UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE ~~SECURITIES EXCHANGE ACT OF 1934~~

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 19, 2017

JRjr33, ~~Inc~~INC.

(Exact name of registrant as specified in its charter)



(Exact name of registrant as specified in its charter)
Florida	Commission	98-0534701
(State or other jurisdiction	File No.: 001-36755	(IRS Employer
of incorporation or organization)		Identification No.)

Florida	Commission	98-0534701
(State or other jurisdiction	File No.: 001-36755	(IRS Employer
of incorporation or organization)		Identification No.)

2950 North Harwood Street, 22nd Floor, Dallas, Texas 75201

(Address of principal executive offices and zip code)

(469) 913-4115

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o □ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o □ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o □ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o □ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o□

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o□

Item 31.01. ~~Notice~~ ofEntry ~~Delisting~~into ~~or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On ~~January~~October 1019, 2017, JRjr33, Inc., ~~(the~~a ~~“Company”)~~Florida ~~received~~corporation ~~notification~~ (the “~~Deficiency Letter~~Company”), ~~from~~entered ~~the~~into ~~NYSE~~a ~~American~~Securities ~~LLC~~Purchase Agreement (the “~~NYSE~~Securities ~~American~~Purchase Agreement”) ~~that it was not in compliance~~ with certain ~~NYSE~~investors ~~American~~(each ~~continued~~a ~~listing~~"Purchaser" ~~standards~~and ~~relating to stockholders’ equity as of September 30~~collectively, ~~2016.~~the ~~Specifically~~“Purchasers”), ~~the~~pursuant ~~Deficiency~~to ~~Letter~~which ~~stated that~~ the Company isissued ~~not~~to inthe ~~compliance~~Purchasers ~~with~~for ~~Section~~an ~~1003(a)(i)~~aggregate ~~(requiring~~subscription ~~stockholders’~~amount ~~equity~~ of $~~2.0~~5,000,000: ~~million~~(i) Senior orSecured ~~more~~Guaranteed ifConvertible itNotes ~~has~~in ~~reported~~the ~~losses~~aggregate ~~from~~principal ~~continuing~~amount ~~operations~~of ~~and/or~~$5,263,158 ~~net~~(the ~~losses~~“Notes”); inand ~~two~~(ii) ofwarrants ~~its~~to ~~three~~acquire ~~most~~an ~~recent~~aggregate ~~fiscal~~of ~~years)~~2,625,000 ~~Section~~shares ~~1003~~(athe “Warrants”)~~(ii)~~ ~~(requiring~~of ~~stockholders~~the Company’s ~~equity~~common ofstock, par value $4.0.0001 ~~million~~per orshare ~~more~~(the if“Common itStock”). ~~has~~The ~~reported~~Notes ~~losses~~bear ~~from~~interest ~~continuing~~at ~~operations~~a ~~and/or~~rate ~~net~~equal ~~losses~~to in14% ~~three~~per ofannum ~~its~~(which ~~four~~interest ~~most~~rate ~~recent~~is ~~fiscal~~increased ~~years);~~to ~~and~~19% ~~Section~~per ~~1003(a)(iii)~~annum ~~(requiring~~upon ~~stockholders’~~the ~~equity~~occurrence of ~~$6.0~~an ~~million~~Event orof ~~more~~Default if(as itdefined ~~has~~in ~~reported~~the ~~losses~~Notes)), ~~from~~have ~~continuing~~a ~~operations~~maturity ~~and/or~~date ~~net~~of ~~losses~~October in19, ~~its~~2020 ~~five~~and ~~most~~are ~~recent~~convertible, ~~fiscal~~at ~~years).~~any ~~The~~time ~~Deficiency~~after ~~Letter~~their ~~noted~~issuance ~~that~~date at the ~~Company~~option ~~had~~of athe ~~stockholders’~~Purchasers, ~~equity~~into ~~deficit~~shares of ~~$(4,895,000)~~the asCompany’s ofCommon ~~September~~Stock ~~30,~~at ~~2016,~~a ~~and~~conversion ~~has~~price ~~reported~~equal ~~net~~to ~~losses~~$0.4652 inper ~~its~~share ~~five~~(the ~~most~~"Conversion ~~recent~~Price"), ~~fiscal~~subject ~~years~~to ~~ended~~adjustment ~~December~~as ~~31,~~set ~~2015~~forth in the Notes.

OnCommencing in April 182018, ~~2017,~~ the ~~Company~~Purchasers ~~received~~shall ahave ~~letter~~the ~~from~~right, ~~the~~at ~~NYSE~~their ~~American~~option, (to require the ~~“April~~Company 18to ~~Letter”)~~redeem ~~notifying~~up ~~the~~to ~~Company~~an ~~that~~aggregate itamount isof ~~not~~$150,000 inof ~~compliance~~the ~~with~~outstanding ~~Section~~principal ~~802.01E~~amount of the ~~NYSE~~Notes ~~Listed~~per month. The Company ~~Manual~~will asbe arequired ~~result~~to ofpromptly, ~~its~~after ~~failure~~the Purchasers deliver a redemption notice to ~~timely~~the ~~file~~Company, ~~its~~pay ~~Annual~~the ~~Report~~applicable onredemption ~~Form~~amount ~~10-K~~in ~~for~~cash or, at the ~~year~~Company's ~~ended~~election ~~December~~and 31subject to certain conditions, ~~2016~~in ~~(the~~shares ~~“Form~~of ~~10-K”)~~Common ~~with~~Stock. If the ~~Securities~~Company ~~and~~elects ~~Exchange~~to ~~Commission. The~~pay ~~filing~~the redemption amount in shares of Common Stock, then the ~~report~~shares iswill be delivered at a ~~condition~~price ~~for~~based on the ~~Company’s~~volume ~~continued~~weighted ~~listing~~average onprices of the ~~NYSE~~Common ~~American~~Stock asover ~~required~~certain bytrading ~~Sections~~periods ~~134~~or ~~and~~at ~~1101~~the ofConversion ~~the~~Price, ~~NYSE~~as ~~Company~~specified ~~Guide~~in the Notes.

OnThe ~~July~~Notes ~~14,~~may ~~2017,~~be prepaid by the Company ~~received~~(i) aat ~~letter~~any ~~from~~time ~~the~~after ~~NYSE~~October ~~American~~19, ~~notifying~~2018 ~~the~~provided ~~Company~~ that itcertain isEquity ~~not~~Conditions (as defined in ~~compliance~~the ~~with~~Notes) ~~Section~~are ~~802.01E~~satisfied ofor ~~the~~(ii) ~~NYSE~~upon ~~Listed~~a ~~Company~~Change ~~Manual~~of Control (as adefined ~~result~~in ofthe ~~its~~Notes), ~~failure~~by topaying ~~timely~~an ~~file~~amount ~~its~~in ~~Quarterly~~cash ~~Report~~(y) onafter ~~Form~~October ~~10-Q~~19, ~~for~~2018 ~~the~~but ~~quarter~~prior ~~ended~~to ~~March~~October 3119, ~~2017~~2019 ~~(the~~equal ~~“Form~~to ~~10-Q”)~~110% ~~with~~of ~~the~~then ~~Securities~~outstanding ~~and~~principal ~~Exchange~~balance ~~Commission. The~~and ~~filing~~all ofaccrued ~~the~~and ~~report~~unpaid isinterest adue ~~condition~~thereon ~~for~~or ~~the~~(z) ~~Company’s~~after ~~continued~~October ~~listing~~19, on2019 ~~the~~and ~~NYSE~~by ~~American~~paying asan ~~required~~amount byin ~~Sections~~cash ~~134~~equal ~~and~~to ~~1101~~105% of the ~~NYSE~~then ~~Company~~outstanding ~~Guide~~principal balance and all accrued and unpaid interest due thereon.

~~Pursuant~~The toCompany's obligations under the ~~April~~Notes 18may ~~Letter~~be accelerated, at the Purchasers' election, upon the occurrence of certain customary events of default. In the event of a default and acceleration of the Company's ~~was~~obligations, the Company would be required to ~~submit~~pay a120% ~~plan~~of tothe sum of the ~~NYSE~~outstanding ~~American~~principal byunder ~~May~~the 18Notes, ~~2017~~all ~~advising~~accrued ofand ~~actions~~unpaid itinterest, ~~has~~and ~~taken~~all other amounts, costs, expenses or ~~will~~liquidated ~~take~~damages, and such amount is payable in cash only. The Notes contain customary covenants, including restrictions on dividends, disposition of certain assets and the incurrence of certain indebtedness, liens and investments. The Notes also contain financial covenants with respect to ~~regain~~maintenance ~~compliance~~of cash minimums, Quarterly EBITDA and LTM EBIDTA (each as defined in the Notes), as well as an undertaking that the Company file all required filings with the ~~continued~~Securities ~~listing~~and ~~standards~~Exchange byCommission ~~October~~prior 17to December 31, 2017. The ~~Company~~Notes ~~submitted~~also ~~its~~contain ~~plan~~certain onanti-dilution ~~May~~provisions 18that apply in connection with any stock split, ~~2017~~stock (dividend, stock combination, recapitalization or similar transactions and issuances of securities at prices below the ~~“May~~conversion ~~Plan”)~~price or similar transactions.

OnThe ~~July~~Warrants ~~14,~~are ~~2017,~~exercisable ~~the~~for ~~NYSE~~2,625,000 ~~American~~shares ~~notified~~of ~~the~~Common ~~Company~~Stock ~~that~~at itan ~~had~~exercise ~~reviewed~~price ~~the~~of ~~May~~$0.5566 per ~~Plan~~share ~~and~~beginning ~~determined~~on toOctober ~~accept~~19, ~~the~~2017 ~~May Plan~~ and ~~grant~~expiring aon ~~May Plan period through~~ October 1819, ~~2017~~2021. ~~NYSE~~ ~~Regulation~~The ~~Staff~~Warrants ~~will~~also ~~review~~contain ~~the~~certain ~~Company~~anti-dilution ~~periodically~~provisions ~~for compliance with the initiatives outlined in the May Plan. The notification stated~~ that ifapply ~~the Company is not~~ in ~~compliance~~connection with ~~the~~any ~~continued~~stock ~~listing~~split, ~~standards~~stock bydividend, ~~October~~stock 18combination, ~~2017~~recapitalization or ifsimilar ~~the~~transactions, ~~Company~~and ~~does~~issuances ~~not~~of ~~make~~securities ~~progress~~at ~~consistent~~prices ~~within~~below the ~~May~~exercise ~~Plan~~price ~~period,~~of ~~NYSE~~the ~~Regulation staff will initiate delisting proceedings as appropriate~~Warrants.

~~On October 11~~If, ~~2017,~~at the ~~Company~~time ~~submitted~~ a ~~revised~~Purchaser ~~plan~~exercises ~~(the~~its ~~“October Plan”). On October 19~~Warrant, ~~2017,~~there ~~the~~is ~~NYSE~~no ~~American~~effective ~~notified~~registration ~~the~~statement ~~Company~~available ~~that~~for itan ~~had~~issuance ~~reviewed~~of the ~~October~~shares ~~Plan~~underlying ~~and~~the ~~determined~~Warrant to ~~accept~~ the ~~October~~Purchasers, ~~Plan~~then ~~and~~in ~~grant~~lieu aof ~~plan~~making ~~period~~the ~~through~~cash ~~December~~payment ~~18,~~otherwise ~~2017. NYSE~~contemplated ~~Regulation~~to ~~Staff~~be ~~will~~made ~~review~~to the Company ~~periodically~~upon ~~for~~the ~~compliance~~exercise ~~with~~of the ~~initiatives~~Warrant, ~~outlined in~~ the ~~Plan. The~~Purchaser ~~notification~~may ~~also~~elect ~~stated~~to ~~that~~receive ifupon ~~the~~exercise ~~Company~~(either ~~is not~~ in ~~compliance~~whole ~~with~~or ~~the~~in ~~continued~~part) ~~listing~~on ~~standards~~a bycashless ~~December~~basis ~~18, 2017 or if~~ the ~~Company~~net ~~does~~number ~~not~~of ~~make~~shares ~~progress~~of ~~consistent~~Common ~~within~~Stock ~~the~~determined ~~Plan~~according ~~period,~~to ~~NYSE~~a ~~Regulation~~specified ~~staff~~formula ~~will~~(as ~~initiate~~set ~~delisting~~forth ~~proceedings~~in asthe ~~appropriate~~Warrant).

~~The~~A ~~Company’s~~failure ~~common~~to ~~stock~~timely deliver any shares underlying the Notes or Warrants will ~~continue~~subject the Company to becertain ~~listed~~buy-in onpenalties. In addition, if the ~~NYSE~~Company ~~American~~enters ~~while~~into itor ~~attempts~~becomes party to ~~regain~~a ~~compliance~~Fundamental ~~with~~Transaction (as defined in the ~~listing~~Notes ~~standards~~and ~~noted~~Warrants), ~~subject~~the toSuccessor ~~the~~Entity ~~Company’s~~(as ~~compliance~~defined ~~with~~in ~~other~~the ~~continued~~Notes ~~listing~~and ~~requirements.~~Warrants) ~~The~~shall ~~Company’s~~assume ~~common~~in ~~stock~~writing ~~will~~all ~~continue~~of tothe ~~trade~~obligations of the Company under the ~~symbol~~Notes ~~“JRJR,”~~and ~~but~~Warrants ~~will~~pursuant ~~have~~to anwritten ~~added~~agreements ~~designation~~in ofform ~~“.BC”~~and tosubstance ~~indicate~~reasonably ~~that~~satisfactory to the ~~Company~~Purchasers isand ~~not~~approved inby ~~compliance~~the ~~with~~Purchasers ~~the~~prior ~~NYSE~~to ~~American’s~~such ~~listing~~Fundamental ~~standards~~Transaction. The ~~NYSE~~Company ~~American~~shall ~~notification~~also ~~does~~deliver ~~not~~to ~~affect~~ the ~~Company’s~~Purchasers, ~~business~~in ~~operations~~exchange orfor ~~its~~the ~~Securities~~Notes ~~and~~or ~~Exchange~~Warrants, ~~Commission~~securities ~~reporting~~of ~~requirements~~the ~~and~~Successor ~~does~~Entity ~~not~~evidenced ~~conflict~~by ~~with~~written orinstruments ~~cause~~substantially ansimilar ~~event~~in ofform ~~default~~and ~~under~~substance ~~any~~to of the ~~Company’s~~Notes ~~material~~or ~~agreements~~Warrants.

~~The~~Subject ~~Company~~to ~~issued~~limited aexceptions, ~~press~~each ~~release~~Purchaser onmay ~~October~~not ~~20,~~convert ~~2017,~~any ~~announcing~~portion ~~that~~of the Note held by it ~~had~~or ~~received~~exercise ~~the~~its ~~notice~~Warrant ofif ~~continued~~such ~~noncompliance~~conversion ~~and~~or ~~acceptance~~exercise ofwould cause the ~~October~~Purchaser, ~~Plan~~together with its affiliates, to beneficially own in excess of 4.9% Aof ~~copy~~the number of shares of the ~~press~~Company’s ~~release~~Common isStock ~~attached~~outstanding toimmediately ~~this~~after ~~Current~~giving ~~Report~~effect onto ~~Form~~its ~~8-K~~conversion asor ~~Exhibit~~exercise 99(the “Beneficial Ownership Limitation”).1. The Purchasers may modify the Beneficial Ownership Limitation under both the Notes and

~~Item~~the ~~9.01~~Warrants ~~Financial~~upon ~~Statements~~not ~~and~~less ~~Exhibits~~than 61 days’ prior notice to the Company, provided that such Beneficial Ownership Limitation in no event shall exceed 9.9%.

The use of proceeds from this financing are intended for repayment of the Dominion Note (as defined below) and for working capital. The Purchasers were reimbursed for legal and due diligence fees and expenses from this private placement.

Security Agreement, Pledge Agreement, and Subsidiary Guarantee

In connection with the Company’s obligations under the Notes, the Company and its domestic subsidiaries and certain foreign subsidiaries (collectively, the “Subsidiaries”) entered into a Security Agreement with the Purchasers and JGB Collateral, LLC (the “Security Agreement”) on October 19, 2017, pursuant to which the Company and the Subsidiaries granted a lien on all assets of the Company, subject to certain existing security interests (the “Collateral”), for the benefit of the Purchasers, to secure the Company’s obligations under the Notes. Upon an Event of Default (as defined in the Notes), the Purchasers may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease or dispose of the Collateral. On October 19, 2017, the Company and certain Subsidiaries entered into a Pledge Agreement (the "Pledge Agreement"), pursuant to which they pledged the equity of the Subsidiaries owned by them for the benefit of the Purchasers, to secure the Company’s obligations under the Notes. Each of the Subsidiaries has guaranteed all of the Company's obligations under the Notes pursuant to the terms of a Subsidiary Guarantee, entered into by the Subsidiaries on October 19, 2017 (the Subsidiary Guarantee). John Rochon, the Company's Chief Executive Officer and President and his wife each provided a personal guaranty of certain assets, including real property interests, to guarantee the Company's obligations under the Notes.

The foregoing description of the terms of the Notes, the Warrants, the Securities Purchase Agreement, the Security Agreement, the Pledge Agreement and Subsidiary Guarantee do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements, the forms of which are filed as exhibits 4.1, 4.2, 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 1.02. Termination of a Material Definitive Agreement.

On October 20, 2017, the Company paid off all obligations owing under, and terminated, the 9.75% Senior Secured Convertible Note issued to Dominion Capital LLC (the "Dominion Note"). As of October 20, 2017, the principal amount outstanding under the Dominion Note was $1,625,743.75. The Dominion Note was secured by certain of the Company's assets, and such secured interests were terminated in connection with the Company's discharge of indebtedness thereunder.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item 2.03 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item.

Item 3.02. Unregistered Sales of Equity Securities.

The information required by this Item 3.02 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item. The Notes and the Warrants were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), based on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	~~Description~~	Description
99.1	Press release issued by JRjr33, Inc. dated October 20, 2017
4.1		Form of Senior Secured Guaranteed Convertible Note
4.2		Form of Common Stock Purchase Warrant
10.1		Securities Purchase Agreement, dated October 19, 2017, by and between JRjr33, Inc. and the Purchasers named therein
10.2		Security Agreement, dated October 19, 2017, by and among JRjr33, Inc., of each of JRjr33, Inc.'s specified subsidiaries named therein, the Purchasers and JGB Collateral, LLC (in its capacity as collateral agent)
10.3		Pledge Agreement, dated October 19, 2017, by and among JRjr33, Inc., each of JRjr33, Inc.'s specified subsidiaries named therein and JGB Collateral, LLC (in its capacity as collateral agent)
10.4		Subsidiary Guarantee, dated October 19, 2017, by and among each of JRjr33, Inc.'s specified subsidiaries named therein

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	JRjr33, Inc.
Date: October 20, 2017	By:	/s/ John P. Rochon
Date: October 24, 2017	By:	/s/ John P. Rochon
		John P. Rochon
		Chief Executive Officer and President

EXHIBIT INDEX

Exhibit No.	~~Description~~	Description
99.1	Press release issued by JRjr33, Inc. dated October 20, 2017
4.1		Form of Senior Secured Guaranteed Convertible Note
4.2		Form of Common Stock Purchase Warrant
10.1		Securities Purchase Agreement, dated October 19, 2017, by and between JRjr33, Inc. and the Purchasers named therein
10.2		Security Agreement, dated October 19, 2017, by and among JRjr33, Inc., of each of JRjr33, Inc.'s specified subsidiaries named therein, the Purchasers and JGB Collateral, LLC (in its capacity as collateral agent)
10.3		Pledge Agreement, dated October 19, 2017, by and among JRjr33, Inc., each of JRjr33, Inc.'s specified subsidiaries named therein and JGB Collateral, LLC (in its capacity as collateral agent)
10.4		Subsidiary Guarantee, dated October 19, 2017, by and among each of JRjr33, Inc.'s specified subsidiaries named therein

Filing Compare · JRjr33, Inc.