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

On August 17, 2018, Youngevity International, Inc. (the “Company”) closed the first 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 six accredited investors to which the Company sold 68,420 shares of Series C Preferred Stock, initially convertible into 136,840 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 issuea 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, 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 first closing of the Offering were $649,990. No commissions or offering expenses were 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 are filed as Exhibits 4.1, 10.1. 10.2, and 10.3, respectively, to this Current Report on Form 8-K 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 August 16, 2018, the Company filed a Certificate of Designation of Powers, Preferences and Rights of Series C Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”).

to the Certificate of Designation, the Company has designated 315,790 shares of preferred stock as Series C Convertible Stock and has agreed to pay cumulative dividends on the Series C Preferred Stock from the date of original issue at a rate of 6.0% per annum payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning September 30, 2018. The Series C Preferred Stock ranks senior to the Company’s outstanding Series A Convertible Preferred Stock and the Common Stock with respect to dividend rights and rights upon liquidation, dissolution or winding up, and pari passu with the Company’s outstanding Series B Convertible Preferred Stock. Each share of Series C Preferred Stock is initially convertible at any time, in whole or in part, at the option of the holders, at an initial conversion price of $4.75 per share, into two (2) shares of Common Stock and automatically converts initially into two (2) shares of Common Stock in the event the average of the daily volume-weighted average price of the Common Stock for the 30 days preceding the two-year anniversary date of issuance is $6.00 or higher. In addition, each share of Series C Preferred Stock is redeemable at a price equal to its original purchase price plus all accrued but unpaid dividends in the event the average of the daily volume weighted average price of the Common Stock for the 30 days preceding the two year anniversary date of issuance is less than $6.00. The Series C Preferred Stock has no voting rights.

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, 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 DESIGNATION OF POWERS,…
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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.