Date of report (Date of earliest event reported):  June 5, 2017
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File No.)
(IRS Employer Identification No.)
2400 Boswell Road, Chula Vista, CA 91914
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (619) 934-3980
(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).
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 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.
  Certificate of Amendment to the Certificate of Incorporation of Youngevity International, Inc., dated June 5, 2017
Press Release dated June 6, 2017
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.
Date: June 7 , 2017
/s/ David Briskie
David Briskie
President and Chief Financial Officer
Exhibit Number
Certificate of Amendment to the Certificate of Incorporation of Youngevity International, Inc., dated June 5, 2017
Press Release dated June 6, 2017
Exhibit 3.1
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.
/s/Stephan Wallach      
Stephan Wallach
Chief Executive Officer
  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
Media Contact:
Bobbie Wasserman for Youngevity
P: 866.570.4441