Attached files
| file | filename |
|---|---|
| EX-10.41 - MATERIAL CONTRACTS - Investview, Inc. | exhibit1041.htm |
| EX-10.40 - MATERIAL CONTRACTS - Investview, Inc. | exhibit1040.htm |
| EX-10.39 - MATERIAL CONTRACTS - Investview, Inc. | Exhibit1039.htm |
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):
December 29,
2018
INVESTVIEW, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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87-0369205
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(State or other jurisdiction
of
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(IRS
Employer
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incorporation or
organization)
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Identification No.)
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12 South 400 West
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Salt Lake City, Utah
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84101
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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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888-778-5372
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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:
☐
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))
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 Definitive
Material Agreement.
On
December 29, 2018 InvestView, Inc., entered into a Common Stock
Purchase Agreement, a Registration Rights Agreement, and a Share
Donation Agreement (the “Agreements”) with Triton
Funds, LP, a Delaware Limited Partnership, a non-affiliate of the
company.
Under
the terms of the Common Stock Purchase Agreement, we agreed to sell
up to 100,000,000 shares of our common stock for $1,000,000 upon
the filing and effectiveness of an S-1 Registration. The shares
would be purchased at 85% of the market price and would be subject
to certain limitations, including that Triton Funds LP could not
purchase any shares that would result in it owning more than 4.9%
of our common stock.
The
Registration Rights Agreement requires us to file a registration
statement registering Triton Fund LP’s resale of the shares
within 15 calendar days of the date of the Agreements.
ITEM 3.02 — Unregistered Sales of
Equity Securities.
In
connection with the Agreements, we agreed to donate 3,000,000
shares to Triton Funds LLC, an affiliate of Triton Fund LP. We will
register the resale of these shares in the registration statement
we fill under the Registration Rights 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.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
The following are filed as exhibits to this report:
Exhibit
Number*
Title of
Document
Location
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Item 10
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Miscellaneous
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10.39
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Common Stock Purchase
Agreement between Investview, Inc., and TRITON FUNDS, LP., entered
December 29, 2018
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Attached
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10.40
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Registration Rights
Agreement between InvestView, Inc., and TRITON FUNDS, LP., entered
December 29, 2018
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Attached
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10.41
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Share Donation Agreement
between InvestView, Inc., and TRITON FUNDS, LP., entered December
29, 2018
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Attached
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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.
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: January 7,
2019
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By: /s/ William C. Kosoff
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William
C. Kosoff
Acting
Chief Financial Officer
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