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):
April 14, 2016
JRjr33, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
Florida
|
001-36755
|
98-0534701
|
|
(State or other jurisdiction
|
(Commission File Number)
|
(IRS Employer
|
|
of incorporation or organization)
|
|
Identification No.)
|
2950 North Harwood Street, 22
nd
Floor, Dallas, Texas 75201
(Address of principal executive offices and zip code)
(972) 398-7120
(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:
|
|
|
|
|
|
|
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
|
|
|
|
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
|
|
|
|
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
|
|
|
|
|
|
|
|
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 1.01. Entry into a Material Definitive Agreement.
In connection with the delay in the filing of its Annual Report on Form 10-K for the year ended December 31, 2015 (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”) described below, JRjr33, Inc. (the “Company”) obtained from the holder (the “Holder”) of its 9.75% senior secured convertible note issued on November 20, 2015 (the “Note”) an irrevocable waiver dated April 15, 2016 (the “Waiver”) that the Company’s failure to timely file the Form 10-K with the SEC would not constitute an event of default under the Note, and that any further notice to the Holder under the Note in respect of the same would not be required, with such waiver to be effective until April 25, 2016 (the “Waiver
Period”) unless extended as set forth below. The Holder agreed to extend the Waiver Period (if necessary) beyond April 25, 2016 for successive periods, each consisting of ten (10) business days, until the date the Form 10-K is filed with the SEC, provided that the Company issues to the Holder 50,000 shares of the Company’s common stock for each extension period required beyond April 25, 2016 (without regard to whether the Company requires the full ten (10) business day period for any given extension).
The foregoing description of the Waiver is a summary only and is qualified in its entirety by reference to the complete text of the Waiver, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On April 14, 2016, the Company notified the NYSE MKT LLC (the “NYSE”) that it did not expect to timely file its Form 10-K with the SEC. On April 19, 2016, the Company issued a press release announcing that it received a letter from the NYSE on April 15, 2016 notifying the Company that it is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Form 10-K with the SEC.
The Company primarily attributes the delay in filing the Form 10-K to working through several items; such as new personnel, a newly implemented Enterprise Resource Planning (ERP) system at a major subsidiary and obtaining reports from multiple international markets. The Company continues to work diligently with its independent auditors to provide all the necessary information, including finalization of all adjustments and supporting analysis, so they can complete the audit of financial statements for the fiscal year ended December 31, 2015. The Company has no disagreements with its auditors and expects and intends to complete the filing of the Form 10-K at the earliest possible date, which the Company fully expects to be well in advance of the period allowed by the NYSE.
The NYSE informed the Company that, under the NYSE’s rules, the Company must submit a plan to the NYSE by May 16, 2016 advising of actions it has taken or will take to regain compliance with the continued listed standards by October 17, 2016. The Company can regain compliance with the NYSE listing standards before that deadline by filing the Form 10-K with the SEC. If the Company fails to file the Form 10-K by the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The letter from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.
Until the Company files the Form 10-K, the Company’s common stock will remain listed on the NYSE under the symbol “JRJR,” but will be assigned a late filer (“LF”) indicator to signify late filing status and the Company will be posted to the late filers list on the Listing Standards Filing Status page on the NYSE website.
A copy of the press release disclosing the Company’s receipt of the NYSE notification letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
.
|
|
|
|
|
|
|
Exhibit
|
|
Description
|
|
10.1
|
|
Waiver dated as of April 15, 2016
|
|
99.1
|
|
Press release issued by JRjr33 dated April 19, 2016
|
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.
|
|
|
|
|
|
|
|
JRjr33. Inc.
|
|
|
|
|
|
|
|
|
|
Date: April 19, 2016
|
By:
|
/s/ John P. Rochon
|
|
|
|
John P. Rochon
|
|
|
|
Chief Executive Officer and President
|
EXHIBIT INDEX
|
|
|
|
|
|
|
Exhibit
|
|
Description
|
|
10.1
|
|
Waiver dated as of April 15, 2016
|
|
99.1
|
|
Press release issued by JRjr33 dated April 19, 2016
|
EXHIBIT 10.1
WAIVER
This Waiver (the “
Waiver
”), dated as of April 15, 2016, is hereby executed by Dominion Capital LLC (“
Dominion
”) and JRjr33, Inc. (formerly known as CVSL Inc. (“
CVSL
” and together with JRjr33, Inc., the “
Company
”)).
WHEREAS
, CVSL issued that certain 9.75% Senior Secured Convertible Note (the “
Note
”) in the aggregate original principal amount of $4,000,000 to Dominion (or its registered assigns) on November 20, 2016. Unless otherwise defined herein, each capitalized term defined herein shall have the meaning set forth in the Note.
WHEREAS
, pursuant to Section 4(b) of the Note, the Company hereby notifies Dominion, which the Company understands to be the sole Holder of the Note, that the Company has failed to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “
Annual Report
”) with the Securities and Exchange Commission the (“
SEC
”) pursuant to the Securities Exchange Act of 1934, as amended.
WHEREAS
, Section 17 of the Note provides, with limited exception, that the prior written consent of the Company and Holders of Notes representing at least sixty-five (65%) of the aggregate principal amount of the Notes then outstanding shall be required for any change, waiver or amendment to the Note, and that any change, waiver or amendment so approved shall be binding upon all existing and future holders of the Note.
NOW, THEREFORE,
the Company and Dominion (as the sole Holder of the Note) acknowledge and agree as follows:
|
|
|
|
1.
|
Dominion hereby irrevocably waives any rights it may have as a Holder to deem the Company’s failure to timely file with the SEC the Annual Report as an Event of Default under the Note, or to require any further notice to it under the Note in respect of same, such waiver to be effective until April 25, 2016 unless extended pursuant to Section 2 below (the “
Waiver Period
”).
|
|
|
|
|
2.
|
In consideration of the payment to the Company by Dominion of $1.00, receipt of which is hereby acknowledged, Dominion further irrevocably agrees to extend the Waiver Period (if necessary) beyond April 25, 2016 for successive periods, each consisting of ten (10) Business Days), until the date the Annual Report is filed with the SEC, provided that the Company issues to Dominion 50,000 shares of the Company’s Common Stock for each extension period required beyond April 25, 2016 (without regard to whether the Company requires the full ten (10) Business Day period for any given extension).
|
Upon the filing of the Annual Report with the SEC during the Waiver Period (as it may be extended), the related Event of Default shall be cured as of the original SEC filing due date of the Annual Report.
|
|
|
|
3.
|
The Company represents and warrants to Dominion that it has no disagreements with its auditors and expects and intends to complete the filing of the Annual Report at the earliest possible date, which the Company fully expects to be well in advance of any grace period allowed by the NYSE MKT LLC (the “NYSE”).
|
|
|
|
|
4.
|
Dominion acknowledges that all of the Company’s undertakings hereunder to issue any shares of its Common Stock to it are wholly subject to, and conditioned on attaining, NYSE approval.
|
[Signature page follows]
IN WITNESS WHEREOF, Dominion and the Company have executed this Waiver as of the date first written above.
|
|
|
|
|
|
|
DOMINION CAPITAL LLC
By:
/s/ Mikhail Gurevich
Name:
Mikhail Gurevich
Title:
Managing Members
|
JRJR33, INC.
By:
/s/ John Rochon______
Name:
John Rochon_______
Title:
Chairman & CEO____
Date:
April 15, 2016______
EXHIBIT 99.1
JRJR NETWORKS FILING UPDATE
For Immediate Release
(Dallas, TX, April 19, 2016) --
On April 15, 2016, JRjr33 Inc., doing business as
JRJR Networks
[NYSE MKT: JRJR], received a letter from NYSE MKT LLC (“the Exchange”) noting that it is not in compliance with the listing standards pertaining to the timing of SEC filings, as set forth in Sections 134 and 1101 of the NYSE MKT Company Guide (“the Company Guide”), because of a delay in filing its Annual Report on Form 10-K for the fiscal year ended 2015 (the “Form 10-K”).
“The Company primarily attributes the delay in filing the Form 10-K to working through several items, such as new personnel, a newly implemented Enterprise Resource Planning (ERP) system at a major subsidiary and obtaining reports from multiple international markets. We are working diligently with our independent auditors to provide all the necessary information, including finalization of all adjustments and supporting analysis, so they can complete the audit of financial statements for the fiscal year ended December 31, 2015. The Company has no disagreements with our auditors and we expect and intend to complete the filing of the Form 10-K at the earliest possible date, which we fully expect to be well in advance of the period allowed by the NYSE,” said Chris Brooks, JRJR Networks’ Chief Financial Officer
.
To maintain its listing, the Company must submit a plan of compliance by May 16, 2016, addressing how it intends to regain compliance with Sections 134 and 1101 of the Company Guide by October 17, 2016. If the plan is accepted, the Company may be able to continue its listing but will be subject to periodic reviews by the Exchange. If the plan is not accepted or if it is accepted but the Company is not in compliance with the continued listing standards by October 17, 2016, or if the Company does not make progress consistent with the plan, the Exchange will initiate delisting procedures as appropriate. The Company’s management is addressing the deficiency and intends to submit a compliance plan before the deadline set by the Exchange.
Cautionary Note Regarding Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this press release are forward-looking statements. In some cases forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” or “will” or the negative of these terms or other comparable terminology and include statements regarding the expected timing of the filing of the Form 10-K .
These forward-looking statements are based on management's expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others,
our ability to expand leadership activities in support of our sales, our ability to continue to grow, and the other risks outlined under “Risk Factors” in our Annual Report on Form 10-K/A for its fiscal year ended December 31, 2014 and
its other filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.
Media Contact
: Russell Mack (
russell.mack@jrjrnetworks.com
)
Investor Relations
: Tucker Gagen (
tucker.gagen@jrjrnetworks.com
)