Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 5, 2017
YOUNGEVITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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).
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Emerging growth
company ☑
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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 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On June
5, 2017, Youngevity International, Inc. (the “Company”)
filed a certificate of amendment to its certificate of
incorporation with the Secretary of State of the State of Delaware
(the “Amendment”) to effectuate a reverse stock split
(the “Stock Split”) of its issued and outstanding
shares of common stock on a 1-for-20 basis and to reduce the number
of its authorized shares of common stock from 600,000,000 shares of
common stock to 50,000,000 shares of common stock and the number of
its authorized shares of preferred stock from 100,000,000 shares of
preferred stock to 5,000,000 shares of preferred stock, of which
161,135 shares are designated as Series A convertible preferred
stock. The Stock Split became effective on June 7, 2017 (the
“Effective Date”). As of that date, every 20 shares of
issued and outstanding common stock were converted into one share
of common stock. No fractional shares will be issued in
connection with the Stock Split. Instead, a holder of record of old
common stock on the Effective Date who would otherwise be entitled
to a fraction of a share will, in lieu thereof, be entitled to
receive an amount equal to the fair value thereof, as determined in
good faith by the Company’s board of directors.
All
options, warrants and convertible securities of the Company
outstanding immediately prior to the Stock Split have been
proportionately adjusted for the Stock Split by dividing the number
of shares of common stock into which the options, warrants and
convertible securities are exercisable or convertible by 20 and
multiplying the exercise or conversion price thereof by
20.
Beginning
on June 7, 2017, the Company’s shares of common stock will
trade on the OTCQX Marketplace under the symbol “YGYI,”
with a “D” added for 20 trading days to signify that
the Stock Split has occurred.
The
foregoing description of the Stock Split does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Amendment which is filed as Exhibit 3.1 to this Current
Report on Form 8-K and incorporated herein by
reference.
Item 8.01 Other
Events.
The
Company issued a press release on June 6, 2017 announcing the
effectiveness of the Reverse Split discussed under Item 5.03 of
this report. The press release is attached hereto as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibit is being filed as part of this Current Report on
Form 8-K.
3.1
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Certificate of Amendment to the
Certificate of Incorporation of Youngevity International,
Inc., dated June 5,
2017
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99.1
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Press Release dated
June 6, 2017
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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, thereunto duly authorized.
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YOUNGEVITY INTERNATIONAL, INC.
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By:
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/s/ David
Briskie
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David
Briskie
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President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number
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Description
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3.1
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Certificate
of Amendment to the Certificate of Incorporation of Youngevity
International, Inc., dated June 5,
2017
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99.1
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Press
Release dated June 6, 2017
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