SEC Division of Corporation Finance no-action letter: Investview, Inc.

RYAN T. BECKER
Direct No: 215.299.2033
Email: rbecker@foxrothschild.com
Two Commerce Square, 2001 Market Street
Suite 1700
Philadelphia, PA 19103
215.299.2000 215.299.2150
www.foxrothschild.com
Attention: Erin Wilson
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3628
Re: In the Matter of Investview, Inc.
Dear Office of Enforcement Liaison:
We write on behalf of Investview, Inc. (“Investview” or the “Company”) in connection with the Company’s settlement with the United States Securities and Exchange Commission (the “SEC” or the “Commission”) relating to In the Matter of Investview, Inc. On January 17, 2025, the Commission issued an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and Imposing a Cease-and-Desist Order (the “Order”). The Order, among other things, requires Investview to “cease and desist from committing or causing any violations and any future violations of Sections 5(a) and 5(c) of the Securities Act.” On behalf of Investview, we hereby respectfully request a waiver1 of any disqualification of Investview that results from the entry of the Order pursuant to Rule 506 of Regulation D under the Securities Act of 1933 (the “Securities Act”).
I. BACKGROUND
Investview operates a diversified financial technology services company offering several different lines of business, including a business unit that provides financial educational tools, content and 1 Pursuant to Rule 506(d)(2)(ii), the Commission has the authority to grant a waiver “upon a showing of good cause and without prejudice to any other action by the Commission, if the Commission determines that it is not necessary under the circumstances that an exemption be denied.”

research, through a global distribution network of independent distributors; a business unit that offers digital products and services that support blockchain technologies and Bitcoin mining operations; and a business unit that manufactures and develops a collection of proprietary health, beauty and wellness products for our existing base of wholesale customers. Investview has recently adopted significant growth initiatives as they plan to expand their sales and marketing efforts by developing and offering proprietary products through their global distribution network of independent distributors. In addition, Investview plans to grow their brokerage side of the business as they are in the process of developing a business unit that will offer investors an online trading platform to enable self-directed retail brokerage services by integrating the early-stage online brokerage trading platform they acquired during March 2024, with the proprietary algorithmic trading platform they acquired in September 2021.These growth initiatives are essential for the continued expansion and diversification of Investview’s historic business model. The Order arises out of Investview’s sale of interests in the Apex Program from approximately July 2019 to June 2020. The Apex Program included packages consisting of a combination equipment purchase and lease-back agreement designed to provide an individual or company a fixed monetary monthly lease amount, based upon the cost of the equipment package, over a set period of time. The packages contained equipment hardware, software and firmware that utilized a proprietary algorithm to optimize the conditions for successfully mining Bitcoin and other data at high speeds. Upon purchase of a package in the Apex Program by an individual or company, the purchaser would lease the package to Investview for use in its crypto mining business unit, SAFETek, LLC. In return, the purchaser received a fixed lease payment of $500 per month for a lease term of 60 months for each package purchased, regardless of the success of the Bitcoin mining operation. The Order finds, among other points: (1) that from approximately July 2019 through June 2020, Investview engaged in the unregistered offer and sale of securities in the form of interests in a sale/leaseback program called the Apex Program; (2) that the interests in the Apex Program were not registered with the Commission and there were no available exemptions from registration; (3) that the offering materials for the Apex Program described that the interests would generate passive income for investors; (4) that Investview’s wholly-owned subsidiary SAFETek was responsible for the costs, operations, and liabilities associated with running and maintaining the mining equipment; (5) that Investview engaged in a general solicitation of investors when selling interests in the Apex Program and enlisted distributors who also engaged in general solicitation of the public when selling interests in
the Apex Program; (6) that Investview raised approximately $21 million from more than 500 investors from selling interests in the Apex Program; (7) that the

interests in the Apex Program were sold as investment contracts and therefore are considered securities under the test established in SEC v. W.J. Howey Co., 328 U.S. 293 (1946); and finally (8) that as a result of its actions in connection with the Apex Program, Investview violated Section 5(a) and 5(c) of the Securities Act for selling securities without a registration statement filed with the Commission. Without admitting or denying the findings in the Order, except as to the Commission’s jurisdiction over it and the subject matter of the proceedings, as part of the settlement Investview agreed to the issuance of the Order and to (1) cease and desist from committing or causing any violations and future violations of Sections 5(a) and 5(c) of the Securities Act; and (2) pay a civil money penalty of $375,000.
II. DISCUSSION
Investview understands that without a waiver, the issuance of the Order disqualifies it from relying on Rule 506 of Regulation D under the Securities Act. Disqualification from relying on Rule 506 of Regulation D for future financing activities could negatively impact the Company by impairing its ability to raise private capital to support its ongoing growth initiatives. The Commission can exercise its power to waive the disqualification if Investview shows good cause that such a disqualification is not necessary given all of the facts and circumstances related to this matter. Investview hereby requests the Commission, or the Division of Corporation Finance acting pursuant to delegated authority, to grant a waiver here since, we believe, as described below, evaluating the factors the Commission considers when deciding whether or not to grant a waiver, a waiver is appropriate under these circumstances. A. The Violation Involves the Offer and Sale of Securities The Order finds that the sale of interests in the Apex Program rendered them investment contracts that meet the definition of a security as set forth by the United States Supreme Court in SEC v. W.J. Howey Co., 328 U.S. 293 (1946). B. The Conduct at Issue Does Not Involve a Criminal Conviction Nor Is It a Scienter￾Based Violation The Order is an administrative order and does not involve a criminal conviction or criminal misconduct on the part of Investview or any director or officer currently involved with Investview.

Indeed, there are no findings of fraud in the Order. Therefore, Investview is not subject to the higher burden in showing good cause that a waiver is justified.
C. The Duration of the Conduct at Issue
The duration of the conduct at issue as covered by the Order was short, as it took place over the course of a year, from July 2019 to June 2020. D. Who Was Responsible for the Misconduct None of the individuals who were the architects of the Apex Program are currently employed by, or associated with, Investview. In fact, when the SEC first reached out to Investview in connection with the Subpoena it issued in November 2021, it raised concerns about two principals, who, at the time, were running the day-to-day operations of the Company. Investview took the SEC’s concerns seriously, and on January 6, 2022, the Company entered into a Separation and Release Agreement with said individuals, ensuring that they were no longer in a decision-making role at Investview. Ultimately, after a series of share repurchases, neither individual has any continuing interest in the management, operations, employment, or share ownership in the Company. The current management team at Investview did not come to the Company until after the Apex Program was conceived and launched by former Investview personnel. The current management team started in April 2020, and after a brief period within which they evaluated then ongoing Company initiatives and obligations, including the Apex Program and its related obligations, in June 2020 they decided to discontinue the Apex product offering (which included all lease payments under executed lease agreements). The new management team (still in place today) then directed extensive efforts to ensure that Apex Program customers were made whole from their purchases. Further, the misconduct identified in the Order does not reflect more broadly on the Company as a whole. The Order covers activity related to one discrete product, the Apex Program, that was offered for only one year (July 2019-June 2020). It does not implicate any other portions of Investview’s business. None of Investview’s current officers and directors are implicated in the Order, nor were they involved in the design or launch of the product. Accordingly, the factor regarding whether or not Investview ignored warning signs or set a poor tone at the top is not applicable here to form a basis for denial of the waiver.

E. Description of the Remedial Steps Taken
Beginning in 2020, the Company took steps to compensate its customers (whether individual or corporate entity purchasers) who purchased interests in the Apex Program directly from Investview. Under the direction of current Investview management, and in order to prevent Apex Program direct purchasers from suffering the financial losses of the unexpected failure of the Apex Program, Investview embarked on a comprehensive, months-long campaign to negotiate buyouts of the lease agreements with every single individual and corporate entity direct purchaser, giving those direct purchasers a new promissory note from SAFETek that included a repayment of each direct purchaser’s initial purchase cost plus an additional 25% balloon payment at the end of the note term, all due on or before December 31, 2024. These efforts ensured that each direct purchaser ultimately received more than their original purchase cost of their interests in the Apex Program. Investview reached a resolution with every direct purchaser who bought an interest in the Apex Program from Investview. To date, to Investview’s knowledge, none of the direct purchasers – individuals or corporate entities alike – are out-of-pocket any money based on their purchase of interests in the Apex Program from Investview. During the fourth quarter of 2023, Investview further offered to accelerate the payments to all note holders by offering them an early payoff option. By December 31, 2023, the Company repaid or settled approximately $18.4 million of the outstanding principal amount owed on the promissory notes, and for promissory notes not already repaid or settled, by December 31, 2024, all amounts owed under the promissory notes were repaid in full, including a 25% premium. In addition to the financial measures taken to remediate any possible losses incurred by the customers who purchased interests in the Apex Program, the Company has taken significant steps to remediate the possibility that any further violations of the Securities Act could occur. Between November 2021 and February 2022, the Company experienced a significant change in management control as the individuals who were responsible for the design and offering of the Apex Program were replaced with a new management team that was more experienced in the securities industry. The Company then engaged experienced securities counsel that Company management and the Board of Directors actively consult on various topics, including, but not limited to, on all matters relating to the offer and sale of securities. To further institutionalize that practice and ensure it continues going forward, on August 13, 2025, the Company’s Board of Directors adopted a formal policy statement by which the Company is now required to consult with, and seek the advice of, outside counsel competent in matters of securities law on all matters relating to the issuance of any securities. Under the Company’s current practices, as codified by

its policy statement, the chances of a recurrence of a violation of Section 5 of the Securities Act are significantly mitigated by these measures. F. Disqualification Will Have a Negative Impact on Investview Investview is currently disqualified from relying on Regulation D for five years from entry of the Order. As an early-stage business enterprise seeking to finance its growth initiatives through, among other things, raising capital through private placement offerings, a disqualification negatively impacts its plans to access capital. Investview needs access to such capital in order to further its current product offerings, hire new employees, and pursue new lines of business that will benefit its customers and shareholders. It is far more efficient to access the capital markets through reliance on Rule 506 of Regulation D as opposed to the alternative, Section 4(a)(2) of the Securities Act. Without the benefit of this waiver, Investview will need to rely on the exemption provided pursuant to Section 4(a)(2) of the Securities Act to raise funds in private securities offerings. In the Company’s experience, its potential investment partners prefer to invest through Rule 506 of Regulation D offerings as opposed to Section 4(a)(2), since Rule 506 offerings provide certainty to investors regarding the timing and regulatory compliance associated with ordinary course private offerings. Section 4(a)(2) offerings, on the other hand, do not have the benefit of the Federal preemption of state registration requirements. Accordingly, any private offerings would have to comply with the individual blue-sky requirements of each state within which a potential investor may reside. This would require Investview to conduct an analysis of various state blue sky laws and ultimately secure a private offering exemption for the offering in multiple states or be caused to register the offering in multiple states. Researching the laws of various states and analyzing the path to an exemption or registration under that scenario would not only delay the offering but would also increase the Company’s expenses. Furthermore, in addition to the administrative delays and logistical obstacles that this could create, many states have stringent requirements regarding the number of permitted investors and disqualification provisions that apply to private offerings, that largely mirror the Rule 506 disqualification criteria. Accordingly, the Company could be prejudiced by having to follow a longer and more tedious registration scenario in each state, adding to further costs and delays that could adversely impact the Company’s ability to raise capital.

III. REQUEST FOR WAIVER
In light of all of the circumstances surrounding the entry of the Order, the Company respectfully submits that it has met the good cause standard required for the Commission to approve a waiver. Investview respectfully requests that the Division recommend to the Commission, or the Division of Corporation Finance acting pursuant to delegated authority, pursuant to Rule 506(d)(2)(ii), to waive the disqualification provisions in Rule 506 of the Securities Act. We appreciate the Commission’s consideration of this request. If you require any further information in connection with this request, or have any questions, I would be happy to speak to you at your convenience. Respectfully submitted, Ryan T. Becker