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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): October 24, 2024
INVESTVIEW,
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-27019 |
|
87-0369205 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
521
Lancaster Avenue,
2nd
Floor
Haverford,
PA |
|
19041 |
(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 exchange 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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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
8.01 Other Events.
Purchase
of Company Shares in a Private Transaction
On
October 25, 2024, Investview, Inc. (the “Company”) entered into an agreement (the “Agreement”) with three non-affiliate
shareholders (the “Sellers”) to repurchase in a private transaction a total of 121 million shares of the Company’s
common stock (the “Purchased Shares”). The Purchased Shares represent approximately 6.5% of the Company’s outstanding
shares.
The
Purchased Shares were initially issued to the Sellers in 2017 in connection with a commercial transaction with the Company (the “2017
Issuance”). Upon the closing under the Agreement, the Purchased Shares are to be acquired by the Company for surrender and cancellation
at a discount to the closing price of the Company’s common stock on the date of the Agreement (the “Purchase Price”).
In addition to reducing the Company’s outstanding shares from 1,859,231,786 to 1,738,231,786, the Company entered into the Agreement,
in part, to resolve a dispute related to the 2017 Issuance.
The
transactions contemplated by the Agreement are scheduled to close subject to the satisfaction of customary closing conditions, including
the delivery of the Purchased Shares to the Company. In addition to customary purchase and sale terms, under the Agreement, the Sellers
agreed to provide a customary release to the Company and its affiliates; as well, they agreed to certain customary standstill, non-disparagement
and non-solicitation covenants. Following closing, the Purchase Price is payable in a series of 10 equal consecutive quarterly payments.
Acquisition
of Renu Laboratories Inc.
On
October 24, 2024, the Company issued a press release announcing its acquisition of Renu Laboratories Inc., a manufacturer of proprietary
and other health, beauty and wellness products. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Cautionary
Note Regarding Forward-Looking Statements
All
statements in this report on Form 8-K that are not based on historical fact are “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which
are based on certain assumptions and describe our future plans, strategies, and expectations, can generally be identified by the use
of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,”
“seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or
other comparable terms. Forward-looking statements in this Current Report on Form 8-K include statements regarding the closing of the
transactions contemplated by the Agreement, including the Company’s repurchase of the Purchased Shares, delivery of the Purchased
Shares and payment of the Purchase Price. These forward-looking statements are based on the Company’s current beliefs and assumptions
and information currently available to the Company and involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance, or achievements of the company to be materially different from any future results, performance or achievements
expressed or implied by these forward-looking statements, including risks and uncertainties surrounding the ultimate closing under the
Agreement as the closing remains subject to the satisfaction of customary closing conditions that cannot be assured; as well as any uncertainties
to which the Company is subject; particularly given the risk factors that are identified in the Company’s public reports filed
with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year-ended December
31, 2023, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking statements made herein speak only as of
the date of this report, and the Company assumes no obligation to update any such forward-looking statements to reflect actual results
or changes in expectations, except as otherwise required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
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.
|
INVESTVIEW,
INC. |
|
|
|
Dated:
October 31, 2024 |
By: |
/s/
Ralph Valvano |
|
|
Ralph
Valvano |
|
|
Secretary/Chief
Financial Officer |
Exhibit
99.1
Investview,
Inc. (“INVU”) Announces the Acquisition of Renu Laboratories Inc., a manufacturer of proprietary and other health, beauty
and wellness products.
Company
to launch a new health and wellness business intended to expand existing lines of business and take advantage of established distribution
channels.
Haverford,
PA, October 24, 2024 -- Investview, Inc. (OTCQB: INVU), a diversified financial technology company that through its subsidiaries and
global distribution network provides financial technology, education tools, content, research, and a digital asset technology company,
which develops, operates, and supports blockchain technologies, with a focus on the Bitcoin blockchain ecosystem and the generation of
digital assets, announced today that it has recently completed the acquisition of Renu Laboratories, Inc., a manufacturer of proprietary
and other health, beauty and wellness products (“Renu Labs”). The terms of the acquisition were not disclosed.
“This
acquisition is an exciting milestone for our company’s strategic growth plans,” said Victor Oviedo, Investview CEO. “The
combination of Renu Labs with our existing businesses is intended to further support our mission and vision at Investview to create and
offer unique quality of life (QoL) products and services to help people realize their greatest potential through better financial literacy,
technology and accessibility, blockchain sustainability, and now a personal health and wellness lifestyle.”
Strategic
rationale behind the merger:
Victor
Oviedo, Investview CEO commented, “through its principal and Founder, Gregg Hanson, an experienced veteran in the industry, Renu
Labs has been able to develop a catalog of proprietary and third-party skin, body, hair, nutritional supplement, and personal care products.
Following the Company’s integration of the Renu Labs business, the Company plans to operate through a unique B2C direct-to-consumer
marketing and product sales delivery model under its newly formed myLife Wellness business unit. We expect that the combination of the
Renu Labs business with our global network marketing model will enable us to expand and enhance our customer retention and increase the
value of the Company’s iGenius global network to its affiliates and customers.”
“Our
sales force and consumers are expected to benefit from commercialization of the Renu Labs unique proprietary wellness products namely,
Renu by myLife Wellness “advanced peptide wrinkle corrector serum,” “eye lift and tuck serum,” and its “high
potency advanced day and night peptide and collagen renewal serum” for both woman and men.”
Jim
Bell, Investview President/ COO added, “the Renu acquisition is a great addition to the Company in multiple ways. It not only adds
a proven brand and a collection of proprietary health and wellness products, but most importantly, from a strategic perspective, it positions
us to take the first step in the planned diversification of the Company’s business into the expanding health and wellness markets
while taking advantage of our existing national and international distribution channels to do so.”
“Furthermore”,
Mr. Bell added, “we were looking for just the right partner to form the platform for our strategic growth initiative. With Renu
Labs’ nearly three decades of experience in the health and wellness space, we believe Gregg Hanson and Renu Labs are the right
partners. It is our expectation that the myLife Wellness/Renu platform will not only enhance our future financial results but will also
help consumers achieve a better personal health and wellness lifestyle which aligns with our Company’s Mission and Vision.”
Investview
expects the Renu acquisition to be revenue accretive as early as the 4th quarter of 2024 - 1st quarter 2025.
Underlying
the expected synergies are the following factors:
| ● | Expanded
Product Line: Renu Labs’ advanced peptide serums and personal care products are
expected to complement Investview’s iGenius platform, enhancing customer offerings. |
| ● | Market
Expansion: Investview’s iGenius subsidiary has more than 15,000 global customers
and members, including more than 17,000 alumni of the same, creating an attractive, immediate
cross-selling opportunity. |
| ● | Operational
Synergies: The merger in conjunction with the Company’s capital investment will
enhance product development and innovation and is expected to increase recurring revenue
through the Company’s existing direct-to-consumer model. |
| ● | Proven
Industry Expertise: Renu Labs has over 30 years’ experience as a recognized OTC
skin care manufacturer specializing in private label and contract manufacturing of high-quality
skin, body and hair care and other OTC products, and operates as an FDA-registered and cGMP-compliant
facility. |
Gregg
Hanson, Founder and President of Renu Labs commented, “Joining forces with Investview marks a pivotal moment for us. This partnership
will allow us to accelerate innovation and to bring more unique, high-quality wellness products to the global health and wellness market.
At Renu Labs, we have worked to create and offer innovative high quality proprietary skin, body and hair care wellness products for our
customers. We are excited to be part of a larger organization that shares the same commitment to our core customer values. Together,
we plan to accelerate our innovation and offer more unique quality of life (QoL) health and wellness products to our customers, while
also closely integrating our products and marketing with the already robust iGenius sales and marketing network. That is good news for
Renu customers, suppliers and employees.”
Victor
Oviedo concluded, “We are consistently taking a diversified approach to our innovation, strategic partnerships, global expansion
and corporate citizenship to fuel sustainable, long-term growth, which we strive for and seek to achieve year-over-year. We believe that
the strength of our balance sheet and cash position, along with our consistent focus on our core fundamentals, will generate sustainable
long-term value for all stakeholders.”
About
Investview, Inc.
Investview,
Inc., a Nevada corporation, operates a financial technology (FinTech) services company, offering several different lines of business,
including a Financial Education and Technology business that delivers a series of products and services involving financial education,
digital assets and related technology, through a network of independent distributors; and a Blockchain Technology and Crypto Mining Products
and Services business, including leading-edge research, development and FinTech services involving the management of digital asset technologies
with a focus on Bitcoin mining and the new generation of digital assets. In addition, we are in the process of creating a Brokerage and
Financial Markets business within the investment management and brokerage industries by, among others, commercializing on a proprietary
trading platform we acquired in September 2021. For more information on Investview, please visit: www.investview.com.
Forward-Looking
Statement
All
statements in this release that are not based on historical fact are “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based
on certain assumptions and describe our future plans, strategies, and expectations, can generally be identified by the use of forward-looking
terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,”
“intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms.
These forward-looking statements are based on Investview’s current beliefs and assumptions and information currently available
to Investview and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or
achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these
forward-looking statements. Our forward-looking statements expect, among others, that we will be able to integrate the historic operations
of Renu on a timely basis and in the absence of unexpected delays or difficulties, that Renu will be able to increase the scale and scope
of its operations and product offerings beyond its historic levels through use of our expansion capital and by taking advantage of our
existing sales and marketing channels. We plan to do this by, among others, investing the funds we believe are necessary to develop at
Renu the infrastructure necessary to achieve these goals. This includes, among others, the on-boarding of additional sales, marketing,
customer support and product development personnel, and the development and implementation of a corresponding marketing strategy. Despite
our best efforts, there can be no assurance that we will be able to achieve these objectively on a timely basis, if at all, as there
can be no assurances that we will be able to expand Renu’s historic scope and scale of operations, and absent such expansion, the
acquisition would only be modestly accretive, if at all. More information on potential factors that could affect Investview’s financial
results is included from time to time in Investview’s public reports filed with the U.S. Securities and Exchange Commission, including
the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking
statements made in this release speak only as of the date of this release, and Investview, Inc. assumes no obligation to update any such
forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.
Investor
Relations
Contact:
Ralph R. Valvano
Phone
Number: 732.889.4300
Email:
pr@investview.com
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