ITEM 5.02-DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION



          OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY

                        ARRANGEMENTS OF CERTAIN OFFICERS

On June 24, 2022, Investview, Inc. (the "Company") undertook to restructure unvested incentive equity awards previously granted to its senior leadership team. The Company's senior management team and board of directors unanimously agreed to surrender and terminate an aggregate of approximately 288 million outstanding unvested restricted shares in exchange for the issuance of options to purchase approximately 360 million shares, vesting in equal amounts over a five-year period, at an exercise price of $0.05 per share, or approximately a 66% premium over the closing price of the Company's shares on Thursday, June 23, 2022. The exercise price and number of options into which the unvested restricted shares were surrendered (based on an exchange ratio of 1.25 to 1) were established by an independent valuation firm engaged by the Company that applied relevant valuation methodologies in a manner consistent with the Company's recently completed December 31, 2021 audit. Of particular note, the shares issuable, if at all, upon exercise of the options, remain subject to the terms of the Company's existing lock-up agreement through April 2025. Copies of the related amendments to executive employment agreements and non-statutory option award and non-statutory option award agreements are attached hereto as exhibits (see Item 9.01).




                             ITEM 8.01-OTHER EVENTS

On June 27, 2022, the Company issued a press release, a copy of which is attached hereto as exhibit 99.01 (as modified to correct a typographical error: the Company's existing lock-up agreement expires in April 2025).




                  ITEM 9.01-FINANCIAL STATEMENTS AND EXHIBITS

The following are filed as exhibits to this report:





Exhibit
Number*                        Title of Document                          Location

Item 10   Material Contracts
10.110      Non-Statutory Option Award and Non-Statutory Option Award    This filing
          Agreement for David B. Rothrock #1

10.111      Non-Statutory Option Award and Non-Statutory Option Award    This filing
          Agreement for David B. Rothrock #2

10.112      Amendment to Employment Agreement with Victor Oviedo         This filing

10.113      Non-Statutory Option Award and Non-Statutory Option Award    This filing
          Agreement for Victor Oviedo #1




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Exhibit
Number*                         Title of Document                         Location
 10.114      Non-Statutory Option Award and Non-Statutory Option Award   This filing
           Agreement for Victor Oviedo #2

 10.115      Amendment to Employment Agreement with James R. Bell        This filing

 10.116      Non-Statutory Option Award and Non-Statutory Option Award   This filing
           Agreement for James R. Bell #1

 10.117      Non-Statutory Option Award and Non-Statutory Option Award   This filing
           Agreement for James R. Bell #2

 10.118      Amendment to Employment Agreement with Myles Gill           This filing

 10.119      Non-Statutory Option Award and Non-Statutory Option Award   This filing
           Agreement for Myles P Gill

 10.120      Amended and Restated Employment Agreement with Ralph        This filing
           Valvano

 10.121      Non-Statutory Option Award and Non-Statutory Option Award   This filing
           Agreement for Ralph Valvano #1

 10.122      Non-Statutory Option Award and Non-Statutory Option Award   This filing
           Agreement for Ralph Valvano #2

Item 99    Miscellaneous
 99.01       Press Release dated June 27, 2022                           This filing

Item 104   Cover Page Interactive Data File
  104      Cover Page Interactive Data File (embedded within the         This filing
           Inline XBRL)


 _______________

* All exhibits are numbered with the number preceding the decimal indicating the

applicable SEC reference number in Item 601 and the number following the

decimal indicating the sequence of the particular document. Omitted numbers in

the sequence refer to documents previously filed as an exhibit.






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