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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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YOUNGEVITY INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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90-0890517
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2400 Boswell Road, Chula Vista, CA 91914
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(Address of principal executive offices) (Zip Code)
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Securities to be registered to Section 12(b) of the
Act:
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Title
of each class to be so registered:
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Name
of each exchange on which each class is to be
registered:
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9.75% Series D Cumulative Redeemable Perpetual
Preferred Stock, par value $0.001 per share
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The NASDAQ Stock Market LLC
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If this
form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c) or (e), check the following box.
☒
If this
form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d) or (e), check the following box.
☐
If this
form relates to the registration of a class of securities
concurrently with Regulation A offering, check the following box.
☐
Securities
Act registration statement or Regulation A offering statement file
number to which this form relates: 333-225053
Securities
to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be
Registered.
The description of the 9.75% Series D Cumulative
Redeemable Perpetual Preferred Stock, par value $0.001 per share
(the “Series D Preferred Stock”), of Youngevity
International, Inc. (the “Registrant”), as included under the
heading “Description of
the Series D Preferred Stock” in the
Registrant’s prospectus, dated September 5, 2019, forming a
part of the shelf Registration Statement on Form S-3 originally
filed with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of
1933, as amended, on May 18, 2018
(Registration No. 333-225053), including exhibits, and as
subsequently amended from time to time (the “Registration
Statement”), which Registration Statement was declared
effective by the Commission on May 29, 2018, is hereby incorporated
by reference.
The
Registrant’s Series D Preferred Stock to be registered
hereunder has been approved for listing on The NASDAQ Capital
Market under the symbol “YGYIP”, subject to official
notice of issuance.
Item 2. Exhibits.
The
documents listed below are filed as exhibits to this registration
statement:
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Exhibit No.
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Description of Document
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Certificate of Incorporation dated July 15, 2011 (Incorporated by
reference to the Registrant’s Form 10-12G (File No.
001-38116) filed with the Securities and Exchange
Commission on February 12, 2013)
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Bylaws (Incorporated by reference to the Registrant’s Form
10-12G (File No. 001-38116) filed with the Securities
and Exchange Commission on February 12, 2013)
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Certificate of Amendment to the Certificate of Incorporation dated
June 5, 2017 (Incorporated by reference to the Registrant’s
Form 8-K (File No. 001-38116) filed with the Securities and
Exchange Commission on June 7, 2017)
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Form of Certificate of Designations, Rights and Preferences of
9.75% Series D Cumulative Redeemable Perpetual Preferred
Stock
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* Filed
herewith
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SIGNATURE
Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934,
the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly
authorized.
Dated:
September 17, 2019
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YOUNGEVITY
INTERNATIONAL, INC.
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By:
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/s/ David
Briskie
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David
Briskie, President and Chief Financial Officer
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