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): ~~June~~July 1510, 2017

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))

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

Item 7.01 Regulation FD Disclosure.

On July 10, 2017, Provision Holding, Inc., a Nevada corporation (the “Company”) issued a press release announcing that Curt Thornton, Founder and Chief Executive Office of the Company, will present live at VirtualInvestorConferences.com on July 13, 2017 (the “Event”). The Event will begin at 11:30 A.M. EST on Thursday, July 13, 2017, and will be a live interactive online event where investors are invited to ask the Company questions in real-time, both in the presentation hall as well as the association’s “virtual trade booth.” If attendees are not able to join the event live on the day of the conference, an on-demand viewing at VirtualInvestorConferences.com will be available for 90 days after the Event. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01, and in Exhibits 99.1, referenced herein is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act or incorporated by reference in any filing under the Securities Act, unless the Company expressly so incorporates such information by reference.

Item 8.01 Other Events

OnThe ~~June 15,~~slide ~~2017,~~presentation ~~Provision~~that ~~Holding, Inc.~~was (distributed by the “Company”) ~~entered~~during ~~into a five year Strategic Alliance Agreement (~~the ~~“Agreement”)~~July ~~with~~13th ~~Coinstar,~~presentation ~~LLC~~is ~~(“Coinstar”).~~furnished ~~Coinstar~~as ~~owns~~Exhibit ~~and operates approximately 17,000 self-service~~99.2 ~~coin~~to ~~counting~~this ~~kiosks at retailer store locations in the United States~~report.

~~The~~In ~~Company~~accordance ~~and~~with ~~Coinstar~~General ~~will~~Instruction ~~work~~B.2 ~~jointly~~of toForm ~~develop~~8-K, ~~and integrate~~ the ~~Company’s~~information ~~free~~in ~~standing~~this ~~patented~~Current 3DReport ~~holographic~~on ~~display systems~~Form 8-K, ~~known~~including asExhibit ~~HoloVision™ (the “Systems”) into Coinstar’s kiosks~~99.2, shall ~~and~~not ~~will~~ be ~~installed~~deemed ~~and~~“filed” ~~promoted at~~for ~~retailer~~purposes ~~store~~of ~~locations,~~Section ~~the~~18 ~~specifics~~ of ~~which~~the ~~will~~Securities beExchange ~~mutually~~Act ~~agreed~~of to1934, ~~and~~as ~~summarized~~amended, inor aotherwise subject ~~separate~~to ~~agreement~~the ~~(each~~liabilities ~~a “Statement~~ of ~~Work”).~~that ~~The~~section, ~~Systems~~nor ~~will~~shall ~~have~~it abe ~~proprietary~~deemed ~~coupon/loyalty~~incorporated ~~card~~by ~~software~~reference ~~application~~in ~~and~~any ~~provide~~filing ~~advertising and~~under ~~promotions~~the ~~through~~Securities Act ~~Coinstar~~of ~~kiosks. For all retailer store locations in which Coinstar kiosks are installed~~1933, ~~Coinstar~~as ~~has been~~amended ~~granted~~except anas ~~exclusive~~shall ~~first~~be ~~right~~expressly ofset ~~refusal~~forth toin ~~include~~ such ~~locations~~a filing.

~~The~~Item ~~Company~~9.01 Financial ~~shall~~Statements ~~pay to Coinstar,~~ and Coinstar shall pay to participating retailers a specified percentage of monthly Net Advertising Revenues, per kiosk (the “Promotion Retailer Commission”) included in a Statement of Work, which shall be determined by mutual agreement of Coinstar and ProvisionExhibits. “Net Advertising Revenues” is defined as gross advertising revenues from Systems less any operational expenses incurred in connection with such Systems (for example: cost of paper, service, network connectivity, network administration). The Company shall evenly divide the remaining monthly Net Advertising Revenues after deducting the Promotion Retailer Commission).

(d) Exhibits:

Exhibit		Description

99.1		Press Release, dated July 10, 2017
99.2		Slide presentation

SIGNATURES

Pursuant to the requirements of the Securities and 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.
Dated: June 22, 2017	By:	/s/ Curt Thornton
Dated: July 13, 2017	By:	/s/ Curt Thornton
		Name: Curt Thornton
	Name:	Curt Thornton
		Title: Chief Executive Officer
	Title:	Chief Executive Officer

Filing Compare · Provision Holding, Inc.