PROVISION HOLDING, INC. (OTCMKTS:PVHO) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities.
See Item 3.03 below.
Item 3.03 Material Modification to Rights of Security Holders.
On November 22, 2017, Provision Holding, Inc. (the “Company”) filed a Certificate of Designation for its Series B Preferred Stock with the Secretary of State of Nevada designating 1,000 shares of its authorized preferred stock as Series B Preferred Stock. The shares of Series B Preferred Stock shall have a par value of $0.001 per share. The class of Series B Preferred Stock does not have a dividend rate or liquidation preference and are not convertible into shares of common stock. The shares of the Series B Preferred Stock shall be automatically redeemed by the Company at $0.01 per share on the first to occur of the following triggering events: (i) 6 months following November 22, 2017, the date that the Certificate of Designation was filed with the Secretary of State of Nevada or (ii) on the date that Mr. Thornton ceases, for any reason, to serve as officer, director or consultant of the Company.
On November 22, 2017, the Company’s Board of Directors authorized the issuance of 1,000 shares of the Company’s Series B Preferred Stock to the Company’s Chairman and Chief Operating Officer, Curt Thornton, for $0.01 per share. The adoption of the Series B Preferred Stock and its issuance to Mr. Thornton was taken to allow the Company to increase the Company’s authorized shares of common stock and to create a Company policy on Corporate Excluded Opportunities.
The securities above were offered and sold to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
For so long as any shares of the Series B Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote in an amount equal to 51% of the total vote of the outstanding common and preferred stock of the Company (representing a majority voting power), to effect an increase in the authorized common stock of the Company and to create a Company policy to exclude corporate opportunities for non-employee directors (a “Corporate Excluded Opportunity”). A "Corporate Excluded Opportunity" is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any director of the Company who is not an employee of the Company or any of its subsidiaries unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a director of the Company expressly and solely in his or her capacity as a director of the Company.
This descriptions of the Certificate of Designation and the Certificate of Amendment to the Articles of Incorporation are only summaries and are qualified in their entirety by reference to the full text of the documents attached to this Current Report on Form 8-K.
Item 5.01 Changes in Control of Registrant.
On November 22, 2017, the Company authorized the issuance of 1,000 shares of Series B Preferred Stock to the Company’s Chairman and Chief Operating Officer, Curt Thornton. As a result of the super majority voting power of the Series B Preferred Stock described above, Mr. Thornton will have the power to control the voting of shares of common stock of the Company with respect to an increase in the authorized common shares of the Company and with respect to creating a Company policy on Corporate Excluded Opportunities; and as such on such date, a change in control occurred. On November 27, 2017, Mr. Thorntonbeneficially owned7,075,200 shares of the Company's common stock. Upon the issuance of the 1,000 shares of the Company’s Series B Preferred Stock, Mr. Thornton has the voting equivalent to 54% of the Company's voting stock as of November 27, 2017.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 22, 2017, the Company’s Board of Directors (the “Board”), by unanimous written consent, advised for shareholder approval amendments to the Company’s Articles of Incorporation, as amended (the “Articles”), as attached to this Current Report on Form 8-K as Exhibit 3.2. The Board advised amending the Company’s Articles to increase the authorized shares of the Company to 404,000,000 shares, with 400,000,000 shares designated as common stock and 4,000,000 designated as preferred stock, and to add a Company policy on Corporate Excluded Opportunities.
On November 27, 2017, by written consent, the majority shareholder of the Company authorized and approved the increase in authorized shares of the Company to 404,000,000 shares, approved the Company’s policy on Corporate Excluded Opportunities and approved the Certificate of Amendment to the Articles of Incorporation, and filed such Certificate of Amendment on November 30, 2017.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Provision Holding, Inc. ExhibitEX-3.1 2 f8k112217ex3-1_provision.htm CERTIFICATE OF DESIGNATION FOR SERIES B PREFERRED STOCK OF PROVISION HOLDING,…To view the full exhibit click here
About PROVISION HOLDING, INC. (OTCMKTS:PVHO)
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.
