Filing Details
- Accession Number:
- 0001654954-18-013523
- Form Type:
- 13D Filing
- Publication Date:
- 2018-12-04 07:24:12
- Filed By:
- Grover Carl W
- Company:
- Youngevity International Inc. (NASDAQ:YGYI)
- Filing Date:
- 2018-12-04
- 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 | 2,281,336 | 0 | 2,281,336 | 0 | 2,281,336 | 9.99% |
Filing
| | | |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment
No. 3)*
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)
October 2, 2018
(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 6 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 2,281,336 | ||
|
BENEFICIALLY OWNED
BY | | (8) | |
SHARED VOTING POWER
0 | ||
| EACH REPORTING
| | (9) | |
SOLE DISPOSITIVE POWER 2,281,336 | ||
|
PERSON WITH | |
(10) | |
SHARED DISPOSITIVE POWER
0 | ||
| (11) | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,281,336 | |||||
| (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 | |||||
| CUSIP
No. 987537206 | 13D | Page 3 of 6
Pages |
Item 1. Security and Issuer.
This
Amendment No. 3 to Schedule 13D (the
“Amendment No. 3”) 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”) and Amendment No. 2 to the Original
13D, dated March 7, 2017 (“Amendment No. 2”), filed by
the reporting person, Carl Grover. Capitalized terms used in this
Amendment No. 3 but not defined herein shall have the respective
meanings ascribed to them in the Original 13D, Amendment No. 1 or
Amendment No. 2, 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. 3 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:
Between
October 2, 2018 and October 16, 2018 Mr. Grover sold an aggregate
of 210,168 shares of the Issuer’s Common Stock at an average
sale price of $11.8024 per share. The shares were sold in multiple
transactions at prices ranging from $7.30 to $16.57 per share
inclusive. Mr. Grover undertakes to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and
Exchange Commission, upon request, full information regarding the
number of shares of common stock sold at each separate price within
the ranges set forth in this Item 4.
On
October 19, 2018, Mr.
Grover exercised his right to convert all amounts owed under an 8%
Series C Secured Convertible Promissory Note held by him in the
principal amount of $3,000,000 which matured on October 12, 2018,
into 428,571 shares of Common Stock (at a conversion rate of $7.00
per share), in accordance with its stated terms.
On
October 23, 2018, Mr. Grover entered into an agreement (the
“Exchange Agreement”) with the Issuer to exchange,
subject to stockholder approval, all amounts owed under an 8%
Secured Convertible Promissory Note held by him in the principal
amount of $4,000,000 which matures on July 30, 2019, for 747,664
shares of Common Stock, at a conversion price of $5.35 per share
and a four-year warrant to purchase 631,579 shares of Common Stock
at an exercise price of $4.75 per share (the “Exchange
Warrant”). The number of shares beneficially owned by Mr.
Grover excludes these shares and the shares underlying the Exchange
Warrant, as the issuance of such securities is subject to
stockholder approval.
The
foregoing description of the terms of the Exchange Agreement and
Exchange Warrant are qualified in their entirety by reference to
the full text of the provisions of such agreements, copies of which
are included as Exhibit 10 and Exhibit 11, respectively, to this
Amendment No. 3 and are incorporated by reference
herein.
| CUSIP
No. 987537206 | 13D | Page 4
of 6 Pages |
Item 5. Interest in Securities of the Issuer.
Item 5
is hereby amended and restated in its entirety as
follows:
| | | |
| (a) | The
aggregate number and percentage of shares of the Common Stock to
which this Schedule 13D relates is shares of Common Stock,
constituting approximately 9.99% of the Issuer’s outstanding
Common Stock. The shares consist of (1) a Series C warrant to
purchase 200,000 shares of Common Stock at an exercise price of
$9.00 per share, (2) a Series C warrant to purchase 266,667 shares
of common stock at an exercise price of $9.00 per share, (3) 47,394
outstanding shares of Common Shares, (4) 571,429 shares of common
stock issuable upon the conversion of a promissory note issued in
July 2014 in the principal amount of $4,000,000, convertible at
$7.00 per share, (5) a Series A Warrant to purchase 782,609 shares
of common stock at an exercise price of $4.60 per share, and (6)
428,571 shares of Common Stock issued on October 19, 2018 as
described in Item 4 hereof. The aggregate number and percentage of
shares of Common Stock reported herein are based upon the
22,836,193 shares of Common Stock outstanding as of November 13,
2018. Notwithstanding the provisions of the Series C Warrants and
the Series A Warrants, in no event shall the Series C Warrants or
the Series A Warrants be 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
number of shares beneficially owned by Mr. Grover excludes an
aggregate of 1,379,243 shares which are issuable upon stockholder
approval pursuant to the transaction described in Item 4 hereof.
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 and Annex A hereto, both of which are 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:
| Exchange
Agreement, dated October 23, 2018, between Youngevity
International, Inc. and Carl Grover (incorporated by reference to
Exhibit 10.1 of the Issuer’s Current Report on Form 8-K (File
No. 000-54900) filed with the Securities and Exchange Commission on
October 29, 2018) | |
| | |
| Form of
Warrant Agreement between
Youngevity International, Inc. and Carl Grover (incorporated by
reference to Exhibit 4.1 of the Issuer’s Current Report on
Form 8-K (File No. 000-54900) filed with the Securities and
Exchange Commission on October 29, 2018) | |
| | |
| Form of
8% Series C Secured Convertible
Promissory Note (incorporated by reference to Exhibit 4.2 of the
Issuer’s Current Report on Form 8-K (File No. 000-54900)
filed with the Securities and Exchange Commission on October 16,
2015) | |
| | |
| Certain
Transactions by the Reporting Person |
| CUSIP
No. 987537206 | 13D | Page
5 of 6
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:
December 3, 2018
| | /s/
Carl Grover |
| | Carl
Grover |
| CUSIP
No. 987537206 | 13D | Page
6 of 6
Pages |
Annex A
Transactions by the Reporting Person During the Past Sixty
Days
| 10/2/2018
through 10/16/18 | | Disposed
of an aggregate of 210,168 shares of Common Stock at an average
sale price of $11.8024 per share | | $ | 2,648,764 | |
| 10/19/2018 | | Acquired
428,571 shares of Common Stock upon conversion of a $3,000,000
Promissory Note | | $ |
* | |
| | * | As
disclosed in this Amendment No. 3, on October 19, 2018, Mr. Grover
exercised his right to convert all amounts owed under an 8% Series
C Secured Promissory Note held by him in the principal amount of
$3,000,000 maturing on October 12, 2018, into 428,571 shares of
Common Stock (at a conversion rate of $7.00 per share), in
accordance with its stated terms. In
addition, as disclosed in this Amendment No. 3, on October 23,
2018, Mr. Grover entered into an agreement with the Issuer to
exchange all amounts owed under a $4,000,000 8% Secured Convertible
Promissory Note for 747,664 shares of Common Stock (at a conversion
price of $5.35 per share) and a four-year warrant to purchase
631,579 shares of Common Stock at an exercise price of $4.75 per
share. The closing of the exchange is subject to stockholder
approval. |