YOUNGEVITY INTERNATIONAL, INC. (OTCMKTS:YGYI) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
On October 29, 2018, two stockholders holding in excess of a majority of the Company’s shares of common stock, par value $0.001 per share (the “Common Stock”), approved for purposes of complying with Nasdaq Rules 5635 (b) and (d), the issuances set forth below:
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747,664 shares of Common Stock to Carl Grover (“Grover”), at an effective rate of $5.35 per share, upon the exchange of all amounts owed under the Company’s 8% Series A Convertible Promissory Note, due July 30, 2019, in the principal amount of $4,000,000, originally convertible into 571,428 shares of Common Stock at a conversion price of $7.00 per share;
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631,579 shares of Common Stock at an exercise price of $4.75 per share upon the exercise of a warrant issuable to Grover in connection with the $4,000,000 note exchange;
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30,000 shares of Common Stock to Ascendant Alternative Strategies, LLC (“Ascendant”) upon closing of the $4,000,000 note exchange;
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80,000 shares of Common Stock at an exercise price of $5.35 per share upon the exercise of a four-year warrant issuable to Ascendant upon closing of $4,000,000 note exchange;
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70,000 shares of Common Stock at an exercise price of $4.75 per share upon the exercise of a four-year warrant issuable to Ascendant upon closing of $4,000,000 note exchange;
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390,263 shares of Common Stock to be issued to investors in the Company’s Common Stock private placement between August 31, 2018 and October 5, 2018, to which the Company sold an aggregate of 390,263 shares of Common Stock, issued warrants (the “Investor Warrants”) to purchase an aggregate of 630,526 shares of Common Stock (of which 315,263 were exercisable upon issuance and the remaining 315,263 shares are exercisable after the second Closing Date);
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367,805 shares of Common Stock issuable as True-up Shares in the Common Stock private placement to the Purchase Agreements executed in connection with the offering, which provides that in the event that the average of the 15 lowest closing prices for the Common Stock during the period beginning on the execution date of the Purchase Agreement and ending on the date 90 days from the effective date (the “Effective Date”) of the Registration Statement filed by the Company in respect of the resale of the shares sold in the offering (the “Subsequent Pricing Period”) is less than $4.75 per share, then the Company will issue to the investors additional shares of its Common Stock (the “True-up Shares”) within three days from the expiration of the Subsequent Pricing Period, according to the following formula:
X= [Purchase Price Paid- (A*B)]/B, where:
i.X= number of True-up Shares to be issued
ii.A= the number of purchased shares acquired by investor
iii.B= the True-up Price
provided, that the aggregate number of shares issued by the Company in the Common Stock private placement, including the shares of Common Stock issued, the shares of Common Stock issuable at the second Closing Date, shares of Common Stock underlying the Investor Warrants and True-up Shares shall not exceed 2.9% of the issued and outstanding Common Stock as of the Effective Date for each $1,000,000 invested in the Company;
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1,394,726 shares of Common Stock at an exercise price of $4.75 per share issuable upon the exercise of warrants which may be issued to holders of the Company’s Series C convertible preferred stock, to the Purchase Agreements executed between August 17, 2018 and October 4, 2018, in connection with the Company’s issuance of an aggregate of 697,363 shares of the Series C convertible preferred stock, that voluntary convert their shares of preferred stock to Common Stock prior to their two-year anniversary of issuance; and
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92,030 shares of Common Stock issuable upon the exercise of warrants which may be issued to the placement agent in accordance with the Placement Agent Agreement as further compensation in connection with the Preferred Offering, which is 10% of the Preferred Warrants issued to certain investors.
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.
