Item 1.01.
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Entry into a Material Definitive Agreement.
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On
December 17, 2019, Youngevity International, Inc. (the
“Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with The Benchmark Company,
LLC, as representative of the several underwriters named therein
(the “Underwriters”). Pursuant to the Underwriting
Agreement, the Company agreed to sell to the Underwriters, in a
firm commitment underwritten public offering, up to 282,207 shares
(the “Shares”) of the Company’s 9.75% Series D
Cumulative Redeemable Perpetual Preferred Stock, par value $0.001
per share (the “Series D Preferred Stock”), which
includes 36,809 Shares subject to an option granted to the
Underwriters for a period of 45 days to purchase additional shares,
at a price to the public of $22.75 per Share, less underwriting
discounts and commissions (the
“Offering”).
The
gross proceeds from the sale of the Shares, before deducting the
Underwriter’s discounts and commissions and other estimated
offering expenses payable by the Company, are expected to be
approximately $5.58 million (or approximately $6.42 million if the
Underwriters exercise in full their option to purchase the
additional 36,809 Shares). The Company intends to use the net
proceeds from the Offering for working capital and other general
corporate purposes.
The
Shares will be issued in the Offering pursuant to the
Company’s shelf registration statement on Form S-3 (File
No. 333-225053) that was filed with the Securities and
Exchange Commission (the “SEC”) on May 18, 2018, and
declared effective by the SEC on May 29, 2018, and the base
prospectus included therein, as supplemented by the preliminary
prospectus supplement filed with the SEC on December 9, 2019, and a
prospectus supplement, dated December 17, 2019, which was filed
with the SEC on December 18, 2019. The Offering is expected to
close on December 20, 2019, contingent upon the satisfaction
of customary closing conditions.
The
Underwriting Agreement contains customary representations,
warranties and covenants by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties and termination
provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes
of such agreement and as of specific dates, were solely for the
benefit of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties.
The
foregoing description of the material terms of the Underwriting
Agreement is qualified in its entirety by reference to the full
text thereof, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 1.1 and is incorporated by reference
herein.
The
Series D Preferred Stock is listed on The Nasdaq Capital Market
under the symbol “YGYIP.” On December 17, 2019, the
last reported sale price of the Series D Preferred Stock on The
Nasdaq Capital Market was $23.25.
The
Series D Preferred Stock is listed on The Nasdaq Capital Market
under the symbol “YGYIP.” The Benchmark Company, LLC
acted as sole book-running manager of the Offering. Gracin &
Marlow, LLP, New York, New York, counsel to the Company, delivered
an opinion as to the legality of the issuance of the Shares in the
Offering, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 5.1 and is incorporated by reference
herein.