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): January 10,
2019
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.
On January 10,
2019, Youngevity International, Inc. (the “Company”)
entered into an exclusive agreement with Icelandic Water Holdings
hf. (“IWH”), an Icelandic public limited company (the
“Exclusive Agreement”). Pursuant to the Exclusive
Agreement, for an initial term of three (3) years (and any
extension), the parties agreed to an exclusive marketing
partnership for the cross-promotion of products with dietary
supplements (including CBD) and other products which may be jointly
developed. During the term of the Exclusive Agreement, the parties
intend to jointly develop and market new products, including
dietary supplements and ready to drink CBD products,
children’s drinks, pet products and coffee products. Pursuant
to the Exclusive Agreement, the Company has agreed not to promote
other bottled water products and IWH has agreed not to promote
other supplement products. IWH also agreed to promote the
Company’s products to its customers using e- mail direct
marketing at least twice a year.
The
foregoing description of the terms of the Exclusive Agreement do
not purport to be complete and is subject to, and are qualified in
their entirety by reference to the provisions of such agreement,
the form of which is filed as Exhibit 10.1. to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit No.
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Name of Exhibit
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Exclusive
Agreement with Icelandic Water Holdings hf., dated January 10,
2019
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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:
January 11, 2019
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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
10.1
EXCLUSIVE AGREEMENT
BETWEEN
ICELANDIC WATER HOLDINGS HF.
AND
YOUNGEVITY INTERNATIONAL, INC.
Date:
01/10/19
This
Contract (“The Exclusive Agreement”) is entered into on
January 10, 2019 by and between:
Icelandic Water
Holdings hf., an Icelandic public limited company with its
registered office at Hl’ðarendi, 816 Ölfus,
Iceland, and registered under registration number 650997-2129
(“IWH”).
and
Youngevity
International Inc., a US public corporation with its registered
office at 2400 Boswell Road, Chula Vista, CA 91914, USA
(“YGYI”)
The
above-mentioned parties hereto shall hereinafter be collectively
referred to as the “Parties” and individually as a
“Party”.
RECITALS
WHEREAS, IWH sells
Icelandic Glacial® premium bottled water in a variety of
formats (Products) in the United States through its master
distributor Anheuser Busch – Inbev. (ABI);
WHEREAS, YGYI sells
a range of dietary supplements through a multi-level marketing
platform in the US and Internationally, has developed a range of
Cannabidiol (CBD) products and is looking for a partner with which
to launch ready to drink CBD products; and
WHEREAS, the
Parties entered into a Term Sheet on 28
th
December (the
“Term Sheet”) according to which the Parties would
enter into:
(A) a definitive
agreement for the purchase of $1.0m (USD one million) of Products
by YGYI from IWH (“The Purchase Agreement”);
and
(B) an exclusive
cross-marketing agreement (“The Exclusive Agreement”)
governing the development of ready to drink CBD products and the
cross promotion of the Parties’ products;
(together,
“the Agreements”) where A and B are intended to be
inter-conditional.
Therefore,
in consideration of the promises and the mutual covenants set forth
herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, and intending to
be bound hereby, the parties agree as follows:
AGREEMENT
1.
Exclusive cross
marketing
1.1.
For an initial term
of three (3) years from the date of this agreement (the initial
term and any extension thereof, a “Term”) the Parties
agree to an exclusive marketing partnership for the cross-promotion
of the Products with dietary supplements (including CBD) and
including other products which may be jointly
developed.
1.2.
This will mean
that, during the Term:
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YGYI will not
promote other bottled water products
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IWH will not
promote other supplement products
1.3.
IWH will promote
YGYI products to its customers using email direct marketing at
least twice a year.
1.4.
YGYI products to be
cross promoted by IWH from the YGYI portfolio will be identified
and approved by IWH on a product by product basis.
2.
Exclusive Product
Development
2.1.
IWH and YGYI will
look to develop jointly and then market jointly new products
(“New Products”) which shall include:
2.1.1.
dietary supplements
including CBD products
2.2.
The jointly
developed products will be sold and marketed through traditional
distribution and retail model and will be handled jointly by YGYI
and IWH.
2.3.
Sales commission
structure for the sales will be based on the respective
Party’s contribution and at rates which are normal for the
relevant channel.
2.4.
The parties will
agree the funding of the development of the product and therefore
the ownership on a case by case basis. The cost of development is
not expected to be very high.
2.5.
Ownership of the
newly developed product may be adjusted to reflect the performance
of the parties in respect of certain KPIs.
2.6.
During the
Term, IWH will not develop products with dietary supplements
including CBD products with other parties without written
permission from YGYI.
2.7.
As required by
IWH’s Master Distribution Agreement (“MDA”) with
ABI regarding the distribution of new products, IWH will be obliged
to offer any jointly developed beverage to ABI for
distribution.
3.
Sales in United
States
3.1.
YGYI will have the
right to sell Products in the USA direct to consumers through its
platform.
3.2.
YGYI will have the
right to give away the Products to its customers and potential
customers for promotional / sampling purposes.
3.3.
YGYI will have the
right to use Products for promotional purposes on the Amazon
Platform in USA. The Parties will explore ways of working with
IWH’s existing broker to maximise sale of both Parties’
products through Amazon subject to clause 1.3 above.
YGYI
and IWH will jointly look to develop distribution for their
products in all markets outside the USA.
The
parties will issue a joint press release substantially in the form
set out in Appendix 1 within three (3) business days of
signing of this agreement.
After
the initial Term, YGYI will have the right to extend this agreement
by increments of one year for a maximum of a further two years
providing it has purchased at least $1,000,000 (USD one million) of
Products in the 12 months prior to the end of the expiring
Term.
7.
Use of Icelandic
Glacial brand
IWH has
developed extensive intellectual property around its Products. For
the period of the Term, IWH grants to a YGYI the right to use the
intellectual property owned by IWH in connection with the sale of
Products for the purposes of this agreement and subject to the
prior approval by IWH of each use. Any use of the Icelandic Glacial
intellectual property in connection with products other than
existing Products must be agreed by IWH in writing in
advance.
8.
Representations and
Warranties:
8.1.
IWH represents and
warrants that:
8.1.1.
IWH owns the
intellectual property of the Icelandic Glacial brand in the USA and
in certain other countries where the brand is sold.
8.1.2.
the provisions of
this agreement are in conformity with IWH’s existing
distribution agreements and no further permissions are required for
the purpose of this agreement other than as set out
herein.
8.2.
Each Party
represents and warrants that:
8.2.1.
it has obtained all
necessary corporate authorizations and approvals and all necessary
third party consents and approvals so that this agreement is the
legal, valid and binding obligation of that Party and does not
violate any applicable law or regulation or any agreement or other
legal obligation to which that Party is subject.
9.1.
IWH indemnifies
YGYI against any loses YGYI might suffer as a result of any
misrepresentation or breach of warranty contained in this
agreement.
9.2.
YGYI indemnifies
IWH against any loses IWH might suffer as a result of any
misrepresentation or breach of warranty contained in this
agreement.
10.1.
Governing Law
: This contract
shall be governed by and construed in accordance with the Laws of
the State of Florida, USA.
10.2.
Amendments:
This contract shall
not be amended, supplemented, modified or waived (either in whole
or in part) except by a written instrument signed in advance by all
the Parties.
10.3.
Entire Agreement:
This
agreement represents the entire agreement and understanding between
the Parties about the sale of Products and their marketing and
supersedes and replaces all prior agreements and understandings
(whether written or oral), as to the matters set forth
herein.
10.4.
Assignment:
Each Party
acknowledges and agrees that this contract shall be binding upon
the Parties and shall inure to the benefit of the Parties and their
respective successors and permitted assigns. Neither party may
assign this contract without the written permission of the
other.
10.5.
Default
: In the event of a
breach of this agreement, the non-defaulting Party shall give
notice to the defaulting Party which if not cured within 5 days
shall constitute a default.
10.6.
Inter-conditionality and
cross-default
: The Product Purchase Agreement and the
Exclusivity Agreement shall be inter-conditional and shall take
effect on the date on which the last of them is executed. A default
under one of them shall constitute a default under
all.
10.7.
No Waiver:
No failure or delay
by a Party to exercise any right or remedy provided hereunder or by
law shall constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict the further exercise of that or
any other right or remedy. No single or partial exercise of such
right or remedy shall prevent or restrict the further exercise of
that or any other right or remedy.
10.8.
Severability:
If any term,
provision, covenant or restriction of this agreement is held to be
invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions hereof shall remain in full
force and effect and shall in no way be affected, impaired or
invalidated.
10.9.
Notices:
Any notice given to
the Parties under or in connection with this agreement or the
Purchase shall be in writing and sent to the Parties addressed as
set out below or by e-mail as such Party may desire.
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If to
IWH:
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If to
YGYI:
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Reza
Mirza
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David
Briskie
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Icelandic
Glacial Inc.
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President
and CFO
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3816
Main Street
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2400
Boswell Road
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Los
Angeles, CA 90232
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Chula
Vista, CA 91914
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USA
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USA
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With a
copy to:
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With a
copy to:
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Jon
Olafsson and Chris Hancock
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Will
Gerhauser
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Director
of business affairs
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Ignition
Capital
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Icelandic
Water Holdings hf.
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4890 W.
Kennedy Blvd.
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Hlidarendi,Olfus
816
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Suite
925,
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Iceland
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Tampa,
FL 33609. USA
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In
witness whereof, the Parties have executed and delivered this
agreement on the date first written above.
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Icelandic
Water Holdings hf.
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Youngevity
International Inc.
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per:
/s/ Kristjan
Olafsson
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per:
/s/ Stephan
Wallach
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Name:
Kristjan Olafsson
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Name:
Stephan Wallach
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Authorized
signing officer
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Authorized
signing officer
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I have
the authority to bind the Company.
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I have
the authority to bind the Company.
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per:
/s/ Jon
Olafsson
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Name:
Jon Olafsson
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Authorized
signing officer
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I have
the authority to bind the Company.
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Appendix
1 – Draft Press Release