Filing Details
- Accession Number:
- 0001654954-20-002525
- Form Type:
- 13D Filing
- Publication Date:
- 2020-03-12 07:34:43
- Filed By:
- Grover Carl W
- Company:
- Youngevity International Inc. (NASDAQ:YGYI)
- Filing Date:
- 2020-03-12
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Carl Grover | 3,293,643 | 0 | 3,293,643 | 0 | 3,293,643 | 9.99% |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No.
5)*
YOUNGEVITY
INTERNATIONAL, INC.
(Name of Issuer)
Common
Stock, $0.001 par value
(Title of Class of Securities)
987537206
(CUSIP Number)
Carl
Grover
1010
S. Ocean Blvd. #107
Pompano
Beach, FL 33062
(310)
915-9700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July
31, 2019
(Date of Event which Requires Filing of this
Statement)
If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
☐
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
| * | The remainder of
this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover
page. |
The information
required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
| CUSIP
No. 987537206 | 13D | Page 2 of 5
Pages |
| (1) | NAMES OF REPORTING
PERSONS Carl
Grover | |||||
| (2) | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) ☐ (b)
☐ | |||||
| (3) | SEC USE
ONLY | |||||
| (4) | SOURCE OF FUNDS
(see instructions) PF | |||||
| (5) | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐ | |||||
| (6) | CITIZENSHIP OR
PLACE OF ORGANIZATION US | |||||
| NUMBER
OF SHARES | | (7) | | SOLE VOTING
POWER 3,293,643
(1) | ||
|
BENEFICIALLY OWNED
BY | | (8) | |
SHARED VOTING POWER
0 | ||
| EACH REPORTING
| | (9) | | SOLE
DISPOSITIVE POWER
3,293,643
(1) | ||
|
PERSON WITH | | (10) | |
SHARED DISPOSITIVE POWER
0 | ||
| (11) | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,293,643
(1) | |||||
| (12) | CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ☐ | |||||
| (13) | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 9.99% | |||||
| (14) | TYPE OF REPORTING
PERSON (see instructions) IN | |||||
(1)
Excludes 1,942,240
shares of common stock underlying the Warrants (as hereinafter
defined) that are not exercisable due to the Beneficial Ownership
Limitations (as hereinafter defined) which provides that the
Warrants may not be exercised if, after such exercise, the
Reporting Person would beneficially own more than 9.99% of the
Issuer’s common stock.
| CUSIP
No. 987537206 | 13D | Page 3 of 5
Pages |
Item 1. Security and Issuer.
This
Amendment No. 5 to Schedule 13D (the
“Amendment No. 5”) relates to the shares of common
stock, par value $0.001 per share (the “Common Stock”),
of Youngevity International, Inc., a Delaware corporation (the
“Issuer”) and amends the Schedule 13D, dated April 24,
2015 (the “Original 13D”), subsequently amended by
Amendment No. 1 to the Original 13D, dated November 23, 2015
(“Amendment No. 1”), Amendment No. 2 to the Original
13D, dated March 7, 2017 (“Amendment No. 2”), Amendment
No. 3 to the Original 13D, dated October 2, 2018 (Amendment
No. 3”), and Amendment No. 4 to the Original 13D, dated
December 5, 2018 (“Amendment No. 4”), filed by the
reporting person, Carl Grover. Capitalized terms used in this
Amendment No. 5 but not defined herein shall have the respective
meanings ascribed to them in the Original 13D, Amendment No. 1,
Amendment No. 2, Amendment No. 3 or Amendment No. 4, as the case
may be.
The
principal executive offices of the Issuer are located at 2400
Boswell Road, Chula Vista, California 91914.
Item 2. Identity and Background.
Item 2
is hereby amended and supplemented as follows:
| (a) | This
Amendment No. 5 to Schedule 13D is being made by Carl
Grover. |
| (b) | The
principal business address for the Mr. Grover is 1010 S. Ocean
Blvd. #1017, Pompano Beach, FL 33062. |
| (c) | Mr.
Grover is a private investor. |
| (d) | Mr.
Grover has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). |
| (e) | Mr.
Grover has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject or, federal or
state securities laws or finding any violation with respect to such
laws. |
| (f) | Mr.
Grover is a citizen of the United States of America. |
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3
is hereby amended and supplemented as follows:
No
funds were used by Mr. Grover to acquire the securities described
in Item 4 below.
Item 4. Purpose of the Transaction.
Item 4
is hereby amended and supplemented as follows:
On July
31, 2019, Mr. Grover acquired 600,242 shares of Common Stock of the
Issuer, upon the partial exercise of $4.60 per share of a
July 31, 2014 warrant (the “Series A Warrant”) to
purchase 782,608 shares of Common Stock held by Mr. Grover. In
connection with the exercise of the Series A Warrant, pursuant to a
Letter Agreement dated July 29, 2019 (the “Letter
Agreement”), the Issuer issued to Mr. Grover 50,000
shares of Common Stock as an inducement fee and agreed to extend
the expiration date of the Series A Warrant held by Mr. Grover
to December 15, 2020, and the exercise price of the warrant was
adjusted to $4.75 with respect to 182,366 shares of Common Stock
remaining for exercise thereunder.
The foregoing description of the terms of the Series A Warrant and
Letter Agreement are qualified in their entirety by reference to
the full text of the provisions of such agreements, copies of which
were included as Exhibit 13 and Exhibit 14 to this Amendment No. 5,
respectively, and are incorporated by reference
herein.
| CUSIP
No. 987537206 | 13D | Page 4 of 5
Pages |
Item 5. Interest in Securities of the Issuer.
Item 5
is hereby amended and restated in its entirety as
follows:
| | | |
| (a) | As of
the close of business on February 28, 2020 the Reporting Person
holds (i)2,986,908 shares of the Issuer’s outstanding Common
Stock, and (ii) common stock purchase warrants to purchase an
aggregate of 2,248,975 shares of the Issuer’s Common Stock
(the “Warrants”), including (1) a Series C warrant to
purchase 200,000 shares of Common Stock at an exercise price of
$9.00 per share, (2) July 2017 warrants to purchase 735,030 shares
of Common Stock at an exercise price of $5.56 per share, (3)
December 2018 note warrants to purchase 250,000 shares of Common
Stock at an exercise price of $6.82 per share, (4) December 2018
note warrants to purchase 250,000 shares of Common Stock at an
exercise price of $7.82 per share, (5) the Exchange Warrant to
purchase 631,579 shares of Common Stock at an exercise price of
$4.75 per share, and (6) the Series A Warrant to purchase 182,366
shares of Common Stock at an exercise price of $4.75 per share. The
aggregate number and percentage of shares of Common Stock reported
herein are based upon 30,270,422 shares of Common Stock outstanding
as of November 15, 2019. Notwithstanding the provisions of the
Warrants, each Warrant is not exercisable into shares of Common
Stock to the extent that the issuance of Common Stock upon the
exercise, after taking into account the Common Stock then owned by
the Mr. Grover, would result in the beneficial ownership by Mr.
Grover of more than 9.99% of the outstanding Common Stock of the
Company (the “Beneficial Ownership Limitation”). For
purposes of this paragraph, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended. | |
| | | |
| (b) | Mr.
Glover has the sole power to vote or direct the vote of and to
dispose or direct the disposition of the shares of Common Stock
reported as beneficially owned by him herein. | |
| (c) | See
Item 4 hereto, which is incorporated by reference
herein. |
| (d) | Not
applicable. |
| (e) | Not
applicable. |
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
Item 6
is hereby amended and supplemented by adding the
following:
See the
responses to Item 4 and Item 5, which are incorporated by reference
herein.
Item 7. Material to be filed as
Exhibits.
Item 7
is hereby amended and supplemented by adding the
following:
| Exhibit
13: | Form of
Series A Warrant (incorporated by reference to Exhibit 4.3 of the
Issuer’s Current Report on Form 8-K (File No. 000-54900)
filed with the Securities and Exchange Commission on August 5,
2018). |
| | |
| Letter
Agreement with Carl Grover dated July 29, 2019 (incorporated by
reference to Exhibit 10.1 to the Issuer’s Current Report on
Form 8-K (File No. 000-549000) filed with the Securities and
Exchange Commission on August 5, 2019). |
| CUSIP
No. 987537206 | 13D | Page 5 of 5
Pages |
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: March 5,
2020
| | /s/ Carl
Grover |
| | Carl
Grover |