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EX-10.1 - SETTLEMENT 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): April 13, 2021
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: None
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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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
April 13, 2021, Youngevity International, Inc. (the
“Company”) entered into a Settlement Agreement (the
“Settlement Agreement”), effective as of April 2, 2021,
by and among the Company, CLR Roasters LLC (“CLR
Roasters”), a wholly owned subsidiary of the Company, and
Daniel Mangless (“Mangless”) to settle all claims
related to a lawsuit filed by Mangless against the Company and CLR
Roasters, on February 10, 2021, for the alleged breach by the
Company and CLR Roasters of their obligations under a Senior
Secured Promissory Note and a Pledge and Security Agreement, issued
to Mangless by the Company and CLR Roasters pursuant to a
Securities Purchase Agreement, each entered into in March 2020 (See
Mangless v. Youngevity
International, Inc. and CLR Roasters LLC, Case No. 2021-CA-996-O
(Fla. Cir. Ct.)) (the “Lawsuit”). Pursuant to
the Settlement Agreement, Mangless has agreed to dismiss the
Lawsuit, with prejudice within five days of the Company making all
of payments required under the Settlement Agreement. The Settlement
Agreement provides that the Company shall make a $195,000 payment
to Mangless no later than April 10, 2021 and make a $101,668,35
payment to Mangless beginning on May 1, 2021, and on the first day
of every month thereafter through and including January 1, 2022,
inclusive. In addition, pursuant to the Settlement Agreement, the
Company has agreed to issue Mangless 1,000,000 shares of its common
stock (the “Settlement Shares”) and that following the
date the Company has completed the audit of its financial
statements for the years ended December 31, 2019 and 2020, if it is
then necessary to register the Settlement Shares with the
Securities and Exchange Commission (the “SEC”) to allow
Mangless to resell the Settlement Shares in the open market, to
file a registration statement on Form S-1 within 60 days after
bringing its audit filings up to date.
The
foregoing summary of the Settlement Agreement does not purport to
be complete and is qualified in its entirety by reference to the
Settlement Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
information regarding the obligations of the Company pursuant to
the Agreement, as set forth under Item 1.01 of this Current Report
on Form 8-K is incorporated by reference in this Item
2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The
information regarding the issuance of the Settlement Shares to
Mangless as set forth under Item 1.01 of this Current Report on
Form 8-K is incorporated by reference in this Item
3.02.
The
issuance and sale of the shares of Common Stock has not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”) and may not be offered or sold in the
United States absent registration under or exemption from the
Securities Act and any applicable state securities laws. Such
shares have been issued in reliance on an exemption from the
registration requirements of the Securities Act afforded by Section
4(a)(2) thereof.
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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Settlement
Agreement by and among Youngevity International, Inc., CLR Roasters
LLC and Daniel Mangless, effective as of April 2,
2021.
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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 21, 2021
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By:
/s/ William
Thompson
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Name:
William Thompson
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Title:
Chief Financial Officer
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