Attached files
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| EX-4.4 - Investview, Inc. | v228525_ex4-4.htm |
| EX-4.1 - Investview, Inc. | v228525_ex4-1.htm |
| EX-4.2 - Investview, Inc. | v228525_ex4-2.htm |
| EX-4.3 - Investview, Inc. | v228525_ex4-3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): July 7, 2011
(Exact name of registrant as specified in charter)
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Nevada
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000-27019
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87-0369205
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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287 East 950 South
Orem, Utah 84058
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including area code: (801) 889-1800
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 (see General Instruction A.2. below):
¨ 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))
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Item 1.01
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Entry into a Material Definitive Agreement
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
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Item 3.02
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Unregistered Sales of Equity Securities
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To obtain funding to for working capital, the Company entered into a Subscription Agreement (the "Agreement") with several accredited investors (collectively, the "Investors") on July 7, 2011 for the sale of (i) $1,200,000 in 8% secured convertible promissory notes (the "Notes") and (ii) common stock purchase warrants (the "Warrants") to purchase 30,000,000 shares of our common stock. The closing occurred on July 7, 2011 but was deemed to be effective as of June 30, 2011.
The Notes bear interest at 8%, mature two years from the date of issuance, and are convertible into our common stock, at the Investors' option, at a conversion price of $0.02 per share. Based on this conversion price, the Notes in the amount of $1,200,000 excluding interest, were convertible into 60,000,000 shares of the Company’s common stock.
The Company may prepay the Notes only with the written consent of the holder. The full principal amount of the Notes is due upon default under the terms of Notes. In addition, we have granted the Investors a security interest in substantially all of our assets and intellectual property.
The Warrants are exercisable for a period of five years from the date of issuance at an exercise price of $0.03 per share.
The sale of the Notes was completed on July 7, 2011 with respect to $1,200,000 of the Notes. As of the date hereof, the Company is obligated on $1,200,000 in face amount of Notes issued to the Investors. The Notes are a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company.
The Notes and Warrants were offered and sold to the Investors in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder. Each of the Investors is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.
This descriptions of the above financing does not purport to be complete and are qualified in its entirety by reference to the financing documents, which are attached as exhibits hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
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Exhibit No.
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Description
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4.1
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Form of Subscription Agreement dated July 7, 2011
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4.2
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Form of 8% Secured Convertible Note dated July 7, 2011
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4.3
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Form of Common Stock Purchase Warrant dated July 7, 2011
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4.4
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Form of Security Agreement dated July 7, 2011
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GLOBAL INVESTOR SERVICES, INC.
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By:
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/s/ WILLIAM KOSOFF
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Name:
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William Kosoff
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Title:
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Acting Chief Financial Officer and Director
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Date:
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July 7, 2011
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Orem, Utah