Attached files
file | filename |
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EX-5.1 - LEGAL OPINION OF CARMEL, MILAZZO & DICHIARA - Provision Holding, Inc. | fs12017a3ex5i_provision.htm |
EX-10.21 - POINT OF SALE ADVERTISING AGREEMENT BETWEEN PROVISION INTERACTIVE TECHNOLOGIES, - Provision Holding, Inc. | fs12017a3ex10xxi_provision.htm |
As filed with the Securities and Exchange Commission on April 28, 2017
Registration No. 333-214757
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1/A
(Amendment #3)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Provision Holding, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 3651 | 20-0754724 | ||
(State
or other jurisdiction of incorporation or organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
Provision Holding, Inc.
9253 Eton Avenue
Chatsworth, CA 91311
(818) 775-1624
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Curt Thornton
Chief Executive Officer
Provision Holding, Inc.
9253 Eton Avenue
Chatsworth, CA 91311
(818) 775-1624
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter DiChiara, Esq.
Carmel, Milazzo & DiChiara LLP
261 Madison Avenue, 9th Floor
New York, NY 10016
(212) 658-0458
Approximate date of commencement of proposed sale to the public: As soon as practical after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☒ | 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 to Section 7(a)(2)(B) of the Securities Act.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Provision Holding, Inc. is filing this Amendment No. 3 to its Registration Statement on Form S-1 (File No. 333-214757), as amended (the “Registration Statement”), to file Exhibit No. 10.21 to the Registration Statement. Accordingly, this Amendment No. 3 to the Registration Statement only consists of the facing page, this explanatory note, the signature page to the Registration Statement, the Exhibit Index and Exhibit No. 10.21 filed herewith. Parts I and II of the Registration Statement are unchanged and have therefore been omitted.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement on Form S-1/A to be signed on its behalf by the undersigned, thereunto duly authorized on this 28th day of April, 2017.
Provision Holding, Inc. | ||
By: | /s/ Curt Thornton | |
Curt Thornton | ||
Chief Executive Officer (Principal
Executive Officer, |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Curt Thornton | Chief Executive Officer and Chairman | April 28, 2017 | ||
Curt Thornton | (Principal
Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|||
/s/ Robert Ostrander | Vice President, Sales, Business Development, Secretary, and | April 28, 2017 | ||
Robert Ostrander | Direction |
INDEX TO EXHIBITS UPDATE
* Filed herewith