1.
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John P. Rochon, as the President of the General Partner of RCP agrees that Huckleberry is not nor will it be subsequently deemed an Acquiring Person as defined by the second amendment to the SEA dated as of October 10, 2014 by and between JRjr33, Inc. f/k/a CVSL Inc. (JRJR), and Rochon Capital Partners, Ltd. (“RCP”) under the following conditions:
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a.
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Huckleberry may acquire up to, but not exceed, twenty percent (20%) of the outstanding shares of common stock of JRJR available on the open market over the consecutive 90 days following the effective date of this Agreement.
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2.
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Subject to the conditions stated in 1(a) herein, RCP agrees to irrevocably waive its right to trigger the issuance of the Second Tranche Parent stock issued to RCP or a Permitted Transferee.
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3.
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After 90 days from the effective date of this Second Agreement, Huckleberry, its affiliates or associated persons, will require subsequent written authorization from John P. Rochon if Huckleberry is to not be considered an Acquiring Person
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This is the entire Second Agreement between the Parties on the subject matter hereof superseding all prior agreements or understandings, whether written or oral.
ROCHON CAPITAL PARTNERS, LTD.
By: John Rochon Management, Inc., its General Partner
By: ____________________________
Name: John P. Rochon
Title: President
HUCKLEBERRY INVESTMENTS LLP
By: ______________________________
Name: Oliver C. Davies
Title: Principal