Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an O?-Balance Sheet Arrangement.
On February 18, 2022, Crestmark Bank ("Crestmark") issued to Youngevity
International, Inc. (the "Company") a notice regarding certain Defaults, as
defined in the Amended and Restated Loan and Security Agreement dated November
16, 2017, by and between Crestmark, CLR Roasters, LLC ("Borrower") and the
Company, Stephan R. Wallach and David Briskie, as Guarantor (the "Guarantors"),
as amended (the "Loan Agreement'), existing under the Loan Agreement and Loan
Documents (as defined in the Loan Agreement). The Loan Documents include a
Second Amended and Restated Promissory Note issued to Crestmark Bank on January
19, 2022, in the principal amount of $3,000,000 (the "Second Amended and
Restated Promissory Note"). The Defaults were stated to include, but not be
limited to, Borrower's failure to provide the quarter1y Management Prepared
Financial Statements for the quarters ended September 30, 2021, and December 31,
2021, as set forth in Section 13 of the Schedule to the Loan Agreement. As a
result of these Defaults, Crestmark has the right to charge the Extra Rate
defined in, the Loan Documents, and had the right to accelerate the
indebtedness, and to enforce any other right or remedy set forth in the Loan
Documents and under applicable law.
On April 4, 2022, the Company, Borrower and the Guarantors entered into a
Forbearance Agreement with Crestmark (the "Forbearance Agreement") pursuant to
which Crestmark agreed to forbear from collection action under the Loan
Documents until the earlier of June 30, 2022, or the occurrence of a new
Default.
A copy of the Loan Agreement, as amended, the Second Amended and Restated
Promissory Note and the Forbearance Agreement are attached as Exhibits 10.1,
10.2, 10.3, 10.4 and 10.5 to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
Number
10.1 Loan and Security Agreement
with Crestmark Bank and
related schedules dated
November 16, 2017
(incorporated herein by
reference to Exhibit 10.43 to
the Company's Annual Report on
Form 10-K, File No. 000-54900,
filed with the Securities and
Exchange Commission on March
30, 2018)
10.2 Amendment No. 1 to the Loan
and Security Agreement with
Crestmark Bank, dated December
29, 2017 (incorporated herein
by reference to Exhibit 10.44
to the Company's Annual Report
on Form 10-K, File No.
000-54900, filed with the
Securities and Exchange
Commission on March 30, 2018)
10.3 Amendment No.2 to the Loan and
Security Agreement with
Crestmark Bank, dated January
19, 2022
10.4 Second Amended and Restated
Promissory Note issued to
Crestmark Bank, dated January
19, 2022
10.5 Forbearance Agreement with
Crestmark Bank, dated April 4,
2022
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