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): July 31, 2019
 
YOUNGEVITY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-38116
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
YGYI
The Nasdaq Capital Market
 
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 July 31, 2019, Carl Grover (“Grover”) acquired 600,242 shares of common stock, $.001 par value (the “Common Stock”), of Youngevity International, Inc. (the “Company”), upon the partial exercise at $4.60 per share of a July 31, 2014 warrant (the “July 31, 2014 Warrant”) to purchase 782,608 shares of Common Stock held by him. In connection with such exercise, the Company received $2,761,113 from Grover, issued to Grover 50,000 shares of restricted Common Stock as an inducement fee and agreed to extend the expiration date of the July 31, 2014 Warrant held by him to December 15, 2020 with respect to 182,366 shares of Common Stock remaining for exercise thereunder.
 
The Company also agreed to amend a warrant issued to Brian Frank on September 10, 2014, to purchase 44,107 shares of Common Stock at $4.60 per share and expiring on September 10, 2019, and a warrant issued to Brian Frank on September 10, 2014, to purchase 60,407 shares of Common Stock at $7.00 per share of Common Stock and expiring on September 10, 2019, to extend the expiration date of the warrants to December 15, 2020 for his assistance in connection with the foregoing.
 
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 upon exercise of the July 31, 2014 Warrant and as an inducement fee in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption from registration for private placements based in part on the representations made by Grover with respect to his 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
 
 
 
 
Letter Agreement with Carl Grover, dated July 29, 2019.
 
 
 
 
 
 
 
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, thereunto duly authorized.
 
 
YOUNGEVITY INTERNATIONAL, INC.
 
 
 
 
 
 
Date: August 5, 2019
By:
/s/ David Briskie
 
 
David Briskie
 
 
President and Chief Financial Officer
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
 
Description
 
 
 
 
Letter Agreement with Carl Grover, dated July 29, 2019.
 
 
 
 
 
Exhibit 10.1
 

 
July 29, 2019
 
VIA ELECTRONIC MAIL
 
Carl Grover
1010 South Ocean Blvd, Apt. 107
Pompano Beach, Florida 33062
 
Re:
Exercise of Series A Warrant issued July 31.2014 ("2014 Warrant")
 
Dear Carl:
 
In order to induce you to exercise the Warrant for 600,242 shares of our common stock on or before July 31, 2019 in the amount of $2,761,113.20, we agree that upon such exercise:
 
1.
We will issue to you, as an inducement, fifty thousand (50,000) restricted shares of our common stock.
 
2.
We will amend the Warrant to extend its stated expiration date to December 15, 2020 at an adjusted exercise price of $4.75. Based on the exercise of this warrant there will be 182,366 warrants remaining.
 
 
  /s/ David Briskie
David Briskie
President and Chief Financial Officer
 
 
 


 
ACKNOWLEDGED AND AGREED:
 
/s/ Carl Grover
Carl Grover