Current Report Filing (8-k)
June 02 2020 - 12:58PM
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): May 28, 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 Act: None
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange 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
May 28, 2020, Investview, Inc., and DBR Capital, LLC, completed the second closing under the Securities Purchase Agreement originally
entered into between the parties on April 27, 2020. At the second closing, DBR Capital purchased a $700,000 convertible promissory
note. The convertible promissory note is due on April 27, 2030, bears interest at the rate of 20% per year, and is convertible
into Investview’s common stock at a conversion price of approximately $0.0126 per share.
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. The convertible promissory note was issued as the result of arm’s-length 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
9.01—FINANCIAL STATEMENTS AND EXHIBITS
The
following is filed as an exhibit to this report:
*
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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:
June 2, 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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