PROVISION HOLDING, INC. (OTCMKTS:PVHO) Files An 8-K Entry into a Material Definitive Agreement

PROVISION HOLDING, INC. (OTCMKTS:PVHO) Files An 8-K Entry into a Material Definitive Agreement

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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 Companys
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

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
) 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. Exhibit
10.1 Form of Subscription Agreement (including the Warrant), by
and between Provision Holding, Inc. and various purchasers.


Provision Holding, Inc. and its subsidiary, Provision Interactive Technologies, Inc. are purveyors of three-dimensional (3D) holographic display technologies, software and integrated solutions for both commercial and consumer focused applications. The Company also offers 3D consumer advertising display products. It is focused on the development and distribution of its 3D holographic interactive video displays in the advertising and product merchandising markets. The systems display a moving 3D image size to 40 inches in front of the display, projecting a digital video image out into space detached from any screen. Its HoloVision display and 3D Savings Center kiosks offer advertisers and customers an opportunity to reach audience outside the home, in settings, such as grocery stores, malls, gas stations, banks and other retail locations. It is marketing 3D holographic interactive video display, and is also developing and marketing various point-of-purchase, and other devices.


PROVISION HOLDING, INC. (OTCMKTS:PVHO) closed its last trading session down -0.0020 at 0.0780 with 153,609 shares trading hands.

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