INVU Investview Inc (QB)

ITEM 3.02 — UNREGISTERED SALES OF EQUITY SECURITIES

On December 6, 2017, InvestView, Inc., entered into a Securities Purchase Agreement and a Registration Rights Agreement with D-Beta One EQ, Ltd., a Cayman Islands entity, and a Standby Equity Distribution Agreement with YAII PN, Ltd., a Cayman Islands entity. Although D-Beta One EQ and YAII PN are affiliates of each other, they are not our affiliates.

Under the terms of the Securities Purchase Agreement with D-Beta One EQ, we agreed to sell 20,000,000 shares of our common stock for $650,000, or $0.0325 per share. Ten million shares were delivered at closing for $325,000, with the other ten million to be delivered when we have successfully increased our authorized shares to 10,000,000,000 shares. The Registration Rights Agreement requires us to file a registration statement registering D-Beta One EQ’s resale of the shares within 60 calendar days.

Under the Standby Equity Distribution Agreement with YAII PN, YAII PN has agreed to purchase up to $5,000,000 of our common stock at our request during the 36 months following the date of the agreement. The shares would be purchased at 87.5% of the market price and would be subject to certain limitations, including that YAII PN could not purchase any shares that would result in it owning more than 4.99% of our common stock. The resale of these shares would be registered in the same registration statement as that for the D-Beta One EQ shares. We agreed to pay YAII PN a commitment fee of 4,273,504 shares upon signing of the agreement.

The securities were issued as the result of arm’s-length negotiations directly with the recipient in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering, and Rule 506(b). No advertising or general solicitation was employed in offering the securities. 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.