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Youngevity International, Inc. Provides Business Update in Open Letter to Shareholders

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Youngevity International, Inc. (OTCMKTS: YGYI) (“YGYI” or the “Company”), a multi-channel lifestyle company operating in three distinct business segments, including a commercial coffee enterprise, a direct marketing enterprise, and a commercial hemp enterprise, today issued an open letter to shareholders.

Dear Shareholders,

First, the management team at YGYI would like to extend well wishes for a happy, healthy, and prosperous 2021.  We entered 2020 with a great deal of optimism and we were confident that we had the Company well positioned for a solid year.  Although COVID-19 has negatively impacted so many of us, our Company included, meeting our financial reporting requirements became a challenge we were unable to overcome in 2020.  On November 19, 2020, as you know, we issued a press release announcing the delisting of YGYI’s securities from The Nasdaq Stock Market LLC (“Nasdaq”).   The delisting was based upon our non-compliance with the filing requirements set forth in Nasdaq Listing Rule 5250 (c)(1) for failing to file our Form 10-K for the year end December 31, 2019, and Forms 10-Q for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020.  We understand and shared in the disappointment this announcement caused our team and our shareholders.   Our intention, as stated in the press release, continues to be our drive to get current in our financial reporting and relisting on Nasdaq or another national securities exchange.

As promised, we are issuing this shareholder communication letter to provide an update on our progress.  We greatly appreciate your patience and understanding as we are working through this important process.

Restatement & Listing Update

As previously announced YGYI has engaged MaloneBailey, LLP as our auditors and we have been diligently working to complete our 2019 and 2020 quarterly and annual financial statement filings.  The challenge we faced delivering our financial statements timely was due to a revenue recognition issue related to our green coffee distribution business with a related party.  This revenue recognition challenge was isolated to our operations in Nicaragua.

We are proceeding as expeditiously, and thoroughly, as possible with our new auditors to complete any restatements that may be required and remain focused on becoming current on our financial reporting.  Our goal is to complete this process as quickly as possible, filing our 2019 financial reporting on or before March 15, 2021.We anticipate completing our 2020 quarterly and annual reports by May 15, 2021. The Company and its auditors have set a goal and anticipate being on a current reporting cadence by July 15, 2021.

The Company’s common stock is expected to trade on the OTC Pink Market until such time that the Company may apply for relisting to a national securities exchange.  To that end, we intend to ramp up its efforts to strengthen its internal controls and financial reporting to expedite the relisting process.

Business Update

YGYI continues to operate in three distinct business segments: Direct Selling (“DSS”), Commercial Coffee (“CC”) and Commercial Hemp Segment (“CHS”).  On March 12, 2020, we announced plans to consider the divestiture of its Direct Selling Segment, however, at this time, we remain committed to leveraging the full capabilities of all three business segments to maximize revenue growth and profits.  We may explore divestiture discussions after we become current with our financial reporting, have addressed any material weaknesses in its financial reporting, and fully evaluated our opportunities to move back to a national exchange.

All of our segments have been employing cost-cutting measures, including staff reductions, limits on travel, reducing fixed overhead, and eliminating unnecessary expenses.  Although staff has been reduced across the enterprise, the remaining team members are picking up the slack by doing whatever it takes to make the business run as efficiently as possible, and we are fully operational.

The Direct Selling Segment, due to COVID-19 restrictions, was forced to eliminate many marketing initiatives including annual conventions, incentive trips and quarterly road shows.  However, the business has been implementing virtual events wherever possible to keep the field engaged and active.  DSS added exciting new products in 2020 including a host of products that have been keenly focused on current consumer interests and demands including, Beyond Tangy Tangerine 2.5 (BTT 2.5), Beyond Immune FX, Collagen Peptides Joint Support, and Ultimate Zinc and Ultimate Iodine Tinctures.   Additionally, the Company has drastically improved both the functionality of its Youngevity.com and hempfx.com web sites, which is making the buying process easier for our distributors and customers.  DSS will continue to enhance and streamline its product offering wherever possible.

The Commercial Coffee (“CC”) Segment has faced a challenging year in 2020 predominantly due to COVID -19 and its impact on the cruise line industry, as well as the delays it caused in getting its new mill operations up and running for the 2021 season.  Significant reduction in revenue from our cruise line customers, which represented approximately 16% of CC’s 2019 gross revenues, has negatively impacted the Company.  Fortunately, CC has seen a pickup in its private label and branded business with more consumers drinking coffee at home due to the pandemic.  This helped to partially offset some of the negative impact from the cruise line industry.

The CC Segment, as documented in its public filings, faced revenue recognition challenges for its green coffee distribution business in 2019 due to related party transactions and the materiality of same.  This impacted the timely financial filings of the of the Company’s financial statements.  This challenge had a negative spillover effect into 2020.

Moving into 2021 the CC segment has contracts for $35 million of gross revenue for green coffee distribution to ship throughout the year and we are optimistic that the cruise line business will begin sailing again the summer of 2021.

The Commercial Hemp Segment has faced a number of challenges and beginning in the 3rd quarter of 2020 began a process to change over its management team.  This changeover was completed by the end of 2020 and the Company believes it has strong leadership in the right positions to drive future growth.  CHS added a new Division President that has over 30 years of experience running one of the premier manufacturing companies in supplements and hemp-based product and has senior executives in place focused on sales as well as R&D and formulation.

The CHS segment obtained its cGMP certification at the end of 2020.  The segment has shifted toward finished goods manufacturing and now manufactures a number of finished products for white label and private label including Soft Gels, Tinctures, Gummies, Creams, and Ointments featuring hemp derived ingredients.

CHS, with the expertise of its new division President, is in the process of examining whether its cGMP certified facility can be leveraged to produce products that are currently manufactured by third parties for our DSS segment.

Enhancing the Board and Senior Leadership

We have substantially strengthened the YGYI management team and Board, improved controls and coordination within the Company, and enhanced our governance. Since mid-2020, we have made the following updates to our leadership team:

  • Bill Thompson was appointed CFO of the Company with a 100% focus in this area.

  • Dave Briskie retained the position of President and Board Member and has added the role of Chief Investment Officer relinquishing his part time role of CFO to Bill Thompson.

  • The Board has added Dan Dorsey who also is on the audit committee.  Dan Dorsey replaced the board seat vacated when Bill Thompson became the CFO of the Company.

  • The Company has added a new division President to the Commercial Hemp/Supplement Manufacturing Segment as well as a Director of R&D.

Moving Forward

In summary, despite the disappointing challenges that we faced at the end of 2020, we have continued to move our business forward, expanding our management team capabilities, and building a more efficient enterprise while implementing additional governance best practices, oversight, and control measures.

We will continue working towards completing the restatement and implementing measures to improve day-to-day operations, and work tirelessly to transform our Company in a manner that better leverages our core assets and capabilities and works toward delivering long-term value for shareholders.

We would like to thank you for your continued support of YGYI. Additionally, we would like to thank our employees, their families, and our customers for their faithfulness, incredible loyalty and support during what has been a challenging time for the Company and in consideration of the pandemic.  We pledge to do all that we can within our control to put the Company back on track with transparency and timely current filings of its financial information.

Stay safe and healthy.

Steve Wallach                                                     Dave Briskie

Bill Thompson

CEO, and Chairman of the Board                  President and CIO, Board Member

Chief Financial Officer

About Youngevity International, Inc.

Youngevity International, Inc. ( NASDAQ : YGYI ), is a multi-channel lifestyle company operating in 3 distinct business segments including a commercial coffee enterprise, a commercial hemp enterprise, and a multi-vertical omni direct selling enterprise.  The Company features a multi country selling network and has assembled a virtual Main Street of products and services under one corporate entity, YGYI offers products from the six top selling retail categories: health/nutrition, home/family, food/beverage (including coffee), spa/beauty, apparel/jewelry, as well as innovative services. For investor information, please visit YGYI.com. Be sure to like us on Facebook and follow us on Twitter.

Safe Harbor Statement

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions.  These forward-looking statements are based on management’s expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements, and include statements regarding  plans to become current in our financial reporting, strengthen our internal controls and financial reporting, and relist on Nasdaq or another national securities exchange. Important factors that could cause actual results to differ materially from current expectations include, among others, our ability to become current in our financial reporting, our ability to implement additional governance best practices oversight and control measures, our ability to relist on Nasdaq or another national securities exchange, our ability to continue our coffee segment and hemp segment growth, our ability to continue our international growth, our ability to leverage our platform and global infrastructure to drive organic growth, our ability to improve our profitability, expand our liquidity, and strengthen our balance sheet, the acceptance of the omni-direct approach by our customers, our ability to expand our distribution, our ability to continue our financial performance and the other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2018 and our subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

Contacts:

Youngevity International, Inc.
Dave Briskie
President and Chief Investment Officer
1 800 982 3189 X6500

Investor Relations
YGYI Investor Relations
investors@ygyi.com

SOURCE Youngevity International, Inc.

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B. Riley Financial Closes Upsized $65 Million Common Stock Offering Including Full Exercise of Underwriter Option

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B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”) today announced that it has closed an underwritten registered public offering of 1,413,045 shares of its common stock, which included 184,310 shares issued in connection with the underwriter’s option to purchase additional shares, at a price to the public of $46.00 per share (the “Offering”), for gross proceeds of approximately $65.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. Certain of the Company’s officers, directors and employees purchased an aggregate of 149,670 shares in the offering at the public offering price.

The offering resulted in net proceeds of approximately $61.4 million after deducting underwriting discounts and commissions, but before expenses. The Company expects to use the net proceeds of this offering for general corporate purposes, including funding future acquisitions and investments, making capital expenditures and funding working capital.

B. Riley Securities, Inc. acted as sole book-running manager for the offering.

The NBD Group acted as legal counsel to the Company. Duane Morris LLP acted as legal counsel to the underwriter.

The shares of common stock were offered under the Company’s shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (“SEC”) on February 24, 2020. The offering was made only by means of a prospectus supplement and accompanying base prospectus.

Copies of the prospectus supplement and the accompanying base prospectus may be obtained on the SEC’s website at www.sec.gov, or by contacting B. Riley Securities by telephone at (703) 312-9580, or by emailing prospectuses@brileyfin.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, sale or solicitation would not be permitted.

About B. Riley Financial, Inc. (NASDAQ: RILY)

B. Riley Financial, Inc. provides collaborative financial services solutions tailored to fit the capital raising, business, operational, and financial advisory needs of its clients and partners. B. Riley operates through several subsidiaries which offer a diverse range of complementary end-to-end capabilities spanning investment banking and institutional brokerage, private wealth and investment management, corporate advisory, restructuring, due diligence, forensic accounting, litigation support, appraisal and valuation, and auction and liquidation services. Certain registered affiliates of B. Riley originate and underwrite senior secured loans for asset-rich companies. B. Riley also makes proprietary investments in companies and assets with attractive return profiles.

Forward-Looking Statements

Statements in this press release that are not descriptions of historical facts are forward-looking statements that are based on management’s current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of the date of this press release. Such forward looking statements include, but are not limited to, statements regarding the terms and conditions and timing of the common stock offering and the intended use of proceeds. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ include (without limitation) the possibility that the common stock offering will not be consummated at the expected time, on the expected terms, or at all; and the Company’s financial performance; and those risks described from time to time in B. Riley’s periodic filings with the SEC, including, without limitation, the risks described in B. Riley’s Annual Report on Form 10-K for the year ended December 31, 2019 under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Additional information is also set forth in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020June 30, 2020 and September 30, 2020. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and B. Riley undertakes no duty to update this information.

Contacts

Investors

Media

Investor Relations

Jo Anne McCusker

ir@brileyfin.com  

jmccusker@brileyfin.com

(310) 966-1444

(646) 885-5425

SOURCE B. Riley Financial

Related Links

www.brileyfin.com

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SHAREHOLDER ALERT: WeissLaw LLP Reminds EXPC, CIIC, ATAC, and LGVW Shareholders About Its Ongoing Investigations

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If you own shares in any of the companies listed above and
would like to discuss our investigations or have any questions concerning
this notice or your rights or interests, please contact:

Joshua Rubin, Esq.
WeissLaw LLP
1500 Broadway, 16th Floor
New York, NY  10036
(212) 682-3025
(888) 593-4771
stockinfo@weisslawllp.com

Experience Investment Corp. (NASDAQ: EXPC)

WeissLaw LLP is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Experience Investment Corp. (NASDAQ: EXPC) in connection with the company’s proposed merger with privately-held Blade Urban Air Mobility, Inc. (“Blade”).  Under the terms of the merger agreement, EXPC will acquire Blade through a reverse merger that will result in Blade becoming a public company traded on the NASDAQ.  The estimated post-transaction equity value of the combined company is approximately $825 million.  If you own EXPC shares and wish to discuss this investigation or your rights, please call us at one of the numbers listed above or visit our website:  https://www.weisslawllp.com/EXPC/

CIIG Merger Corp. (NASDAQ: CIIC)

WeissLaw LLP is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of CIIG Merger Corp. (NASDAQ: CIIC) in connection with the company’s proposed merger with privately-held Arrival S.à r.l. (“Arrival”).  Under the terms of the merger agreement, CIIC will acquire Arrival through a reverse merger that will result in Arrival becoming a public company traded on the NASDAQ.  The estimated post-transaction equity value of the combined company is approximately $5.4 billion.  If you own CIIC shares and wish to discuss this investigation or your rights, please call us at one of the numbers listed above or visit our website:  https://www.weisslawllp.com/CIIG/ 

Altimar Acquisition Corp. (NYSE: ATAC)

WeissLaw LLP is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Altimar Acquisition Corp. (NYSE: ATACin connection with the company’s proposed merger with privately-held Owl Rock Capital Group (“Owl Rock”) and Dyal Capital Partners (“Dyal Capital”).  ATAC will combine with Owl Rock and Dyal Capital via a reverse merger to create a single publicly-traded company.  If you own ATAC shares and wish to discuss this investigation or your rights, please call us at one of the numbers listed above or visit our website:  https://www.weisslawllp.com/ATAC/

Longview Acquisition Corp. (NYSE: LGVW)

WeissLaw LLP is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Longview Acquisition Corp. (NYSE: LGVW) in connection with the company’s proposed merger with privately-held Butterfly Network, Inc. (“Butterfly Network”).  Under the terms of the merger agreement, LGVW will acquire Butterfly Network through a reverse merger that will result in Butterfly Network becoming a publicly-traded company.  If you own LGVW shares and wish to discuss this investigation or your rights, please call us at one of the numbers listed above or visit our website: https://www.weisslawllp.com/LGVW/

SOURCE WeissLaw LLP

Related Links

https://www.weisslawllp.com

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Enveric Biosciences Inc. Announces Closing of $10 Million Registered Direct Offering

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Enveric Biosciences, Inc. (NASDAQ: ENVB(“Enveric” or the “Company”), a patient-first biotechnology company developing novel cannabinoid medicines to improve quality of life for cancer patients, today announced the closing on January 14, 2021, of its $10 million registered direct offering consisting of the purchase and sale of 2,221,358 shares of Enveric’s common stock and common stock equivalents, at a purchase price of $4.5018 per share. Also, Enveric has issued to the investors unregistered warrants to acquire 1,666,019 shares of Common Stock at $4.9519 per share, exercisable immediately and terminating five years after the date of issuance.

The net proceeds to Enveric from the offering after deducting financial advisory fees and other costs and expenses were approximately $9 million.  Enveric intends to use the net proceeds from this offering for working capital and general corporate purposes.

Palladium Capital Group, LLC acted as a financial advisor to the issuer.

The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) were offered by Enveric pursuant to a “shelf” registration statement on Form S-3 (File No. 333-233260) previously filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2019, and declared effective by the SEC on November 19, 2019. The offering of the securities (other than the warrants and the shares of common stock underlying the warrants) was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The final prospectus supplement and accompanying prospectus relating to the shares of common stock being offered were filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus can be obtained on the SEC’s website at http://www.sec.gov.

The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. Enveric has agreed to register the shares of common stock issuable upon exercise of the warrants for resale pursuant to a customary registration rights agreement.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Enveric Biosciences

Enveric Biosciences is a patient-first biotechnology company developing rigorously tested, novel, cannabinoid medicines to improve quality of life for cancer patients. Initial indications include radiodermatitis, a common and often severe side effect of radiation therapy, and chemotherapy-induced neuropathy. For more information, please visit https://www.enveric.com/.

Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, ” expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future.  Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited to,   the impact of the novel coronavirus (COVID-19) on Enveric’s ongoing and planned clinical trials; the geographic, social and economic impact of COVID-19 on Enveric’s ability to conduct its business and raise capital in the future when needed; delays in planned clinical trials; the ability to establish that potential products are efficacious or safe in preclinical or clinical trials; the ability to establish or maintain collaborations on the development of therapeutic candidates; the ability to obtain appropriate or necessary governmental approvals to market potential products; the ability to obtain future funding for developmental products and working capital and to obtain such funding on commercially reasonable terms; Enveric’s ability to manufacture product candidates on a commercial scale or in collaborations with third parties; changes in the size and nature of competitors; the ability to retain key executives and scientists; and the ability to secure and enforce legal rights related to Enveric’s products, including patent protection. A discussion of these and other factors, including risks and uncertainties with respect to Enveric, is set forth in Enveric’s registration statement on Form S-4 filed on May 28, 2020, as amended. Enveric disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contacts
Valter Pinto / Allison Soss
KCSA Strategic Communications
212.896.1254 / 212.896.1267
EnvericBio@kcsa.com

Media Contacts
Caitlin Kasunich / Raquel Cona
KCSA Strategic Communications
212.896.1241 / 516.779.2630
EnvericBio@kcsa.com

SOURCE Enveric Biosciences

Related Links

https://www.enveric.com

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