Filing Details
- Accession Number:
- 0001654954-17-001748
- Form Type:
- 13D Filing
- Publication Date:
- 2017-03-07 16:46:58
- Filed By:
- Grover Carl W
- Company:
- Youngevity International Inc. (NASDAQ:YGYI)
- Filing Date:
- 2017-03-07
- 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 | 39,230,336 | 0 | 39,230,336 | 0 | 39,230,336 | 9.99% |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
DC 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No.
1)
Youngevity International,
Inc.
(Name of
Issuer)
Common Stock
(Title of
Class of Securities)
987537107
(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)
June 30, 2016
(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).
| (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 39,230,336
shares |
| BENEFICIALLY OWNED
BY | | (8) | |
SHARED
VOTING POWER 0
shares |
| EACH REPORTING
| | (9) | | SOLE
DISPOSITIVE POWER 39,230,336
shares |
| PERSON WITH | | (10) | |
SHARED
DISPOSITIVE POWER 0
shares |
| (11) | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,230,336
shares | |||
| (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 | |||
ITEM
1. SECURITY AND ISSUER.
This Amendment No.
1 (amendment No. 1) to Schedule 13D relates to shares of common
stock, $0.001 par value per share (the "Common Stock"), of
Youngevity International, Inc., a Delaware corporation (the
“Issuer" or “the Company”). The address of its
principal office is 2400 Boswell Road, Chula Vista, CA
91914.
This Amendment No 1
is filed by the Reporting Person to reflect the issuance by the
Company and the purchase by the Reporting person of additional
securities of the Company convertible into shares of Common
Stock.
ITEM
2. IDENTITY AND BACKGROUND.
| (a) | The name of the
person filing this Statement (the “Reporting Person”) is Carl Grover
("Grover"). |
| (b) | The principal
business address for the Reporting Person is 1010 S. Ocean Blvd.
#1017, Pompano Beach, FL 33062. |
| (c) | Grover is a private
investor. |
| (d) | Grover has not,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors.) |
| (e) | 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) | Citizenship of
Grover: United States. |
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 13,
2015, the Company entered into a Note Purchase Agreement (the
October 13 Note Purchase Agreement”) with two accredited
investors pursuant to which the Company raised gross proceeds of
$3,150,000 and sold units consisting of three (3) year
senior secured convertible notes in the aggregate principal amount
of $3,150,000 (the “Notes”), convertible into
9,000,000 shares of Common Stock, at a conversion price of $0.35
per share, subject to adjustment as provided therein; and Warrants
exercisable to purchase 4,200,000 shares of Common Stock (the
“Warrant(s)”). The
sale was part of a private placement offering (the
“Offering”) in which the Company offered for
sale as units a maximum of: (a) $10,000,000 principal
amount of Notes convertible at the initial conversion price of
$0.35 into 28,571,428 shares of its Common Stock and (b)
13,333,333 Warrants.
Pursuant to the
October 13 Note Purchase Agreement, the Reporting Person purchased
a note for 120 units ($3,000,000) and was issued one note in the
principal amount of $3,000,000, convertible into 8,571,429 shares
of common stock, and Series C Warrants exercisable to purchase
4,000,000 shares of Common Stock from the Company at a price per
share of $0.45. The October 13 Note
Purchase Agreement was previously disclosed by the Company on its
Current Report on Form 8-K, filed with the SEC on October 16,
2015.
On October 26,
2015, the Company entered into a Note Purchase Agreement with
the Reporting Person pursuant to which the Company raised gross
proceeds of $4,000,000 and sold units consisting of
three (3) year senior secured convertible notes in the aggregate
principal amount of $4,000,000, convertible into 11,428,571 shares
of Common Stock, at a conversion price of $0.45 per share, subject
to adjustment as provided therein; and Warrants exercisable to
purchase 5,333,333 shares of Common Stock (the “Warrant(s)”). The
sale was part of the Offering. The notes issued on October 13, 2015 and the note
issued on October 26, 2015 being hereinafter collectively referred
to as the “October Notes”.
The
October 26 Purchase Agreement was previously disclosed by the
Company on its Current Report on Form 8-K, filed with the SEC on
November 3, 2015.
ITEM
4. PURPOSE OF THE TRANSACTION.
The
Reporting Person received the securities as part of the Offering
with the Company. The Reporting Person at any time and from time to
time may acquire additional securities or dispose of any or all of
his shares depending upon an ongoing evaluation of the investment
in the Company’s stock, prevailing market conditions, other
investment opportunities, liquidity requirements of the Reporting
Person, and/or other investment considerations.
Except
as described above, the Reporting Person does not have a definitive
plan, arrangement or understanding to seek to cause the Issuer to
be merged, reorganized or liquidated, to sell or transfer any
assets of the Issuer, to cause the Issuer to change its current
board of directors or management, to cause any material change to
its capitalization, dividend policy, business, corporate structure,
charter or bylaws, to cause the common stock to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act, or to take any action similar to the
above.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER.
| (a) | The aggregate
number and percentage of shares of the Common Stock to which this
Schedule 13D relates is 39,230,336 shares of Common Stock,
constituting approximately 9.99% of the Issuer’s outstanding
Common Stock. The shares consist of (1) 8,571,429 shares
of Common Stock issuable upon the conversion of promissory note
issued on October 13, 2015 in the principle amount of $3,000,000,
convertible at $0.35 per share, (2) a Series C warrant to purchase
4,000,000 shares of Common Stock at an exercise price of $0.45 per
share, (3) 11,428,571 shares of common stock issuable upon the
conversion of a promissory note issued on October 26, 2015 in the
principle amount of $4,000,000, convertible at $0.35 per share, (4)
a Series C warrant to purchase 5,333,333 shares of common stock at
an exercise price of $0.45 per share, (5) 1,500,000 common shares
issued as part of the January 2015 Note Purchase Agreement, (6)
11,428,571 shares of common stock issuable upon the conversion of a
promissory note issued in July 2014 in the principle amount of
$4,000,000, convertible at $0.35 per share (the “2014
Note”), (7) a Series A Warrant to purchase 15,652,174 shares
of common stock at an exercise price of $0.23 per share, (8)
3,651,240 shares of Common Stock held prior to the October 2015
Note Purchase Agreement. The aggregate number and percentage of
shares of Common Stock reported herein are based upon the
392,696,057 shares of Common Stock outstanding as of December 31,
2016. Notwithstanding the provisions of the Series C Warrants or
the October Notes, in no event shall the Series C Warrant be
exercisable or the October Notes be converted into shares of Common
Stock to the extent that the issuance of Common Stock upon the
exercise or conversion hereof, 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 Notwithstanding the provisions of the
Series A Warrant or the 2014 Note, in no event shall the Series A
Warrant be exercisable or the 2014 Note converted into shares of
Common Stock to the extent that the issuance of Common Stock upon
the exercise or conversion hereof, 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 (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) | The Reporting
Person has sole power to vote or direct the vote of and to dispose
or direct the disposition of the 39,230,336 shares of Common Stock
reported herein. |
| (c) | Aside from the sale
of 20,000 common shares on June 30, 2016, there have been no other
transactions in the shares of Common Stock affected the Reporting
Person during the past 60 days. |
| (d) | No person other
than the Reporting Person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the shares of the Issuer's Common Stock reported as being
beneficially owned (or which may be deemed to be beneficially
owned) by the Reporting Person. |
| (e) | Not
applicable. |
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except
as described above, there are no contracts, agreements,
understandings or relationships (legal or otherwise) between the
Reporting Person and any other person with respect to any
securities of the Issuer.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
| Dated: March 7,
2017 |
/s/ Carl Grover |
| | Carl
Grover |