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8-K - CURRENT REPORT - Youngevity International, Inc. | ygyi8kmar2018.htm |
STATE OF DELAWARE
CERTIFICATE OF CORRECTION
Youngevity
International, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of
Delaware.
DOES HEREBY CERTIFY:
1. The
name of the corporation is Youngevity International,
Inc.
2. That
a Certificate of Designation of Powers, Preferences and Rights of
Series B Convertible Preferred Stock was filed by the Secretary of
State of Delaware on March 2, 2018 (the “Certificate”)
and that said Certificate requires correction as permitted by
Section 103 of the General Corporation Law of the State of
Delaware.
3. The
inaccuracies or defects of said Certificate are a typographical
error that refers to Youngevity, Inc. in the first paragraph of
Appendix I instead of Youngevity International, Inc. and a
typographical error that references Series A Preferred Stock
instead of Series B Preferred Stock in Section 2(c) of the
Certificate of Designations.
4. The
first paragraph of Appendix I shall be amended by replacing the
paragraph in its entirety as follows:
The
undersigned, being all of the members of the Board of Directors of
Youngevity International, Inc. (the “Corporation”), do
hereby consent to the following actions and adopt the following
preamble and resolutions by written consent pursuant to Section
141(f) of the Delaware General Corporation Law:
5.
Section 2(c) of the Corporation’s Certificate shall be
amended by replacing Section 2(c) in its entirety as
follows:
(c) “Mechanics
of Conversion. All shares of
Series B Preferred Stock which shall have been surrendered for
conversion as herein provided shall no longer be deemed to be
outstanding and all rights with respect to such shares, including
the rights, if any, to receive notices and to vote, shall
immediately cease and terminate on the Conversion Date at the time
of conversion, except only the right of the holders thereof to
receive shares of Common Stock in exchange therefor, to receive
payment in lieu of any fraction of a share otherwise issuable upon
such conversion and payment of any dividends declared but unpaid on
the Series B Preferred Stock. Any shares of Series B Preferred
Stock so converted shall be retired and canceled and return to the
status of and constitute authorized but unissued shares of
Preferred Stock, without classification as to series until such
shares are once more classified as a particular series by the Board
of Directors pursuant to the provisions of the Certificate of
Incorporation.”
IN WITNESS WHEREOF, said corporation has
caused this Certificate of Correction this 13th day of March,
2018.
YOUNGEVITY
INTERNATIONAL, INC.
By:
/s/ David
Briskie
Name:
David Briskie
Title:
President and Chief Financial Officer