Current Report Filing (8-k)
22 Fevereiro 2021 - 8:04AM
Edgar (US Regulatory)
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): February 15, 2021
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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OTCQX
Market
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Series
D Preferred Stock
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YGYIP
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OTCQX
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
February 18, 2021, Youngevity International, Inc. (the
“Company”) entered into note amendments (the “6%
Note Amendments”) with the holders of $1,000,000 aggregate
principal amount of those certain 6% secured convertible notes (the
“6% Notes”), issued by the Company to such investors
(the “Investors”) on February 15, 2019. The 6% Note
Amendments extend the maturity date of the 6% Notes held by the
Investors to February 15, 2022 and increase the interest rate to
16%. On February 18, 2021, the Company and the Investors, also
entered into note amendments (the “8% Note Amendments”)
with respect to $2,000,000 aggregate principal amount of those
certain 8% secured notes (the “8% Notes”), issued by
the Company to such Investors on March 15, 2019. The 8% Note
Amendments extend the maturity date of the 8% Notes held by the
Investors to May 18, 2022 and increase the interest rate to 16%. In
connection with the foregoing the Company issued as an inducement
to the Investors an aggregate of 550,000 shares of its restricted
common stock and issued to the Investors a four-year warrant
(“Warrant”) to purchase up to 150,000 shares of its
restricted common stock at an exercise price of $1.00.
The
foregoing description of the terms of the Warrant, 6% Note
Amendments and 8% Note Amendments do not purport to be complete and
is subject to and is qualified in their entirety by reference to
the provisions of such agreements, the forms of which are filed as
Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, to this Current
Report on Form 8-K and are incorporated herein by
reference.
Item 2.04 Triggering Events That Accelerate or Increase a
Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement.
On
February 15, 2021, $900,000 in principal amount of the 6% Notes
issued by the Company to investors in February 2019 have become due
and matured in accordance with their terms. The Company did
not make the payment due upon the maturity date of these notes and
is in negotiations regarding a forbearance. Pursuant to a Security
Agreement, dated February 15, 2019, entered into by the Company
with the several holders of the 6% Notes, the 6% Notes are secured
by a first priority lien granted by the Company on all the shares
of its subsidiary Khrysos Industries, Inc.
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 issued the shares of
common stock and Warrant to the Investors in reliance on the
exemption from registration provided for under Section 4(a)(2) of
the Securities Act. The Company relied on this exemption from
registration for private placements based in part on the
representations made by the Investors with respect to their status
as an accredited investor, as such term is defined in Rule 501(a)
of 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:
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Exhibit
Number
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Description
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Warrant
Agreement
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Amendment to 6%
Secured Convertible Note with Thomas Bibb
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Amendment to 6%
Secured Convertible Note with Joy Pipe USA LP
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Amendment to 8%
Secured Note with Thomas Bibb
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Amendment to 8%
Secured Note with Joy Pipe USA LP
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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:
February 19, 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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Youngevity (NASDAQ:YGYI)
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