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): ~~December~~ 29February 4, ~~2015~~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)

GlassesOff Inc.

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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~~On February 54, 2016, InnoVision Labs, Inc.07, ~~Submission~~a ofNevada ~~Matters~~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 ~~Vote~~private placement (the “Private Placement”) $1,060,000 aggregate principal amount of ~~Security~~the ~~Holders~~Company’s 8.0% Senior 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 $0.001 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.

~~On December 29, 2015,~~The ~~GlassesOff Inc., a Nevada corporation (the “~~Company~~”),~~ ~~amended~~issued ~~its articles of incorporation (~~the ~~“Amendment”), pursuant~~Securities to ~~which~~ the ~~Company~~Investors ~~(i) changed~~in ~~its~~offshore ~~name~~transactions ~~from~~in ~~“GlassesOff~~reliance ~~Inc.”~~upon tothe ~~“InnoVision~~exemption ~~Labs,~~from ~~Inc.”~~registration provided ~~(the~~by ~~“Name~~Regulation ~~Change”)~~S ~~and~~promulgated ~~(ii)~~under ~~increased~~ the ~~number~~Securities ofAct ~~its authorized shares~~ of ~~common stock~~1933, ~~par~~as ~~value~~amended ~~$0.001 per share~~ (the “~~Common~~Securities ~~Stock~~Act”),. ~~from~~Each ~~20,000,000~~Investor represented to ~~40,000,000. In connection with~~ the ~~Name~~Company ~~Change,~~that ~~the~~such ~~Company~~Investor ~~expects that~~was ~~its~~an ~~Common~~“accredited ~~Stock~~investor”, ~~which~~as isdefined ~~currently~~in ~~traded~~Rule on501(a) under the ~~OTCBB~~Securities Act, and ~~the~~that ~~OTCQB~~such ~~under~~Investor’s ~~the~~Securities ~~symbol~~were ~~“GLSO”,~~being ~~will~~acquired ~~soon~~for ~~trade under~~investment ~~a new symbol~~purposes.

The ~~Company’s~~ ~~Board~~description of ~~Directors~~the ~~approved~~Purchase Agreement, the ~~Amendment,~~Notes ~~following~~and ~~which~~the ~~stockholders~~Warrants ~~holding~~contained in ~~excess~~the ofCompany’s aCurrent ~~majority~~Report ofon Form 8-K filed with the ~~outstanding~~U.S. ~~shares of~~Securities ~~Common~~and ~~Stock~~Exchange ~~approved~~Commission on September 23, 2015 (the ~~Amendment~~“Prior by8-K”) ~~written~~is ~~consent~~incorporated herein by reference. AnSuch ~~aggregate~~description is qualified in its entirety by reference to the full text of 3the form of Note,~~322,577~~ ~~votes~~the ~~were~~form of ~~cast~~Warrant ~~“for”~~and the ~~Amendment~~Purchase Agreement, no ~~votes~~which were ~~cast~~filed ~~“against”~~as ~~the~~Exhibit ~~Amendment~~4.1, ~~and~~Exhibit ~~there~~4.2 ~~were~~and noExhibit ~~abstentions~~10.1, orrespectively, ~~broker~~to ~~non~~the Prior 8-~~votes~~K, which text is incorporated herein by reference.

The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1, to this Current Report on Form 8-K and incorporated herein by reference.SIGNATURES

~~Item~~Pursuant to ~~9.01~~the ~~Financial~~requirements ~~Statements~~of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits

	INNOVISION LABS, INC.

Date: February 5, 2016	By:	/s/ Nimrod Madar
		Name: Nimrod Madar
		Title: President and Chief Executive Officer

Exhibit Number	Description
3.1	Amendment to Articles of Incorporation

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: January 5, 2016	By:	/s/ Nimrod Madar
		Name:	Nimrod Madar
		Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
3.1	Amendment to Articles of Incorporation

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