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


           Standard; Transfer of Listing

On October 19, 2020, the Company issued a press release announcing its plan for a reverse stock split, along with the intention to delist from NASDAQ Stock Market and providing additional information about the reasons for the Board's decision in a Summary of "Reverse Stock Split" Transaction relating to the proposed reverse stock split, delisting and deregistration, which are attached hereto as Exhibits 99.1, 99.2, and are incorporated herein by reference.

Following the reverse stock split, the Company intends to file with the SEC, on or about November 19, 2020, a Form 25 requesting the delisting of its common stock from Nasdaq and the deregistration of its common stock under Section 12(b) of the Exchange Act. After the effectiveness of the Form 25, the Company intends to file with the SEC, on or about November 29, 2020, a Form 15 requesting the deregistration of its common stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act. After delisting, the Company's common stock may be eligible for quotation on the OTC Markets Group if market makers commit to making a market in the Company's shares. The Company can provide no assurance that trading in its common stock will continue on the OTC Markets Group or otherwise.

The Company will send to stockholders an Information Statement on Schedule 14C (17 CFR §240.14c-101) (the "Information Statement") and such information as may be required under Schedule 13E-3 (17 CFR §240.13e-100) (the "Schedule 13E-3"). The Company will not be sending a proxy statement or seeking proxies from our stockholders.

Item 9.01. Financial Statements and Exhibits






     (c)     Exhibits

99.1 Press Release dated October 19, 2020 captioned: "Reliv International, Inc.

Announces Reverse Stock Split Transaction and Plan to Delist from NASDAQ and

Deregister Its Common Stock."



99.2   Summary of "Reverse Stock Split" Transaction, dated October 19, 2020.




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