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): September 28,
2018
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).
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
Between
September 28, 2018 and October 4, 2018, Youngevity International,
Inc. (the “Company”) closed the third and final tranche
of its best efforts offering (the “Offering”) of Series
C convertible preferred stock, par value $0.001 per share (the
“Series C Preferred Stock”), and entered into a
Securities Purchase Agreement (the “Purchase
Agreement”) with 44 accredited investors pursuant to which
the Company sold 555,259 shares of Series C Preferred Stock,
initially convertible into 1,110,518 shares of the Company’s
common stock, par value $0.001 per share (the “Common
Stock”), at an offering price of $9.50 per
share.
Pursuant to the
Purchase Agreement, the Company has agreed to issue a two-year
warrant to purchase shares of Common Stock at an exercise price of
$4.75 (the “Warrant”) to each investor that voluntarily
converts their Series C Preferred Stock to Common Stock. The
Warrant contains certain anti-dilution provisions that apply in
connection with any stock split, stock dividend, stock combination,
recapitalization of the Company.
The
Company entered into a Placement Agent Agreement with Corinthian
Partners, LLC, dated July 31, 2018 pursuant to which the Company
agreed to pay the placement agent, subject to certain exclusions, a
fee of 5.0% of the gross proceeds of the Offering and a
non-accountable expense allowance of 2.0% of the gross proceeds. In
addition, the Company agreed to issue to the placement agent, or
its permitted assigns, warrants of the Company equal to ten percent
(10%) of any warrants issued to investors pursuant to the Offering,
if and when any such warrants are issued to the
investors.
The
proceeds to the Company from the third and final closing of the
Offering were $4,905,128, after giving effect to $344,874 of
commissions paid to the placement agent.
Pursuant to the
terms of a Registration Rights Agreement, the Company has agreed to
file a registration statement with the Securities and Exchange
Commission to register the shares of Common Stock issuable upon
conversion of the Series C Preferred and the shares of Common Stock
issuable upon exercise thereof.
The
foregoing description of the terms of the Warrant, Placement Agent
Agreement, Purchase Agreement and Registration Rights Agreement do
not purport to be complete and is subject to, and are qualified in
their entirety by reference to the provisions of such agreements,
the forms of which were filed as Exhibits 4.1, 10.1. 10.2, and
10.3, respectively, to the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission on August 21,
2018 and are incorporated herein by reference. The provisions of
the Placement Agent Agreement and Purchase 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.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
September 28, 2018, the Company filed a Certificate of Increase
(the “Certificate of Increase”) with the Secretary of
State of the State of Delaware to its Certificate of Designation of
Powers, Preferences and Rights of Series C Convertible Preferred
Stock (the “Certificate of Designation”) to increase
the number of shares of Series C Preferred Stock issuable under the
Certificate of Designation from 315,790 shares to 700,000
shares.
The
foregoing description of the Certificate of Increase does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Increase, which is
included as Exhibit 3.1 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:
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Exhibit Number
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Description
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Certificate
of Increase to the Certificate of Designation of Powers,
Preferences and Rights of Series C Convertible Preferred
Stock
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Form of
Warrant (Incorporated by reference to the Form 8-K filed with the
Securities and Exchange Commission on August 21, 2018 (File No.
000-54900)
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Placement
Agent Agreement, dated July 31, 2018, between Youngevity
International, Inc. and Corinthian Partners, LLC (Incorporated by
reference to the Form 8-K filed with the Securities and Exchange
Commission on August 21, 2018 (File No. 000-54900)
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Form of
Securities Purchase Agreement by and between Youngevity
International, Inc and the purchasers named therein (Incorporated
by reference to the Form 8-K filed with the Securities and Exchange
Commission on August 21, 2018 (File No. 000-54900)
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Form of
Registration Rights Agreement by and between Youngevity
International, Inc and the purchasers named therein (Incorporated
by reference to the Form 8-K filed with the Securities and Exchange
Commission on August 21, 2018 (File No. 000-54900)
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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 hereunto duly authorized.
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YOUNGEVITY
INTERNATIONAL, INC.
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Date:
October 4, 2018
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By:
/s/ David Briskie
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Name:
David Briskie
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Title:
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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Certificate of
Increase to the Certificate of Designation of Powers, Preferences
and Rights of Series C Convertible Preferred Stock
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Form of Warrant
(Incorporated by reference to the Form 8-K filed with the
Securities and Exchange Commission on August 21, 2018 (File No.
000-54900)
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Placement Agent
Agreement, dated July 31, 2018, between Youngevity International,
Inc. and Corinthian Partners, LLC (Incorporated by reference to the
Form 8-K filed with the Securities and Exchange Commission on
August 21, 2018 (File No. 000-54900)
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Form of Securities
Purchase Agreement by and between Youngevity International, Inc and
the purchasers named therein (Incorporated by reference to the Form
8-K filed with the Securities and Exchange Commission on August 21,
2018 (File No. 000-54900)
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Form of
Registration Rights Agreement by and between Youngevity
International, Inc and the purchasers named therein (Incorporated
by reference to the Form 8-K filed with the Securities and Exchange
Commission on August 21, 2018 (File No. 000-54900)
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CERTIFICATE OF INCREASE
OF
SERIES C CONVERTIBLE PREFERRED STOCK
OF
YOUNGEVITY INTERNATIONAL, INC.
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
Youngevity
International, Inc., a corporation organized and existing under the
Delaware General Corporation Law (the “
Corporation
”)
DOES HEREBY CERTIFY:
That
pursuant to the authority expressly granted and vested in the Board
of Directors of the Corporation (the “
Board
”) by the
Certificate of Incorporation of the Corporation, the Board has
adopted the following resolutions increasing the number of
authorized shares of Series C Convertible Preferred Stock of the
Corporation:
RESOLVED
, that pursuant to the
Certificate of Designation of Series C Convertible Preferred Stock
of the Corporation (the “
Certificate of
Designation
”), filed with the Secretary of State of
the State of Delaware on August 16, 2018, pursuant to
Section 151 of the Delaware General Corporation Law, the
Corporation was authorized to issue 315,790 shares of Series C
Convertible Preferred Stock, as a series of the Corporation’s
authorized Preferred Stock, par value $0.001 per share; and, be it
further
RESOLVED
, that pursuant to the authority
expressly granted and vested in the Board in accordance with the
provisions of the Certificate of Incorporation of the Corporation
and the consent of the holders of a majority of the outstanding
shares of Series C Convertible Preferred Stock, as required by the
Certificate of Designation, the number of shares of the series of
Preferred Stock of the Corporation designated as Series C
Convertible Preferred Stock be, and hereby is, increased from
315,790 shares to 700,000 shares; and, be it further
RESOLVED
, that each of the appropriate
officers of the Corporation be, and hereby are, authorized and
directed in the name and on behalf of the Corporation to execute
and file a Certificate (the “
Certificate of
Increase
”) with the Secretary of State of the State of
Delaware increasing the number of shares constituting the Series C
Convertible Preferred Stock from 315,790 shares to 700,000 shares
and to take any and all other actions deemed necessary or
appropriate to effectuate this resolution; and, be it
further
RESOLVED
, that any officer of the
Corporation be, and each hereby is, authorized and directed in the
name and on behalf of the Corporation to prepare, file and deliver
any and all notices or other filings that may be required by
applicable law as determined by such officer(s), the Certificate of
Designation or the Certificate of Increase.
* * *
* *
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of
Increase to be duly executed on its behalf by its undersigned
President as of September 28, 2018.
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By:
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/s/ David
Briskie
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Name:
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David
Briskie
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Title:
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President
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