Acquisition Would Allow YGYI to Bring Manufacturing For its CBD Brands In-House, Add Recurring Revenue Via Leasing, Servicing, and Sales of Hemp Processing Equipment
San Diego, CA /PRNewswire/ - Youngevity International, Inc. (NASDAQ: YGYI), a leading omni-direct lifestyle company, announced today that it has entered into a binding agreement to purchase all the assets of Khrysos Global–a Tampa, Florida based manufacturer of hemp-based CBD extraction equipment. This acquisition is intended to establish YGYI's newly formed wholly-owned subsidiary, Khrysos Industries, Inc, as a global player in the field-to-finish hemp-CBD oil, isolate, and distillate market, and also would give YGYI ownership of INX Labs and its testing facilities, allowing the company unprecedented capabilities in regards to formulation, quality control, and testing standards with its CBD products.
"I'm ecstatic about this purchase and what it signals for this moment in our company's history," Dave Briskie, President and CFO of YGYI said about the acquisition. "The purchase of the assets of Khrysos Global should be the catalyst that launches YGYI into the hemp-CBD space. We expect it will serve as a cornerstone of our comprehensive strategy as it relates to the production, cultivation, and extraction of hemp, CBD oil, as well as other CBs (cannabinoids)."
"Our agreement to acquire Khrysos is extremely exciting on a number of levels," added YGYI CEO and Chairman of the Board, Steve Wallach. "Beyond the fact that we believe Khrysos' hemp-CBD extraction technology is far more efficient than most anything else on the market, we're acquiring a turn-key business model here. Their systems are applicable to the entire industry and are immediately implementable across our own line of HempFX™ products, as well as in offtake agreements we have through our existing business relationships. We see this as providing not only immense value to our company, but also to our investors since we'll be selling not just the extraction systems, but also generating income servicing and operating these systems via a rental model."
The agreement to purchase the assets of Khrysos is just the latest move in YGYI's increasing stake in the rapidly growing hemp-CBD market: In January, the company entered into an exclusive cross-marketing agreement with Icelandic Glacial bottled water with the expressed intent of developing a ready-to-drink CBD product with the company. "For us, this partnership with YGYI was a unique proposition which we could not turn down," said Dwayne Dundore, President of Khrysos. "We already have ongoing production operations and existing customers from coast-to-coast, so being able to partner with YGYI to upscale our extraction processes should provide a huge mutual benefit for both companies."
Per the purchase agreement, all assets of Khrysos Global are to be acquired by YGYI, including all real property, joint venture agreements, contracts rights, intellectual property, trademarks, copyrights, and service marks in exchange for a total consideration of $16,000,000, of which 1,794,972 shares of common stock (having a deemed value of $14,000,000) and $500,000 shall be paid at closing. In addition, YGYI agreed to issue to the principals of Khrysos, subject to the approval of stockholders and The Nasdaq Stock Market, contingent consideration warrants to purchase up to 3,000,000 shares of Common Stock at an exercise price of $10 per share upon the achievement of certain revenue and net income milestones.
The closing of the transactions contemplated by the purchase agreement is scheduled for February 15, 2019 and is subject to the satisfaction of various closing conditions. In accordance with the acquisition, Khrysos will provide ongoing consulting and advisory services to YGYI as it pertains to the manufacturing of its proprietary technology, as well as the production of both CBD extracts and finished goods.
About Youngevity International, Inc.
YGYI, Inc. (NASDAQ: YGYI), is a leading omni-direct lifestyle company offering a hybrid of the direct selling business model, that also offers e-commerce and the power of social selling. Assembling a virtual Main Street of products and services under one corporate entity YGYI offers products from the eight top-selling retail categories: health/nutrition, home/family, food/beverage (including coffee), spa/beauty, fashion, essential oils, photo, as well as innovative services. The Company was formed in the course of the summer 2011 merger of Youngevity Essential Life Sciences with Javalution® Coffee Company (now part of the company's food and beverage division). The resulting company became Youngevity International, Inc. in July 2013. For investor information, please visit YGYI.com. Be sure to like us on Facebook and follow us on Twitter.
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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, and includes statements regarding the closing of the acquisition of the assets of Khrysos Global pursuant to the purchase agreement, establishing Khrysos Industries, Inc as a global player in the field-to-finish hemp-CBD oil, isolate, and distillate market, the purchase of the assets of Khrysos Global being the catalyst that launches YGYI into the hemp-CBD space and a cornerstone of our comprehensive strategy as it relates to the production, cultivation, and extraction of hemp and its inherent CBD properties, Khrysos' hemp-CBD extraction technology being more efficient than most anything else on the market and partnering with YGYI to upscale Khrysos' extraction processes providing a huge mutual benefit for both companies.. 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. Important factors that could cause actual results to differ materially from current expectations include, among others, our ability to close the acquisition of the assets of Khrysos Global pursuant to the purchase agreement, our ability to establish Khrysos Industries, Inc as a global player in the field-to-finish hemp-CBD oil, isolate, and distillate market, the contribution of the purchase of the assets of Khrysos Global to being the catalyst that launches YGYI into the hemp-CBD space and a cornerstone of our comprehensive strategy as it relates to the production, cultivation, and extraction of hemp and its CBD properties, the ability of Khrysos' hemp-CBD extraction technology to be more efficient than most anything else on the market, our ability to provide a huge mutual benefit for both companies by partnering to upscale Khrysos' extraction processes, our ability to continue our international growth, our ability to continue our coffee segment 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, our ability to continue to maintain compliance with the NASDAQ requirements, the acceptance of the omni-direct approach by our customers, our ability to expand our distribution, our ability to add additional products (whether developed internally or through acquisitions), 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, 2017and 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.
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