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

Date of report (Date of earliest event reported): December 518, 2017

~~JRjr33~~JRJR33, INC.

(Exact name of registrant as specified in its charter)

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

~~2950~~2400 North ~~Harwood~~Dallas ~~Street~~Parkway, ~~22nd Floor~~Suite 230, ~~Dallas~~Plano, Texas ~~75201~~75093

(Address of principal executive offices and zip code)

(~~469~~972) ~~913~~ 398-~~4115~~7120

(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 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 ¨

If an emerging growth company, indicate by check mark 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. ¨

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 521, 2017, JRJR33, Inc. (the “Company”) received notification (the “Notification Letter”) from the NYSE American LLC (the “NYSE American”) that it was not in compliance with ~~certain NYSE~~Sections ~~MKT~~134 continued listing standards relating to its low selling price. Specifically, the Notification Letter stated that the Company’s securities have been selling for a low per share price for a substantial period of time and ~~pursuant~~1101 ~~to Section 1003(f)(v)~~ of the NYSE American Company Guide, ~~the~~as ~~Company’s continued listing is predicated on it effecting~~ a ~~reverse~~result ~~stock split~~ of its ~~common~~ ~~stock~~failure orto ~~otherwise~~timely ~~demonstrating~~file awith ~~sustained~~the ~~price~~Securities ~~improvements~~and ~~within~~Exchange aCommission ~~reasonable~~(the ~~period~~“SEC”) ofits ~~time,~~Forms ~~which~~10-Q for the ~~NYSE~~periods ~~American LLC~~ended ~~determined~~March to31, be2017, noJune ~~later~~30, ~~than~~2017 ~~June~~and 5September 30, ~~2018~~2017.

The ~~Company’s~~Notification ~~common~~Letter ~~stock~~also ~~will~~stated ~~continue to be listed~~that on the NYSE ~~MKT~~American ~~while~~has itreviewed ~~attempts to regain compliance with~~ the ~~listing standards noted, subject to the~~ Company’s ~~compliance with~~December ~~other~~18, ~~continued~~2017 ~~listing~~extension ~~requirements.~~request ~~The~~and ~~Company’s~~determined ~~common stock will continue~~ to ~~trade~~accept ~~under~~ the ~~symbol~~request ~~“JRJR,”~~and ~~but~~grant ~~will~~a ~~have~~plan anperiod ~~added~~extension ~~designation~~through ofFebruary “15, 2018.~~BC”~~ toThe ~~indicate~~Notification Letter further states that if the Company is not in compliance with the ~~NYSE~~continued ~~MKT’s~~ listing standards. ~~The~~by ~~NYSE~~February ~~MKT~~15, ~~notification~~2018 ~~from~~or if the ~~NYSE~~Company ~~American LLC~~ does not ~~affect~~make ~~the~~progress ~~Company’s~~consistent ~~business~~with ~~operations or~~the ~~its~~plan ~~SEC~~during the ~~reporting~~plan ~~requirements~~period, ~~and~~the ~~does~~NYSE ~~not~~American ~~conflict~~staff ~~with~~will orinitiate ~~cause~~delisting anproceeding, ~~event~~as ofappropriate. ~~default~~The ~~under~~Company ~~any~~intends ofto file the ~~Company’s material~~outstanding ~~agreements~~Forms 10-Q prior to February 15, 2018.

The Company’s ~~issued~~common astock ~~press~~will ~~release~~continue to be listed on ~~December~~the ~~11,~~NYSE ~~2017,~~MKT ~~announcing that~~while it ~~had~~attempts ~~received~~to regain compliance with the ~~Notification~~listing ~~Letter~~standards noted, subject to the Company’s compliance with other continued listing requirements. AThe ~~copy~~Company’s ofcommon stock will continue to trade under the ~~press~~symbol “JRJR,” ~~release~~but iswill ~~attached~~have an added designation of “.BC” to ~~this~~indicate ~~Current~~that ~~Report~~the onCompany ~~Form~~is ~~8-K~~not asin ~~Exhibit~~compliance with 99the NYSE MKT’s listing standards.1.

~~Item~~The 9Company issued a press release on December 22, 2017, announcing that it had received the Notification Letter.01 ~~Financial~~A ~~Statements~~copy ~~and~~of ~~Exhibits~~the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

~~(d)~~Item ~~Exhibits~~5.02. ~~Exhibit~~Departure ~~99.1~~of ~~Press~~Directors ~~release~~or ~~issued~~Certain byOfficers; ~~JRjr33,~~Election ~~Inc.~~of ~~dated~~Directors; ~~December~~Appointment ~~11,~~of ~~2017~~Certain Officers; Compensatory Arrangements of Certain Officers.

2On December 18, 2017, at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of JRjr33, Inc. (the “Company”), as further described in Item 5.07 of this Current Report on Form 8-K, the stockholders of the Company approved an amendment to the Company’s 2015 Stock Incentive Plan. A description of the 2015 Stock Incentive Plan is set forth in the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on December 1, 2017 (the “Proxy Statement”) in the section entitled “Proposal 3—Approval of an Amendment to our 2015 Stock Incentive Plan to Increase the Number of Shares of Common Stock that we will have Authority to Grant under the Plan from 3,5000,000 to 6,000,000”, which is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the 2015 Stock Incentive Plan (as amended), a copy of which is included as an exhibit hereto and attached to the Proxy Statement as Appendix A.

~~SIGNATURES~~Item 5.07. Submission of Matters to a Vote of Security Holders.

~~Pursuant~~On toDecember ~~the~~18, ~~requirements~~2017, ofCompany held the ~~Securities~~Annual Meeting. ~~Exchange~~At ~~Act of~~the ~~1934~~Annual Meeting, the ~~Registrant~~stockholders ~~has~~voted ~~duly~~on ~~caused~~the ~~this~~following ~~report~~three to(3) beproposals ~~signed~~and oncast ~~its~~their ~~behalf~~votes byas described below. These matters are described in detail in the ~~undersigned,~~Proxy ~~thereunto~~Statement ~~duly~~for ~~authorized~~the Annual Meeting.

	JRjr33, Inc.
Date: December 11, 2017	By:	/s/ John P. Rochon
		John P. Rochon
		Chief Executive Officer and President

Proposal 1 — Election of Directors

3The following six (6) individuals were elected as directors, to serve until the 2018 Annual Meeting of Stockholders and until their respective successors are elected and qualified, with the following votes:

EXHIBIT INDEX

Name of Director	Votes For	Withheld	Broker Non-Votes

1. John P. Rochon	23,522,891	7,420,532	0
2. John Rochon, Jr.	23,522,911	7,420,512	0
3. John W. Bickel	23,241,921	7,701,502	0
4. Roy G.C. Damary	23,439,324	7,504,099	0
5. Bernard Ivaldi	23,327,876	7,615,547	0
6. William H. Randall	23,242,668	7,700,755	0

~~Item 9.01 Financial Statements and Exhibits.~~2

Exhibit No.			Description
99.1			Press release issued by JRjr33, Inc. dated December 11, 2017

Proposal 2 — Ratification of the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017

4The stockholders ratified and approved the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017 based on the votes listed below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

30,881,410

61,864

149

Proposal 3 — Approval of an Amendment to the Company’s 2015 Stock Incentive Plan

The stockholders approved an amendment to Company’s 2015 Stock Incentive Plan (the “Plan”) to increase the number of shares of common stock that the Company has the authority to grant under the Plan from 3,500,000 shares to 6,000,000 shares based on the votes listed below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

22,382,518

1,182,699

7,378,206

Item 9.01. Financial Statements and Exhibits.


(d)	Exhibits.


Exhibit Number		Description

10.1		JRjr33, Inc. 2015 Stock Incentive Plan (as amended on November 21, 2017) (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 30, 2017)
99.1		Press release issued by JRjr33, Inc. dated December 22, 2017

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: December 22, 2017	By:	/s/ John P. Rochon
		John P. Rochon
		Chief Executive Officer and President

EXHIBIT INDEX

Exhibit Number		Description

10.1		JRjr33, Inc. 2015 Stock Incentive Plan (as amended on November 21, 2017) (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 30, 2017)
99.1		Press release issued by JRjr33, Inc. dated December 22, 2017

Filing Compare · JRjr33, Inc.