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 ~~February 4~~1, 2016

INNOVISION LABS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

Nevada

333-175212

26-4574088

(State or other jurisdiction of

incorporation)

(Commission File
Number)

(IRS Employer Identification

No.)

5 Jabotinski St. POB 126

Ramat Gan 5252006

Israel

(Address of Principal Executive Offices) (Zip Code)

(855)-393-7243

(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:

☐¨ 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 1.01	Entry Into a Material Definitive Agreement.
Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 3.02	Unregistered Sales of Equity Securities.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On February~~Item 4, 2016, InnoVision Labs, Inc., a Nevada corporation (the “Company”), entered into a stock purchase and registration rights agreement (the “Purchase Agreement”) with certain private, non-U.S. investors (the “Investors”), pursuant to which the Company issued and sold to the Investors in a private placement (the “Private Placement”) $1,060,000 aggregate principal amount of the Company’s 8.0%01 ~~Senior~~Other ~~Convertible Notes due 2018 (the “Notes”), which were issued together with warrants (“Warrants”) to acquire an aggregate of 726,031 shares of the Company’s common stock, par value $0~~Events.001 per share (“Common Stock”) at an exercise price of $2.19 per share. The Notes, the Warrants and the Common Stock issuable upon exercise of the warrants are referred to collectively as the “Securities”. The Securities were issued on identical terms to those in the Company’s previously reported private placement in September 2015.

The ~~Company~~ ~~issued~~Board ~~the~~of ~~Securities to~~ Directors (the ~~Investors~~“Board”) inof ~~offshore~~InnoVision ~~transactions~~Labs, inInc., ~~reliance~~a ~~upon~~Nevada ~~the~~corporation ~~exemption~~(“we”, ~~from registration provided~~“us”, by“our” ~~Regulation~~or ~~S promulgated under~~ the ~~Securities Act of 1933, as amended (the~~ “~~Securities Act~~Company”)., ~~Each~~has ~~Investor represented~~determined ~~to the Company~~ that ~~such~~it ~~Investor~~is ~~was an “accredited investor”, as defined~~ in ~~Rule~~the ~~501(a)~~best ~~under~~interests of the ~~Securities Act,~~Company and its stockholders that ~~such~~the ~~Investor’s~~Company ~~Securities~~shift ~~were~~its ~~being~~strategic ~~acquired for investment purposes~~focus.

~~The description~~As ofpreviously ~~the Purchase Agreement, the Notes and the Warrants contained~~ reported in ~~the~~our ~~Company’s~~Quarterly ~~Current~~ Report on Form 810-~~K filed~~Q ~~with~~for the ~~U.S.~~quarter ~~Securities~~ended ~~and~~March ~~Exchange~~31, ~~Commission~~2016, based on ~~September~~our ~~23,~~2016 ~~2015~~average ~~(the~~monthly ~~“Prior~~cash ~~8-K”)~~expenses ~~is incorporated~~and ~~herein~~our bycash ~~reference.~~balance ~~Such~~as ~~description~~of isMarch ~~qualified~~31, in2016, ~~its~~we ~~entirety~~expect bythat ~~reference~~we towould ~~the~~require ~~full~~additional ~~text~~financing of ~~the~~approximately ~~form of Note~~$1,700,000 ~~the~~for ~~form~~the of12 ~~Warrant~~month ~~and~~period ~~the~~ending ~~Purchase~~March ~~Agreement~~31, ~~which were filed as Exhibit 4.1~~2017, ~~Exhibit 4.2~~ and ~~Exhibit~~we ~~10.1,~~currently ~~respectively,~~have tono ~~the~~commitments ~~Prior 8-K,~~for ~~which~~future ~~text~~external ~~is incorporated herein by reference~~funding.

The Company has developed a non-invasive neuroscience platform technology that can potentially be utilized on computers, tablets and mobile devices in the following areas:

Improvement, through visual stimulation exercises, vision sharpness and vision performance by improving the image processing function in the visual cortex of the brain. The Company used this technology in its first app, GlassesOff™, which aims to eliminate, through exercise, the dependency on reading glasses by people over the age of 40 who experience natural age-related changes in their near vision sharpness. The GlassesOff™ app is currently implemented on the Android and Apple iOS platforms (iPhone, iPod, iPad) and is available on the main app markets, such as the Apple App Store and The Google Play store.

Improvement, through visual stimulation exercises, of image processing speed by improving the image processing function in the visual cortex of the brain. The Company believes that this could be used to improve the ability to process visual information faster within the context of sports or other situations requiring swift responses to visual events, such as in the military defense context. On March 3, 2016, using this technology, the Company introduced its new app, Game Vision, which is based on a sports theme.

Detection, through visual stimulation tasks, of anomalies in vision performance that could potentially be attributable to certain diseases, such as glaucoma and diabetic retinopathy, as well as dyslexia and attention deficit disorders.

The Company has accumulated various intellectual property assets, including several granted patents and patents currently under examination. We have decided to modify our business strategy and currently focus on licensing our products, intellectual property and technologies or otherwise entering into partnerships, in each case with parties who have strategic interests in any of the three areas of focus outlined above. Notwithstanding this current focus, there can be no assurance that the Company will engage in any such partnerships or transactions. The Board has presently determined to continue supporting the Company’s first app, GlassesOff™. In addition, the Board has determined that, for the currently foreseeable future, it is in the best interests of the Company and its stockholders that the Company cease its independent marketing and development efforts with respect to Game Vision in an effort to reduce the Company’s use of cash and other Company resources.

Given its change in strategic focus, the Company has decided to reduce its headcount to two full-time and four part-time employees, which the Board believes will both reduce demands on the Company’s cash resources while still allowing the Company to continue to support its GlassesOff™ app.

The Company’s Chief Executive Officer and President, Mr. Nimrod Madar, Chief Scientific Officer, Dr. Uri Polat, and Chief Technology Officer, Mr. Ram Shaffir, have agreed to waive their respective salaries going forward, effective as of June 1, 2016. Mr. Shai Novik, our Chairman of the Board, has agreed to waive his annual director fee going forward, effective as of June 1, 2016.

Cautionary Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements.” Forward-looking statements include statements about our expectations, beliefs or intentions regarding our product offerings, business, financial condition, results of operations, strategies or prospects. You can identify such forward-looking statements by the words “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “likely,” “goal,” “assumes,” “targets”, “focus”, “potentially” and similar expressions and/or the use of future tense or conditional constructions (such as “will,” “may,” “could,” “should” and the like) and by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date such statements are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors and risks could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including those risks detailed in Item 1A “Risk Factors” contained in our most recently filed Annual Report on Form 10-K, as may be updated by our subsequently filed Quarterly Reports on Forms 10-Q. Forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance. We undertake no obligation to update, and we do not have a policy of updating or revising, these forward-looking statements, except as required by applicable law.

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.

	INNOVISION LABS, INC.
Date: February 5, 2016	By:	/s/ Nimrod Madar
Date: June 1, 2016	By:	/s/ Nimrod Madar
		Name: Nimrod Madar
		Name:	Nimrod Madar
		Title: President and Chief Executive Officer
		Title:	President and Chief Executive
			Officer

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