ITEM
1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
March 22, 2021, Investview, Inc., entered into Securities Purchase Agreements to purchase 100% of the business and/or outstanding
equity interests of SSA Technologies LLC (“SSA”), an entity that owns and operates a FINRA-registered broker-dealer,
and MPower Trading Systems LLC (“MPower”), the developer and owner of Prodigio, a proprietary software-based trading
platform with applications within the brokerage industry. Pursuant to these agreements, Investview has agreed to acquire each
of the SSA and MPower businesses for the issuance of non-voting membership interests in Investview wholly-owned subsidiaries that
are in the future redeemable for, respectively, 242,000,000 and 565,000,000 Investview common shares on a one-for-one basis. In
connection with the closing under the Agreement, the redeemable membership interests being issued to the SSA and MPower equity
holders, as well as the resulting shares of Investview common stock issued upon the exercise of such redemption rights, will be
issued as shares of restricted securities issued in reliance upon the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933, as amended. Following closing, Investview has agreed to file a registration statement with the
Securities and Exchange Commission registering the resale of the shares issuable upon conversion of the membership interests.
These
acquisitions are part of an overall strategy to expand the scope of Investview’s business to enable it to develop and operate
a U.S. and non-U.S. brokerage and financial technologies services firm intended to deliver professional trading services catering
primarily to a diverse base of self-directed (DIY) and active online brokerage investors, professional fund managers, buy-side
professionals, registered investment advisors and other broker-dealers.
Each
of SSA and MPower are controlled by persons who have an interest in Investview; with Joseph Cammarata, Investview’s Chief
Executive Officer, being the majority owner of SSA Technologies, and James Bell and David Rothrock, two Investview directors,
being the managers and majority owners of MPower. Following full disclosure of their interest in the transactions, the transactions
were approved by the full Investview Board of Directors, including unanimous support by its two independent directors. The purchase
price for each entity was determined through negotiations with the Investview directors without a conflicting interest in the
transaction.
In
addition to the usual and customary conditions, closing of the transactions is subject to:
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Resolution
of certain governance rights regarding minority ownership of SSA Technologies;
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Completion
of audited financial statements for both SSA and MPower in accordance with applicable SEC regulations;
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FINRA
approval of the change of ownership of the SSA registered broker-dealer, LevelX Capital LLC;
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Extension
of an existing lock-up agreement among certain of Investview’s shareholders.
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It
is contemplated that upon closing of the transactions, each of the equity owners of the respective businesses to be acquired,
will enter into a Lock-Up Agreement with Investview in substantially the form attached hereto as Exhibit 10.86 that imposes significant
limitations upon the redemption of the exchangeable membership interests and sale of the resulting Investview common stock.
Commencing
upon execution of the agreements and through the closing of the transactions, Investview will provide certain transition service
arrangements to SSA and MPower. In connection with the transactions, Investview entered into a Working Capital Promissory Note
with SSA under which SSA will advance up to $1,500,000 before the end of 2021. The note will be due and payable by January 31,
2022, will bear interest at the rate of 0.11% per annum, and will be secured by the pledge of 12,000,000 shares of Investview’s
common stock.
Additionally,
in conjunction with the transactions covered by this Report, the Amended and Restated Securities Purchase Agreement, dated as
of November 9, 2020 (the “DBR Purchase Agreement”), between Investview and DBR Capital, LLC (“DBR”) (also
an affiliate of Mr. Bell and Mr. Rothrock) was amended. The DBR Purchase Agreement contemplated, among other things, the potential
issuance of convertible notes to DBR by Investview to fund a newly formed broker-dealer entity. This provision was superseded
by the transactions described in this Report, and the DBR Purchase Agreement was amended to reflect this change, as well as to
include payment of the Working Capital Promissory Note in the allowed uses of the proceeds of the convertible notes issued thereunder.
The
foregoing information is intended as a summary of the reported transaction and is qualified in its entirety by reference to the
complete text of the Agreements which are filed as Exhibits 10.80 through 10.86 to this Report and incorporated herein by reference