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: October 15, 2015

(Date of earliest event reported)

Oculus VisionTech Inc.
(Exact Name of Registrant as Specified in Charter)

(604) 685-1017
(Registrant’s telephone number, including area 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:

[  ]  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))

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Item 3.02. Unregistered Sale of Equity Securities.

On October 15, 2015, Oculus VisionTech Inc. (the “Company”) issued 32,000,000 common shares of the Company at the price of CDN$0.07 per share. The common shares were issued by the Company in connection with the closing of a non-brokered private placement for aggregate gross proceeds of CDN$2.24 million (the “Offering”). The proceeds of the Offering are expected to be used by the Company for working capital, Alpha and Beta testing of watermarking technology and the repayment of current liabilities (which totaled approximately US$1.25 million as at June 30, 2015).

In connection with the Offering, the Company issued an aggregate of 450,000 common shares of the Company, for aggregate cash consideration of CDN$31,500 to purchasers who were in the “United States” or “U.S. persons” (as such terms are defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”)), in reliance upon Rule 506(b) of Regulation D under the Securities Act (“Regulation D”), solely to “accredited investors”, as such term is defined in Rule 501(a) of Regulation D.

In connection with the Offering, the Company issued an aggregate of 31,550,000 common shares of the Company, for aggregate cash consideration of CDN$2,208,500 to purchasers who were outside the United States and not U.S. persons in reliance upon Rule 903 of Regulation S under the Securities Act. A finder’s fee consisting of a cash payment equal to 8% of the gross proceeds and share purchase warrants equal to 8% of the common shares issued in respect of certain purchasers who were outside the United States and not U.S. persons. Each finder’s warrant entitles the holder to purchase one common share of the Company for a period of two years at the price of CDN$0.07 per share. The finder’s warrants were issued in reliance upon Rule 903 of Regulation S under the under the Securities Act.

Item 7.01. Regulation FD Disclosure.

On October 15, 2015, the Company issued a press release reporting the closing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated by reference into this Item 7.01.

No Offer or Solicitation

This communication does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Caution Regarding Forward-Looking Information and “Safe Harbor” Statement

This report contains forward-looking statements under applicable securities laws, including, but not limited to, statements related to the intended uses of the proceeds received from the Offering, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the Company’s ability to pursue its business objectives and the ability of the Company to raise the additional financing required to fund its business objectives and current operations; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in the Company’s SEC filings and reports, including in its annual report on Form 10-K for the year ended December 31, 2014 and Form 10-Q for the quarter ended June 30, 2015. The Company undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changes in its expectations.

Information Furnished

The information furnished herewith pursuant to Item 7.01 of this report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this report shall not be incorporated by reference into any filing under the Securities Act, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01. Exhibits.

The following exhibits are furnished herewith:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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