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 27, 2021

 

INVESTVIEW, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-27019   87-0369205
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation or organization)   File Number)   Identification No.)

 

234 Industrial Way West, Suite A202    
Eatontown, New Jersey   07724
(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 change 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 (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 27, 2021, Investview, Inc., and DBR Capital, LLC, entered into a Second Amendment to the Amended and Restated Securities Purchase Agreement dated as of November 9, 2020 (the “Agreement”). The new amendment changes the deadlines for the fourth and fifth closings under the Agreement from May 31, 2021, and August 31, 2021, respectively, to December 31, 2021. The fourth and fifth closings remain at the sole discretion of DBR Capital and Investview cannot provide any assurance that they will occur when contemplated or ever.

 

The foregoing information is intended as a summary of the reported amendment and is qualified in its entirety by reference to the complete text of the amendment, which is filed as Exhibit 10.88 to this Report and incorporated herein by reference.

 

ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

 

The following is filed as an exhibit to this report:

 

Exhibit

Number*

 

Title of Document

 

Location

         
Item 10   Material Contracts    
10.88   Second Amendment to Amended and Restated Securities Purchase Agreement dated as of November 9, 2020   This filing

 

 
* 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.

 

  INVESTVIEW, INC.
     
Dated: June 2, 2021 By: /s/ Annette Raynor
    Annette Raynor
    Chief Operations Officer

 

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Exhibit 10.88

 

INVESTVIEW, INC.

 

SECOND AMENDMENT TO

 

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT

 

This Second Amendment (this “Amendment”) to that certain Amended and Restated Securities Purchase Agreement dated as of November 9, 2020 (the “Purchase Agreement”) by and between Investview, Inc., a Nevada corporation (the “Company”), DBR Capital, LLC, a Pennsylvania limited liability company (the “Purchaser”) and, solely for the purposes of Section 3.06 and the other sections expressly referenced therein, Joseph Cammarata, as previously amended by that certain First Amendment dated as of March 22, 2021, is made as of May 27, 2021 by and between the Company and the Investor.

 

RECITALS

 

WHEREAS, capitalized terms used but not defined herein shall have the meanings set forth for such terms in the Purchase Agreement.

 

WHEREAS, the Company and the Investor each desire to amend the SPA pursuant to Section 12.01 of the SPA and to accept the rights and obligations created pursuant hereto.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and the other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

 

1.1 Section 3.04 shall be deemed amended and restated in its entirety as follows:

 

3.04 the closing with respect to the transactions contemplated in Section 2.04 hereof (the closing at which the Fourth Closing Note(s) is/are issued, if any, as applicable, is referred to herein as the “Fourth Closing”) shall occur on or prior to December 31, 2021; 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, which date shall be not less than 90 days following the date of such notice and which notice shall specify the portion of the Fourth Closing requested on such date, or

 

(ii) the date specified by written notice by the Purchaser to the Company, which date shall not be less than 30 days following the date of such notice and which notice shall specify the portion of the Fourth Closing required on such date

 

(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”) on or before December 31, 2021 or the earliest date provided in a Fourth Closing Acceleration 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 signatures; and

 

 

 

 

1.2 Section 3.05 shall be deemed amended and restated in its entirety as follows:

 

3.05 the closing with respect to the transactions contemplated in Section 2.05 hereof (the closing at which the Fifth Closing Note(s) is/are issued, if any, as applicable, is referred to herein as the “Fifth Closing”) shall occur on or prior to December 31, 2021; 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, which date shall be not less than 90 days following the date of such notice and which notice shall specify the portion of the Fifth Closing requested on such date, or

 

(ii) the date specified by written notice by the Purchaser to the Company, which date shall not be less than 30 days following the date of such notice and which notice shall specify the portion of the Fifth Closing required on such date

 

(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”) on or before December 31, 2021 or the earliest date provided in a Fifth Closing Acceleration Notice, which Fifth Closing Notice shall set forth the date for effecting the Fifth Closing (the “Fifth 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 signatures.

 

1.3 Except as expressly modified by this Amendment, the Purchase Agreement shall remain unmodified and in full force and effect.

 

1.4 Sections 12.01, 12.02, 12.03, 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.

 

(signature page follows)

 

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The parties are signing this Second Amendment to Amended and Restated Purchase Agreement as of the date stated in the introductory clause.

 

  INVESTVIEW, INC.
  a Nevada corporation
     
  By:  
  Name: Joseph Cammarata
  Title: Chief Executive Officer
     
  INVESTVIEW, INC.
  a Nevada corporation
     
  By:  
  Name: Annette Raynor
  Title: Chief Operations Officer

 

(Signature page to Second Amendment to Amended and Restated Purchase Agreement)

 

 

 

 

The parties are signing this Second Amendment to Amended and Restated Purchase Agreement as of the date stated in the introductory clause.

 

  PURCHASER
     
  DBR CAPITAL, LLC
     
  By:
  Name: David B. Rothrock
  Title: Managing Member Executive

 

(Signature page to Second Amendment to Amended and Restated Purchase Agreement)