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): December 30, 2015
PROVISION HOLDING, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-127347 | 20-0754724 |
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
9253 Eton Avenue, Chatsworth, California 91311
(Address of principal executive offices) (Zip Code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
☐ 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 3.02 Unregistered Sales of Equity Securities.
On December 30, 2015, the Board of Directors of Provision Holding, Inc. (the “Company”) authorized the issuance of 1,000 shares of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”) to the Company’s President and Chief Executive Officer, Curt Thornton, for $0.10 per share. The terms of the Series A Preferred Stock are discussed more fully in Item 3.03 of this filing.
The securities above were offered and sold pursuant 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.
Item 3.03 Material Modification to Rights of Security Holders.
On December 30, 2015, the Company filed a Certificate of Designation for its Series A Preferred Stock with the Secretary of State of Nevada designating 1,000 shares of its authorized preferred stock as Series A Preferred Stock. The shares of Series A Preferred Stock shall have a par value of $0.001 per share. The Series A Preferred Shares does not have a dividend rate or liquidation preference and are not convertible into shares of common stock. The shares of the Series A Preferred Stock shall be automatically redeemed by the Company at $0.10 per share on the first to occur of the following triggering events: (i) 90 days following the date on which this Certificate of Designation is 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.
For so long as any shares of the Series A 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 (representing a majority voting power) effecting an increase in the authorized common stock of the Company. Such vote shall be determined by the holder(s) of the then issued and outstanding shares of Series A Preferred Stock. For example, if there are 10,000 shares of the Company’s common stock issued and outstanding at the time of a shareholder vote, the holders of the Series A Preferred Stock, will have the right to vote an aggregate of 10,408 shares, out of a total number of 20,408 shares voting.
The adoption of the Series A Preferred Stock and its issuance to Mr. Thornton was taken to allow the Company to increase the Company’s authorized shares of common stock. This brief description of the Certificate of Designation is only a summary and is qualified in its entirety by reference to the full text of the Certificate of Designation as attached to this Current Report on Form 8-K as Exhibit 3.1.
Item 5.01 Changes in Control of Registrant.
On December 30, 2015, the Company authorized the issuance of 1,000 shares of Series A Preferred Stock to the Company’s Chief Executive Officer and Director, Curt Thornton. As a result of the super majority voting power of the Series A 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 as such on such date, a change in control occurred. On December 30, 2015, Mr. Thornton beneficially owned 7,075,200 shares of the Company's common stock (representing approximately 9.2% of the outstanding common stock on such date). Upon the issuance of the 1,000 shares of the Company’s Series A Preferred Stock, Mr. Thornton has the voting equivalent to greater than 51% of the Company's voting stock as of December 30, 2015.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 30, 2015, the Company amended its Articles of Incorporation for the creation of its Series A Preferred Stock. The rights and privileges of the Series A Preferred Stock are discussed more fully above, and the full text of the form of the Certificate of Designation is attached to this Current Report on Form 8-K as Exhibit 3.1.
On December 31, 2015, the Company amended its Articles of Incorporation by filing a Certificate of Amendment with the Secretary of State of Nevada to effect an increase in the number of the Company’s authorized common shares from 100,000,000 to 200,000,000. The increase in the authorized number of shares of common stock was approved by the Board of Director of the Company on December 30, 2015 and holders of more than 50% of the voting power of the Company’s capital stock on December 31, 2015. The Company’s ticker symbol and CUSIP remain unchanged.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Series A Certificate of Designation of Provision Holding, Inc. |
| 3.2 | Certificate of Amendment of Provision Holding, Inc. |
| 2 |
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.
| PROVISION HOLDING, INC. | ||
| January 6, 2016 | By: | /s/ Curt Thornton |
|
Name: Curt Thornton
Title: President and Chief Executive Officer |
||
| 3 |
Exhibit 3.1
CERTIFICATE OF DESIGNATION
OF
PROVISION HOLDDING, INC.
ESTABLISHING THE DESIGNATIONS, PREFERENCES,
LIMITATIONS AND RELATIVE RIGHTS OF ITS
SERIES A PREFERRED STOCK
On behalf of Provision Holding, Inc., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):
RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “Articles of Incorporation”) and the provisions of Section 78.1955 of the Nevada General Corporation Law, there hereby is created, out of the four million (4,000,000) shares of preferred stock, par value $0.001 per share, of the Corporation authorized by the Articles of Incorporation, Series A Preferred Stock, consisting of one thousand (1,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:
SECTION 1. DESIGNATION OF SERIES. The shares of such series shall be designated as the “Series A Preferred Stock” (the “Series A Preferred Stock”) and the number of shares initially constituting such series shall be up to One Thousand (1,000) shares.
SECTION 2.DIVIDENDS. The holders of the Series A Preferred Stock shall not be entitled to receive dividends paid on the Common Stock.
SECTION 3. LIQUIDATION PREFERENCE. The holders of the Series A Preferred Stock shall not be entitled to any liquidation preference.
SECTION 4. VOTING.
4.1 Voting Rights. The holders of the Series A Preferred Stock will have the shareholder voting rights as described in this Section 4 or as required by law only on matters approved by the Board of Directors. For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof shall have the right to vote, in an amount equal to fifty-one percent (51%) of the total vote of the Corporation, for increases in the authorized share capital of the Corporation. Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of Series A Preferred Stock.
For example, if there are 10,000 shares of the Corporation’s common stock issued and outstanding at the time of such a shareholder vote, the holders of the Series A Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 10,408 shares, out of a total number of 20,408 shares voting.
SECTION 5. CONVERSION RIGHTS. The shares of the Series A Preferred Stock shall have no conversion rights.
SECTION 6. REDEMPTION RIGHTS. The shares of the Series A Preferred Stock shall be automatically, and without any required action by the Corporation or the holders thereof, redeemed by the Corporation at $0.10 per share on the first to occur of the following triggering events: (i) 90 days following the date on which this Certificate of Designation is filed with the Secretary of State of Nevada or (ii) on the date that Curt Thornton ceases, for any reason, to serve as officer, director or consultant of the Corporation, it being understood that if Mr. Thornton continues without interruption to serve thereafter in one or more capacities as officer, director or consultant of the Corporation this shall not be considered a cessation of service.
SECTION 7. NOTICES. Any notice required hereby to be given to the holders of shares of the Series A Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his, her or its address appearing on the books of the Corporation.
SECTION 8. MISCELLANEOUS .
(a) The headings of the various sections and subsections of this Certificate of Designation are for convenience of reference only and shall not affect the interpretation of any of the provisions of this Certificate of Designation.
| 1 |
(b) Whenever possible, each provision of this Certificate of Designation shall be interpreted in a manner as to be effective and valid under applicable law and public policy. If any provision set forth herein is held to be invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions of this Certificate of Designation. No provision herein set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent jurisdiction should determine that a provision of this Certificate of Designation would be valid or enforceable if a period of time were extended or shortened, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.
(c) Except as may otherwise be required by law, the shares of the Series A Preferred Stock shall not have any powers, designations, preferences or other special rights, other than those specifically set forth in this Certificate of Designation.
IN WITNESS WHEREOF, this Certificate of Designations has been executed by a duly authorized officer of the Corporation on this 30 th day of December, 2015.
| PROVISION HOLDING, INC. | ||
| By: | /s/ Curt Thornton | |
|
Name: Curt Thornton
Title: President and Chief Executive Officer |
||
| 2 |
Exhibit 3.2
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of the Corporation: Provision Holding, Inc.
2. The articles have been amended as follows: (provide article numbers, if available)
ARTICLE IV
CAPITALIZATION
(a) Authorized Shares. The aggregate number of shares which the corporation shall have the authority to issue is Two Hundred and Four Million (204,000,000 shares). Two Hundred Million (200,000,000) shares shall be designated "Common Stock" and shall have a par value of $0.001. Four Million (4,000,000) shares shall be designated "Preferred Stock", and shall have a par value of $0.001 per share, and shall be issued for such consideration, expressed in dollars, as the Board of Directors may, from time to time, determine.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, of such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 51%.
4. Effective date and time of filing (optional):
5. Signature (Required):
/s/ Curt Thornton
Curt Thornton