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HANK GRACIN†† |
PARTNER
LESLIE MARLOW†
|
PARTNER
PATRICK EGAN†
|
PARTNER
†Admitted
in New York only
†† Admitted in New York, Florida
&
Colorado
|
GRACIN &
MARLOW, LLP
COUNSELLORS AT LAW
THE CHRYSLER BUILDING
26th
FLOOR
405
LEXINGTON AVENUE
NEW
YORK, NEW YORK 10174
(212)
907-6457
FAX
(212) 208-4657
www.gracinmarlow.com
|
IN
BOCA RATON
1825
NW CORPORATE BLVD.
SUITE
110
BOCA
RATON, FLORIDA 33431
(561)
237-0804
FAX
(561) 237-0803
WRITER E-MAIL:
lmarlow@gracinmarlow.com
|
November 28,
2018
VIA EDGAR
Securities
and Exchange Commission
Division
of Corporate Finance
100 F
Street, NE
Washington,
D.C. 20549
Attention:
Jennifer Lopez
Staff
Attorney
Re:
Youngevity International, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed November 13, 2018
File No.
333-227866
Dear
Ms. Lopez:
Thank
you for your November 20, 2018 letter regarding Youngevity
International, Inc. (“YGYI”). In order to assist you in
your review of YGYI’s Amendment No. 1 to Form S-3, on behalf
of YGYI, we hereby submit a letter responding to the comments and
Amendment No. 2 to Form S-3. For your convenience, we have set
forth below the staff’s numbered comments in their entirety
followed by our responses thereto.
Amendment No. 1 to Registration Statement on Form S-3
General
1.
We note your
response to comment 3 that your true-up shares are substantially
the same as earn out shares, which are eligible for resale on Form
S-3 per Question 116.05 of our Securities Act Forms Compliance and
Disclosure Interpretations. Please note that the accommodation in
Question 116.05 is limited to earn out provisions in business
combination transactions. Please remove the true-up shares as they
may not be registered at this time or provide us with your analysis
showing how you determined that there was a completed private
placement under Section 4(a)(2) of Securities Act 1933. Refer to
Question 116.19 of our Securities Act Forms Compliance and
Disclosure Interpretations for guidance.
Response: Please note that we have removed the true-up shares from
the registration statement on Form S-3.
* *
*
If you
have any questions or need additional information, please contact
the undersigned at (516) 496-2223 or (212) 907-6457.
Sincerely,
/s/ Leslie Marlow
Leslie
Marlow