Attached files
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EX-10.2 - AMENDMENT TO JOINT VENTURE AGREEMENT - Youngevity International, Inc. | ex10-2.htm |
EX-10.1 - JOINT VENTURE AGREEMENT - Youngevity International, Inc. | ex10-1.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): July 29, 2020
YOUNGEVITY INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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:
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 1.01. Entry Into a Material Definitive Agreement.
On July
29, 2020, Youngevity International, Inc. (the
“Company”) entered into an Amendment (the
“Amendment”) to the Joint Venture Agreement, dated
April 20, 2020 (the “Joint Venture Agreement”), by and
among CLR Roasters, LLC (“CLR”), Khrysos Industries,
Inc. (“Khrysos”), H&H Coffee Group Export Corp. and
Fitracomex, Inc. (“Fitracomex” or the “Nicaragua
Partners”), as successor in interest to P&S Corporation
Trading Investments Inc. d/b/a: The Nica Hemp Cooperative.
Pursuant to the Joint Venture
Agreement, the parties intend to construct a hemp grow facility in
Nicaragua.
The
Amendment acknowledges the assignment by P&S Corporation
Trading Investments Inc. d/b/a: The Nica Hemp Cooperative of its
rights and obligations under the Joint Venture Agreement to
Fitracomex and clarifies that the proposed issuance upon completion
of the construction of the facility of warrants to
purchase shares of the Company’s common stock to the
Nicaragua Partners shall require the approval by the
Company’s stockholders of the proposed issuance.
Pursuant to the Joint Venture Agreement, as amended, H&H Coffee
Group Export Corp has agreed to provide, and contribute a fifty
percent (50%) interest in, the 2,200 acre Chaguitillo Farms in
Sebaco-Matagalpa, Nicaragua for
a 25% stake in the joint venture, the Nicaragua
Partners have agreed to provide capital funding for the
construction of the facility, and CLR and Khrysos have agreed to
initially contribute $3,000,000 of extraction equipment along with
their expertise in the hemp business for a 75% stake in the joint
venture. In addition, pursuant to the Joint Venture Agreement, as
amended, the Company has agreed to issue 1,500,000 million shares
of the Company’s common stock to the Nicaragua Partners and
upon completion of the construction of the facility, and subject to
the receipt of all necessary approvals, including the approval by
the Company’s stockholders of the proposed issuance in
accordance with the rules of The Nasdaq Stock Market, agreed to
issue a warrant to the Nicaragua Partners to purchase 5,000,000
shares of the Company’s common stock at an exercise price of
US$1.50, exercisable for a term of five (5)
years.
The foregoing description of the terms of the Joint Venture
Agreement and Amendment 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 10.1 and 10.2, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information regarding the securities of the Company set forth
under Item 1.01 of this Current Report on Form 8-K is incorporated
by reference in this Item 3.02. The Company intends to issue the
shares of the Company’s common stock and the warrant to
the Nicaragua Partners 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”).
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
The
following exhibits are filed with this Current Report on Form
8-K:
Exhibit Number
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Description
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Joint
Venture Agreement, dated April 20, 2020, by and among CLR Roasters,
LLC, Khrysos Industries, Inc., H&H Coffee Group Export Corp.
and P&S Corporation Trading Investments Inc. d/b/a: The Nica
Hemp Cooperative.
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Amendment
to Joint Venture Agreement, dated July 29,2020, by and among CLR
Roasters, LLC, Khrysos Industries, Inc., H&H Coffee Group
Export Corp. and Fitracomex, Inc., as successor in interest to
P&S Corporation Trading Investments Inc. d/b/a: The Nica Hemp
Cooperative.
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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 4, 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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