As previously disclosed, certain subsidiaries of JRjr33, Inc. (“JRJR” or the “Company”) have used ActiTech, L.P. (“Actitech”) to provide production services. Michael Bishop, a member of the Board of Directors of JRJR, is the controlling shareholder of Actitech. On or about May 31, 2016, Actitech offered a letter agreement to Agel Enterprises, (“Agel”), wherein a floating credit limit was provided so that payments to Actitech would be based on Agel’s cash flow, not on a timing or days since shipping product (the “Acitech Agreement”). To date, Agel has not satisfied all fees requested by Actitech under this arrangement due to Agel’s understanding that the fee provisions are invalid and violate applicable usury statutes.

The agreement does not contain material terms found in a standard financial obligation agreement. The aforementioned lack of standard terminology in the Actitech agreement does not purport to be complete and is qualified in its entirety by reference to the provisions of such agreement, a copy of which is filed as exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item 2.03 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item 2.03.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information required by this Item 2.04 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item 2.04.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 9, 2017, the Company’s Executive Vice President Fraser E. Marcus resigned his position with the Company effective immediately. Mr. Marcus has served as Executive Vice President since his appointment on February 8, 2017. During his time at the Company, he headed the group’s M&A, strategy, new business development, financial analysis, and transaction structuring efforts. Mr. Marcus has agreed to continue to provide the Company assistance as an adviser for mergers and acquisitions on a fee basis.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

>>>>>>>>Exhibit 10.1 Acitech Agreement, dated May 31, 2016

About JRjr33, INC. (NYSEMKT:JRJR)

JRjr33, Inc. (JRJR), formerly CVSL Inc., offers a platform of direct-to-consumer brands. The Company operates through the segments, which include Gourmet Food, Nutritional and Wellness, Home Decor, Publishing and Printing, and Other. The Gourmet Food Products segment consists of operations related to the production and sale of hand-crafted spices, oils and other food products from around the world. The Home Decor segment consists of operations related to the production and sale of premium hand-crafted baskets, and the selling of products for the home, including pottery, cleaning, health, beauty, home, outdoor and customizable vinyl expressions for display. The Nutritionals and Wellness segment consists of operations related to the selling of nutritional supplements and skin care products. The Publishing and Printing Segment consists of the operations of Happenings Communications Group, Inc. and Paperly, Inc. The Other Segment consists of the operations of Tomboy Tools, Inc.

JRjr33, INC. (NYSEMKT:JRJR) Recent Trading Information

JRjr33, INC. (NYSEMKT:JRJR) closed its last trading session down -0.019 at 0.481 with 32,562 shares trading hands.