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): September 7,
2018
YOUNGEVITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-54900
|
|
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))
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
September 7, 2018, Youngevity International, Inc. (the
“Company”) closed the second round of its private
offering (the “Offering”) of its common stock, par
value $0.001 per share (the “Common Stock”), and
entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with two existing accredited investors (the
“Investors”) pursuant to which the Company sold 63,158
shares of its Common Stock at an offering price of $4.75 per share
and the Investors agreed to purchase an aggregate of 63,157 shares
of Common Stock at an offering price of $4.75 per share on or
before the date (the “Second Closing Date”) that is
three days from the effectiveness of the registration statement to
be filed by the Company with the Securities Exchange Commission
relating to the Offering (the “Registration
Statement”).
Pursuant
to the Purchase Agreement, the Company issued the Investors
Warrants to purchase an aggregate of 126,315 shares of Common Stock
(at an exercise price of $4.75 per share, of which 63,158 shares
are exercisable upon issuance and the remaining 63,158 shares are
exercisable any time after the Second Closing Date) and agreed to
issue to the Investors an aggregate of 45,000 shares of its Common
Stock as an advisory fee, of which 22,500 shares have been issued
and 22,500 shares are to be issued at the Second
Closing.
On
September 13, 2018, the Company entered into a Purchase Agreement
with one additional existing accredited investor (the
“Additional Investor”) in connection with the Offering
pursuant to which the Company sold an aggregate of 21,053 shares of
its Common Stock at an offering price of $4.75 per share and the
Additional Investor agreed to purchase an aggregate of 21,052
shares of Common Stock at an offering price of $4.75 on or before
the Second Closing Date. Pursuant to the Purchase Agreements, the
Company issued the Additional Investor Warrants to purchase an
aggregate of 42,105 shares of Common Stock (at an exercise price of
$4.75 per share, of which 21,052 shares are exercisable upon
issuance and the remaining 21,053 shares are exercisable ant time
after the Second Closing Date) and agreed to issue to the
Additional Investor an aggregate of 15,000 shares of its Common
Stock as an advisory fee, of which 7,500 shares have been issued
and 7,500 shares are to be issued at the Second
Closing.
Each Purchase Agreement provides that in the event that the average
of the 15 lowest closing prices for the Company’s Common
Stock during the period beginning on the execution date of such
Purchase Agreement (the “Effective Date”) and ending on
the date 90 days from the effective date of the Registration
Statement (the “Subsequent Pricing Period”) is less
than $4.75 per share, then the Company will issue to the Investors
and Additional Investors additional shares of its Common Stock (the
“True-up Shares”) within three days from the expiration
of the Subsequent Pricing Period, according to the following
formula: X= [Purchase Price Paid- (A*B)]/B,
where:
X=
number of True-up Shares to be issued
A= the
number of purchased shares acquired by Investor
B= the
True-up Price
Notwithstanding
the foregoing, in no event may the aggregate number of shares
issued by the Company, including shares of common stock issued,
shares of common stock underlying the Warrant, the shares of common
stock issued as advisory shares and True-up Shares exceed 2.9% of
the Company’s issued and outstanding Common Stock as of the
Effective Date for each $1,000,000 invested in the
Company.
The cash proceeds received by the Company from the closing of the
second round of the Offering and sale to the Additional Investor
were $400,000, less $6,000 as an allowance for the Investors’
legal fees. No commissions or other offering expenses were
paid.
Pursuant to the terms of Registration Rights Agreements executed by
each of the Investors and the Additional Investors, the Company has
agreed to file a registration statement with the Securities and
Exchange Commission to register the shares of Common Stock issued
at the closings of the Offering and the shares of Common Stock
issuable at the Second Closing, as well as the True-up Shares and
shares to be issued upon exercise of the
Warrant.
The foregoing description of the terms of the Warrants, the
Purchase Agreements and the Registration Rights Agreements 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. and 10.2,
respectively, to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on September 7,
2018 and are incorporated herein by reference. The provisions of
the Purchase Agreements, 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 3.02. Unregistered Sales of Equity
Securities.
The information regarding the shares of Company and the warrants
set forth under Item 1.01 of this Form 8-K is incorporated by
reference in this Item 3.02. The Company issued to the shares of
the Company’s common stock and the Warrants 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 the Investors, including the
representations with respect to Investor’s status as an
accredited investor, as such term is defined in Rule 501(a) of the
Securities Act, and Investor’s investment intent.
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
|
|
|
|
|
Form of
Warrant Agreement (Incorporated by reference to the Form 8-K filed
with the Securities and Exchange Commission on September 7, 2018
(File No. 000-54900)
|
|
|
|
|
|
Form of
Securities Purchase Agreement between Youngevity International,
Inc. and Investor (Incorporated by reference to the Form 8-K filed
with the Securities and Exchange Commission on September 7, 2018
(File No. 000-54900)
|
|
|
|
|
|
Form of
Registration Rights Agreement between Youngevity International,
Inc. and Investor (Incorporated by reference to the Form 8-K filed
with the Securities and Exchange Commission on September 7, 2018
(File No. 000-54900)
|
|
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.
|
YOUNGEVITY
INTERNATIONAL, INC.
|
Date: September 13, 2018
|
By:
/s/ David
Briskie
|
|
Name:
David Briskie
|
|
Title:
President and Chief Financial Officer
|