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): November 18, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard. Transfer of Listing.
Youngevity International, Inc. (the “Company”) received
notice on November 18, 2020 from the Nasdaq Hearings Panel (the
“Panel”) that it has determined to delist the
Company’s securities from The Nasdaq Stock Market LLC
(“Nasdaq”) based upon the Company’s
non-compliance with the filing requirements set forth in Nasdaq
Listing Rule 5250(c)(1) for failing to file its Form 10-K for the year
ended December 31, 2019, and Forms 10-Q for the periods ended March
31, 2020 and June 30, 2020. As a result of the Panel’s decision, Nasdaq
will suspend trading in the Company’s securities effective at
the open of business on Friday, November 20, 2020 and indicated
that it intends to file a Form 25 Notification of Delisting with
the Securities and Exchange Commission (the “SEC”),
notifying the SEC of Nasdaq’s determination to remove the
Company’s common shares from listing on Nasdaq under Section
12(b) of the Securities Exchange Act of 1934, as amended. The
formal delisting of the Company’s common shares from Nasdaq
will become effective ten days after the Form 25 is filed. In
connection with the suspension of trading on The Nasdaq Capital
Market, the Company expects that its common stock and Series D
preferred stock will trade under its current trading symbols YGYI
and YGYIP on the OTC Markets system effective with the open of the
markets on Friday, November 20, 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:
November 19, 2020
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By:
/s/ David
Briskie
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Name:
David Briskie
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Title:
President and Chief Investment Officer
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