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): October 29,
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 5.07. Submission of Matters to a Vote of Security
Holders.
On
October 29, 2018, two stockholders holding in excess of a majority
of the Company’s shares of common stock, par value $0.001 per
share (the “Common Stock”), approved for purposes of
complying with Nasdaq Rules 5635 (b) and (d), the issuances set
forth below:
●
747,664 shares of
Common Stock to Carl Grover (“Grover”), at an effective
rate of $5.35 per share, upon the exchange of all amounts owed
under the Company’s 8% Series A Convertible Promissory Note,
due July 30, 2019, in the principal amount of $4,000,000,
originally convertible into 571,428 shares of Common Stock at a
conversion price of $7.00 per share;
●
631,579 shares of
Common Stock at an exercise price of $4.75 per share upon the
exercise of a warrant issuable to Grover in connection with the
$4,000,000 note exchange;
●
30,000 shares of
Common Stock to Ascendant Alternative Strategies, LLC
(“Ascendant”) upon closing of the $4,000,000 note
exchange;
●
80,000 shares of
Common Stock at an exercise price of $5.35 per share upon the
exercise of a four-year warrant issuable to Ascendant upon closing
of $4,000,000 note exchange;
●
70,000 shares of
Common Stock at an exercise price of $4.75 per share upon the
exercise of a four-year warrant issuable to Ascendant upon closing
of $4,000,000 note exchange;
●
390,263 shares of
Common Stock to be issued to investors in the Company’s
Common Stock private placement between August 31, 2018 and October
5, 2018, pursuant to which the Company sold an aggregate of 390,263
shares of Common Stock, issued warrants (the “Investor
Warrants”) to purchase an aggregate of 630,526 shares of
Common Stock (of which 315,263 were exercisable upon issuance and
the remaining 315,263 shares are exercisable after the second
Closing Date);
●
367,805 shares of
Common Stock issuable as True-up Shares in the Common Stock private
placement pursuant to the Purchase Agreements executed in
connection with the offering, which provides that in the event that
the average of the 15 lowest closing prices for the Common Stock
during the period beginning on the execution date of the Purchase
Agreement and ending on the date 90 days from the effective date
(the “Effective Date”) of the Registration Statement
filed by the Company in respect of the resale of the shares sold in
the offering (the “Subsequent Pricing Period”) is less
than $4.75 per share, then the Company will issue to the 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:
i. X= number of
True-up Shares to be issued
ii. A= the number of
purchased shares acquired by investor
iii. B=
the True-up Price
provided, that the
aggregate number of shares issued by the Company in the Common
Stock private placement, including the shares of Common Stock
issued, the shares of Common Stock issuable at the second Closing
Date, shares of Common Stock underlying the Investor Warrants and
True-up Shares shall not exceed 2.9% of the issued and outstanding
Common Stock as of the Effective Date for each $1,000,000 invested
in the Company;
●
1,394,726 shares of
Common Stock at an exercise price of $4.75 per share issuable upon
the exercise of warrants which may be issued to holders of the
Company’s Series C convertible preferred stock, pursuant to
the Purchase Agreements executed between August 17, 2018 and
October 4, 2018, in connection with the Company’s issuance of
an aggregate of 697,363 shares of the Series C convertible
preferred stock, that voluntary convert their shares of preferred
stock to Common Stock prior to their two-year anniversary of
issuance; and
●
92,030 shares of
Common Stock issuable upon the exercise of warrants which may be
issued to the placement agent in accordance with the Placement
Agent Agreement as further compensation in connection with the
Preferred Offering, which is 10% of the Preferred Warrants issued
to certain investors.
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:
October 31, 2018
|
By:
/s/ David Briskie
|
|
|
Name:
David Briskie
|
|
|
Title:
President and Chief Financial Officer
|