Current Report Filing (8-k)
November 13 2020 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): November 9, 2020
INVESTVIEW,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-27019
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87-0369205
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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234
Industrial Way West, Suite A202
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Eatontown,
New Jersey
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07724
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code:
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732-889-4300
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n/a
(Former
name or former address, if changed since last report)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Exchange Act: None
Title
of each class
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Trading
symbol(s)
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Name
of each change on which registered
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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
1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
November 9, 2020, Investview, Inc., and DBR Capital, LLC, completed a third closing under the Securities Purchase Agreement originally
entered into between the parties on April 27, 2020. At the third closing, DBR Capital purchased a $1,300,000 convertible secured
promissory note. The promissory note is due on April 27, 2030, bears interest at the rate of 25% per year, is convertible into
Investview’s common stock at a conversion price of $0.007 per share if certain benchmarks relating to the trading price
and volume of the common stock are met, and is secured by the Guaranty and Collateral Agreement entered into between the parties
as of May 15, 2020.
As
part of the third closing, certain agreements previously entered into were amended as follows:
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The
April 2020 Securities Purchase Agreement was amended and restated to reduce the amount of the third closing and to add fourth
and fifth closings now contemplated to occur on or before May 31, 2021, and August 31, 2021, respectively. The fourth and
fifth closings are at the sole discretion of DBR Capital and Investview cannot provide any assurance that they will occur
when contemplated or ever. The Amended and Restated Securities Purchase Agreement also provides for the issuance of additional
shares of Investview’s common stock upon any event of default under the convertible promissory notes.
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The
April 27, 2020, and May 27, 2020, convertible promissory notes were amended and restated to adjust the conversion price from
approximately $0.0126 to $0.007 per share, consistent with the November 9, 2020, convertible note.
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The
Investor Rights Agreement was amended to specify that David Rothrock is the investor director whose affirmative vote is required
for certain actions and to require the approval of the investor director for any action taken by Investview’s board
of directors.
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The
Voting Agreement was amended to include provisions to expand Investview’s board of directors to seven members, leaving
two seats vacant, and to allow DBR Capital to fill those vacancies and remove directors in the event of default by Investview.
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Additionally,
certain founders of Investview entered into a Pledge Agreement, pledging certain common stock of their own as security to DBR
Capital in the event of a default under the convertible promissory notes.
Investview
has agreed to register DBR Capital’s resale of the shares to be issued upon conversion of the November 9, 2020, convertible
note, the additional shares to be issued upon conversion of the April 27, 2020, and May 27, 2020, amended and restated notes,
and any additional shares acquired by DBR Capital under the Amended and Restated Securities Purchase Agreement and the Pledge
Agreement.
DBR
Capital is an affiliate of two of Investview’s directors, David B. Rothrock and James Bell. Mr. Rothrock and Mr. Bell were
appointed to Investview’s board of directors in connection with Securities Purchase Agreement in April 2020.
ITEM
3.02—UNREGISTERED SALES OF EQUITY SECURITIES
See
Item 1.01 above and Item 5.02 below. The convertible promissory note was issued as the result of negotiations directly with DBR
Capital in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended,
and SEC Rule 506(b) for transactions not involving any public offering. No advertising or general solicitation was employed in
offering the securities to DBR Capital. No underwriter participated in the offer and sale of these securities, and no commission
or other remuneration was paid or given directly or indirectly in connection therewith.
ITEM
5.02— DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS.
In
connection with the transactions described above, Investview agreed to compensate its board members as follows:
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Joseph
Cammarata, Investview’s CEO, will receive board fees of $95,000 per year, paid monthly, and a one-time grant of 50,000,000
shares of Investview’s common stock that vest over three years.
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David
Rothrock will receive board fees of $75,000 per year, paid monthly, and a one-time grant of 50,000,000 shares of Investview’s
common stock that vest over three years.
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James
Bell will receive board fees of $75,000 per year, paid monthly, and a one-time grant of 45,000,000 shares of Investview’s
common stock that vest over three years.
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Annette
Raynor will receive a one-time grant of 15,000,000 shares of Investview’s common stock that vest over three years.
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Mario
Romano will receive a one-time grant of 15,000,000 shares of Investview’s common stock that vest over three years.
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ITEM
9.01—FINANCIAL STATEMENTS AND EXHIBITS
The
following are filed as exhibits to this report:
Exhibit
Number*
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Title
of Document
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Location
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Item
10
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Material
Contracts
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10.66
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Amended and Restated Securities Purchase Agreement dated November 9, 2020
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Attached
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10.67
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Convertible Promissory Note dated November 9, 2020
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Attached
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10.68
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Amended and Restated Convertible Secured Promissory Note in the Amount of $1,300,000 dated November 9, 2020 (originally dated April 27, 2020)
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Attached
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10.69
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Amended and Restated Convertible Secured Promissory Note in the Amount of $700,000 dated November 9, 2020 (originally dated May 27, 2020)
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Attached
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10.70
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First Amendment to Investor Rights Agreement of April 27, 2020, dated November 9, 2020
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Attached
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10.71
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First Amendment to Voting Agreement of April 27, 2020, dated November 9, 2020
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Attached
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10.72
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Guaranty and Collateral Agreement dated May 15, 2020
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Attached
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10.73
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Cover Letter and Restricted Shares Award Agreement for Joseph Cammarata
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Attached
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10.74
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Cover Letter and Restricted Shares Award Agreement for David Rothrock
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Attached
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10.75
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Cover Letter and Restricted Shares Award Agreement for James Bell
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Attached
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10.76
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Cover Letter and Restricted Shares Award Agreement Annette Raynor
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Attached
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10.77
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Cover Letter and Restricted Shares Award Agreement for Mario Romano
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Attached
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*
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All
exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and
the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer
to documents previously filed as an exhibit.
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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 hereunto duly authorized.
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INVESTVIEW,
INC.
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Dated:
November 13, 2020
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By:
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/s/
Joseph Cammarata
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Joseph
Cammarata
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Chief
Executive Officer
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