MV Portfolios, INC. (OTCMKTS:MVPI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.Entry into a Material Definitive Agreement.

On November 29, 2016, MV Portfolios, Inc. (the Company) entered
into a Securities Purchase Agreement (the Purchase Agreement)
with certain accredited investors (as defined in Rule 501(a) of
the Securities Act of 1933, as amended, the Securities Act) (the
Investors) relating to the issuance and sale of 10,000,000 shares
of the Companys common stock (Common Stock) and warrants (each a
Warrant and collectively, the Warrants) to purchase 5,000,000
shares of Common Stock (the Warrant Shares) at an initial
exercise price of $0.06 per share for aggregate gross proceeds of
$200,000. Of the foregoing 10,000,000 shares of Common Stock, the
Company issued 3,775,000 shares on November 29, 2016 and entered
into an agreement to issue the remaining 6,225,000 shares of
Common Stock to an Investor if, and only if, such Investors
beneficial ownership of the Common Stock does not exceed 9.99%.

In connection with the offering, the Company retained a
registered FINRA broker dealer (the Placement Agent) to act as
the placement agent. For acting as the placement agent, the
Company agreed to issue the Placement Agent 800,000 shares of
Common Stock and warrants to purchase 400,000 shares of Common
Stock, which warrants are identical to the Warrants issued to the
Investors. The Company intends to use the net proceeds from the
offering primarily for working capital. The securities were
offered and sold to an exemption from registration under Section
4(2) and Regulation D of the Securities Act.

Warrants

The Warrants entitle the holders to purchase shares of Common
Stock at any time on or after the date of issuance until the
sooner of: (i) two years after the Reporting Compliance Date
(defined below), or (ii) the four-year anniversary of the
issuance date. The Reporting Compliance Date means the date on
which the Company shall become current with its reporting
obligations under Section 12(g) of the Securities Exchange Act of
1934, as amended.

The Warrants have an initial exercise price per share of $0.06
per share; provided that the Warrants provide for full ratchet
anti-dilution protection in case of any issuances of Common Stock
below the exercise price (with limited exceptions) (a Dilutive
Issuance), such that the exercise price will be reduced to the
price per share in the Dilutive Issuance and the number of
Warrant Shares issuable hereunder shall be increased such that
the aggregate exercise price payable hereunder, after taking into
account the decrease in the exercise price, shall be equal to the
aggregate exercise price prior to such adjustment.

In addition, if the Company incurs a Filing Compliance Default,
the exercise price of the Warrants will be reduced to $0.001 per
share, and the number of Warrant Shares shall be increased as
described in the foregoing paragraph, except that the maximum
amount of Warrant Shares to be issued in connection with a Filing
Compliance Default shall not exceed in the aggregate for all
holders of Warrants issued on the Closing Date to the Purchase
Agreement, 25% of the Common Stock and Common Stock equivalents,
including but not limited to management options, outstanding on
the date of occurrence of such Filing Compliance Default on a
fully diluted basis excluding certain exempt issuances. A Filing
Compliance Default shall be deemed to have occurred if the
Companys Reporting Compliance Date is after 120 days from the
execution date of the Purchase Agreement.

Purchase Agreement

to the Purchase Agreement, until the later of the time that the
Warrants are no longer outstanding or two years after the
Reporting Compliance Date, the Company granted the Investors
anti-dilution protection with respect to the shares of Common
Stock purchase in the event that the Company issues or sells any
shares of Common Stock or any Common Stock equivalent at a price
less than $0.02 per share.

to the Purchase Agreement, at any time commencing on the 120th
day after the closing date, if the Company shall fail for any
reason to satisfy the current public information requirement
under Rule 144(c) (a Public Information Failure) then the Company
agreed to pay to the Investors, in cash, as partial liquidated
damages and not as a penalty, an amount in cash equal to 2% of
the aggregate purchase price of the securities purchased and the
purchase price of the Warrant Shares held by such Investors on
the day of a Public Information Failure and on every 30th day
thereafter until the date such Public Information Failure is
cured.

to the Purchase Agreement, with limited exceptions, until the
later of the time that the Warrants are no longer outstanding or
two years after the Reporting Compliance Date, upon any proposed
issuance by the Company of Common Stock or Common Stock
equivalents, the Investors shall have the right to participate in
up to an amount of the financing equal to 50% of such financing
on the same terms, conditions and price provided for in the
financing.

to the Purchase Agreement, the Company agreed, with limited
exceptions, without the consent of the Investors not to issue any
shares of Common Stock or Common Stock equivalents; unless the
Common Stock is sold at an effective cash price equal to or
greater than $0.022 per share (subject to adjustment for stock
splits, stock dividends and similar events) at one or more
closings at which the Company receives net proceeds of not less
than $1,000,000 and to the extent Common Stock equivalents are
issued the holder may not be granted the right to acquire Common
Stock at a price per share of Common Stock less than the exercise
price of the Warrants (without giving effect to any anti-dilution
reductions) (such permitted offering, a Material Offering). The
restrictions set forth in this paragraph shall continue until the
soonest to occur of (i) the Investors and their assigns
collectively own less than 25% of the Common Stock purchased,
(ii) a sale of the Company occurs at price of at least $0.10 per
share, (iii) one year after the Reporting Compliance Date, or
(iv) the closing of a Material Offering.

to the Purchase Agreement, until the later of the time that the
Warrants are no longer outstanding or two years after the
Reporting Compliance Date, the Company agreed not to enter into
any equity line of credit or similar agreement or any variable
rate transaction (each as defined in the Purchase Agreement).

The foregoing description of the offering does not purport to be
complete and is qualified in its entirety by reference to the
Purchase Agreement and the Warrant, copies of which are being
filed as Exhibit 10.1 and Exhibit 4.1 hereto and are incorporated
herein by reference.

Item 3.02Unregistered Sales of Equity
Securities.

The information provided in Item 1.01 of this Form 8-K report is
incorporated by reference into this Item 3.02. The Company issued
the Shares and Warrants in reliance on the exemption from
registration provided under Section 4(a)(2) of the Securities Act
of 1933, as amended.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

(1) Incorporated by reference to the corresponding exhibits filed
on the Form 8-K filed November 23, 2016.

About MV Portfolios, INC. (OTCMKTS:MVPI)

MV Portfolios, Inc. (MVP) is an intellectual property investment, development and licensing company. The Company assists universities and inventors with their mobile applications and smartphone technology intellectual property (IP). MVP holds a series of patents related to street level imaging and location based services. Visual Real Estate, Inc. is a subsidiary of the Company. The Company has knowledge and resources in creating distribution channels to reap the value of university innovations. The Company, along with various universities, is engaged in developing functional proof of concepts to attract the attention of global enterprises; funding multiple universities working on overlapping patents to build out a platform for industry deployment, and providing ongoing financial, business and technology development resources and expertise to help university inventors and technology transfer offices.

MV Portfolios, INC. (OTCMKTS:MVPI) Recent Trading Information

MV Portfolios, INC. (OTCMKTS:MVPI) closed its last trading session 00.0000 at 0.0250 with 25,000 shares trading hands.