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):
June 5, 2017
YOUNGEVITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-54900
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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))
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).
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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.
☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On June
5, 2017, Youngevity International, Inc. (the “Company”)
filed a certificate of amendment to its certificate of
incorporation with the Secretary of State of the State of Delaware
(the “Amendment”) to effectuate a reverse stock split
(the “Stock Split”) of its issued and outstanding
shares of common stock on a 1-for-20 basis and to reduce the number
of its authorized shares of common stock from 600,000,000 shares of
common stock to 50,000,000 shares of common stock and the number of
its authorized shares of preferred stock from 100,000,000 shares of
preferred stock to 5,000,000 shares of preferred stock, of which
161,135 shares are designated as Series A convertible preferred
stock. The Stock Split became effective on June 7, 2017 (the
“Effective Date”). As of that date, every 20 shares of
issued and outstanding common stock were converted into one share
of common stock. No fractional shares will be issued in
connection with the Stock Split. Instead, a holder of record of old
common stock on the Effective Date who would otherwise be entitled
to a fraction of a share will, in lieu thereof, be entitled to
receive an amount equal to the fair value thereof, as determined in
good faith by the Company’s board of directors.
All
options, warrants and convertible securities of the Company
outstanding immediately prior to the Stock Split have been
proportionately adjusted for the Stock Split by dividing the number
of shares of common stock into which the options, warrants and
convertible securities are exercisable or convertible by 20 and
multiplying the exercise or conversion price thereof by
20.
Beginning
on June 7, 2017, the Company’s shares of common stock will
trade on the OTCQX Marketplace under the symbol “YGYI,”
with a “D” added for 20 trading days to signify that
the Stock Split has occurred.
The
foregoing description of the Stock Split does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Amendment which is filed as Exhibit 3.1 to this Current
Report on Form 8-K and incorporated herein by
reference.
Item 8.01 Other
Events.
The
Company issued a press release on June 6, 2017 announcing the
effectiveness of the Reverse Split discussed under Item 5.03 of
this report. The press release is attached hereto as Exhibit
99.1.
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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3.1
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Certificate of Amendment to the
Certificate of Incorporation of Youngevity International,
Inc.,
dated June 5,
2017
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99.1
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Press Release dated
June 6, 2017
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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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YOUNGEVITY INTERNATIONAL, INC.
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By:
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/s/ David
Briskie
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David
Briskie
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President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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3.1
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Certificate
of Amendment to the Certificate of Incorporation of Youngevity
International, Inc.,
dated June 5,
2017
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99.1
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Press
Release dated June 6, 2017
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Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
YOUNGEVITY INTERNATIONAL, INC.
YOUNGEVITY
INTERNATIONAL, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware
(the “Corporation”) DOES HEREBY CERTIFY:
FIRST:
That ARTICLE FOURTH shall be amended by replacing ARTICLE FOURTH in
its entirety as follows:
“FOURTH: The
total number of shares of stock which the Corporation shall have
authority to issue is FIFTY MILLION (50,000,000) shares of common
stock, par value $.001 per share (the “Common Stock”)
and FIVE MILLION (5,000,000) shares of preferred stock, par value
$.001 per share (the “Preferred Stock”), of which
161,135 shares shall be designated as Series A convertible
preferred stock, par value $.001 per share (“Series A
Convertible Preferred”).
The
Preferred Stock shall be issued by the board of directors of the
Corporation in one or more classes or one or more series within any
class and such classes or series shall have such voting powers,
full or limited, or no voting powers, and such designations,
preferences, limitations or restrictions as the board of directors
of the corporation may from time to time determine.
The
holders of the Common Stock are entitled to one vote for each share
held at all meetings of stockholders (and written actions in lieu
of meetings). There shall be no cumulative
voting.
Shares
of Common Stock and Preferred Stock may be issued from time to time
as the board of directors of the Corporation shall determine and on
such terms and for such consideration as shall be fixed by the
board of directors.
Upon
this Certificate of Amendment to the Certificate of Incorporation,
as amended, becoming effective pursuant to the DGCL (the
“Effective Time”), every twenty (20), shares of Common
Stock issued and outstanding or held by the Corporation in treasury
immediately prior to the Effective Time (the “Old Common
Stock”) shall automatically without further action on the
part of the Corporation or any holder of Old Common Stock, be
reclassified, combined and changed into one fully paid and
nonassessable share of new Common Stock (the “New Common
Stock”). From and after the Effective Time, certificates
representing any shares of Old Common Stock shall represent the
number of whole shares of New Common Stock into which such shares
of Old Common Stock shall have been reclassified pursuant to this
Certificate of Amendment. There shall be no fractional shares
issued. A holder of record of Old Common Stock on the Effective
Date who would otherwise be entitled to a fraction of a share
shall, in lieu thereof, be entitled to receive an amount equal to
the fair value thereof, as determined in good faith by the Board of
Directors.”
SECOND:
That the foregoing amendment was duly adopted in accordance with
the provisions of Section 228 and 242 of the General Corporation
Law of the State of Delaware.
THIRD:
The effective time and date of this Amendment shall be 12:01 a.m.
(Eastern Daylight Time) on June 7, 2017.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to the Certificate of Incorporation to be signed by
Stephan Wallach, its Chief Executive Officer, this 5
th
day of June,
2017.
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/s/Stephan Wallach
Stephan
Wallach
Chief
Executive Officer
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Exhibit
99.1
Youngevity International Announces
Reverse Stock Split in Preparation for Proposed Up-Listing of its
Common Stock to the NASDAQ Capital Market
SAN
DIEGO, CA--(June 6, 2017) -
Youngevity
International
, Inc. (OTCQX:
YGYI
), a
leading omni-direct lifestyle company, today announced that the
Company has filed a Certificate of Amendment to its Certificate of
Incorporation to implement
a 1 for 20 reverse
stock split of the Company's authorized, issued, and outstanding
common stock in preparation for its proposed listing of its common
stock on the NASDAQ Capital Market.
The reverse split was
approved by the Company’s stockholders on February 23, 2017,
followed by a unanimous vote by the Board of
Directors.
The reverse stock split will become effective with the Financial
Industry Regulatory Industry (FINRA), and in the marketplace on
June 7
,
2017
whereupon
the shares will begin trading on a split adjusted basis
under the symbol “YGYID”, with a “D” to be
added for 20 trading days to signify that the reverse split has
occurred. After that time, the Company’s ticker symbol will
once again be “YGYI.” Youngevity’s transfer
agent, Fidelity Transfer, will act as exchange agent for the
reverse split. Youngevity stockholders will receive forms and
notices to exchange their existing shares for new shares from the
exchange agent or their brokers. The NASDAQ listing, if approved,
is expected to facilitate greater liquidity in the stock as well as
enable broader market access to the investment community as many
participants have been unable to purchase stock listed on the
OTCQX, where Youngevity is currently listed.
The Company believes it
will meet the requirements for listing the Company's common stock
on the NASDAQ Capital Market; however, b
efore any listing of
the common stock on the NASDAQ Capital Market could occur, NASDAQ
will need to approve the Company’s application for listing
after the reverse stock split is completed. There can be no
assurance that the Company’s application will be
approved.
“Over
the years our philosophy was to build the business of Youngevity
and the value built would be reflected by our share price,”
stated Steve Wallach Co-Founder and Chief Executive Officer of
Youngevity. “The NASDAQ uplisting is expected to advance that
opportunity by positioning Youngevity with a much wider spectrum of
investors. Potential investors who were unable to consider
participation in an investment in Youngevity will now have the
opportunity to do so. We strongly believe that up-listing to the
NASDAQ truly creates an opportunity that up until now has not been
available for many.”
“It
has always been our vision to list Youngevity on a major
exchange,” stated Dave Briskie, President and CFO of
Youngevity. “We are extremely gratified to execute this
reverse split in anticipation of an exciting transition to the
NASDAQ Capital Markets Exchange. We believe that listing on the
NASDAQ is pivotal for attracting a larger and more diverse
shareholder base going forward. At this time we would also like to
express our gratitude to current shareholders who have exhibited
loyalty and patience as Youngevity has undertaken this
process".
The
Company will file a Current Report on Form 8-K with the Securities
and Exchange Commission that will provide additional details
regarding these matters. Readers are encouraged to review such
Current Report on Form 8-K and the exhibits thereto in their
entirety.
To learn more about Youngevity please visit
www.youngevity.com
.
About Youngevity International, Inc.
Youngevity International, Inc. (OTCQX: YGYI), is a leading
omni-direct lifestyle company - offering a hybrid of the direct
selling business model, that also offers e-commerce and the power
of social selling. Assembling a virtual Main Street of products and
services under one corporate entity, Youngevity offers products
from the six top selling retail categories: health/nutrition,
home/family, food/beverage (including coffee), spa/beauty,
apparel/jewelry, as well as innovative services. The Company was
formed in the course of the summer 2011 merger of Youngevity
Essential Life Sciences with Javalution® Coffee Company (now
part of the company's food and beverage division). The resulting
company became Youngevity International, Inc. in July 2013.
For
investor information, please visit
YGYI.com
. Be
sure to like us on
Facebook
and
follow us on
Twitter
.
This
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. In some cases
forward-looking statements can be identified by terminology such as
"may," "should," "potential," "continue," "expects," "anticipates,"
"intends," "plans," "believes," "estimates," and similar
expressions, and includes statements regarding the expected NASDAQ
uplisting and the benefits expected to be derived from the NASDAQ
listing, including the potential to attract new investors . 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 comply
with all of the NASDAQ requirements for uplisting, including the
minimum bid price requirement, and our ability to continue to
maintain compliance with the NASDAQ requirements, the acceptance of
the omni-direct approach by our customers, our ability to expand
our distribution, our ability to add additional products (whether
developed internally or through acquisitions), our ability to
continue our financial performance, and the other factors discussed
in our Annual Report on Form 10-K for the year ended December 31,
2016 and our subsequent 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.
Investor Contact:
Chuck Harbey
PCG Advisory Group charbey@pcgadvisory.com
646.863.7997
Media Contact:
Bobbie Wasserman
for
Youngevity
bobbie@wave2alliances.com
P: 866.570.4441
