Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
As previously reported, on April 2, May 14, 2020, and August 12, 2020,
Youngevity International, Inc. (the "Company") received notification letters
from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock
Market LLC ("Nasdaq") stating that the Staff had determined that the Company did
not comply with Nasdaq's filing requirement, as set forth in Nasdaq Listing Rule
5250(c)(1) (the "Rule") because it had not filed its Form 10-K for the year
ended December 31, 2019 (the "2019 10-K") and Form 10-Q for the period ended
March 31, 2020 (the "March 31 10-Q"), and the Form 10-Q for the period ended
June 30, 2020 (the "June 30 10-Q")(collectively, the "Delinquent Reports"),
respectively. Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely
file all required public financial reports with the Securities and Exchange
On August 11, 2020, the Company received a notification letter from the Staff
indicating that it had determined to grant an exception (the "Exception") to
enable the Company to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the
The terms of the Exception were as follows: on or before September 28, 2020, the
Company was required to file the Delinquent Reports, as required by the Rule.
On September 29, 2020, the Company received a Staff Determination Letter (the
"September Notification") stating that the Staff had determined that the Company
did not timely file the Delinquent Reports. The September Notification also
provided that the Company would be subject to suspension unless the Company
timely requested a hearing before a Nasdaq Hearings Panel (the "Panel").
Accordingly, the Company intends to timely request a hearing before the Panel.
Under Nasdaq's rules, this will result in an automatic stay of any suspension or
delisting action through October 21, 2020. In connection with the hearing
request, the Company will also be requesting the stay be extended until the
Panel issues its decision following the hearing and through the expiration of
any additional extension period granted by the Panel. The Company's securities
will continue to trade on Nasdaq under the symbols YGYI and YGYIP while the stay
remains in place. However, there can be no assurance that the Panel will grant
the Company's request for continued listing on The Nasdaq Capital Market, or
that the Company will ultimately regain compliance.
Additionally, on September 29, 2020, the Company received a notification (the
"Notification") from the Staff stating that the Company has fallen below the
$1.00 minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2) ("Rule
5550(a)(2)") based on the closing bid price of the Company's common stock for
the previous 30 consecutive trading days. The Company has a compliance period of
180 calendar days in which to regain compliance prior to any further action
being taken by Nasdaq. If at any time during this 180-day period the closing bid
price of the Company's common stock is at least $1.00 for a minimum of 10
consecutive business days, the Company may be deemed to have regained compliance
with Rule 5550(a)(2).
The Company intends to regain compliance with the minimum bid price requirement
of Rule 5550(a)(2) within the 180-day compliance period, though there can be no
assurance that it will be able to do so.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press Release issued by Youngevity International, Inc.,
dated October 2, 2020
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