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): September ~~July 10~~5, 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).

~~Indicate by~~Emerging ~~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).~~ o

~~Emerging~~ 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. ☐o

~~If an~~Item ~~emerging~~1.01 ~~growth~~Entry ~~company,~~into ~~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~~Material ~~Exchange Act~~Definitive Agreement. ☐

~~Item~~Provision Holding, Inc. (the “Company”) 7entered into a promissory note (the “Note”) on September 13, 2017 to obtain funding for working capital purposes (the “Company”).~~01 Regulation~~ FDThe ~~Disclosure~~Note is issued as an unsecured, non-convertible promissory note in the principal amount of $500,000 (the “Note”). The principal amount under the Note accrues interest at a rate of 12% per annum and is due on May 13, 2018. The holder of the Note shall receive the right to buy 1.25 million shares of the Company’s common stock on September 13, 2017 and an additional 1.25 million shares for each month that the Note is outstanding up to a maximum of 10 million shares, all at a purchase price of $0.06 per shares and expiring on September 13, 2019.

~~On July~~The ~~10,~~foregoing ~~2017,~~summary ~~Provision Holding, Inc., a Nevada corporation (the “Company”) issued a press release announcing that Curt Thornton, Founder and Chief Executive Office~~ of the ~~Company,~~Note ~~will~~is ~~present live at VirtualInvestorConferences.com on July~~qualified ~~13,~~in ~~2017~~its ~~(the~~entirety ~~“Event”).~~by ~~The~~reference ~~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~~full ~~questions~~text inof ~~real-time, both in~~ the ~~presentation~~Note ~~hall~~filed as ~~well~~Exhibit ~~as the association’s “virtual trade booth~~10.”1 ~~If attendees are not able~~ to ~~join~~this ~~the~~Current ~~event~~Report ~~live~~ on ~~the~~Form ~~day of the conference, an on~~8-~~demand viewing at VirtualInvestorConferences~~K.~~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 75.~~01,~~02 ~~and~~Departure inof ~~Exhibits~~Directors ~~99.1,~~or ~~referenced~~Certain ~~herein~~Officers; isElection ~~being furnished and shall not be deemed "filed" for the purposes~~ of ~~Section~~Directors; 18Appointment of ~~the~~Certain ~~Securities~~Officers; ~~Exchange~~Compensatory ~~Act~~Arrangements orof ~~incorporated~~Certain ~~by reference in any filing under the Securities Act, unless the Company expressly so incorporates such information by reference~~Officers.

~~Item~~ On September 8~~.01 Other~~, ~~Events~~2017, the Company’s Board of Directors (the “Board”) appointed Mark Leonard to the Company’s Board of Directors to fill a vacancy created by a resignation.

~~The~~Mark Leonard’s experience spans more ~~slide~~than ~~presentation~~24 ~~that~~years in retail and computer software. Most recently, he has been a consultant with BGJ Group, a global consultancy focused on the supermarket, mass retail, convenience, drug and specialty retail channels since 2014. He served as an Executive Vice President of Business Development/Sales and Trade Marketing at InComm, Inc. from 2009 to 2014, and was ~~distributed~~responsible byfor developing new revenue opportunities, running all existing retail channels, as well as running mergers and acquisitions. Prior to InComm, Inc., he spent five years at Blackhawk Networks where he served as Group Vice President of Alliances at Blackhawk Network, overseeing both new business and managing existing retail business across the ~~Company~~US. ~~during~~Prior to Blackhawk, he served as President and Executive Vice President of Astoria Software, a data base management software company. Currently, he also serves as a member of the ~~July~~Advisory ~~13th~~Board ~~presentation~~at YottaMark, Inc and on the Advisory Board of KargoCard (Shanghai) Co., Ltd. Kargocard is ~~furnished~~a asprepaid ~~Exhibit~~card 99company.2 Mr. Leonard’s toexperience ~~this~~in ~~report~~retail and mergers and acquisitions will help the Board guide the Company’s planned growth.

~~In accordance~~There ~~with~~are ~~General~~no ~~Instruction~~arrangements ~~B.2~~or ofunderstandings between ~~Form~~Mr. ~~8-K,~~Leonard ~~the~~and ~~information~~any inother ~~this~~person ~~Current~~pursuant ~~Report~~to onwhich ~~Form~~he ~~8-K,~~was ~~including~~selected ~~Exhibit~~as ~~99.2~~a director, ~~shall~~ ~~not~~and bethere ~~deemed~~are ~~“filed”~~no ~~for~~actual ~~purposes~~or ofproposed ~~Section~~transactions between 18the ofCompany ~~the~~and ~~Securities~~Mr. ~~Exchange~~Leonard ~~Act~~or any of ~~1934,~~his asimmediate ~~amended,~~family ormembers ~~otherwise subject~~that towould ~~the~~require ~~liabilities~~disclosure under Item 404(a) of ~~that~~Regulation S-K ~~section,~~in ~~nor~~connection ~~shall~~with ithis beappointment ~~deemed~~as ~~incorporated~~director. byThe ~~reference~~Company indoes not have any ~~filing~~board ~~under~~committees. ~~the~~There ~~Securities Act~~are ofno ~~1933~~other material plans, ascontracts ~~amended~~or ~~except~~arrangements asin ~~shall~~which beMr. ~~expressly~~Leonard ~~set~~will ~~forth~~participate in ~~such~~connection awith ~~filing~~his appointment.

~~Item~~On September 8, 2017, Robert 9Ostrander resigned as a member of the Company’s Board of Directors to concentrate his efforts on his current role as Vice President of Sales and Business Development.~~01 Financial~~ ~~Statements~~Mr. Ostrander advised that his resignation was not in connection with any disagreement with the Company on any matter relating to its operations, policies or practices. The Company has furnished Mr. Ostrander with a copy of the disclosures made in this Form 8-K prior to its filing and ~~Exhibits~~provided Mr. Ostrander with an opportunity to furnish the Company with any comments or concerns.

~~(d)~~On September 8, 2017, by unanimous written ~~Exhibits:~~consent, the Board re-elected Curt Thornton, the Company’s current Chief Executive Officer, as Chairman of the Board and also appointed Mr. Thornton to serve as the Company’s Chief Operating Officer. Further, on September 8, 2017, the Board appointed Mark Leonard as the Company’s new President and Chief Executive Officer, effective as of September 18, 2017. Mr. Leonard’s employment agreement provides a salary of $144,000, the right to be reimbursed for health care and severance for termination without cause and resignation with cause. The foregoing summary of the Note is qualified in its entirety by reference to the full text of the Note filed as Exhibit 10.1 to this Current Report on Form 8-K.

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

The Board also increased the size of the Company’s Board to five members from three members and is conducting a search for two “independent directors”, as defined under the rules of NASDAQ, with relevant industry experience.

~~SIGNATURES~~Item 7.01 Regulation FD Disclosure.

~~Pursuant~~On toSeptember 14, 2017, the ~~requirements~~“Company ofissued a press release announcing the ~~Securities~~following: ~~and~~(1) ~~Exchange~~the ~~Act~~appointments of ~~1934,~~Mark Leonard to the ~~registrant~~Company’s ~~has~~Board ~~duly~~of ~~caused~~Directors; ~~this~~(2) ~~report~~the toresignation beof ~~signed~~Robert onOstrander ~~its~~as director; (3) the re-election of Curt Thornton ~~behalf~~as byChairman of the ~~undersigned~~Board ~~hereunto~~and ~~duly~~appointment ~~authorized~~as Chief Operating Officer of the Company; and (4) the appointment of Mark Leonard as President and Chief Executive Officer of the Company.

	PROVISION HOLDING, Inc.
Dated: July 13, 2017	By:	/s/ Curt Thornton
	Name:	Curt Thornton
	Title:	Chief Executive Officer

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.

3Item 8.01 Other Events.

On September 5, 2017 the Company received a letter from an attorney representing Rite Aid Hdqtrs. Corp’s. (“Rite Aid”), pursuant to which Rite Aid indicated its desire to terminate the Point of Sales Advertising Agreement (“Agreement”) with the Company. The Company is disputing Rite Aid’s ability to terminate the Agreement. Further, the Company intends to file a claim in arbitration to protect its rights under the Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
10.1		Promissory Note
10.2		Employment Agreement with Mark Leonard
99.1		Press Release

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

Date: September 14, 2017	By:	/s/ Curt Thornton
		Curt Thornton Chief Executive Officer

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