INVESTVIEW, INC. (OTCMKTS:INVU) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 22, 2021, Investview, Inc., entered into Securities Purchase Agreements to purchase 100% of the business and/or outstanding equity interests of SSA Technologies LLC (“SSA”), an entity that owns and operates a FINRA-registered broker-dealer, and MPower Trading Systems LLC (“MPower”), the developer and owner of Prodigio, a proprietary software-based trading platform with applications within the brokerage industry. to these agreements, Investview has agreed to acquire each of the SSA and MPower businesses for the issuance of non-voting membership interests in Investview wholly-owned subsidiaries that are in the future redeemable for, respectively, 242,000,000 and 565,000,000 Investview common shares on a one-for-one basis. In connection with the closing under the Agreement, the redeemable membership interests being issued to the SSA and MPower equity holders, as well as the resulting shares of Investview common stock issued upon the exercise of such redemption rights, will be issued as shares of restricted securities issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. Following closing, Investview has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares issuable upon conversion of the membership interests.
These acquisitions are part of an overall strategy to expand the scope of Investview’s business to enable it to develop and operate a U.S. and non-U.S. brokerage and financial technologies services firm intended to deliver professional trading services catering primarily to a diverse base of self-directed (DIY) and active online brokerage investors, professional fund managers, buy-side professionals, registered investment advisors and other broker-dealers.
Each of SSA and MPower are controlled by persons who have an interest in Investview; with Joseph Cammarata, Investview’s Chief Executive Officer, being the majority owner of SSA Technologies, and James Bell and David Rothrock, two Investview directors, being the managers and majority owners of MPower. Following full disclosure of their interest in the transactions, the transactions were approved by the full Investview Board of Directors, including unanimous support by its two independent directors. The purchase price for each entity was determined through negotiations with the Investview directors without a conflicting interest in the transaction.
In addition to the usual and customary conditions, closing of the transactions is subject to: