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): ~~April~~August 65, 2015

INFINITY AUGMENTED REALITY, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		000-53446		71-1013330
(State of Incorporation)		(Commission File Number)		(IRS Employer ID)

228 Park Ave. S #61130 New York, NY 10003-1502

New York, NY 10003-1502

(Address of principal executive offices)

(917) 677-2084

(Registrant’s telephone number, including area code)

___________________________________________

(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 Instructions 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 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~April~~August 65, 2015, Infinity Augmented Reality, Inc. (the “Company” or “we”) ~~entered~~held ~~into~~ a ~~definitive~~special ~~agreement~~meeting ~~(the “Agreement”) relating to a private placement (the “Private Placement”), initially,~~ of ~~$1,250,000~~its instockholders ~~principal amount of the Company’s convertible notes~~ (~~the~~ “~~Notes~~Special Meeting”) ~~to Singulariteam Fund L~~.P. ~~(f/k/a~~As ~~Genesis~~of ~~Angels~~June ~~Fund~~30, ~~LP) (“Singulariteam”)~~2015, ~~Platinum~~ ~~Partners Value Arbitrage Fund, LP, both existing stockholders of~~ the ~~Company,~~record ~~and~~date ~~Sun~~for ~~Corporation of Japan (collectively,~~ the ~~“Investors”).~~Special ~~By their terms~~Meeting, ~~the~~there ~~Notes~~were ~~are convertible into 71~~110,~~621~~745,~~565~~473 shares of ~~Series~~common Bstock ~~Preferred Stock, par~~issued ~~value~~and ~~$0.00001 per share (the “Series B Preferred Stock”) which has not~~110,390,005 asshares of ~~the~~common ~~date~~stock ~~hereof, been created~~outstanding. ~~The Agreement~~A ~~provides~~quorum ~~that~~of ~~upon~~common ~~(and~~stockholders, ~~subject~~present ~~to)~~in ~~the~~person ~~filing~~or by ~~the~~proxy, ~~Company~~representing 81,639,227 ~~with~~shares ~~the Secretary~~ of ~~State~~common ofstock ~~Nevada~~was ofpresent anat ~~effective certificate of designation in respect of~~ the ~~Series~~Special BMeeting. ~~Preferred~~The ~~Stock~~final ~~(the~~voting ~~“Series~~results Bof ~~Designation”),~~ the ~~Investors have~~Special ~~agreed~~Meeting toare ~~invest~~set ~~an additional $3,750,000 to purchase 214,864,694 shares of Series B Preferred Stock~~forth below.

~~The~~1. A proposal to approve an amendment to the Company’s ~~has filed~~Articles ~~with~~of Incorporation to effect a reverse stock split of the ~~Securities~~Company’s outstanding ~~and~~Common ~~Exchange~~Stock ~~Commission~~at ratio of 1 for 101 shares of outstanding Common Stock (the “~~SEC~~Reverse Split”), immediately followed by a ~~preliminary~~forward ~~information~~stock ~~statement~~split onof ~~Schedule~~the ~~14C~~Company's ~~respecting, among~~outstanding ~~other~~Common ~~things~~Stock, anat ~~increase~~the insame ~~authorized~~exchange ~~capital~~ratio ~~including~~(the an“Forward ~~increase~~Split” and intogether with the ~~number~~Reverse ofSplit, ~~authorized~~the ~~shares~~“Reverse/Forward ofStock ~~Preferred~~Split”) ~~Stock that~~and ~~the~~as ~~Company~~a ~~would~~result beof ~~authorized~~which toeach ~~issue~~stockholder ~~from~~owning of ~~time~~record tofewer ~~time.~~than As101 shares of common Stock before the ~~date~~Reverse ~~hereof,~~Split will have the ~~Authorized~~shares ~~Share~~cancelled ~~Increase~~and ~~has~~converted ~~not~~into the ~~been~~right ~~implemented~~to receive $0.15 ~~Upon~~for ~~implementation,~~each ~~the~~share ~~Company~~held ~~will~~of berecord ~~able~~prior to ~~effectuate~~ the ~~Series~~Reverse BSplit ~~Designation~~in ~~and~~lieu ~~file~~of ~~the~~receiving ~~Series~~a Bfractional ~~Preferred~~post-Reverse ~~Stock~~Split share of such class.

Under the terms of the Notes, the occurrence of any of the following constitute events of default (each an “Event of Default”): (i) the Company’s failure to pay the principal or interest when due; (ii) the commencement of any bankruptcy or liquidation proceedings, or the appointment of a receiver or trustee over the whole or any part of the Company's assets, provided that any of the aforementioned actions or proceedings is not canceled within 60 days of its commencement; or (iii) the levy of an attachment or the institution of execution proceedings against the whole or a substantial part of the Company's assets, where such attachment or execution proceeding is not discharged within 60 days.

For	Against	Abstain	Broker Non-Votes

60,263,822	378,315	26,650	20,970,440

~~The~~2. A ~~Series~~proposal Bto ~~Preferred Stock~~amend ~~shares shall have a liquidation preference of three (3) times~~ the ~~amount that has been invested plus 1.2% per year, provided~~Company’s ~~that~~Articles ~~if the amount~~ of ~~proceeds~~Incorporation to beincrease ~~received~~the innumber ~~an actual or deemed liquidation which be distributed on an as converted basis prior to calculating~~ of ~~the liquidation preference, the preferred~~ shares ~~will~~of ~~instead be converted to Common Stock. The Series B Preferred Stock may be converted to~~ common stock atthat ~~any time and shall be automatically converted to Common Stock if~~ the Company ~~has~~ ais ~~public~~authorized ~~offering~~to ~~raising~~issue atfrom ~~least~~time ~~$20 million. The Series B Preferred Stock will have special approval rights, will have a~~to ~~right~~time to ~~elect a director~~1, ~~a preemptive right~~000,000,000 ~~drag~~shares ~~along rights and a right~~ of ~~first~~common ~~refusal~~stock.

The offering of the Notes was completed through a private placement and is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering and Rule 506 promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended. In claiming the exemption under Section 4(2), the Company relied in part on the following facts: (1) the offers and sales involved existing investors; (2) the investors had access to information regarding the Company; (3) each investor represented that it: (a) had the requisite knowledge and experience in financial and business matters to evaluate the merits and risk of an investment in the Company, (b) was able to bear the economic risk of an investment in the Company, (c) acquired the shares for its own account in a transaction not involving any general solicitation or general advertising, and not with a view to the distribution thereof and (d) was an “accredited investor”; and (4) a restrictive legend was placed on each certificate or other instrument evidencing the Purchased Securities.

For	Against	Abstain	Broker Non-Votes

77,959,816	3,253,973	425,438	0

23. A proposal to amend the Company’s Articles of Incorporation to increase the number of shares of preferred stock that the Company is authorized to issue from time to time to 500,000,000 shares of preferred stock.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registration.

For	Against	Abstain	Broker Non-Votes

58,533,612	704,149	366,050	22,035,416

~~The information included in Item 1~~4.01 A ofproposal ~~this~~to ~~Form~~approve ~~8-K~~and adopt isthe ~~hereby~~Company’s ~~incorporated~~2015 byEquity ~~reference~~Incentive ~~into this Item 2~~Plan.~~03.~~

Item 3.02. Unregistered Sales of Equity Securities.

For	Against	Abstain	Broker Non-Votes

58,794,000	737,401	72,410	22,035,416

~~The~~All ~~information~~proposals ~~included in~~received ~~Item~~the ~~1.01~~requisite number of ~~this~~votes and ~~Form~~were ~~8-K is hereby incorporated by reference into this Item 3~~approved.~~02.~~

~~Important Information for Investors and Stockholders~~ 2

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.SIGNATURE

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the requirements ~~Statements~~of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits

	INFINITY AUGMENTED REALITY, INC.

Dated: August 10, 2015	By:	/s/ Ortal Zanzuri
		Ortal Zanzuri
		Treasurer & Chief Financial Office

Exhibit No.		Description
10.2		Series B Preferred Share Purchase Agreement between the Company and the investors thereof, dated April 6, 2015.
10.3		Press release issued April 8, 2015.

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.

	INFINITY AUGMENTED REALITY, INC.
Dated: April 8, 2015	By:	/s/ Ortal Zanzuri
		Ortal Zanzuri
		Treasurer & Chief Financial Office

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