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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): January 28, 2026
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 28, 2026, Robert Verdun was appointed to the Board of Directors (the “Board”) of Investview, Inc. (the “Company”).
Mr. Verdun is expected to contribute valuable advice on strategic growth to the Board as a serial entrepreneur and experienced corporate
director and advisor to public and private companies.
Mr.
Verdun, age 60, currently serves as Chief Executive Officer of Scaling Up Network LLC, a global organization providing executive coaching
services to mid-market companies. He is also a Senior Partner at Solyco Capital, a private equity firm with approximately $300 million
in capital under management. Mr. Verdun has served since December 2020 as a member of the Board of Directors of United Wholesale Mortgage,
and more recently, as the Chair of their Audit Committee. United Wholesale Mortgage is an NYSE listed wholesale mortgage lender that,
among other lines of business, underwrites loans for independent brokers, and as of 2024 was the largest mortgage lender in the United
States. Since June 2025, Mr. Verdun has also been a member of the Board of Directors of Medwatch Technologies, the first non-invasive
health management platform, combining breakthrough biosensing and AI coaching to deliver a comprehensive proactive health management
experience. Prior to that, Mr. Verdun served on the Board of Directors of Slang Worldwide Inc., a Canadian public company focusing on
consumer-packaged cannabis goods, from July 2020 to November 2021. Mr. Verdun’s other professional endeavors include serving as
Founder and President, of Computerized Facility Integration LLC, a management consulting and enterprise technology services provider
that was sold to Cantor Fitzgerald in 2015. Among other professional accomplishments, Mr. Verdun has held leadership roles within the
Young Presidents’ Organization (YPO), including Past President of YPO Detroit and current President of YPO Fort Lauderdale, and
was an award winner of the Ernst and Young Entrepreneur of the Year award in 2010 and 2014, and was a Graduate of the Massachusetts Institute
of Technology (MIT) Entrepreneurial Master’s Program.
Mr.
Verdun has been appointed to the Board by David B. Rothrock, in his capacity as Chairman (the “Designating Person”), and
pursuant to certain designation rights under the terms of a Voting Agreement between DBR Capital, an affiliate of Mr. Rothrock, the Company
and certain key holders of our common stock dated April 27, 2020, and amended November 9, 2020, which grants Mr. Rothrock the authority
to appoint and remove certain “Investor Directors” (as defined therein). Mr. Verdun’s appointment and continued service
on our Board is subject to the Company’s charter and other governing documents, the laws of the State of Nevada, the occurrence
of certain cause-related events identified in his appointment letter with the Company, as well as the right of Mr. Rothrock to remove
or replace him. Also, as a director of a Nevada corporation, Mr. Verdun will be eligible to serve on our Board subject to election or
reelection by the Company’s stockholders (or the applicable class or series thereof) at our next annual meeting, and at any subsequent
meeting at which he is nominated to stand for election.
In
connection with his appointment to the Board, Mr. Verdun was granted, on January 28, 2026, an option to purchase 25,000,000 shares of
the Company’s common stock at an exercise price of $0.05 under the Investview, Inc. 2022 Incentive Plan. 5,000,000 shares vest
on each of February 5, 2027, February 5, 2028, February 5, 2029, February 5, 2030, and February 5, 2031, and in each case so long as
he is a director or covered person of the Company as of such date. As a member of the Board, Mr. Verdun will receive customary non-employee
director compensation and participate in plans and policies on the same basis as the Company’s other non-employee director, as
described under the heading “Directors’ Compensation” in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2024.
Other
than as disclosed above, there are no arrangements or understandings between Mr. Verdun and any other persons pursuant to which he was
selected as a director and no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transactions,
in which the Company was or is to be a participant and in which Mr. Verdun or any related person had or will have a direct or indirect
material interest that would be required to be disclosed under Item 404(a) of Securities and Exchange Commission Regulation S-K.
Item
7.01 Regulation FD Disclosure.
The
Company announced the election of Mr. Verdun as a director in a press release issued on February 3, 2026, which is attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The
information furnished under this Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the
Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| No. |
|
Description |
|
Location |
| |
|
|
|
|
| 99.1 |
|
Press
release dated February 3, 2026 |
|
This
filing |
| |
|
|
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
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:
February 3, 2026 |
By: |
/s/
Ralph Valvano |
| |
|
Ralph
Valvano |
| |
|
Secretary/Chief
Financial Officer |
