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): March 15,
2018
YOUNGEVITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
000-54900
|
|
90-0890517
|
|
(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
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).
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
1.01. Entry into a Material Definitive
Agreement.
Offering
On March 15, 2018, Youngevity International, Inc.
(the “Company”) closed the first tranche of its best
efforts offering (the “Offering”) of Series B
convertible preferred stock, par value $0.001 per share (the
“Series B Preferred Stock”), pursuant to which the
Company sold 142,865 shares of Series B Preferred Stock,
convertible into 285,730 shares of the Company’s common
stock, par value $0.001 per share (the “Common Stock”),
at an offeri
ng price of $9.50
per share.
Tripoint Global
Equities, LLC
(“Tripoint”), acted as the selling
agent for the Offering pursuant to the terms of a Selling Agency
Agreement that was entered into on March 15, 2018, the form of
which was filed as an exhibit to the Company’s registration
statement on Form S-1, as amended (File No. 333-221847) (the
“Registration Statement”), and which is included as
Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference
.
Under the Selling Agency Agreement, the Company agreed to pay
TriPoint a fee of 4.0% of the gross proceeds of the Offering and
reimburse TriPoint for up to $45,000 of its
expenses.
The
proceeds to the Company from the first closing of the Offering were
$1,265,856.10, after deducting commissions and Offering expenses of
the selling agent payable by the Company. The shares of Series B
Preferred Stock issued in the Offering were sold pursuant to the
Company’s Registration Statement, which was declared
effective on February 13, 2018. The final closing of the Offering
is expected to occur on or prior to March 31, 2018, contingent upon
the satisfaction of customary closing conditions.
The
foregoing description of the terms of the Selling Agency Agreement
does not purport to be complete and is subject to, and qualified in
its entirety by reference to, the Selling Agency Agreement, the
form of which was filed as an exhibit to the Registration Statement
and is included as Exhibit 1.1 to this Current Report on Form 8-K
and is incorporated herein by reference. The provisions of the
Selling Agency Agreement, including the representations and
warranties contained therein, are not for the benefit of any party
other than the parties to such agreement and are not intended as a
document for investors and the public to obtain factual information
about the current state of affairs of the parties to that document.
Rather, investors and the public should look to other disclosures
contained in the Company’s filings with the Securities and
Exchange Commission.
Use of Proceeds
The
Company currently intends to use the net proceeds from the sale of
shares of the Series B Preferred Stock in the Offering for general
working capital purposes
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On
March 2, 2018, the Company filed a Certificate of Designation of
Powers, Preferences and Rights of Series B Convertible Preferred
Stock with the Secretary of State of the State of Delaware (the
“Certificate of Designation”). On March 14, 2018, the
Company filed a Certificate of Correction to the Certificate of
Designation to correct two typographical errors in the Certificate
of Designation (the “Certificate of
Correction”).
Pursuant to the Certificate of Designation, the
Company has agreed to pay cumulative dividends on the Series B
Preferred Stock from the date of original issue at a rate of 5.0%
per annum
payable quarterly in
arrears on or about the last day of March, June, September and
December of each year, beginning June 30, 2018. The Series B
Preferred Stock ranks senior to the Company’s outstanding
Series A Convertible Preferred Stock and the Common Stock with
respect to dividend rights and rights upon liquidation, dissolution
or winding up. Each holder of Series B Preferred Stock receives a
credit towards the Company’s merchandise equal to ten percent
(10%) of the amount of their investment up to a maximum credit of
$1,000. Holders of the Series B Preferred Stock have limited voting
rights. Each share of Series B Preferred Stock is initially
convertible at any time, in whole or in part, at the option of the
holders, at an initial conversion price of $4.75 per share, into
two (2) shares of Common Stock and automatically converts into two
(2) shares of Common Stock on its two-year anniversary of
issuance.
The foregoing description of the Certificate of
Designation and
Certificate of Correction does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Certificate of Designation, which is included as
Exhibit 3.1 to this Current Report on Form 8-K and
is
incorporated herein by reference and the
Certificate of Correction, which is filed as Exhibit 3.2 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form
8-K:
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
|
Selling
Agency Agreement, dated March 15, 2018, between Youngevity
International, Inc. and Tripoint Global Equities, LLC (incorporated
by reference to
registration statement
on Form S-1 (File No. 333- 221847) filed with the Securities and
Exchange Commission on February 7, 2018)
|
|
|
|
|
|
|
|
Certificate
of Designation of Powers, Preferences and Rights of Series B
Convertible Preferred Stock (incorporated by reference to the
Current Report on Form 8-K (File No. 001-38116) filed with the
Securities and Exchange
Commission
on March 8, 2018)
|
|
|
|
|
|
|
|
Certificate
of Correction to Certificate of Designation of Powers, Preferences
and Rights of Series B Convertible Preferred Stock
|
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.
|
|
YOUNGEVITY
INTERNATIONAL, INC.
|
|
|
|
|
Date:
March 16, 2018
|
By: /s/
David Briskie
|
|
|
Name:
David Briskie
|
|
|
Title:
President and Chief Financial Officer
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
Selling Agency
Agreement, dated March 15, 2018, between Youngevity International,
Inc. and Tripoint Global Equities, LLC (incorporated by reference
to
registration statement on Form S-1
(File No. 333- 221847) filed with the Securities and Exchange
Commission on February 7, 2018)
|
|
|
|
|
|
|
|
Certificate of
Designation of Powers, Preferences and Rights of Series B
Convertible Preferred Stock (incorporated by reference to the
Current Report on Form 8-K (File No. 001-38116) filed with the
Securities and Exchange
Commission
on March 8, 2018)
|
|
|
|
|
|
|
|
Certificate of
Correction to Certificate of Designation of Powers, Preferences and
Rights of Series B Convertible Preferred Stock
|
STATE OF DELAWARE
CERTIFICATE OF CORRECTION
Youngevity
International, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of
Delaware.
DOES HEREBY CERTIFY
:
1. The
name of the corporation is Youngevity International,
Inc.
2. That
a Certificate of Designation of Powers, Preferences and Rights of
Series B Convertible Preferred Stock was filed by the Secretary of
State of Delaware on March 2, 2018 (the “Certificate”)
and that said Certificate requires correction as permitted by
Section 103 of the General Corporation Law of the State of
Delaware.
3. The
inaccuracies or defects of said Certificate are a typographical
error that refers to Youngevity, Inc. in the first paragraph of
Appendix I instead of Youngevity International, Inc. and a
typographical error that references Series A Preferred Stock
instead of Series B Preferred Stock in Section 2(c) of the
Certificate of Designations.
4. The
first paragraph of Appendix I shall be amended by replacing the
paragraph in its entirety as follows:
The
undersigned, being all of the members of the Board of Directors of
Youngevity International, Inc. (the “Corporation”), do
hereby consent to the following actions and adopt the following
preamble and resolutions by written consent pursuant to Section
141(f) of the Delaware General Corporation Law:
5.
Section 2(c) of the Corporation’s Certificate shall be
amended by replacing Section 2(c) in its entirety as
follows:
(c)
“
Mechanics
of Conversion
. All shares of
Series B Preferred Stock which shall have been surrendered for
conversion as herein provided shall no longer be deemed to be
outstanding and all rights with respect to such shares, including
the rights, if any, to receive notices and to vote, shall
immediately cease and terminate on the Conversion Date at the time
of conversion, except only the right of the holders thereof to
receive shares of Common Stock in exchange therefor, to receive
payment in lieu of any fraction of a share otherwise issuable upon
such conversion and payment of any dividends declared but unpaid on
the Series B Preferred Stock. Any shares of Series B Preferred
Stock so converted shall be retired and canceled and return to the
status of and constitute authorized but unissued shares of
Preferred Stock, without classification as to series until such
shares are once more classified as a particular series by the Board
of Directors pursuant to the provisions of the Certificate of
Incorporation.”
IN WITNESS WHEREOF
, said corporation has
caused this Certificate of Correction this 13
th
day of March,
2018.
YOUNGEVITY
INTERNATIONAL, INC.
By:
/s/ David
Briskie
Name:
David Briskie
Title:
President and Chief Financial Officer