Stockholders' Equity and Non-controlling Interest

Public Offering

On March 4, 2015, the Company raised proceeds of $20 million through the sale of 6,667,000 shares of common stock, and warrants to purchase up to an aggregate of 6,667,000 shares of common stock at a combined offering price of $3.00 in an underwritten public offering ("Offering"). The warrants have a per share exercise price of $3.75, are exercisable immediately, and will expire five years from the date of issuance. The Company granted the underwriters a 45-day option to purchase up to an additional 1,000,050 shares of common stock and/or warrants to purchase up to an aggregate of 1,000,050 shares of common stock to cover additional over-allotments, if any. On March 4, 2015, the underwriters exercised a portion of their over-allotment option with respect to 113,200 warrants. In addition, 166,675 warrants were issued to the underwriters. The over-allotment option has expired.

The gross proceeds to the Company, including the underwriters' partial exercise of their over-allotment option, were approximately $20 million before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The net proceeds from the Offering were approximately $17.8 million. Assuming the exercise of all 6,667,000 warrants at the exercise price of $3.75 each, and assuming the Company maintains the conditions necessary for a cash exercise, the total additional gross aggregate proceeds to the Company would be approximately $25 million. However, there can be no assurance that any warrants will be exercised or that the Company will maintain conditions necessary for a cash exercise prior to the stated maturity date.

The exercise price of the warrants are subject to anti-dilutive adjustments (such as stock splits, stock dividends, recapitalizations or other similar events). There are no cash settlement alternatives associated with the warrant agreements that would require the Company to pay a holder of such warrant cash at exercise or at any other event. The fair value of the warrants was approximately $9.0 million as calculated using the Black Scholes model at the time of purchase.

The warrants will be exercisable when a registration statement registering the issuance of the shares of common stock underlying the warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise. If a registration statement registering the issuance of the shares of common stock underlying the warrants under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the warrants. The Company currently does not have a registration statement available that registers the common stock underlying the warrants.

A holder of warrants will not have the right to exercise any portion of the warrant if such exercise would result in the holder (together with its affiliates) beneficially owning in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, unless the holder provides at least 61 days' prior notice to the company. In no event may the warrant holder's ownership exceed 9.99%.

At-the-Market Issuance Sales Agreement

On December 3, 2014, the Company entered into an "At-the-Market Issuance Sales Agreement" with MLV & Co. LLC ("MLV") pursuant to which the Company may offer and sell shares of common stock having an aggregate offering price of up to $25,000,000 from time to time through MLV, acting as agent. Sale of shares under this agreement were sold pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-200712), which became effective on January 15, 2015. During fiscal year ended December 31, 2015, the Company sold 101,083 shares under the agreement and received aggregate net proceeds of approximately $684,000. No shares were sold during the fiscal year ended December 31, 2016. The Company is no longer eligible to sell stock under the At-the-Market Issuance Sales Agreement and will not be eligible to do so until the shelf registration statement on Form S-3 is available for use.

Possible Issuance of Additional Common Stock under Share Exchange Agreement

Rochon Capital Partners, LTD is controlled by John P. Rochon and beneficially owns approximately 40% of the Company's outstanding common stock.

Under a certain Share Exchange Agreement with Rochon Capital, which was amended during the fourth quarter of 2014 (the "Amended Share Exchange Agreement") Rochon Capital has rights to be issued the 25,240,676 shares of the Company's common stock (the "Second Tranche Parent Stock") upon the public announcement that a person or group of affiliated or associated persons has become an Acquiring Person (as defined below), or upon the commencement or announcement of a tender or exchange offer which would result in any person or group becoming an Acquiring Person. In such event, the Second Tranche Parent Stock will be issued to Rochon Capital, or a Permitted Transferee to whom the right has been transferred, within ten (10) days of written request, which request shall be in Rochon Capital's, or a Permitted Transferee's, sole discretion. A person or group of affiliated or associated persons becomes an "Acquiring Person," thus triggering the issuance of the Second Tranche Parent Stock to Rochon Capital, or a Permitted Transferee to whom the right has been transferred, upon acquiring, subsequent to the date of the Amended Share Exchange Agreement, beneficial ownership of 15% or more of the shares of common stock then outstanding. The term "Acquiring Person" shall not include (1) any person who acquires15% or more of the Company's shares of common stock in a transaction approved by John P. Rochon, (2) any affiliates of John P. Rochon or (3) any family members of John P. Rochon.

Accumulated Other Comprehensive Income (Loss)

A summary of the net changes in accumulated other comprehensive income attributable to JRjr33, Inc. shareholders and significant amounts reclassified out of accumulated other comprehensive income for the fiscal year ended December 31, 2016 and December 31, 2015 follows (in thousands):



	Foreign Currency Translation			Unrealized Gain (Loss) on Available-for-Sale Securities			Total Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2014	$	128		$	193		$	321
Other comprehensive loss before reclassifications	(706		)	—			(706		)
Amounts reclassified from accumulated other comprehensive income	—			(199		)	(199		)
Transactions with non-controlling interests	(2		)	—			(2		)
Balance at December 31, 2015	(580		)	(6		)	(586		)
Other comprehensive income (loss) before reclassifications	(1,799		)	6			(1,793		)
Amounts reclassified from accumulated other comprehensive income	—			—			—
Transactions with non-controlling interests	(11		)	—			(11		)
Net other comprehensive loss at December 31, 2016	$	(2,390	)	$	—		$	(2,390	)

Non-controlling Interest

On December 31, 2016 and December 31, 2015, the non-controlling interest of shareholder's equity totaled $(6.0) million and $(2.1) million, respectively. Non-controlling interest arises as a result of the Company holding ownership percentages of more than 20% but less than 100% of The Longaberger Company, My Secret Kitchen, and numerous Agel entities.