8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  June 26, 2018

YOUNGEVITY INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-54900	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))

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 June 26, 2018, Youngevity International, Inc. (the “Company”) issued a press release announcing that its Board of Directors declared an annual cash dividend of $0.48 per share on its Series B Convertible Preferred Stock to be paidquarterly. The Company intends to pay the cash dividend on July 2, 2018 in a quarterly payment of $0.12 to holders of record as of the close of business on June 27, 2018, on October 2, 2018 in a quarterly payment of $0.12 to holders of record as of the close of business on September 26, 2018, on January 2, 2019 in a quarterly payment of $0.12 to holders of record as of the close of business on December 26, 2018 and on April 2, 2019 in a quarterly payment of $0.12 to holders of record as of the close of business on March 27, 2019. If the aggregate amount of dividends payable to a holder is less than $10.00, the Company may, at its option, not make a payment until the aggregate number of dividends payable is not less than $10.00.

The press release is attached as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

99.1 Youngevity International, Inc. Press Release dated June 26, 2018

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, thereunto duly authorized.

	YOUNGEVITY INTERNATIONAL, INC.
Date: June 26, 2018	By:	/s/ David Briskie
		David Briskie
		President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Youngevity International, Inc. Press Release dated June 26, 2018

EX-99.1

  Exhibit 99.1

YOUNGEVITY ANNOUNCES PREFERRED STOCK DIVIDEND

SAN DIEGO, June 26, 2018 /PRNewswire/ --Youngevity International, Inc. (NASDAQ: YGYI), a leading omni-direct lifestyle company, announced today that in accordance with the terms of Youngevity’s Series B Convertible Preferred Stock (“Series B Preferred Stock”), the board of directors declared an annual dividend of $0.48 per share on the company’s Series B Preferred Stock, payable quarterly. The Series B Preferred Stock cash dividend is intended to be paid on July 2, 2018 in a quarterly payment of $0.12 to holders of record of the Series B Preferred Stock as of the close of business on June 27, 2018, on October 2, 2018 in a quarterly payment of $0.12 to holders of record as of the close of business on September 26, 2018, on January 2, 2019 in a quarterly payment of $0.12 to holders of record as of the close of business on December 26, 2018, and on April 2, 2019 in a quarterly payment of $0.12 to holders of record as of the close of business on March 27, 2019. If the aggregate amount of dividends payable to a holder is less than $10.00, the Company may, at its option, not make a payment until the aggregate number of dividends payable is not less than $10.00.

About Youngevity International, Inc.

Youngevity International, Inc. ( NASDAQ : YGYI ), is a leading omni-direct lifestyle company -- offering a hybrid of the direct selling business model, that also offers e-commerce and the power of social selling. Assembling a virtual Main Street of products and services under one corporate entity, Youngevity 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. The Company was formed in the course of the summer 2011 merger of Youngevity Essential Life Sciences with Javalution® Coffee Company (now part of the company's food and beverage division). The resulting company became Youngevity International, Inc. in July 2013. For investor information, please visit YGYI.com. Be sure to like us on Facebook and follow us on Twitter.

Safe Harbor Statement

This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 on our current expectations and projections about future events. In some cases forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," "encouraged" and similar expressions. The forward-looking statements contained in this press release include statements regarding the intended payment dates of the cash dividend declared on the Series B Preferred Stock. 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. Important factors that could cause actual results to differ materially from current expectations include, among others, the ability to pay the cash dividend on the dates indicated and the other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2017 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 based on new information, future events, or otherwise, except as required by law.

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