10-K: Investview Reports Significant Revenue Decline, Net Loss

Investview, Inc. reported a 31% decrease in total revenue and a net loss for the fiscal year ended December 31, 2025, alongside ongoing legal and regulatory challenges.

Summary

• Total revenue decreased by $16.1 million, or 31%, from $52.4 million in 2024 to $36.3 million in 2025.
• Membership revenue contracted by $17.8 million (38%) due to shifts in consumer behavior and macroeconomic pressures.
• Mining revenue decreased by $1.9 million (36%) primarily due to the April 2024 Bitcoin Halving, increased network difficulty, and government-mandated energy curtailments.
• The company recorded a net loss from operations of $8.26 million and a net loss of $8.91 million for the year ended December 31, 2025.
• An administrative fine of PLN 14,668,589 (approximately $4 million USD) was accrued in 2025 by the Polish Office of Competition and Consumer Protection (UOKiK) for alleged pyramid-style promotional schemes in its direct selling unit.
• Cash and cash equivalents stood at $10.0 million as of December 31, 2025, down from $22.5 million in 2024.
• The company settled an SEC inquiry in January 2025, agreeing to pay a civil monetary penalty of $375,000.
• Investview acquired Opencash Securities LLC, an early-stage registered broker-dealer, in March 2024, and Renu Laboratories, Inc., a health, beauty, and wellness manufacturer, in October 2024.
• The company invested an aggregate of $3.25 million in a special purpose vehicle focused on next-generation nuclear power and infrastructure technologies during Q4 2025 and Q1 2026.
• A stock repurchase program authorized in March 2025 led to the repurchase of 12,489,710 shares for $246,898 during 2025.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with a negative sentiment due to significant revenue declines, a shift to net loss, substantial regulatory fines, and ongoing litigation, despite some strategic acquisitions and operational improvements.

Positives

• Successfully settled an SEC inquiry in January 2025, resolving a matter that had caused unfavorable publicity since November 2021.
• Acquired Opencash Securities LLC in March 2024, positioning the company to enter the online retail brokerage market, with an expected launch in Q2 2026.
• Acquired Renu Laboratories, Inc. in October 2024, marking an entry into the over-the-counter health, beauty, and wellness market, with plans to expand the product line.
• Implemented operational improvements in the SAFETek Bitcoin mining unit, including retiring less efficient miners and deploying high-efficiency ASIC miners, significantly reducing hash cost.
• Negotiated a 34% reduction in energy costs for Bitcoin mining operations in Q1 2026, aiming to improve operating performance.
• The Bitcoin mining unit has incurred no debt related to equipment purchases, providing financial flexibility.
• Initiated a stock repurchase program in March 2025, repurchasing 12,489,710 shares for $246,898 during the year, demonstrating a commitment to shareholder value.
• Made a strategic investment of $3.25 million in an early-stage nuclear power and infrastructure technology enterprise, aligning with long-term innovation goals.

Negatives

• Total revenue decreased by 31% to $36.3 million in 2025 from $52.4 million in 2024.
• Membership revenue, the largest segment, decreased by 38% ($17.8 million) due to consumer spending shifts and macroeconomic pressures.
• Mining revenue decreased by 36% ($1.9 million) primarily due to the Bitcoin Halving, increased network difficulty, and significant government-mandated power curtailments (up to 60%).
• Reported a net loss from operations of $8.26 million and a net loss of $8.91 million for the year ended December 31, 2025.
• Accrued a $4 million fine from the Polish Office of Competition and Consumer Protection (UOKiK) in December 2025 for alleged pyramid-style promotional schemes, which is currently under appeal.
• The brokerage and financial technologies business (Opencash) remains in the pre-commercialization phase, with its launch delayed for several years.
• The company is involved in ongoing litigation against Total Protection Plus (TPP) regarding a guaranteed asset buy-back program, with concerns about TPP's ability to honor commitments to customers.
• DBR Capital, an affiliate of the Chairman, holds convertible notes with high interest rates (20-38.5%) and significant conversion rights, potentially causing substantial dilution (up to 471 million shares, with a potential for an additional 814 million shares).
• DBR Capital retains significant control through special governance rights, including the right to appoint four of seven directors and approve material actions.
• The SEC settlement in January 2025 may limit the company's ability to raise private capital under common exemptions without an SEC waiver.
• The company's common stock price has been extremely volatile, and the expiration of lock-up agreements in April 2025 could lead to sales of substantial amounts of common stock (381 million shares and 565 million Class B Redeemable Units), potentially causing further price decline.
• A potential issuance of up to 203 million shares of common stock to former CEO Joseph Cammarata is possible if the company is unsuccessful in its legal position regarding his promissory note.

Risks

• Regulatory challenges from federal, state, and local governmental agencies in the United States and foreign countries regarding direct selling programs, which may be considered illegal pyramid schemes.
• Adverse impact from a legal proceeding initiated by a Polish governmental agency (UOKiK) alleging direct selling activities violate Polish laws, potentially leading to a substantial fine and cease and desist order, and cascading penalties throughout the European Union.
• Possible adverse impact from material customer claims if Total Protection Plus (TPP) fails to honor its obligation to underwrite, manage, and administer a guaranteed assets buy-back product.
• Dilutive impact upon the conversion of existing convertible notes purchased by DBR Capital, an affiliate of the Chairman, and potential future convertible loans from DBR Capital.
• Substantial interest expense incurred in servicing existing convertible notes from DBR Capital.
• Impact of special governance rights granting significant control to DBR Capital, including the right to appoint four of seven directors and approve material actions.
• Potential adverse effects if required to defend allegations that direct selling activities involving financial education products and services may involve the sale of unregistered securities.
• Risk of being unable to yield expected benefits from the planned development of a new Brokerage and Financial Markets business unit due to delays in platform start-up.
• Impact on the Bitcoin business unit due to reliance on a sole electrical source provider in Northern Europe and significant power supply curtailment (up to 60%) from low hydroelectric reservoir levels.
• Inability to recover from the downturn in the Bitcoin business during 2024 and 2025 due to adverse market conditions (energy curtailment, decreasing Bitcoin prices).
• Challenges in managing expensive and time-consuming legal proceedings, including regulatory proceedings and investigations.
• Contraction in revenues and net income of the Conectiv business unit due to regulatory pressures and macroeconomic influences.
• Risk of not yielding potential benefits from a significant private investment in a special-purpose vehicle developing next-generation nuclear power and infrastructure technologies.
• Potential adverse effects due to acceptance, disbursement, and holding of cryptocurrency, including additional tax and regulatory requirements and exchange rate risk.
• Impact of interested party transactions with certain officers and directors on business, operating results, and ability to obtain additional funding.
• Impact of adverse economic developments in the securities markets or the domestic or international economy in general.
• Possible disruptions in operations and potential liabilities resulting from cyber events.
• Inability to compete and grow in highly competitive markets in a cost-effective manner.
• Impact of climate change, including compliance with regulatory and legislative developments.
• Failure to comply with government regulations impacting health, beauty, and wellness products.
• Disruption in the supply chain and changes to tax or trade policy.
• Limitations on the ability to raise capital in private financing caused by the terms of the 2025 settlement with the SEC.
• Volatility of the market price of common stock.
• Potential decline in common stock trading price due to sales of substantial amounts of common stock following the expiration of lock-up agreements in April 2025.
• Inability to protect proprietary rights and prevent infringement on the proprietary rights of others.
• Concentration of illiquid assets (approximately 30% of net assets in a private investment opportunity), increasing volatility, investment, and market risk.
• Risk of being required to register as an investment company under the Investment Company Act if investments exceed 40% of assets (excluding cash and government securities).
• Risks associated with substantially all employees being employed by professional employer organizations (PEOs), including liability for PEO failures.
• Unfavorable publicity associated with the now-concluded SEC inquiry may persist.
• Risks relating to security or other system disruptions and failures that could reduce the attractiveness of websites and harm business.
• Need to introduce new products and services and enhance existing ones to remain competitive.
• Reliance on external service providers for key functions, exposing the company to their technological and operational risks.
• Liability and other costs relating to storage and use of personal information about users, including potential credit card fraud and new privacy legislation.
• Risk of being negatively affected by claims of unfair competition or unfair, false, or deceptive acts or practices in commerce.
• Success depends on external factors affecting the Bitcoin industry, including market price volatility, concentration of ownership, and potential for unethical/fraudulent transactions.
• Uncertainty in the further development and acceptance of digital asset networks and other digital assets.
• Transaction fees may decrease demand for Bitcoin and prevent expansion.
• Inability to grow hash rate in a cost-effective manner in a highly competitive market.
• Bitcoin Halving will reduce rewards, and its value may not commensurately adjust.
• Potential significant increase in VAT tax imposed on hosting services for Bitcoin mining operations.
• Limited operating history in the health, beauty, and wellness industry.
• Product recalls and product liability claims, with no assurance of adequate insurance coverage.
• Certain provisions of Nevada law and governing documents may inhibit a potential acquisition.
• Indemnification of directors and officers may limit stockholders' rights.
• Potential issuance of a substantial number of common shares to former Chief Executive Officer Joseph Cammarata if attempts to retire his note in cash are unsuccessful.
• The amount of authorized common stock may result in management implementing anti-takeover procedures by issuing new securities.
• Stockholders may not recoup all or any portion of their investment upon dissolution.

Future Outlook

The company anticipates a potential return to revenue growth in 2026, driven by redirecting its direct marketing business towards new health and wellness products, expected growth from the health and wellness unit, improved profitability in Bitcoin mining due to a new energy arrangement and stable Bitcoin prices, and the commercialization of the Opencash brokerage business. However, there are no assurances that these growth assumptions will be met.

Management Comments

• Management believes the direct selling business model operated in the Conectiv business is in material compliance with applicable legal standards.
• Management believes that during 2026, the improved cost structure in Bitcoin mining will enhance operational competitiveness and provide increased flexibility during periods of market volatility.
• Management believes the Opencash platform has the potential to become a competitive and scalable financial services offering that expands access, enhances transparency, and delivers meaningful value to customers worldwide.
• Management believes the investment in the nuclear energy enterprise offers significant long-term commercial potential contingent upon successful achievement of its milestones.
• Management believes its processes and controls are sufficient to ensure the consolidated financial statements for the year ended December 31, 2025, were fairly stated in accordance with U.S. GAAP.

Industry Context

StockSavvy.ai notes that Investview operates in highly competitive and rapidly evolving sectors. The direct selling industry faces ongoing regulatory scrutiny regarding pyramid schemes, as evidenced by the Polish UOKiK action. The cryptocurrency mining industry is subject to significant volatility from Bitcoin price fluctuations, network difficulty increases, and energy supply constraints, compounded by regulatory uncertainties and environmental concerns. The online brokerage market is also highly competitive, with numerous larger and better-capitalized firms. The health, beauty, and wellness market has low barriers to entry, leading to intense competition from established brands and private labels.

Comparison to Industry Standards

• The 38% decline in membership revenue for the direct-to-consumer marketing platform (Conectiv) suggests underperformance compared to general trends in the direct selling and home-based business sector, which experienced a broader slowdown but not necessarily declines of this magnitude.
• The 36% decrease in Bitcoin mining revenue, despite an increase in Bitcoin price, indicates significant operational challenges, particularly the 50% block reward reduction from the April 2024 halving and the 60% power curtailment, which is a more severe impact than many diversified miners might experience.
• The multi-year delay in commercializing the Opencash brokerage platform is a notable lag compared to the rapid development and deployment cycles seen in the broader fintech and online brokerage industry, where new platforms frequently emerge.
• The high interest rates (20-38.5%) on convertible notes from DBR Capital are significantly above typical corporate borrowing rates, even for smaller companies, highlighting a reliance on related-party financing under unfavorable terms.
• The special governance rights granted to DBR Capital, allowing it to appoint a majority of directors and approve material actions, are unusual for a publicly traded company and represent a concentration of control that deviates from best corporate governance practices for independent boards.

Management Changes

Corporate Governance

Legal Proceedings

• The company is appealing a formal administrative decision by the Polish Office of Competition and Consumer Protection (UOKiK) from December 2025, which imposed an administrative fine of PLN 14,668,589 (approximately $4 million USD) and a cease and desist order for alleged pyramid-style promotional schemes in its direct selling unit.
• An action in equity commenced on March 28, 2025, against Total Protection Plus (TPP) in Delaware Court of Chancery, seeking to compel TPP to fulfill commitments under a guaranteed assets buy-back program. The case was dismissed on procedural grounds in November 2025 and renewed in Delaware Superior Court in January 2026, with motions to dismiss currently pending.
• Outstanding commitments associated with the termination of former Chief Executive Officer Joseph Cammarata, including a promissory note of $1,550,000, which could result in the issuance of up to 203 million shares of common stock if the company's legal position is not sustained.

Related Party Transactions

• DBR Capital, LLC, wholly owned by Chairman David B. Rothrock, provided $3.3 million in convertible promissory notes with interest rates between 20% and 38.5% per annum, convertible into common stock at $0.007 per share, and holds special governance rights.
• DBR Capital had the right to lend up to an additional $7.7 million, with an amendment in February 2025 reducing interest rates for future advances, though DBR Capital elected not to proceed with a $2.0 million financing in August 2025.
• The company repurchased 302,919,223 common shares for $2,922,380 from former directors Mario Romano and Annette Raynor and their affiliates in September 2023.
• The company repurchased 472,374,710 common shares for $3,571,146 from Ryan Smith and Chad Miller and their affiliates in February 2024.
• The acquisition of a proprietary algorithmic trading platform from MPower in September 2021, a business controlled by directors David B. Rothrock and James R. Bell, involved the issuance of Class B Redeemable Units convertible into 565,000,000 common shares.

Stakeholder Impact

• Shareholders face significant dilution risk from the conversion of DBR Capital's convertible notes (up to 471 million shares, potentially an additional 814 million) and the redemption of MPower's Class B Units (565 million shares).
• Shareholders are exposed to stock price volatility, especially with the expiration of lock-up agreements allowing significant share sales.
• Customers of the direct selling unit in Poland may be impacted by the UOKiK's cease and desist order, potentially disrupting services.
• Customers who participated in the Total Protection Plus (TPP) program face uncertainty regarding promised cash payouts due to TPP's inability to honor commitments, potentially leading to commercial claims against the company.
• Employees are subject to risks associated with the company's reliance on a professional employer organization (PEO), including potential liability for PEO failures in tax or labor law compliance.
• Creditors, particularly DBR Capital, benefit from high interest rates on convertible notes, while the company's ability to attract third-party capital may be hindered by these terms and DBR Capital's significant control.

Next Steps

• Continue to appeal the Polish UOKiK administrative decision regarding direct selling practices.
• Continue legal proceedings against Total Protection Plus (TPP) in Delaware Superior Court to compel TPP to fulfill customer commitments.
• Evaluate operational adjustments in Poland to further demonstrate compliance with direct selling laws.
• Expand the myLife Wellness product line to enhance position in the health and wellness industry.
• Commercialize the Opencash online trading platform, with an expected market entry as early as Q2 2026.
• Maintain a disciplined strategy in Bitcoin mining, on-boarding additional hashing capacity when market conditions support further expansion.
• Evaluate strategic hosting infrastructure acquisition opportunities for Bitcoin mining that align with cost-optimization goals.
• Actively pursue a waiver from the SEC to mitigate limitations on raising private capital.

Key Dates

Recommendation

The company faces substantial headwinds, including a significant 31% revenue decline and a shift to a net loss in 2025. Ongoing regulatory challenges, such as the $4 million Polish UOKiK fine and the TPP litigation, present material financial and reputational risks. Furthermore, the heavy reliance on related-party financing from DBR Capital at high interest rates, coupled with the potential for massive shareholder dilution from convertible notes and Class B Unit redemptions, creates significant uncertainty. The delayed commercialization of the Opencash brokerage platform also indicates execution challenges in key growth areas. These factors collectively point to a highly speculative investment with considerable downside risk.

Keywords

Investview, INVU, 10-K, SEC filing, Financial results, Direct-to-consumer, Conectiv, Bitcoin mining, SAFETek, Brokerage services, Opencash, Health and wellness, Renu Labs, Revenue decline, Net loss, Regulatory fine, UOKiK, Litigation, Total Protection Plus, TPP, DBR Capital, Convertible notes, Dilution, Corporate governance, Related party transactions, Stock repurchase, Nuclear energy investment, Cryptocurrency, Market volatility, Risk factors