Current Report Filing (8-k)
April 06 2017 - 5:18PM
Edgar (US Regulatory)
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):
March 31, 2017
PROVISION
HOLDING, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-127347
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20-0754724
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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9253
Eton Avenue
Chatsworth,
California 91311
(Address
of Principal Executive Offices)
(818)
775-1624
(Registrant’s
telephone number, including area code)
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))
Item
1.01 Entry into a Material Definitive Agreement.
On
March 31, 2017, Provision Holding, Inc. (the “
Company
”) accepted and entered into Subscription Agreements (the
“
Subscription Agreements
”) for 13,333,333 shares of Company’s common stock (the “Common Stock”)
with 15 accredited investors (the “
Investors
”) for an aggregate purchase price of $800,000 at a price of $0.06
per share . Each Investor received warrants to purchase shares of Common Stock equal to 20% of the shares each purchased (the
“Warrants”). The Warrants have an exercise price of $0.09 per share and are exercisable for three-years from the date
of issuance of the Warrant. The Subscription Agreements contain customary representations, warranties, agreements and conditions
to completing future sale transactions, indemnification rights and obligations of the parties.
The
foregoing description of the terms of the Subscription Agreements and Warrants does not purport to be complete and is qualified
in its entirety by the complete text of the documents attached as Exhibit 10.1 to this current report on Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
issuance of the Common Stock and Warrants were not registered under the Securities Act of 1933, as amended (the “
Securities
Act
”) but qualified for exemption under Section 4(a)(2) of the Securities Act because the issuance of such securities
as the sale of the Common Stock and Warrants did not involving any public offering. The Company did not use a broker and did not
pay any commission on the issuance.
Item
9.01. Exhibits
(d)
Exhibits
Exhibit
No.
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Exhibit
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10.1
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Form
of Subscription Agreement (including the Warrant), by and between Provision Holding, Inc. and various purchasers.
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SIGNATURE
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.
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PROVISION
HODLING, INC.
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Date:
April 6, 2017
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By:
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/s/
Curt Thornton
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Curt
Thornton
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Chief
Executive Officer
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