Form 8-K - Current report

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

September 30, 2024
Date of Report (Date of earliest event reported)

OCULUS VISIONTECH INC.
(Exact name of registrant as specified in its charter)

Wyoming	0-29651	06-1576391
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

507 – 837 West Hastings Street Vancouver, British Columbia, Canada	V6C 3N6
(Address of principal executive offices)	(Zip Code)

(604) 685-1017
Registrant’s telephone number, including area code

Not applicable.
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.07.

Submission of Matters to a Vote of Security Holders

Results of the Annual Meeting of Stockholders

An Annual Meeting of Stockholders (the “Meeting”) of the Company was held on September 30, 2024 to approve the agenda items described below.

Proxies for the Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.

A total of 54,974,235 shares (60.13% of the 91,422,569 issued and outstanding shares of the Company entitled to vote as of the August 2, 2024 record date for the Meeting) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the Meeting. The agenda items submitted at the Meeting were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the Meeting with respect to that agenda item.

Agenda Item 1. To elect six directors:

Nominee	For			Withheld
Anton J. Drescher		47,630,634	(99.09%)		438,479	(0.91%)
Fabrice Helliker		47,619,070	(99.06%)		450,043	(0.94%)
Maurice Loverso		47,620,029	(99.07%)		449,084	(0.93%)
Rowland Perkins		47,626,322	(99.08%)		442,791	(0.92%)
Tom Perovic		47,495,811	(98.81%)		573,302	(1.19%)
Ron Wages		47,635,631	(99.10%)		433,482	(0.90%)

There were 6,905,122 broker non-votes with respect to the election of directors. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on the election of directors.

Agenda Item 2. To ratify the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For							Against								Abstain
54,298,826				(98.77%)				335,662				(0.61%)				339,747				(0.62%)

There were no broker non-votes with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item.

Agenda Item 3. To approve the continuation of the Company’s Omnibus Equity Incentive Compensation Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For							Against								Abstain
47,457,787				(98.73%)				525,995				(1.09%)				85,331				(0.18%)

There were 6,905,122 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.

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Agenda Item 4. To approve the compensation of the Company’s named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For							Against								Abstain
47,673,788				(99.17%)				315,765				(0.66%)				79,560				(0.17%)

There were 6,905,122 broker non-votes with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item.

Agenda Item 5. To approve the amendment to Company’s Articles of Incorporation to change the Company’s name to “Oculus Inc.”, or such other name the Board of Directors of the Company may approve. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For							Against								Abstain
54,091,241				(98.39%)				365,866				(0.67%)				517,126				(0.94%)

There were 2 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.

SECTION 7 – REGULATION FD

Item 7.01

Regulation FD Disclosure

On October 1, 2024 the Company issued a news release to announce the results of the Meeting. The Meeting was held on September 30, 2024 in Vancouver, British Columbia. All resolutions put forward at the meeting were approved by shareholders. A total of 54,974,235 common shares, representing 60.13 % of the votes attached to all outstanding shares as at the record date of the meeting, were represented at the Meeting. The following individuals were elected, by ballot, as directors of the Company: Anton J. Drescher, Fabrice Helliker, Maurice Loverso, Rowland Perkins, Tom Perovic, and Ron Wages.

The detailed results of voting by ballot in respect of the election of directors were as follows:

	Votes For (#)	Votes For (%)		Votes Against or Withheld/Abstain (#)	Votes Against or Withheld/Abstain (%)
Election of Anton J. Drescher	47,630,634	99.09	%	438,479	0.91	%
Election of Fabrice Helliker	47,619,070	99.06	%	450,043	0.94	%
Election of Maurice Loverso	47,620,029	99.07	%	449,084	0.93	%
Election of Rowland Perkins	47,626,322	99.08	%	442,791	0.92	%
Election of Tom Perovic	47,495,811	98.81	%	573,302	1.19	%
Election of Ron Wages	47,635,631	99.10	%	433,482	0.90	%

Note: Routine US broker-vote shares voted without beneficial owner instructions are only eligible to vote for the appointment of auditors. Accordingly, 6,905,122 common shares were represented by proxy, but not voted.

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By a resolution unanimously passed, Davidson & Company LLP, Chartered Professional Accountants, were appointed as the auditors for the Company for the fiscal year ending December 31, 2024 and, in accordance with the Articles of the Company, the directors were authorized to fix the auditors remuneration.

By a resolution, the shareholders unanimously ratified and approved the continuation of the Company’s Omnibus Equity Incentive Compensation Plan.

By a resolution, the shareholders unanimously ratified and approved the compensation of the Company’s named executive officers.

By a resolution, the shareholders unanimously ratified and approved the amendment to Company’s Articles of Incorporation to change the Company’s name to “Oculus Inc.”.

The detailed “Report of Voting Results” on all resolutions for the Company’s Meeting is available on the Company’s website, in the Company’s Current Report on Form 8-K as filed with the United States Securities and Exchange Commission available under the Company’s profile on EDGAR or upon request by contacting the Company’s Corporate Secretary at (604) 685-1017.

A copy of the news release is attached as Exhibit 99.1 hereto.

SECTION 8 – OTHER EVENTS

Item 8.01

Other Events

On September 30, 2024, the Company’s Board of Directors convened a meeting immediately following the Meeting and reappointed the following officers:

Roland Perkins President and Chief Executive Officer;

Anton J. Drescher Corporate Secretary and Chief Financial Officer.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit		Description

99.1		News Release dated October 1, 2024.

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

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SIGNATURES

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.

	OCULUS VISIONTECH INC.



DATE: October 1, 2024	By:	/s/ Anton J. Drescher
		Anton J. Drescher
		Corporate Secretary and CFO

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Exhibit 99.1

#507, 837 West Hastings Street
Vancouver, British Columbia
Canada V6C 3N6
www.ovtz.com

N E W S R E L E A S E

Oculus VisionTech Reports 2024 Annual Meeting of Stockholders Results

Vancouver, British Columbia – (October 1, 2024) - Oculus VisionTech Inc. (TSXV: OVT; OTCQB: OVTZ; FSE: USF1) is pleased to announce the results of its 2024 Annual Meeting of Stockholders (“Meeting”). The Meeting was held on September 30, 2024 in Vancouver, British Columbia. All resolutions put forward at the meeting were approved by shareholders. A total of 54,974,235 common shares (60.13% of the 91,422,569 issued and outstanding shares of the Company entitled to vote as of the August 2, 2024 record date for the Meeting) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the Meeting. The agenda items submitted at the Meeting were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the Meeting with respect to that agenda item.

Agenda Item 1

The detailed results of voting by ballot in respect of the election of directors were as follows:

Nominee	Votes For			Votes Withheld
Anton J. Drescher		47,630,634	(99.09%)		438,479	(0.91%)
Fabrice Helliker		47,619,070	(99.06%)		450,043	(0.94%)
Maurice Loverso		47,620,029	(99.07%)		449,084	(0.93%)
Rowland Perkins		47,626,322	(99.08%)		442,791	(0.92%)
Tom Perovic		47,495,811	(98.81%)		573,302	(1.19%)
Ron Wages		47,635,631	(99.10%)		433,482	(0.90%)

Agenda Item 2

To ratify the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the Company’s independent public accounting firm for the fiscal year ending December 31, 2024. The votes cast for or against this agenda item, and the numbers of abstentions, were as follows:

For		Against				Abstain
54,298,826	(98.77%)		335.662	(0.61%)		339,747	(0.62)

Oculus VisionTech Inc.

News Release – Continued

- 2 -

October 1, 2024

Agenda Item 3

To approve the continuation of the Company’s Omnibus Equity Incentive Compensation Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For		Against				Abstain
47,457,787	(98.73%)		525,995	(1.09%)		85,331	(0.18%)

Agenda Item 4

To approve the compensation of the Company’s named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For		Against				Abstain
47,673,788	(99.17%)		315,765	(0.66%)		79,560	(0.17%)

Agenda Item 5

To approve the amendment to Company’s Articles of Incorporation to change the Company’s name to “Oculus Inc.”, or such other name the Bord of Directors of the Company may approve. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For			Against				Abstain
54,091,241	(98.39%)			365,866	(0.67%)			517,126	(0.94%)

The detailed “Report of Voting Results” on all resolutions for the Company’s Meeting is available under the Company’s profile on SEDAR+, on the Company’s website, in the Company’s Current Report on Form 8-K as filed with the United States Securities and Exchange Commission available under the Company’s profile on EDGAR or upon request by contacting the Company’s Corporate Secretary at (604) 685-1017.

About Oculus VisionTech

Oculus VisionTech Inc. (OVT), www.ovtz.com, is a cloud-native development-stage technology company focused on data compliance and digital privacy solutions for business customers worldwide. With offices in San Diego, California and Vancouver, British Columbia, the Company is currently expanding its’ new ComplyTrust® www.complytrust.com, product suite which includes the ComplyScan® cloud data protection and compliance tool and Forget-Me-Yes® B2B data privacy Software-as-a-Service (SaaS) platform, optimizing CCPA, GDPR, LGPD and other regulatory compliance legislation for Salesforce organizations worldwide that provide businesses with secure data privacy tools enabling sustained and continuous global regulatory compliance of data subject rights. OVTZ’s legacy Cloud-DPS digital content protection solution implements invisible forensic watermarking technology that seamlessly embeds imperceptible tracking components into documents and video-frame content that enables tamper-proof legal auditability for intellectual property protection.

Oculus VisionTech Inc.

News Release – Continued

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October 1, 2024

Learn more about Oculus at www.ovtz.com or follow us on Twitter (https://twitter.com/OculusVT) or Facebook (https://www.facebook.com/OculusVisionTech/)

About ComplyTrust®

ComplyTrust Inc. https://complytrust.com/, a 100% wholly-owned subsidiary of Oculus VisionTech, is specifically focused on providing enterprise organizations and individuals with secure data privacy tools that provide sustained and continuous global regulatory compliance of data subject rights. Headquartered in San Diego, California, ComplyTrust was founded by industry veteran storage technology experts and is operated by an experienced management team.

Learn more about ComplyTrust at https://complytrust.com/.

For further information, contact:

Anton Drescher
Telephone: (604) 685-1017
Fax: (604) 685-5777

Website: http://ovtz.com/

TSXV: https://money.tmx.com/en/quote/OVT/company#profile-section-company-spoke

US OTC Markets (OTCQB): https://www.otcmarkets.com/stock/OVTZ/security

Berlin Borse: https://www.boerse-berlin.com/index.php/Shares?isin=US67575Y1091

Frankfurt Borse: https://www.boerse-frankfurt.de/equity/oculus-visiontech

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains forward-looking statements and information within the meaning of applicable securities laws (collectively, “forward-looking statements”), including the United States Private Securities Litigation Reform Act of 1995. All statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among others, statements as to the intended uses of the proceeds received from the Offering. Often, but not always, forward-looking statements can be identified by words such as “pro forma”, “plans”, “expects”, “may”, “should”, “budget”, “schedules”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “potential” or variations of such words including negative variations thereof and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Actual results could differ from those projected in any forward-looking statements due to numerous factors including risks and uncertainties relating to, among others, the change of business focus of the management of Oculus, the inability of Oculus to pursue its current business objectives, the ability of the Company to obtain any required governmental, regulatory or stock exchange approvals, permits, consents or authorizations required, including TSXV final acceptance of the Offering and any planned future activities, and obtain the financing required to carry out its planned future activities. Other factors such as general economic, market or business conditions or changes in laws, regulations and policies affecting the Company’s industry, may also adversely affect the future results or performance of the Company. These forward-looking statements are made as of the date of this news release and Oculus assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in these forward-looking statements. Although Oculus believes that the beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance those beliefs, plans, expectations, or intentions will prove to be accurate.

Investors should consider all of the information set forth herein and should also refer to the risk factors disclosed in Oculus’ periodic reports filed from time-to-time with the United States Securities Exchange Commission and Canadian securities regulators. These reports and Oculus’ public filings are available at www.sec.gov in the United States and www.sedarplus.ca in Canada.

Document And Entity Information	Sep. 30, 2024
Document Information [Line Items]
Entity, Registrant Name	OCULUS VISIONTECH INC.
Document, Type	8-K
Document, Period End Date	Sep. 30, 2024
Entity, Incorporation, State or Country Code	WY
Entity, File Number	0-29651
Entity, Tax Identification Number	06-1576391
Entity, Address, Address Line One	507 – 837 West Hastings Street
Entity, Address, City or Town	Vancouver
Entity, Address, State or Province	BC
Entity, Address, Country	CA
Entity, Address, Postal Zip Code	V6C 3N6
City Area Code	604
Local Phone Number	685-1017
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001107280