Attached files
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| EX-99.1 - PRESS RELEASE - Youngevity International, Inc. | ex99-1.htm |
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): April 2, 2020
YOUNGEVITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-38116
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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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common
Stock
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YGYI
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The
Nasdaq Capital Market
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Series
D Preferred Stock
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YGYIP
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The
Nasdaq Capital Market
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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 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of
Listing.
On
April 2, 2020, Youngevity International, Inc. (the
“Company”) received a
notification letter from the Listing Qualifications Department of
The Nasdaq Stock Market LLC (“Nasdaq”) indicating that
as a result of the Company’s failure to file its Annual
Report on Form 10-K for the year ended December 31, 2019 (the
“Form 10-K”), the Company no longer complies
with Nasdaq’s continued listing requirements as
set forth in Nasdaq Listing Rule
5250(c)(1).
The Company filed a Notification of Late Filing on Form 12b-25 on
March 17, 2020, indicating that the filing of the Company’s
Form 10-K would be delayed until after the completion of the audit
of the Company’s financial statements, which was anticipated
to be completed before the expiration of the fifteen calendar day
extension period provided by Rule 12b-25 under the Securities
Exchange Act of 1934, as amended. Thereafter, on March 31, 2020,
the Company announced that the COVID-19 pandemic had by then caused
the displacement of the Company's non-essential personnel,
including substantially all accounting staff, the imposition of
restrictions by various governments and the displacement of its
independent auditors' staff, and that as a result the Company would
miss the filing date, as extended, of its Form 10-K.
The notification letter from the Listing Qualifications Department
stated that, under Nasdaq rules, the Company has 60 calendar days,
or until June 1, 2020, to submit a plan to regain compliance
with Nasdaq’s continued
listing requirements and if Nasdaq accepts the plan, Nasdaq can
grant an exception of up to 180 calendar days from the filing due
date, of September 28,2020, to regain compliance. The Company can
also regain compliance with Nasdaq’s continued listing
requirements at any time before September 28, 2020, by filing the
Form 10-K with the Securities and Exchange Commission (the
“SEC”), as well as any subsequent periodic financial
reports that may become due.
The Company’s management is working diligently to complete
the Form 10-K and intends to file it as soon as practicable, which
is currently expected to be by the end of April, 2020.
Item 9.01 Financial Statements and
Exhibits.
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(d)
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Exhibits.
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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:
April 6, 2020
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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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