Attached files
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): August 16,
2018
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.
Offering
On
August 17, 2018, Youngevity International, Inc. (the
“Company”) closed the first tranche of its best efforts
offering (the “Offering”) of Series C convertible
preferred stock, par value $0.001 per share (the “Series C
Preferred Stock”), and entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with six
accredited investors pursuant to which the Company sold 68,420
shares of Series C Preferred Stock, initially convertible into
136,840 shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), at an offering
price of $9.50 per share.
Pursuant to the
Purchase Agreement, the Company has agreed to issue a
two-year warrant to purchase shares of Common Stock at an exercise
price of $4.75 (the “Warrant”) to each investor that
voluntarily converts their Series C Preferred Stock to Common
Stock. The Warrant contains certain anti-dilution provisions that
apply in connection with any stock split, stock dividend, stock
combination, recapitalization of the Company.
The
Company entered into a Placement Agent Agreement, dated July 31,
2018 pursuant to which the Company agreed to pay the placement
agent, subject to certain exclusions, a fee of 5.0% of the gross
proceeds of the Offering and a non-accountable expense allowance of
2.0% of the gross proceeds. In addition, the Company agreed to
issue to the placement agent, or its permitted assigns, warrants of
the Company equal to ten percent (10%) of any warrants issued to
investors pursuant to the Offering, if and when any such warrants
are issued to the investors.
The
proceeds to the Company from the first closing of the Offering were
$649,990. No commissions or offering expenses were paid to the
placement agent.
Pursuant to the
terms of a Registration Rights Agreement, the Company has agreed to
file a registration statement with the Securities and Exchange
Commission to register the shares of Common Stock issuable upon
conversion of the Series C Preferred and the shares of Common Stock
issuable upon exercise thereof.
The
foregoing description of the terms of the Warrant, Placement Agent
Agreement, Purchase Agreement and Registration Rights 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, 10.1. 10.2, and 10.3,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference. The provisions of the Placement
Agent Agreement and Purchase Agreement, including the
representations and warranties contained therein, are not for the
benefit of any party other than the parties to such agreement and
are not intended as a document for investors and the public to
obtain factual information about the current state of affairs of
the parties to that document. Rather, investors and the public
should look to other disclosures contained in the Company’s
filings with the Securities and Exchange Commission.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On
August 16, 2018, the Company filed a Certificate of Designation of
Powers, Preferences and Rights of Series C Convertible Preferred
Stock with the Secretary of State of the State of Delaware (the
“Certificate of Designation”).
Pursuant to the
Certificate of Designation, the Company has designated 315,790
shares of preferred stock as Series C Convertible Stock and has
agreed to pay cumulative dividends on the Series C Preferred Stock
from the date of original issue at a rate of 6.0% per annum payable
quarterly in arrears on or about the last day of March, June,
September and December of each year, beginning September 30, 2018.
The Series C Preferred Stock ranks senior to the Company’s
outstanding Series A Convertible Preferred Stock and the Common
Stock with respect to dividend rights and rights upon liquidation,
dissolution or winding up, and pari passu with the Company’s
outstanding Series B Convertible Preferred Stock. Each share of
Series C Preferred Stock is initially convertible at any time, in
whole or in part, at the option of the holders, at an initial
conversion price of $4.75 per share, into two (2) shares of Common
Stock and automatically converts initially into two (2) shares of
Common Stock in the event the average of the daily volume-weighted
average price of the Common Stock for the 30 days preceding the
two-year anniversary date of issuance is $6.00 or higher. In
addition, each share of Series C Preferred Stock is redeemable at a
price equal to its original purchase price plus all accrued but
unpaid dividends in the event the average of the daily volume
weighted average price of the Common Stock for the 30 days
preceding the two year anniversary date of issuance is less than
$6.00. The Series C Preferred Stock has no voting
rights.
The
foregoing description of the Certificate of Designation does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Designation, which
is included as Exhibit 3.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
The
following exhibits are filed with this Current Report on Form
8-K:
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Exhibit Number
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Description
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Certificate of Designation of Powers, Preferences and Rights of
Series C Convertible Preferred Stock
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Form of
Warrant
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Placement
Agent Agreement, dated July 31, 2018, between Youngevity
International, Inc. and Corinthian Partners, LLC
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Form of
Securities Purchase Agreement by and between Youngevity
International, Inc and the purchasers named therein
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Form of
Registration Rights Agreement by and between Youngevity
International, Inc and the purchasers named therein
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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:
August 21, 2018
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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 INDEX
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Exhibit Number
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Description
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Certificate of Designation of Powers, Preferences and Rights of
Series C Convertible Preferred Stock
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Form of
Warrant
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Placement
Agent Agreement, dated July 31, 2018, between Youngevity
International, Inc. and Corinthian Partners, LLC
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Form of
Securities Purchase Agreement by and between Youngevity
International, Inc and the purchasers named therein
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Form of
Registration Rights Agreement by and between Youngevity
International, Inc and the purchasers named therein
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