0001654954-19-014133.txt : 20191220 0001654954-19-014133.hdr.sgml : 20191220 20191220144655 ACCESSION NUMBER: 0001654954-19-014133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20191220 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191220 DATE AS OF CHANGE: 20191220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Youngevity International, Inc. CENTRAL INDEX KEY: 0001569329 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 900890517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38116 FILM NUMBER: 191300435 BUSINESS ADDRESS: STREET 1: 2400 BOSWELL ROAD CITY: CHULA VISTA STATE: CA ZIP: 91914 BUSINESS PHONE: 619-934-3980 MAIL ADDRESS: STREET 1: 2400 BOSWELL ROAD CITY: CHULA VISTA STATE: CA ZIP: 91914 FORMER COMPANY: FORMER CONFORMED NAME: AL International, Inc. DATE OF NAME CHANGE: 20130211 8-K 1 ygyi8k_dec202019.htm CURRENT REPORT Blueprint
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (date of earliest event reported): December 20, 2019
 
YOUNGEVITY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-38116
 
90-0890517
(State or other jurisdiction of incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
 
2400 Boswell Road, Chula Vista, CA 91914
(Address of principal executive offices) (Zip Code)
  
Registrant’s telephone number, including area code: (619) 934-3980
 
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
YGYI
The Nasdaq Capital Market
Series D Preferred Stock
YGYIP
The Nasdaq Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
 
  

 
 

 
 
 
 
Item 8.01.
Other Events.
 
On December 20, 2019, Youngevity International, Inc. (the “Company”) issued a press release announcing the declaration of a monthly cash dividend to holders of the Company’s 9.75% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”). The dividend of $ $0.203125 per share of Series D Preferred Stock is payable on January 15, 2020 to holders of record on December 31, 2019. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
On December 20, 2019, in addition to the press release described above, the Company also issued a press release announcing the closing of its previously announced underwritten public offering of 245,398 shares of Series D Preferred Stock at a price to the public of $22.75 per share. The Company expects to receive gross proceeds of approximately $5.58 million from the offering. The shares of Series D Preferred Stock trade on The Nasdaq Capital Market under the symbol “YGYIP.” The shares of Series D Preferred Stock are not convertible into or exchangeable for any of the Company’s other securities.
 
The underwriters have been granted a 45-day option to purchase up to 36,809 additional shares of Series D Preferred Stock from the Company, exercisable in whole or in part, solely to cover over-allotments, at the public offering price less the underwriting discount. A copy of this press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit Number

Description

Press Release of Youngevity International, Inc., dated December 20, 2019 (Dividend Declaration)
 

 
 
Press Release of Youngevity International, Inc., dated December 20, 2019 (Closing of Public Offering)
 
 
 

 
 
 
 
 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
YOUNGEVITY INTERNATIONAL, INC.
 
 
Date: December 20, 2019
By: /s/ David Briskie
 
Name: David Briskie
 
Title: President and Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
 
Description
 
Press Release of Youngevity International, Inc., dated December 20, 2019 (Dividend Declaration)
 
 
 
 
Press Release of Youngevity International, Inc., dated December 20, 2019 (Closing of Public Offering)
 
 
  
 
 
 
 
 
 
EX-99 2 ex99-1.htm PRESS RELEASE Blueprint
 
Exhibit 99.1
 
Youngevity International, Inc. Announces Timing of Regular Monthly Dividend for December 2019 for Series “D” Cumulative Redeemable Perpetual Preferred Stock
 
SAN DIEGO, Calif. ---December 20, 2019 - Youngevity International, Inc. (NASDAQ: YGYI), a leading multi-channel lifestyle company, today announced the timing for the payment of its declared regular monthly dividend of $0.203125 per share of its 9.75% Series D Cumulative Redeemable Perpetual Preferred Stock (NASDAQ:YGYIP) for December 2019. The dividend will be payable on January 15, 2020 to holders of record as of December 31, 2019. The dividend will be paid in cash.
 
About Youngevity International, Inc.
 
Youngevity International, Inc. ( NASDAQ : YGYI ), is a multi-channel lifestyle company operating in 3 distinct business segments including a commercial coffee enterprise, a commercial hemp enterprise, and a multi-vertical omni direct selling enterprise. The Company features a multi country selling network and has assembled a virtual Main Street of products and services under one corporate entity, YGYI offers products from the six top selling retail categories: health/nutrition, home/family, food/beverage (including coffee), spa/beauty, apparel/jewelry, as well as innovative services. For investor information, please visit YGYI.com. Be sure to like us on Facebook and follow us on Twitter
 
Safe Harbor Statement
 
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions. These forward-looking statements are based on management's expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.
 
Contacts:
 
Youngevity International, Inc.
Dave Briskie
President and Chief Financial Officer
1 800 982 3189 X6500
 
 
Investor Relations
YGYI Investor Relations
800.504.8650
investors@ygyi.com
 
 
 
EX-99 3 ex99-2.htm PRESS RELEASE Blueprint
 
Exhibit 99.2
 
Youngevity International, Inc. Announces Closing of $5.58 Million Public Offering of Series D Cumulative Redeemable Perpetual Preferred Stock
 
SAN DIEGO, December 20, 2019 /PRNewswire/—Youngevity International, Inc. (NASDAQ:YGYI and YGYIP), a leading multi-channel lifestyle company, today announced the closing of its previously announced underwritten public offering of 245,398 shares of its 9.75% Series D Cumulative Redeemable Perpetual Preferred Stock at a price to the public of $22.75 per share. The Company received gross proceeds of approximately $5.58 million from the offering. The shares of Series D Preferred Stock trade on the Nasdaq Capital Market under the symbol “YGYIP.” The shares of Series D Preferred Stock are not convertible into or exchangeable for any of the company’s other securities.
 
The underwriters have been granted a 45-day option to purchase up to 36,809 additional shares of Series D Preferred Stock from the company, exercisable in whole or in part, solely to cover over-allotments, at the public offering price less the underwriting discount.
 
The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.
 
The Benchmark Company, LLC is acting as sole book-running manager of the offering. 
 
The securities described above were offered by the company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-225053) previously filed with the Securities and Exchange Commission (“SEC”) on May 18, 2018 and declared effective on May 29, 2018.
 
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A final prospectus supplement and an accompanying prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained from The Benchmark Company, LLC, Attn: Prospectus Department, 150 E. 58th Street, 17th floor, New York, NY 10155 or by calling 212-312-6700 or by emailing prospectus@benchmarkcompany.com. 
 
About Youngevity International, Inc.
 
Youngevity International, Inc. (NASDAQ: YGYI and YGYIP), is a multi-channel lifestyle company operating in 3 distinct business segments including a commercial coffee enterprise, a commercial hemp enterprise, and a multi-vertical omni direct selling enterprise.  The Company features a multi country selling network and has assembled a virtual Main Street of products and services under one corporate entity, YGYI offers products from the six top selling retail categories: health/nutrition, home/family, food/beverage (including coffee), spa/beauty, apparel/jewelry, as well as innovative services.
 
Safe Harbor Statement
 
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These forward-looking statements are based on management's expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements and include statements regarding the intended use of proceeds. Important factors that could cause actual results to differ materially from current expectations include, among others, our ability to drive revenue in our commercial coffee segment,  our ability to develop and grow our hemp commercial segment, our ability to continue our international growth, our ability to leverage our platform and global infrastructure to drive organic growth, our ability  to  return to profitability, expand our liquidity, and strengthen our balance sheet, our ability to continue to maintain compliance with the NASDAQ requirements, the acceptance of the omni-direct approach by our customers, our ability to expand our distribution, our ability to add additional products (whether developed internally or through acquisitions), and the other factors discussed in the preliminary prospectus supplement and accompanying base prospectus and our Annual Report on Form 10-K for the year ended December 31, 2018 and our subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.