Investview, Inc.: Form 10-Q for the period ended Mar 31, 2026

Forward-Looking Statements

All statements in this Report that are not based on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. These forward-looking statements are based on management’s current beliefs and assumptions and information currently available to management and involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Our forward-looking statements expect that we will be able to expand the scope and scale of our Conectiv network, despite the reductions in revenue experienced by this business segment during 2025, and followed by the more significant contraction in the business that occurred during Q1 of 2026. These expectations assume that our recent onboarding of certain other direct selling networks will result in material additional sales growth, even though no such sales growth can be assured as these other direct selling networks that we onboarded consist solely of independent distributors who are not contractually or otherwise required to sell any Conectiv products or services. Our forward-looking statements also assume that we may be able to monetize certain of our private investment units at a profit, even though we have neither secured the formal written consent of our SPV sponsor to that effect; neither have we secured any formal commitment for the purchase of those units. Growth is also expected from our Manufacturing and Development of Health, Beauty and Wellness Products Segment, as we continue to seek out and onboard additional products for sale, even though we have over time experienced reduction in sales of that business unit and have no customer or other sales commitments upon which to base that expectation. Our forward-looking statements also expect that we will ultimately be able to develop retail brokerage operations at Opencash, although it is currently in the pre-revenue and early stage of its operations. We plan to do this by, among others, investing the funds we believe are necessary to develop the infrastructure necessary to achieve retail operations. This includes, among others, the onboarding of customer support personnel and software developers, the development and implementation of a marketing strategy, the securing of necessary securities clearing arrangements, and the continued development of the online Opencash trading platform and completing its integration with the proprietary algorithmic trading platform we acquired in September 2021. Despite our best efforts, there can be no assurance that we will be able to achieve these objectives on a timely basis, if at all, as the development of an early-stage securities brokerage business involves inherent regulatory and operational risks and uncertainties, including the uncertain ability of us to integrate the Opencash investment platform application with the proprietary algorithmic trading platform we acquired in September 2021, particularly as the platform we acquired in 2021 has not been placed in commercial service since 2021; thus, any such integration could be subject to IT-related and commercial risks. Furthermore, all of our forward-looking statements presume that we will be able to continue to operate as a going concern in the long-term. As noted in our Quarterly Report on Form 10-Q for the period ended March 31, 2026, should we be unable to monetize all or a portion of our private investments at the amounts we believe are reflective of market value, and should our strategic initiatives fail to mitigate our losses from operations or otherwise achieve their targeted objectives, then in the absence of our ability to access additional debt or equity capital, our ability to sustain our operations in the long-term as a going concern may be subject to doubt. More information on potential factors that could affect our financial results is included from time to time in our public reports filed with the U.S. Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking statements made in this release speak only as of the date of this release, and we assume no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.

Business Overview

We operate a diversified series of business units across key sectors, including a direct-to-consumer (“DTC”) marketing platform designed to promote, sell, and distribute its products and services through a global network of independent distributors directly to end users without reliance on traditional retail intermediaries; a manufacturing, marketing, and sales division focused on proprietary over-the-counter aesthetics, health, nutrition and cognitive wellness products for distribution across wholesale and retail markets through our DTC marketing platform and otherwise; an early-stage online trading platform that intends to offer self-directed retail brokerage services; and a business unit that owns and operates a sustainable blockchain business focused on bitcoin mining.

Results of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Revenues

(unaudited)

(unaudited)

During the three months ended March 31, 2026, our financial results were adversely affected as we experienced significant headwinds across virtually all of our operating segments. Most significantly, our DTC marketing platform experienced a year-over-year 65% reduction in quarterly revenue, from $8.8 million to $3.1 million, which we believe is directly attributable to a contraction of our European marketing network in response to the December 2025 formal administrative decision issued by UOKiK, Poland’s Office of Competition and Consumer Protection. Our Q1 2026 results were further impacted by a year-over-year 36% decrease in mining revenue, from $0.9 million $0.6 million, reflecting industry-wide pressure on bitcoin pricing, as accompanied by higher costs of energy production. The results were additionally impacted by a year-over-year decrease in Health and Wellness product sales of 26%, from $0.4 million to $0.3 million. Collectively, the decline in business segment revenue contributed to a consolidated net loss from operations of $2.8 million for the quarter, compared to net loss from operations of $0.4 million for the three months ended March 31, 2025.

In response to these trends, during Q4 2025, we announced a strategic transition of our direct-to-consumer business unit toward a more diversified operating platform which is expected to integrate our health and wellness and consumer products offerings, with our existing financial education products and services offerings. Concurrent with this transition, we continue to seek growth opportunities. Towards that end, during the fourth quarter of 2025 and subsequent to the close of the first quarter of 2026, we commenced the expansion of our direct-selling networks through the onboarding of two additional selling networks. We expect these onboarding events to offer the potential to expand our global distributor network, diversify our revenue base, and supplement the network capacity and revenue streams adversely impacted in recent quarters.

In addition, in response to the UOKiK decision, we continue to take active steps to address the findings, including appealing the decision and continuing our operations in Poland, as we remains committed to operating in Poland in full compliance with applicable laws. Based on our analysis of the applicable legal standards and our review of sales activity within Poland, in which the predominant portion of revenue is derived from membership sales driven by our members, we believe that the Conectiv direct selling business operating within Poland complies with all applicable legal standards, and we will continue to challenge the conclusions reached by UOKiK to the extent permitted within the Polish legal system.

Operating Costs and Expenses

(unaudited)

(unaudited)

Operating costs decreased $3,760,921 or (36%), from $10,443,132 for the three months ended March 31, 2025, to $6,682,211 for the three months ended March 31, 2026. The decrease can be explained by a reduction in commissions of $3.4 million, which was a result of a decrease in our membership revenue, a reduction in general and administrative expenses of $320 thousand, which was a result of decreases in credit card processing fees due to the decreases in our membership revenue, decreases in costs related to our mining operations, a reduction in advertising, selling, and marketing expenses of $78 thousand, which was due to a decrease in costs associated with promotional events iGenius held during the three months ended March 31, 2026 and 2025, and a decrease of $187 thousand in cost of sales and service due to decrease in membership revenue, mining revenue, and health and wellness product sales. These decreases were partly offset by an increase in salary and related and professional fees.

Other Income and Expenses

(unaudited)

(unaudited)

We recorded other expense of $1,101,070 for the three months ended March 31, 2026, which was an increase of $836,297, or 316%, from the prior year’s other expense of $264,773. The change is due to an increase in the unrealized loss on digital assets in the current period of $1.1 million compared to a loss of $220 thousand in the prior year and a realized loss on digital assets in the current period of $25 thousand compared to a realized loss in the prior year of $13 thousand.

Liquidity and Capital Resources

During the three months ended March 31, 2026, we recorded a net loss from operations of $2,785,965 and net loss of $3,889,068. During that period, we were able to meet our short-and long-term working capital and capital expenditure requirements.

The Company’s capital is generally used to support operations and capital expenditures. However, the Company also, from time-to-time, will review potential investments that it believes present unique situations to participate in growth opportunities. Two such opportunities presented themselves when the Company, during October 2025 and March 2026, invested an aggregate of $3.25 million in an SPV organized by Dream Ventures LLC, which participated in exempt private placements in an early-stage enterprise developing next-generation nuclear power and infrastructure technologies. The Company’s investment consisted of the acquisition of restricted units of the SPV valued at the time of the investments at $3.25 million, as a limited rights participant in two investment rounds in an aggregate amount of $95 million. The SPV, in turn, used the proceeds of those investment rounds to invest in private investment securities of the early-stage nuclear enterprise. We do not possess a controlling financial interest or exercise significant influence over the SPV, and any proposed transfer of our restricted units requires prior written consent of the SPV.

The Company is not in the business of making investments in private securities, however, these investments were viewed by the Board of Directors as a strategic investment intended to access a possible growth opportunity that takes advantage of renewed momentum around modular, rapidly deployable energy systems, supported by recent federal initiatives and Department of Energy programs promoting advanced-reactor innovation.

At March 31, 2026, we had available liquidity including working capital of $1,631,521 (including $4.5 million in cash and cash equivalents), and a digital asset balance at a fair value of $4,990,029. In the judgement of management, this level of liquidity, is sufficient to sustain our operations, for the short-term. We cannot, however, determine whether the trends we experienced during the first quarter of 2026 are temporary or will continue for the foreseeable future. Neither can we assure that, despite our best efforts, whether the steps we are taking to mitigate our recent trend towards decreasing results of operations, will be successful and whether we will achieve our strategic objectives. While we do not believe that our operating losses will continue at this level for the long term, should that occur, we still believe that we will be able to sustain our operations for at least the next twelve months based upon our belief that during that period we will be able to monetize our private investments, and at amounts that are significantly appreciated above our purchase price.

Even absent the sale of our private investments at a profit, we believe that we can mitigate, to the best extent possible, our recent operating losses and eroding revenue base, through the adoption of strategic initiatives that are designed to contain costs and address certain of the eroding economics that we have been experiencing in operations. Primarily, we have recently started to expand our direct selling network through the onboarding of two additional selling networks. We believe these networks can offer the potential to expand our global distributor network, diversify our revenue base, and supplement the network capacity and revenue streams adversely impacted in recent quarters. Next, we are continuing our efforts to transition our direct-to-consumer business unit toward a more diversified operating platform which is expected to integrate our health and wellness and consumer products offerings. We have also implemented broad-based cost-cutting initiatives, including a plan to wind-down our bitcoin mining operations starting July 2026, should the economics of that business unit not recover to an acceptable level. Furthermore, we have filed an appeal in the matter involving UOKiK as we remain committed to operating in Poland in full compliance with applicable laws.

Should we be unable to monetize all or a portion of our private investments at the amounts we believe are reflective of market value, and should our strategic initiatives fail to mitigate our losses from operations or otherwise achieve their targeted objectives, then in the absence of our ability to access additional debt or equity capital, our ability to sustain our operations in the long-term as a going concern may be subject to doubt.

Critical Accounting Policies

Basis of Accounting

Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three months ended March 31, 2026, are not necessarily indicative of the operating results that may be expected for our year ending December 31, 2026, as will be included in the filing of our Annual Report on Form 10-K for the year ending December 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2025 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Use of Estimates

The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Digital Assets

Digital assets are included in non-current assets on the Consolidated Balance Sheets due to the Company’s intent to retain and hold bitcoin. Proceeds from the sale of digital assets and the purchase of digital assets are included within investing activities in the accompanying Consolidated Statement of Cash Flows. Digital Assets awarded to the Company through its mining activities and collected for membership revenue are accounted for in connection with the Company’s revenue recognition policy. Following the adoption of Accounting Standards Update (“ASU”) 2023-08 effective January 1, 2025, the Company measures digital assets at fair value with changes recognized in other income (expense) in the Consolidated Statement of Operations. The Company tracks its cost basis of digital assets by-wallet in accordance with the first-in-first-out (“FIFO”) method of accounting. Refer to “NOTE 5 – DIGITAL ASSETS”, in our financial statements for further information regarding the Company’s impact of the adoption of ASU 2023-08.

Equity investments without readily determinable fair values

Equity investments without readily determinable fair values are accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. Changes in value and impairments of equity investments without readily determinable fair values are recognized in “Gain (loss) on equity investments” in our condensed consolidated statement of income. Equity investments without readily determinable fair values are presented as “Equity investment” in our consolidated balance sheet.

Intangible Assets

We account for our intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets (“ASC 350-30”). ASC 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Under ASC 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.

Impairment of Long-Lived Assets

We have adopted ASC Subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by us be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

We evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. During the three months ended March 30, 2026, and 2025, no impairment was recorded.

Revenue Recognition

Membership Revenue

Most of our revenue is generated by membership sales and payment is received at the time of purchase. In some cases, customers use earned commissions to pay or partially pay for a membership. We recognize membership revenue in accordance with ASC Subtopic 606-10, Revenue from Contracts with Customers (“ASC 606-10”), where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide our tools, products, and content over a fixed membership period; therefore, we recognize revenue ratably over the membership period and deferred revenue is recorded for the portion of the membership period subsequent to each reporting date. Additionally, we offer a designated trial period to first-time membership customers, during which a full refund can be requested if a customer does not wish to continue with the membership. Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of March 31, 2026, and December 31, 2025, our deferred revenues for membership revenue were $588,754 and $821,903, respectively.

Mining Revenue

We generate revenue from mining Bitcoin. The Company has entered into a digital asset mining pool by executing a contract, as amended from time to time, with the mining pool operator to provide computing power to the mining pool. The contract is terminable at any time by either party without penalty. Further, since the contract is continuously renewing, second by second, the mining contract is considered to have a duration of less than 24 hours for accounting purposes. The Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, we are entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which calculates our share of block rewards, transaction fees, and mining pool operator fees. We are entitled to consideration even if a block is not successfully placed by the mining pool operator.

Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contract with the mining pool operator. The transaction consideration the Company receives is net of a contractually agreed upon mining pool operator fee charged and kept by the mining pool operator and is non-cash, in the form of Bitcoin. Given that the contract is continuously renewing, and the duration is considered to be less than 24 hours, the Company measures the transaction consideration at fair value on the date Bitcoin is received. The consideration is variable. The amount of consideration recognized is constrained to the amount of consideration received, which is when it is probable a significant reversal will not occur. There is no significant financing component or risk of a significant revenue reversal in these transactions due to the performance obligations and settlement of the transactions being on a daily basis.

Health and Wellness Product Sales and Other Revenue

Through our wholly owned subsidiary, Renu Laboratories LLC, we generate revenue by manufacturing and selling health, beauty and wellness products. We recognize health and wellness product sales revenue in accordance with ASC 606-10. The Company’s performance obligation is complete when control of the promised goods is transferred to a customer, at which time the Company recognizes revenue in an amount that reflects the consideration the Company expects to receive in exchange for those goods. The Company’s terms for the sale are based on free on board (FOB) shipping point, where the control passes to the customer once the product leaves our warehouse. The Company determines collectability by requiring certain customers to pay before control is transferred and by performing ongoing credit evaluations and monitoring customer accounts receivable balances. As of March 31, 2026, and December 31, 2025, deposits collected from customers for orders to be filled at a future date were $99,421 and $108,061, respectively, which are recorded as deferred revenue in the Consolidated Balance Sheets.

Shipping and direct costs charged to customers, along with fees collected from customers for storing their products in our warehouse facility located in Warminster, Pennsylvania are included in revenue as Other Revenue. Shipping and direct costs incurred by the Company are included in Cost of Sales and Service.

Coffee Sales

In January 2026, the Company started selling a proprietary brand of coffee. The Company’s performance obligation is to deliver the coffee to customers. Therefore, revenue is recognized once delivery occurs. Customers remit payment at the time of order placement, therefore payment received by the Company prior to coffee delivery is recorded as deferred revenue. As of March 31, 2026, the Company had $5,006 of deferred revenue for its coffee sales. Shipping and handling costs that occur are paid by the customer and are recorded as revenue. The Company has a policy to provide a refund on any product returned by the customer.

Revenue generated for the three months ended March 31, 2026, was as follows:

Foreign revenues for the three months ended March 31, 2026 were approximately $1.6 million while domestic revenue for the three months ended March 31, 2026 was approximately $2.3 million.

Revenue generated for the three months ended March 31, 2025, was as follows:

Foreign revenues for the three months ended March 31, 2025 were approximately $7.6 million while domestic revenue for the three months ended March 31, 2025 was approximately $2.4 million.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). The amendments in ASU 2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company adopted ASU 2023-08 for the year ended December 31, 2025, effective as of January 1, 2025, which had a material impact on the financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company adopted the ASU for the year ended December 31, 2025. The amendments only impact disclosures and are not expected to have an impact on the Company’s financial condition and results of operations.

In December 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires, in the notes to the financial statements, disclosures of specified information about certain costs and expenses specified in the updated guidance. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company did not elect early adoption and is evaluating the impact the updated guidance will have on its disclosures in 2027.

We have noted no other recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material impact on our financial statements.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures were effective.

Changes in Internal Controls

There were no changes in our internal controls over financial reporting during the fiscal quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.