Attached files
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| EX-99 - 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): September 29, 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.
As
previously reported, on April 2, May 14, 2020, and August 12, 2020,
Youngevity International, Inc. (the “Company”) received
notification letters from the Listing Qualifications Department
(the “Staff”) of The Nasdaq Stock Market LLC
(“Nasdaq”) stating that the Staff had determined that
the Company did not comply with Nasdaq’s filing requirement,
as set forth in Nasdaq Listing Rule 5250(c)(1) (the
“Rule”) because it had not filed its Form 10-K for the
year ended December 31, 2019 (the “2019 10-K”) and Form
10-Q for the period ended March 31, 2020 (the “March 31
10-Q”), and the Form 10-Q for the period ended June 30, 2020
(the “June 30 10-Q”)(collectively, the
“Delinquent Reports”), respectively. Nasdaq Listing
Rule 5250(c)(1) requires listed companies to timely file all
required public financial reports with the Securities and Exchange
Commission.
On
August 11, 2020, the Company received a notification letter from
the Staff indicating that it had determined to grant an exception
(the “Exception”) to enable the Company to regain
compliance with Nasdaq Listing Rule 5250(c)(1) (the
“Rule”).
The
terms of the Exception were as follows: on or before September 28,
2020, the Company was required to file the Delinquent Reports, as
required by the Rule.
On
September 29, 2020, the Company received a Staff Determination
Letter (the “September Notification”) stating that the
Staff had determined that the Company did not timely file the
Delinquent Reports. The September Notification also provided that
the Company would be subject to suspension unless the Company
timely requested a hearing before a Nasdaq Hearings Panel (the
“Panel”).
Accordingly, the Company intends to timely request a hearing before
the Panel. Under Nasdaq’s rules, this will result in an
automatic stay of any suspension or delisting action through
October 21, 2020. In connection with the hearing request, the
Company will also be requesting the stay be extended until the
Panel issues its decision following the hearing and through the
expiration of any additional extension period granted by the Panel.
The Company’s securities will continue to trade on Nasdaq
under the symbols YGYI and YGYIP while the stay remains in place.
However, there can be no assurance that the Panel will grant the
Company’s request for continued listing on The Nasdaq Capital
Market, or that the Company will ultimately regain
compliance.
Additionally,
on September 29, 2020, the Company received a notification (the
“Notification”) from the Staff stating that the Company
has fallen below the $1.00 minimum bid price requirement of Nasdaq
Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”) based on
the closing bid price of the Company’s common stock for the
previous 30 consecutive trading days. The Company has a compliance
period of 180 calendar days in which to regain compliance prior to
any further action being taken by Nasdaq. If at any time during
this 180-day period the closing bid price of the Company’s
common stock is at least $1.00 for a minimum of 10 consecutive
business days, the Company may be deemed to have regained
compliance with Rule 5550(a)(2).
The
Company intends to regain compliance with the minimum bid price
requirement of Rule 5550(a)(2) within the 180-day compliance
period, though there can be no assurance that it will be able to do
so.
Item 9.01 Financial Statements and
Exhibits.
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(d)
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Exhibits.
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Exhibit 99.1 Press Release issued by Youngevity International,
Inc., dated October 2, 2020
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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:
October 2, 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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