8-K
Investview, Inc. (INVU)
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): February 28, 2025
INVESTVIEW, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-27019 | 87-0369205 |
|---|---|---|
| (State or other jurisdiction ofincorporation) | (Commission<br><br> <br>File Number) | (IRS EmployerIdentification No.) |
| 521 Lancaster Avenue, 2^nd^ Floor<br><br> <br>Haverford, PA | 19041 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s Telephone Number,
Including Area Code: 732-889-4300
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act: None
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|
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 1.01 | Entry into a Material Definitive Agreement. |
|---|
As previously reported, from April 27, 2020 through November 9, 2020, Investview, Inc. (the “Company”) received loans in the aggregate amount of $3,300,000 from DBR Capital, LLC (“DBR Capital”), an affiliate of David B. Rothrock, an independent entrepreneur who became a Board member of the Company in conjunction with the loan origination. Each of the loans are each secured by collateral of the Company and its subsidiaries, bear interest at rates between 20% and 38.5% per annum, and mature on April 27, 2030. The loans are convertible by DBR Capital into the Company’s common stock at a conversion price of $0.007 per share at any time prior to maturity or earlier by the Company if certain benchmarks relating to the trading price and volume of the Company’s common stock are met. In addition, the Securities Purchase Agreement, as amended in 2022, under which the first three loans were issued, gave DBR Capital the right to lend to the Company up to an additional $7.7 million, on substantially the same terms as the prior loans, through December 31, 2024.
Rather than cause the loan arrangement to terminate on December 31, 2024, particularly as the Company contemplates a need for expansion capital in the future, and seeks to avoid the additional interest charges under the current lending arrangement that it would have been caused to incur in the immediate term were DBR Capital to have put the additional loans to the Company during December 2024, on or about February 28, 2025, the Company and DBR Capital entered into an amendment to the Securities Purchase Agreement (the “Amendment”), approved by the disinterested members of the Company’s Board of Directors. Pursuant to the Amendment, DBR has been given until August 31,2025 to lend to the Company a minimum of $2.0 million, and until December 31, 2026 to lend to the Company balance of up to $5.7 million. The Amendment also substantially reduces the interest rate for the first $2 million that may be advanced by DBR Capital from 38.5% to 18.75% per annum, and further substantially reduces the interest rate to 10% per annum (also from 38.5%) for any amounts loaned in excess of $2 million. Funding of the additional loan amounts remain at the sole discretion of DBR Capital as the Company has no right to call the loan amounts, and the Company cannot provide any assurance as to when, or if, such amounts will be funded.
The foregoing summary description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
All statements in this report on Form 8-K that are not based on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. Forward-looking statements in this Current Report on Form 8-K include statements regarding the possibility of the funding of loans contemplated by the Amendment and the Company’s desire to delay the incurrence of additional interest charges within the immediate term. These forward-looking statements are based on the Company’s current beliefs and assumptions and information currently available to the Company and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, including risks and uncertainties surrounding, among others, the Company’s access to such capital as DBR Capital has no obligation to fund all or any portion of such funds and DBR Capital has the discretion, within the timeframes set forth in the Amendment, to make such loans, which may not coincide with the Company’s needs for such capital; the risk and uncertainty that DBR Capital may cause the Company to incur the debt and associated interest charges with one or both sets of additional loans at a time when it does not need the capital; as well as any uncertainties to which the Company is subject; particularly given the risk factors that are identified in the Company’s public reports filed with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year-ended December 31, 2023, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking statements made herein speak only as of the date of this report, and the Company assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.
| 2 |
| --- |
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
The following are filed as exhibits to this report:
| No. | Description | Location |
|---|---|---|
| 10.1 | Fifth Amendment to Amended and Restated Securities Purchase Agreement between Investview, Inc. and DBR Capital, LLC dated as of February 28, 2025 | This filing |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
| --- |
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.
| INVESTVIEW, INC. | ||
|---|---|---|
| Dated: March 4, 2025 | By: | /s/ Ralph Valvano |
| Ralph Valvano | ||
| Secretary/Chief Financial Officer |
| 4 |
| --- |
Exhibit 10.1
INVESTVIEW, INC.
FIFTH AMENDMENT TO
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
This Fifth Amendment to Amended and Restated Securities Purchase Agreement (this “Amendment”) is made as of February 28, 2025 by and between Investview, Inc., a Nevada corporation (the “Company”), and DBR Capital, LLC, a Pennsylvania limited liability company (the “Purchaser”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
RECITALS
WHEREAS, the Company and Purchaser are parties to that certain Securities Purchase Agreement dated as of April 27, 2020, as amended and restated on November 9, 2020, and as further amended by that certain First Amendment dated as of March 22, 2021, that certain Second Amendment dated as of May 27, 2021, that certain Third Amendment dated as of November 16, 2021, and that certain Fourth Amendment dated as of August 12, 2022 (collectively, the “Purchase Agreement”).
WHEREAS, the Company and the Purchaser each desire to amend the Purchase Agreement pursuant to Section 12.01 of the Purchase Agreement to, among other things, extend the deadlines for the Fourth Closing and Fifth Closing, to reduce the interest rates applicable to the Fourth Closing Note and Fifth Closing Note, and to accept the rights and obligations created pursuant hereto.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. FourthClosing Note.
(a) Section 2.04 of the Purchase Agreement shall be deemed amended and replaced with the following:
2.04 Fourth Closing Note. On the Fourth Closing Date, upon the terms and subject to the conditions herein contained, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, a minimum of $2,000,000 aggregate principal amount of Note (the “Fourth Closing Note”), substantially in the form of the Third Closing Note issued on November 9, 2020; provided that the unpaid principal balance of the Fourth Closing Note shall bear interest at the reduced rate of 18.75% per annum from the Fourth Closing Date and no facility fee shall be applicable to the Fourth Closing Note. If the Purchaser purchases greater than $2,000,000 aggregate principal amount of Fourth Closing Note, then the principal amount above $2,000,000 shall be issued in a second Fourth Closing Note bearing interest at the rate of 10.00% per annum. The Maturity Date of the Fourth Closing Note shall be April 30, 2030. The Fourth Closing Note shall be subject to substantially the same conversion rights as set forth in the Third Closing Note, including a Conversion Price equal to $0.007 per share of Common Stock (subject to adjustment as set forth in the Third Closing Note).
(b) Section 3.04 of the Purchase Agreement shall be deemed amended and replaced with the following:
3.04 the closing with respect to the transactions contemplated in Section 2.04 hereof (the closing at which the Fourth Closing Note is issued, if any, is referred to herein as the “Fourth Closing”) shall occur on or prior to August 31, 2025; provided, however, that such date may be accelerated (but not delayed unless otherwise mutually agreed to by the parties in a writing) for completion of the Fourth Closing, in whole or in part, to the earlier of:
| (i) | the date specified by written notice by the Company to the Purchaser<br>and agreed to in a separate writing by the Purchaser, which date shall be not less than 30 days following the date of such notice, or |
|---|---|
| (ii) | the date specified by written notice by the Purchaser to the<br>Company, which date shall not be less than 30 days following the date of such notice |
(either such notice of acceleration, the “Fourth Closing Acceleration Notice”); and further provided, that notwithstanding the foregoing, the Fourth Closing is in Purchaser’s sole discretion to effect or not effect, and the Purchaser will confirm its decision to proceed by delivery of written notice to the Company (the “Fourth Closing Notice”), which Fourth Closing Notice shall set forth the date for effecting the Fourth Closing (the “Fourth Closing Date”) and the Company will effect the Fourth Closing on the Fourth Closing Date or at such other date as the Company and the Purchaser may agree, remotely via the exchange of documents and signature. The parties acknowledge that the 30-day notice to be provided by the Purchaser hereunder is an administrative accommodation requested by the Company, but that the Purchaser’s failure to deliver a Fourth Closing Notice shall not constitute a default hereunder so long as the Purchaser effects the Fourth Closing by August 31, 2025. In the event Purchaser does not effect the Fourth Closing by August 31, 2025, Purchaser’s right to purchase the Fourth Closing Note shall automatically terminate, but Purchaser’s right to effect the Fifth Closing upon the terms set forth herein shall continue until December 31, 2026.
2. Fifth ClosingNote.
(a) Section 2.05 of the Purchase Agreement shall be deemed amended and replaced with the following:
2.05 Fifth Closing Note. On the Fifth Closing Date, upon the terms and subject to the conditions herein contained, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, up to $5,700,000 aggregate principal amount of Note (the “FifthClosing Note”), substantially in the form of the Third Closing Note issued on November 9, 2020; provided that the unpaid principal balance of the Fifth Closing Note shall bear interest at the reduced rate of 10.00% per annum from the Fifth Closing Date and no facility fee shall be applicable to the Fifth Closing Note. The principal amount of the Fourth Closing Note and Fifth Closing Note shall not exceed $7,700,000 in the aggregate. The Maturity Date of the Fifth Closing Note shall be April 30, 2030. The Fifth Closing Note shall be subject to substantially the same conversion rights as set forth in the Third Closing Note, including a Conversion Price equal to $0.007 per share of Common Stock (subject to adjustment as set forth in the Third Closing Note).
(b) Section 3.05 of the Purchase Agreement shall be deemed amended and replaced with the following:
3.05 the closing with respect to the transactions contemplated in Section 2.05 hereof (the closing at which the Fifth Closing Note is issued, if any, is referred to herein as the “Fifth Closing”) shall occur on or prior to December 31, 2026; provided, however, that such date may be accelerated (but not delayed unless otherwise mutually agreed to by the parties in a writing) for completion of the Fifth Closing, in whole or in part, to the earlier of:
| (i) | the date specified by written notice by the Company to the Purchaser<br>and agreed to in a separate writing by the Purchaser, which date shall be not less than 30 days following the date of such notice, or |
|---|---|
| (ii) | the date specified by written notice by the Purchaser to the<br>Company, which date shall not be less than 30 days following the date of such notice |
(either such notice of acceleration, the “Fifth Closing Acceleration Notice”); and further provided, that notwithstanding the foregoing, the Fifth Closing is in Purchaser’s sole discretion to effect or not effect, and the Purchaser will confirm its decision to proceed by delivery of written notice to the Company (the “Fifth Closing Notice”), which Fifth Closing Notice shall set forth the date for effecting the Fifth Closing (the “Fifth Closing Date” and, together with the First Closing Date, the Second Closing Date, the Third Closing Date and the Fourth Closing Date, the “Closing Dates” and each a “Closing Date”) and the Company will effect the Fifth Closing on the Fifth Closing Date or at such other date as the Company and the Purchaser may agree, remotely via the exchange of documents and signature. The parties acknowledge that the 30-day notice to be provided by the Purchaser hereunder is an administrative accommodation requested by the Company but that the Purchaser’s failure to deliver a Fifth Closing Notice shall not constitute a default hereunder so long as the Purchaser effects the Fifth Closing by December 31, 2026.
3. Alternative Financing. If the Company delivers a Fourth Closing Acceleration Notice and/or a Fifth Closing Acceleration Notice to the Purchaser and the Purchaser declines to proceed with the Fourth Closing and/or the Fifth Closing, as applicable, within the timeframe proposed by the Company in such Fourth Closing Acceleration Notice or Fifth Closing Acceleration Notice, then the parties acknowledge and agree that nothing herein shall prohibit the Company from seeking and obtaining alternative financing from a third party; provided, however, that the Purchaser shall continue to have the right set forth herein to purchase the Fourth Closing Note and/or Fifth Closing Note by August 31, 2025 and December 31, 2026, respectively.
4. Other Amendments to the Purchase Agreement.
(a) Section 3.06 of the Purchase Agreement (Assignment Right) is hereby deleted.
(b) Section 9 of the Purchase Agreement (Issuance of Shares) is hereby deleted.
5. Original Agreement. Except as expressly modified by this Amendment, the Purchase Agreement shall remain unmodified and in full force and effect.
6. Advice of Counsel. Each of the parties hereto acknowledges that Fox Rothschild LLP has, and continues to, represent the Company as its legal counsel, including in connection with the preparation and review of this Amendment and has not represented the Purchaser with regard to this Amendment or other matters involving the Company. Purchaser understands that since Fox Rothschild LLP has represented Purchaser in the past on unrelated matters, this may create a conflict of interest, and the Purchaser hereby waives, on behalf of itself and its officers, directors and members, any such conflict of interest that may arise as a result of Fox Rothschild LLP’s representation of the Company. Purchaser represents that it has had the opportunity to avail itself of the advice of its own legal counsel prior to signing this Amendment.
7. Miscellaneous. Sections 12.01, 12.02, 12.03, 12.04, 12.05, 12.06, 12.08, 12.10, 12.11, and 12.12 of the Purchase Agreement shall be deemed incorporated by reference to this Amendment as applied mutatis mutandis; provided that the addresses for notices shall be as follows:
| If to the Company: | Investview, Inc. |
|---|---|
| 521 Lancaster Avenue, 2^nd^ Floor | |
| Haverford, PA 19041 | |
| Attn: Chief Executive Officer | |
| If to the Purchaser: | DBR Capital, LLC |
| 1645 Kecks Road | |
| Breinigsville, PA 18031 | |
| Attn: David B. Rothrock |
(signature page follows)
The parties are signing this Fifth Amendment to Amended and Restated Purchase Agreement as of the date stated in the introductory clause.
| INVESTVIEW, INC. | |
|---|---|
| a Nevada corporation | |
| By: | /s/ Victor M. Oviedo |
| Name: | Victor M. Oviedo |
| Title: | Chief Executive Officer |
| By: | /s/ James R. Bell |
| Name: | James R. Bell |
| Title: | President/ Chief Operating Officer |
| PURCHASER | |
| DBR CAPITAL, LLC | |
| By: | /s/ David B. Rothrock |
| Name: | David B. Rothrock |
| Title: | Managing Member Executive |
(Signature page to Fifth Amendment to Amended andRestated Purchase Agreement)