Youngevity International, Inc. (Form: 8-K, Received: 10/29/2018 16:38:10)

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): October 23, 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.

On October 23, 2018, Youngevity International, Inc. (the “Company”) entered into an agreement (the “Exchange Agreement”) with Carl Grover (“Grover”) to exchange (the “Exchange”), subject to stockholder approval, all amounts owed under an 8% Secured Convertible Promissory Note held by him in the principal amount of $4,000,000 which matures on July 30, 2019, for 747,664 shares of the Company’s common stock, $.001 par value (the “Common Stock”), at a conversion price of $5.35 per share and a four-year warrant to purchase 631,579 shares of Common Stock at an exercise price of $4.75 per share (the “Grover Warrant”). Ascendant Alternative Strategies, LLC, a FINRA broker dealer (“Ascendant”), acted as the Company’s advisor in connection with the Exchange transaction. Upon a closing of the Exchange, subject to stockholder approval and pursuant to an Advisory Agreement with Ascendant (the “Advisory Agreement”), the Company has agreed to issue to Ascendant 30,000 shares of Common Stock, a four-year warrant to purchase 80,000 shares of Common Stock at an exercise price of $5.35 per share (the “$5.35 Warrants”) and a four-year warrant to purchase 70,000 shares of Common Stock at an exercise price of $4.75 per share (the “$4.75 Warrants”).

Mr. Grover had previously exercised his right to convert all amounts owed under an 8% Series C Promissory Note held by him in the principal amount of $3,000,000 maturing in October 2018, into 428,571 shares of Common Stock (at a conversion rate of $7.00 per share), in accordance with its stated terms.

The foregoing description of the terms of the Grover Warrant, $5.35 Warrants, $4.75 Warrants, Exchange Agreement and Advisory 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 are filed as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information regarding the securities of the Company set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Company issued the shares of the Company’s Common Stock to Grover in connection with the conversion and will issue the shares of Common Stock and Grover Warrant in the Exchange in reliance on the exemption from registration provided for under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). The Company will issue the shares of Common Stock, $5.35 Warrants and $4.75 Warrants to Ascendant in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration for private placements based in part on the representations made by Ascendant with respect to its status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act.

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

4.1		Form of Warrant Agreement with Carl Grover
4.2		Form of $5.35 Warrant Agreement with Ascendant Alternative Strategies, LLC
4.3		Form of $4.75 Warrant Agreement with Ascendant Alternative Strategies, LLC
10.1		Exchange Agreement, dated October 23 2018, between Youngevity International, Inc. and Carl Grover
10.2		Advisory Agreement, dated October 23, 2018, between Youngevity International, Inc. and Ascendant Alternative Strategies, LLC

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: October 29, 2018	By: /s/ David Briskie
	Name: David Briskie
	Title: President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description

4.1		Form of Warrant Agreement with Carl Grover
4.2		Form of $5.35 Warrant Agreement with Ascendant Alternative Strategies, LLC
4.3		Form of $4.75 Warrant Agreement with Ascendant Alternative Strategies, LLC
10.1		Exchange Agreement, dated October 23 2018, between Youngevity International, Inc. and Carl Grover
10.2		Advisory Agreement, dated October 23, 2018, between Youngevity International, Inc. and Ascendant Alternative Strategies, LLC

Exhibit 4.1

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.

YOUNGEVITY INTERNATIONAL, INC.

WARRANT AGREEMENT

VOID AFTER 5:00 P.M. NEW YORK TIME, _________, 2022

Issue Date: _________, 2018

1. Basic Terms . This Warrant Agreement (the “Warrant”) certifies that, for value received, the registered holder specified below or its registered assigns (“Holder”) is the owner of a warrant of Youngevity International, Inc., a Delaware corporation having its principal place of business at 2400 Boswell Road, Chula Vista, California 91914 (the “Corporation”), subject to adjustments as provided herein, to purchase Six Hundred Thirty One Thousand Five Hundred Seventy Nine (631,579) shares of the Common Stock, $.001 par value, of the Corporation (the “Common Stock”) from the Corporation at the price per share shown below (the “Exercise Price”).

Holder: Carl Grover

Exercise Price per share: $4.75

Except as specifically provided otherwise, all references in this Warrant to the Exercise Price and the number of shares of Common Stock purchasable hereunder shall be to the Exercise Price and number of shares after any adjustments are made thereto pursuant to this Warrant.

2. Corporation’s Representations/Covenants . The Corporation represents and covenants that the shares of Common Stock issuable upon the exercise of this Warrant shall at delivery be fully paid and non-assessable and free from taxes, liens, encumbrances and charges with respect to their purchase. The Corporation shall take any necessary actions to assure that the par value per share of the Common Stock is at all times equal to or less than the then current Exercise Price per share of Common Stock issuable pursuant to this Warrant. The Corporation shall at all times reserve and hold available sufficient shares of Common Stock to satisfy all conversion and purchase rights of outstanding convertible securities, options and warrants of the Corporation, including this Warrant.

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3. Method of Exercise; Fractional Shares .

(a) This Warrant is exercisable at the option of the Holder at any time by surrendering this Warrant, on any business day during the period (the “Exercise Period”) beginning the business day after the issue date of this Warrant specified above and ending at 5:00 p.m. (New York time) four (4) years after the issue date. To exercise this Warrant, the Holder shall surrender this Warrant at the principal office of the Corporation or that of the duly authorized and acting transfer agent for its Common Stock, together with the executed exercise form (substantially in the form of that attached hereto) and together with payment for the Common Stock purchased under this Warrant. The principal office of the Corporation is located at the address specified in Section 1 of this Warrant; provided , however , that the Corporation may change its principal office upon notice to the Holder. Payment shall be made by check payable to the order of the Corporation or by wire transfer. This Warrant is not exercisable with respect to a fraction of a share of Common Stock. In lieu of issuing a fraction of a share remaining after exercise of this Warrant as to all full shares covered by this Warrant, the Corporation shall either at its option (a) pay for the fractional share cash equal to the same fraction at the fair market price for such share; or (b) issue scrip for the fraction in the registered or bearer form which shall entitle the Holder to receive a certificate for a full share of Common Stock on surrender of scrip aggregating a full share.

(b) In lieu of cash exercising this Warrant, the Holder may elect to receive Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation together with notice of such election, in which event the Corporation shall issue to the Holder a number of shares of Common Stock computed using the following formula:

Y (A - B)

X = A

Where:

X -- The number of shares of Common Stock to be issued to the Holder under this Section 3(b).

Y -- The number of shares of Common Stock purchasable under this Warrant (at the date of such calculation).

A -- The fair market value of a share of Common Stock on the business day immediately preceding the date of exercise.

B -- The Exercise Price (as adjusted to the date of such calculations).

For purposes of this Section 3(b), the fair market value of a share of Common Stock shall mean the average of the closing price of the Common Stock (or equivalent shares of capital stock for which this Warrant is exercisable (“ Capital Stock ”) underlying the Common Stock) quoted on NASDAQ or other primary market in which the Common Stock (or equivalent shares of Capital Stock underlying the Common Stock) are traded or the closing price quoted on any exchange or electronic securities market on which the Common Stock (or equivalent shares of Capital Stock underlying the Common Stock) are listed, whichever is applicable, as published in The Wall Street Journal for the thirty (30) trading days prior to the date of determination of fair market value (or such shorter period of time during which such Common Stock were traded over-the-counter or on such exchange).

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4. Protection Against Dilution . If the Corporation, with respect to the Common Stock, (1) pays a dividend or makes a distribution on shares of Common Stock that is paid in shares of Common Stock or in securities convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock initially issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), (2) subdivides outstanding shares of Common Stock, (3) combines outstanding shares of Common Stock into a smaller number of shares, or (4) issues by reclassification of Common Stock any shares of capital stock of the Corporation, the number of shares as to which this Warrant is exercisable as of the date of such event and the Exercise Price in effect immediately prior thereto shall be adjusted so that each Holder thereafter shall be entitled to receive the number and kind of shares of Common Stock or other capital stock of the Corporation that it would have owned or been entitled to receive in respect of this Warrant immediately after the happening of any of the events described above had this Warrant been converted immediately prior to the happening of that event; provided that the aggregate purchase price payable for the total numbers of shares of Common Stock purchasable under this Warrant shall remain the same. An adjustment made in accordance with this section shall become effective immediately after the record date, in the case of a dividend, and shall become effective immediately after the effective date, in the case of a subdivision, combination, or reclassification. If, as a result of an adjustment made in accordance with this Section 4, the Holder becomes entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the board of directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Exercise Rate between or among shares of such classes of capital stock or shares of Common Stock and other capital stock.

5. Adjustment for Reorganization, Consolidation, Merger . In the event of any consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price shall be made; provided , however , the Holder shall thereupon be entitled to receive if the Holder chooses to exercise the Warrant within ten days of the notice of the Reorganization and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.

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6. Notice of Adjustment . On the happening of an event requiring an adjustment of the Exercise Price or the shares purchasable under this Warrant, the Corporation shall, within thirty (30) business days, give written notice to the Holder stating the adjusted Exercise Price and the adjusted number and kind of securities or other property purchasable under this Warrant resulting from the event and setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based.

7. Dissolution, Liquidation . In case of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation (other than in connection with reorganization, consolidation, merger, or other transaction covered by paragraph 5 above) is at any time proposed; the Corporation shall give at least thirty days prior written notice to the Holder. Such notice shall contain: (a) the date on which the transaction is to take place; (b) the record date (which shall be at least thirty (30) days after the giving of the notice) as of which holders of Common Stock will be entitled to receive distributions as a result of the transaction; (c) a brief description of the transaction, (d) a brief description of the distributions to be made to holders of Common Stock as a result of the transaction; and (e) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights under this Warrant shall terminate.

8. Rights of Holder . The Corporation shall deliver to the Holder all notices and other information provided to its holders of shares of Common Stock or other securities which may be issuable hereunder concurrently with the delivery of such information to the holders. This Warrant does not entitle the Holder to any voting rights or, except for the foregoing notice provisions, any other rights as a shareholder of the Corporation. No dividends are payable or will accrue on this Warrant or the shares of Common Stock purchasable under this Warrant until, and except to the extent that, this Warrant is exercised. Upon the surrender of this Warrant and payment of the Exercise Price as provided above, the person or entity entitled to receive the shares of Common Stock issuable upon such exercise shall be treated for all purposes as the record holder of such shares as of the close of business on the date of the surrender of this Warrant for exercise as provided above. Upon the exercise of this Warrant, the Holder shall have all of the rights of a shareholder in the Corporation.

9. Exchange for Other Denominations . This Warrant is exchangeable, on its surrender by the Holder to the Corporation, for a new Warrant of like tenor and date representing in the aggregate the right to purchase the balance of the number of shares purchasable under this Warrant in denominations and subject to restrictions on transfer contained herein, in the names designated by the Holder at the time of surrender.

10. Substitution . Upon receipt by the Corporation of evidence satisfactory (in the exercise of reasonable discretion) to it of the ownership of and the loss, theft or destruction or mutilation of the Warrant, and (in the case or loss, theft or destruction) of indemnity satisfactory (in the exercise of reasonable discretion) to it, and (in the case of mutilation) upon the surrender and cancellation thereof, the Corporation will issue and deliver, in lieu thereof, a new Warrant of like tenor.

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11. Restrictions on Transfer . Neither this Warrant nor the shares of Common Stock issuable on exercise of this Warrant have been registered under the Securities Act or any other securities laws (the “Acts”). Neither this Warrant nor the shares of Common Stock purchasable hereunder may be sold, transferred, pledged or hypothecated in the absence of (a) an effective registration statement for this Warrant or Common Stock purchasable hereunder, as applicable, under the Acts, or (b) an opinion of counsel reasonably satisfactory to the Corporation that registration is not required under such Acts. If the Holder seeks an opinion as to transfer without registration from Holder’s counsel, the Corporation shall provide such factual information to Holder’s counsel as Holder’s counsel reasonably requests for the purpose of rendering such opinion. Each certificate evidencing shares of Common Stock purchased hereunder will bear a legend describing the restrictions on transfer contained in this paragraph unless, in the opinion of counsel reasonably acceptable to the Corporation, the shares need no longer to be subject to the transfer restrictions.

12. Ownership Limitation . Notwithstanding the provisions of this Warrant, in no event shall this Warrant be exercisable to the extent that the issuance of Common Stock upon the exercise hereof, after taking into account the Common Stock then owned by the Holder and its affiliates, would result in the beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding Common Stock of the Company. For purposes of this paragraph, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended.

13. Transfer . Except as otherwise provided in this Warrant, this Warrant is transferable only on the books of the Corporation by the Holder in person or by attorney, on surrender of this Warrant, properly endorsed.

14. Recognition of Holder . Prior to due presentment for registration of transfer of this Warrant, the Corporation shall treat the Holder as the person exclusively entitled to receive notices and otherwise to exercise rights under this Warrant. All notices required or permitted to be given to the Holder shall be in writing and shall be given by first class mail, postage prepaid, addressed to the Holder at the address of the Holder appearing in the records of the Corporation.

15. Payment of Taxes . The Corporation shall pay all taxes and other governmental charges, other than applicable income taxes, that may be imposed with respect to the issuance of shares of Common Stock pursuant to the exercise of this Warrant.

16. Headings . The headings in this Warrant are for purposes of convenience in reference only, shall not be deemed to constitute a part of this Warrant and shall not affect the meaning or construction of any of the provisions of this Warrant.

17. Miscellaneous . This Warrant may not be changed, waived, discharged or terminated except by an instrument in writing signed by the Corporation and the Holder. This Warrant shall inure to the benefit of and shall be binding upon the successors and assigns of the Corporation. Under no circumstances may this Warrant be assigned by the Holder.

18. Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its principles governing conflicts of law.

YOUNGEVITY INTERNATIONAL, INC.

By: _________________________________

Name: David Briskie

Title: President and Chief Financial Officer

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YOUNGEVITY INTERNATIONAL, INC.

Form of Transfer

(To be executed by the Holder to transfer the Warrant)

For value received the undersigned registered holder of the attached Warrant hereby sells, assigns, and transfers the Warrant to the Assignee(s) named below:

Names of Assignee	Address	Taxpayer ID No.	Number of Shares subject to transferred Warrant

The undersigned registered holder further irrevocably appoints ____________________ _______________________________ attorney (with full power of substitution) to transfer this Warrant as aforesaid on the books of the Corporation.

Date: ______________________________ ___________________________________

Signature

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YOUNGEVITY INTERNATIONAL, INC.

Exercise Form

(To be executed by the Holder to purchase Common Stock pursuant to the Warrant)

The undersigned holder of the attached Warrant hereby irrevocably elects to exercise purchase rights represented by such Warrant for, and to purchase, ___________ shares of Common Stock of Youngevity International, Inc., a Delaware corporation, for the cash payment for those shares.

The undersigned requests that (1) a certificate for the shares be issued in the name of the undersigned and (2) if the number of shares with respect to which the undersigned holder has exercised purchase rights is not all of the shares purchasable under this Warrant, that a new Warrant of like tenor for the balance of the remaining shares purchasable under this Warrant be issued.

Date: ______________________________ ___________________________________

Signature

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Exhibit 4.2

YOUNGEVITY INTERNATIONAL, INC.

WARRANT AGREEMENT

VOID AFTER 5:00 P.M. NEW YORK TIME, _________, 2022

Issue Date: _________, 2018

1. Basic Terms . This Warrant Agreement (the “Warrant”) certifies that, for value received, the registered holder specified below or its registered assigns (“Holder”) is the owner of a warrant of Youngevity International, Inc., a Delaware corporation having its principal place of business at 2400 Boswell Road, Chula Vista, California 91914 (the “Corporation”), subject to adjustments as provided herein, to purchase Eighty Thousand (80,000) shares of the Common Stock, $.001 par value, of the Corporation (the “Common Stock”) from the Corporation at the price per share shown below (the “Exercise Price”).

Holder: Ascendant Alternative Strategies, LLC

Exercise Price per share: $5.35

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3. Method of Exercise; Fractional Shares .

Y (A - B)

X = A

Where:

X -- The number of shares of Common Stock to be issued to the Holder under this Section 3(b).

Y -- The number of shares of Common Stock purchasable under this Warrant (at the date of such calculation).

A -- The fair market value of a share of Common Stock on the business day immediately preceding the date of exercise.

B -- The Exercise Price (as adjusted to the date of such calculations).

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12. Transfer . Except as otherwise provided in this Warrant, this Warrant is transferable only on the books of the Corporation by the Holder in person or by attorney, on surrender of this Warrant, properly endorsed.

13. Recognition of Holder . Prior to due presentment for registration of transfer of this Warrant, the Corporation shall treat the Holder as the person exclusively entitled to receive notices and otherwise to exercise rights under this Warrant. All notices required or permitted to be given to the Holder shall be in writing and shall be given by first class mail, postage prepaid, addressed to the Holder at the address of the Holder appearing in the records of the Corporation.

14. Payment of Taxes . The Corporation shall pay all taxes and other governmental charges, other than applicable income taxes, that may be imposed with respect to the issuance of shares of Common Stock pursuant to the exercise of this Warrant.

15. Headings . The headings in this Warrant are for purposes of convenience in reference only, shall not be deemed to constitute a part of this Warrant and shall not affect the meaning or construction of any of the provisions of this Warrant.

16. Miscellaneous . This Warrant may not be changed, waived, discharged or terminated except by an instrument in writing signed by the Corporation and the Holder. This Warrant shall inure to the benefit of and shall be binding upon the successors and assigns of the Corporation. Under no circumstances may this Warrant be assigned by the Holder.

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17. Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its principles governing conflicts of law.

YOUNGEVITY INTERNATIONAL, INC.

By: _________________________________

Name: David Briskie

Title: President and Chief Financial Officer

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YOUNGEVITY INTERNATIONAL, INC.

Form of Transfer

(To be executed by the Holder to transfer the Warrant)

For value received the undersigned registered holder of the attached Warrant hereby sells, assigns, and transfers the Warrant to the Assignee(s) named below:

Names of Assignee	Address	Taxpayer ID No.	Number of Shares subject to transferred Warrant

Date: ______________________________ ___________________________________

Signature

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YOUNGEVITY INTERNATIONAL, INC.

Exercise Form

(To be executed by the Holder to purchase Common Stock pursuant to the Warrant)

Date: ______________________________ ___________________________________

Signature

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Exhibit 4.3

YOUNGEVITY INTERNATIONAL, INC.

WARRANT AGREEMENT

VOID AFTER 5:00 P.M. NEW YORK TIME, _________, 2022

Issue Date: _________, 2018

1. Basic Terms . This Warrant Agreement (the “Warrant”) certifies that, for value received, the registered holder specified below or its registered assigns (“Holder”) is the owner of a warrant of Youngevity International, Inc., a Delaware corporation having its principal place of business at 2400 Boswell Road, Chula Vista, California 91914 (the “Corporation”), subject to adjustments as provided herein, to purchase Seventy Thousand (70,000) shares of the Common Stock, $.001 par value, of the Corporation (the “Common Stock”) from the Corporation at the price per share shown below (the “Exercise Price”).

Holder: Ascendant Alternative Strategies, LLC

Exercise Price per share: $4.75

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3. Method of Exercise; Fractional Shares .

(a) This Warrant is exercisable at the option of the Holder at any time by surrendering this Warrant, on any business day during the period (the “Exercise Period”) beginning the business day after the issue date of this Warrant specified above and ending at 5:00 p.m. (New York time) four (4) years after the issue date. To exercise this Warrant, the Holder shall surrender this Warrant at the principal office of the Corporation or that of the duly authorized and acting transfer agent for its Common Stock, together with the executed exercise form (substantially in the form of that attached hereto) and together with payment for the Common Stock purchased under this Warrant The principal office of the Corporation is located at the address specified in Section 1 of this Warrant; provided , however , that the Corporation may change its principal office upon notice to the Holder. Payment shall be made by check payable to the order of the Corporation or by wire transfer. This Warrant is not exercisable with respect to a fraction of a share of Common Stock. In lieu of issuing a fraction of a share remaining after exercise of this Warrant as to all full shares covered by this Warrant, the Corporation shall either at its option (a) pay for the fractional share cash equal to the same fraction at the fair market price for such share; or (b) issue scrip for the fraction in the registered or bearer form which shall entitle the Holder to receive a certificate for a full share of Common Stock on surrender of scrip aggregating a full share.

Y (A - B)

X = A

Where:

X -- The number of shares of Common Stock to be issued to the Holder under this Section 3(b).

Y -- The number of shares of Common Stock purchasable under this Warrant (at the date of such calculation).

A -- The fair market value of a share of Common Stock on the business day immediately preceding the date of exercise.

B -- The Exercise Price (as adjusted to the date of such calculations).

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17. Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its principles governing conflicts of law.

YOUNGEVITY INTERNATIONAL, INC.

By: _________________________________

Name: David Briskie

Title: President and Chief Financial Officer

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YOUNGEVITY INTERNATIONAL, INC.

Form of Transfer

(To be executed by the Holder to transfer the Warrant)

For value received the undersigned registered holder of the attached Warrant hereby sells, assigns, and transfers the Warrant to the Assignee(s) named below:

Names of Assignee	Address	Taxpayer ID No.	Number of Shares subject to transferred Warrant

Date: ______________________________ ___________________________________

Signature

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YOUNGEVITY INTERNATIONAL, INC.

Exercise Form

(To be executed by the Holder to purchase Common Stock pursuant to the Warrant)

Date: ______________________________ ___________________________________

Signature

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Exhibit 10.1

October 23, 2018

Mr. Carl Grover

1010 South Ocean Blvd, Apt 107

Pompano Beach, Florida 33062

Dear Carl:

Reference is made to that certain 8% Series A Convertible Promissory Note (the “Note”), due July 30, 2019, in the principal amount of $4,000,000 issued to you by Youngevity International, Inc. (the “Company”).

This letter shall serve as written confirmation of your agreement to exchange all amounts owed under the Note, including the principal amount of the Note, for 747,664 shares of common stock of the Company upon the Company‘s receipt of stockholder approval for such exchange in accordance with Nasdaq Rule 5635(d ) and applicable SEC rules and regulations. As part of the exchange, and subject to our receipt of stockholder approval for the warrant issuance in accordance with Nasdaq Rule 5635(d) and applicable SEC rules and regulations, we also agree to issue to you a four-year warrant to purchase 631,579 shares of common stock of the Company at an exercise price of $4.75 per share.

/s/ David Briskie

David Briskie, President and CFO

ACKNOWLEDGED AND AGREED:

/s/ Carl Grover

Carl Grover

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Exhibit 10.2

ADVISORY AGREEMENT

This Advisory Agreement (this “ Agreement ”) is made as of this 22 nd day of October 2018 (the “ Effective Date ”), by and between Ascendant Alternative Strategies, LLC (the “ Advisor ”) and Youngevity International, Inc. (the “ Company ”). Each of the Advisor and the Company may be individually referred to in this Agreement as a “ Party ” and collectively as the “ Parties ”.

R E C I T A L S:

WHEREAS, the Company has requested the Advisor’s assistance with respect to the restructuring of certain of the Company’s existing secured convertible promissory notes (“ Secured Notes ”; and such transaction, the “ Transaction ”). The holder of the Secured Notes may be referred to herein as the “ Secured Noteholder ”.

NOW, THEREFORE, the Parties hereto agree as follows:

1. Advisor’s Services and Role; Description of Transaction . In connection with this engagement, Ascendant will provide the Company with financial advice and assistance in connection with the Transaction and other financial and transactional matters as mutually agreed upon by the Parties from time to time. The Transaction will involve the exchange of the secured note issued to Carl Grover in the principal amount of $4,000,000 for 747,664 shares of the Corporation’s common stock and a warrant to purchase 631,579 shares of common stock, each such issuance will be subject to shareholder approval in accordance with applicable Nasdaq rules.

2. Non-Circumvention . The Company hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement through any transaction, transfer, acquisition, agreement, assignment or otherwise. Any violation of this provision shall be deemed an attempt to circumvent this provision, and the Parties shall be liable for damages in favor of the circumvented party.

3. Advisory Fees; Expenses .

(a)

In consideration of Advisor’s services, the Company shall pay to Advisor the following compensation at the closing of the Transaction (collectively, the “ Transaction Fee ”), which shall be subject to shareholder approval in accordance with applicable Nasdaq rules: (i) 30,000 shares of the Company’s common stock (the “ Advisor Shares ”), provided, that the Advisor Shares shall be subject to a six-month lockup; (ii) four year warrants to purchase 80,000 shares of the Company’s common stock at an exercise price of $5.35 per share and a “net issuance” or “cashless” exercise feature (the “ $5.35 Warrants ”); and (iii) four year warrants to purchase 70,000 shares of the Company’s common stock at an exercise price of $4.75 per share and a “net issuance” or “cashless” exercise feature (the “ $4.75 Warrants ”; and together with the $5.35 Warrants collectively referred to herein as the “ Advisor Warrants ”). The Company shall promptly prepare and file or cause to be prepared and filed all the necessary notifications and documentation required to be filed with respect to the Transaction including, without limitation, all such notices and/or documents to be filed with regulatory organizations, including without limitation the Securities and Exchange Commission, and will seek all necessary shareholder approvals so that the Transaction and any equity issuances described in this Agreement are made in compliance with law including, without limitation, all securities industry and exchange regulations. In the unlikely event the Company is unable to obtain shareholder approval for the issuance of the Advisor Shares and Advisor Warrants or otherwise at its election, it may pay Advisor the cash value of the Advisor Shares (which shall be valued at $240,000) and of the Advisor Warrants.

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4. Advisor Representations . Advisor is a broker-dealer duly registered pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), is a member in good standing of the Financial Industry Regulatory Authority, Inc., and is duly registered or licensed as a broker-dealer under the applicable Blue Sky Laws, except in such states in which the Advisor is exempt from registration or licensing or such registration or licensing is not otherwise required. Advisor has all requisite power and authority to execute, deliver and perform its obligations under this Agreement between the Company and the Advisor, and this Agreement will be duly authorized and validly executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable against the Advisor in accordance with its terms.

5. Independent Contractor . Advisor is an independent contractor and shall have no right or authority to contract for or, to incur any legal obligation on behalf of, the Company.

6. Termination . Except as set forth below, the term of Advisor’s engagement will begin on the date hereof (the “ Term ”) and end on the earlier six (6) months from the date hereof or 10 days after receipt by either Party hereto of written notice of termination from the other Party (the “ Notice of Termination ”). Notwithstanding any such expiration or termination, Sections 2, 3, 7, 8, 12 and 13 shall survive and remain in full force and effect and be binding on the Parties hereto, in accordance with their terms.

7. Indemnification . The Company agrees to indemnify and hold harmless Advisor and its affiliates, agents, subagents, and advisors, and their respective directors, officers, employees, agents and controlling persons (each such person is hereinafter referred to as an “ Indemnified Party ”), from and against any and all losses, claims, damages, liabilities and expenses whatsoever, joint or several, to which any such Indemnified Party may become subject under any applicable federal or state law of the United States of America or otherwise, caused by, relating to or arising out of any engagement hereunder. The Company will reimburse each Indemnified Party for any expenses (including reasonable counsel fees and expenses) as they are incurred by such Indemnified Party in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not resulting in liability; provided, however, that at the time of such reimbursement the Indemnified Party shall have entered into an agreement with the Company whereby the Indemnified Party agrees to repay all such reimbursed amounts if it is determined in a final judgment by a court of competent jurisdiction that the Indemnified Party is not entitled to indemnity from the Company. Notwithstanding the foregoing, the Company shall not be liable to any Indemnified Party under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense results directly from any such Indemnified Party’s willful misconduct or gross negligence. If for any reason (other than a final non-appealable judgment finding any Indemnified Party liable for losses, claims, damages, liabilities or expenses for its gross negligence or willful misconduct) the foregoing indemnity is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless, then the Company shall contribute to the amount paid or payable by an Indemnified Party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and Advisor on the other, but also the relative fault by the Company and the Indemnified Party, as well as any relevant equitable considerations, subject to the limitation that in no event shall the total contribution of all Indemnified Parties to all such losses, claims, damages, liabilities or expenses exceed the amount of fees actually received and retained by Advisor hereunder.

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8. Limitation of Advisor’s Liability to the Company . Advisor and the Company further agree that neither Advisor nor any of its affiliates or any of its their respective officers, directors, controlling persons (within the meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934), employees, consultants or agents shall have any liability to the Company, its security holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract, tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on any breach of any representation of Advisor contained herein or any action of or failure to act by Advisor or any of its affiliates or any of their respective officers, directors, controlling persons (within the meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934) and that are finally determined (by a court of competent jurisdiction and after exhausting all appeals) to have resulted from the gross negligence, bad faith, or willful misconduct of such parties.

9. Non-Exclusive Services; Representation of Secured Noteholder . The Company recognizes that Advisor is in the business of advising and consulting with other businesses, some of which businesses may be in competition with the Company. The Company acknowledges and agrees that Advisor may advise and consult with other businesses, including those which may be in competition with the Company, and shall not be required to devote its full time and resources to performing services on behalf of the Company under this Agreement. Advisor shall only be required to expend such time and resources as are reasonably appropriate to advise and assist the Company as provided for herein. In addition, the Advisor intends to represent and advice the Secured Noteholder in connection with the Secured Noteholder’s sale of its shares of the Company’s common stock and the Company hereby acknowledges and consents to such representation.

10. Entire Agreement . This Agreement contains the entire agreement between Advisor and the Company with respect to the subject matter hereof, and may not be modified or amended except in a writing signed by each of the Parties hereto.

11. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile transmission (including the delivery of documents in Adobe PDF format) shall constitute execution and delivery of this Agreement for all purposes, with the same force and effect as execution and delivery of an original manually signed copy hereof.

12. Applicable Law; Jurisdiction . This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of New York as if such Agreement was entered into and concluded within such State and the Parties hereto agree that any and all controversy respecting this Agreement shall be subject to the jurisdiction of a state or federal court located within the State of New York. This Agreement shall become legally binding with original or facsimile signatures and may be executed in the counterparts (each of which shall be deemed an original, and both of which shall constitute one and the same instrument).

13. Securities Laws Matters . The Company shall be responsible for any and all compliance with the securities laws applicable to it, including, without limitation, Regulation D and the Securities Act of 1933 (the “ Act ”), and Rule 506 promulgated thereunder and, unless otherwise expressly agreed in writing by Ascendant, all state securities (“blue sky”) laws.

14. Signing Authority . Each of the individuals signing below warrants that such individual has the authority to sign for and on behalf of the respective parties.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written.

COMPANY:

YOUNGEVITY INTERNATIONAL, INC.

By: /s/ Steve Wallach

Name: Steve Wallach

Title: CEO

ADVISOR:

ASCENDANT ALTERNATIVE STRATEGIES, LLC

By: /s/ Mark D. Martino

Name: Mark D. Martino

Title: CEO

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