YOUNGEVITY INTERNATIONAL, INC. (OTCMKTS:YGYI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.

Offering

Between September 28, 2018 and October 4, 2018, Youngevity International, Inc. (the “Company”) closed the third and final tranche of its best efforts offering (the “Offering”) of Series C convertible preferred stock, par value $0.001 per share (the “Series C Preferred Stock”), and entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 44 accredited investors to which the Company sold 555,259 shares of Series C Preferred Stock, initially convertible into 1,110,518 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $9.50 per share.

to the Purchase Agreement, the Company has agreed to issue a two-year warrant to purchase shares of Common Stock at an exercise price of $4.75 (the “Warrant”) to each investor that voluntarily converts their Series C Preferred Stock to Common Stock. The Warrant contains certain anti-dilution provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization of the Company.

The Company entered into a Placement Agent Agreement with Corinthian Partners, LLC, dated July 31, 2018 to which the Company agreed to pay the placement agent, subject to certain exclusions, a fee of 5.0% of the gross proceeds of the Offering and a non-accountable expense allowance of 2.0% of the gross proceeds. In addition, the Company agreed to issue to the placement agent, or its permitted assigns, warrants of the Company equal to ten percent (10%) of any warrants issued to investors to the Offering, if and when any such warrants are issued to the investors.

The proceeds to the Company from the third and final closing of the Offering were $4,905,128, after giving effect to $344,874 of commissions paid to the placement agent.

to the terms of a Registration Rights Agreement, the Company has agreed to file a registration statement with the Securities and Exchange Commission to register the shares of Common Stock issuable upon conversion of the Series C Preferred and the shares of Common Stock issuable upon exercise thereof.

The foregoing description of the terms of the Warrant, Placement Agent Agreement, Purchase Agreement and Registration Rights Agreement 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 were filed as Exhibits 4.1, 10.1. 10.2, and 10.3, respectively, to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2018 and are incorporated herein by reference. The provisions of the Placement Agent Agreement and Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the parties to that document. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Securities and Exchange Commission.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 28, 2018, the Company filed a Certificate of Increase (the “Certificate of Increase”) with the Secretary of State of the State of Delaware to its Certificate of Designation of Powers, Preferences and Rights of Series C Convertible Preferred Stock (the “Certificate of Designation”) to increase the number of shares of Series C Preferred Stock issuable under the Certificate of Designation from 315,790 shares to 700,000 shares.

The foregoing description of the Certificate of Increase does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Increase, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Youngevity International, Inc. Exhibit
EX-3.1 2 ex3-1.htm CERTIFICATE OF INCREASE Untitled Document       CERTIFICATE OF INCREASE OF SERIES C CONVERTIBLE PREFERRED STOCK OF YOUNGEVITY INTERNATIONAL,…
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About YOUNGEVITY INTERNATIONAL, INC. (OTCMKTS:YGYI)

Youngevity International, Inc. is an e-commerce company. The Company operates through two segments: the direct selling segment where products are offered through a global distribution network of customers and distributors, and the commercial coffee segment where products are sold directly to businesses. The Company offers over 2,500 products to support a healthy lifestyle. All of these products, which are sold through its direct selling network, are categorized into over 11 sub-product lines. In the direct selling segment, the Company sells health and wellness, beauty product and skin care, scrap booking and story booking items, and packaged food products on a global basis, and offers a range of products through an international direct selling network. The Company is engaged in the commercial sale of coffee through its subsidiary CLR Roasters, LLC (CLR) and its subsidiary. Its brands include Cafe La Rica, Javalution Daily Grind, Javalution Royal Roast, SOZO Global and Integris.