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): November 9, 2020

INVESTVIEW, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Exchange Act: None

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 November 9, 2020, Investview, Inc., and DBR Capital, LLC, completed a third closing under the Securities Purchase Agreement originally entered into between the parties on April 27, 2020. At the third closing, DBR Capital purchased a $1,300,000 convertible secured promissory note. The promissory note is due on April 27, 2030, bears interest at the rate of 25% per year, is convertible into Investview’s common stock at a conversion price of $0.007 per share if certain benchmarks relating to the trading price and volume of the common stock are met, and is secured by the Guaranty and Collateral Agreement entered into between the parties as of May 15, 2020.

As part of the third closing, certain agreements previously entered into were amended as follows:

Additionally, certain founders of Investview entered into a Pledge Agreement, pledging certain common stock of their own as security to DBR Capital in the event of a default under the convertible promissory notes.

Investview has agreed to register DBR Capital’s resale of the shares to be issued upon conversion of the November 9, 2020, convertible note, the additional shares to be issued upon conversion of the April 27, 2020, and May 27, 2020, amended and restated notes, and any additional shares acquired by DBR Capital under the Amended and Restated Securities Purchase Agreement and the Pledge Agreement.

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 and Item 5.02 below. The convertible promissory note was issued as the result of 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 5.02— DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

In connection with the transactions described above, Investview agreed to compensate its board members as follows:

ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

The following are filed as exhibits to this report:

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.