UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): August 1631, 2016

PFO GLOBAL, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Nevada	~~333-167380~~	65333-~~0434332~~167380	65-0434332
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification Number)

14401 Beltwood Parkway W., Suite 115 Farmers Branch, Texas	75244
(Address of principal executive offices)	(Zip Code)

14401 Beltwood Parkway W., Suite 115

~~Registrant’s~~Farmers ~~telephone number~~Branch, ~~including~~Texas ~~area code: (817) 251-4333~~75244

~~Not Applicable~~ (~~Former~~Address ~~name~~of orPrincipal ~~former~~Executive ~~address~~Offices, ifZip ~~changed since last report~~Code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode: ~~the~~(972) ~~Form 8~~573-K6135 ~~filing~~Not isApplicable ~~intended~~(Former toname ~~simultaneously~~or ~~satisfy~~former ~~the~~address, ~~filing~~if ~~obligation~~changed ofsince ~~the~~last ~~registrant under any of the following provisions (see General Instruction A.2. below~~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))

~~Section~~Item 15.02 –Departure ~~Registrant’s~~of ~~Business~~Directors ~~and~~or ~~Operations~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~Departure ~~1.01 Entry~~of ~~into~~Chief aFinancial ~~Material~~Officer ~~Definitive Agreement.~~

~~Entry~~On ~~into~~August ~~Securities~~31, ~~Purchase~~2016, ~~Agreement~~Brigitte Rousseau was terminated from her position as Chief Financial Officer of PFO Global, Inc. (the “Company”). There were no disagreements between Ms. Rousseau and ~~Debenture~~the Company

OnAppointment August 16, 2016, PFO Global, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Hillair Capital Investments, L.P. (the “Investor”), pursuant to which the Company sold, on August 16, 2016, (the “Closing Date”), an aggregate of ~~$448,000~~Principal inFinancial ~~principal amount of an original issue discount senior secured convertible debenture (the “Debenture”), for an aggregate purchase price of $400,000 to the Investor.~~ Officer

~~The~~On ~~Debenture~~September ~~matures~~12, ~~on August 1~~2016, ~~2017.~~the ~~The~~Board of Directors of the Company isappointed ~~not~~Mahesh ~~required~~Shetty, the Company’s Chief Restructuring Officer, to ~~pay~~also ~~regularly~~serve ~~scheduled~~in ~~interest~~the onrole as the ~~Debenture~~Company’s principal financial officer. ~~The~~Mr. ~~Debenture~~Shetty, is57, ~~convertible~~has atbeen a consultant to the ~~option~~Company since December 2015 in the role of Chief Restructuring Officer. Since July 2016, he has served as the ~~Investor~~Chief atFinancial ~~any~~Officer ~~time~~of ~~into~~SG ~~shares~~Blocks, Inc., a provider of ~~the~~code ~~Company’s~~engineered ~~common~~cargo ~~stock~~shipping containers for commercial, ~~par~~industrial ~~value~~and $0residential building construction.~~0001~~ ~~per~~From ~~share~~2008 (to 2015, Mr. Shetty served as the ~~“Common~~Partner, ~~Stock”)~~Chief atOperating anOfficer ~~initial~~and ~~conversion~~Chief ~~price~~Financial ~~(as~~Officer ~~may~~of beEncore ~~adjusted~~Enterprises, ~~the~~Inc. (“~~Conversion Price~~Encore”), ofa ~~$2.00~~private ~~per~~equity ~~share,~~real ~~subject~~estate tofirm ~~certain~~with ~~ownership~~over ~~limitations~~$750 ~~and~~million ~~adjustment~~in ~~provisions~~assets. ~~The~~He ~~Conversion~~had ~~Price~~senior ismanagement ~~subject~~oversight toand ~~reduction~~responsibility tofor anall ~~amount~~of ~~equal~~Encore’s toaccounting, ~~90%~~finance, ofrisk ~~the~~management, ~~effective~~human ~~price~~resources ~~per~~and ~~share~~information oftechnology ~~securities~~functions. ~~issued~~Mr. byShetty ~~the~~began ~~Company~~his ~~(i)~~career at PricewaterhouseCoopers, LLP and has served in aexecutive ~~registered~~finance ~~offering~~and ofoperational ~~Common~~leadership ~~Stock~~roles orwith ~~securities~~Fortune ~~convertible~~500 ~~into~~and ormid-size ~~exchangeable~~private ~~for~~and ~~shares~~public ofcompanies ~~Common~~in ~~Stock~~the ~~(collectively~~manufacturing, ~~“Common~~technology ~~Stock~~and ~~Equivalents”)~~service orindustries. ~~(ii)~~[He inearned ~~any~~a ~~other~~bachelor’s ~~financing~~degree orfrom ~~series~~Osmania ofUniversity ~~financings~~in ofIndia, ~~Common~~majoring ~~Stock~~in orbanking, ~~Common~~economics ~~Stock~~and ~~Equivalents~~accounting with ~~gross~~a ~~proceeds~~French ~~of $4~~minor,~~000,000~~ orand ~~more.~~received ~~Beginning~~his onmasters ~~the~~in ~~six-month~~business ~~anniversary~~administration (summa cum laude) from The University of ~~the~~Texas ~~Closing~~at ~~Date,~~Dallas. He ~~the~~is ~~Company~~a ~~has~~Certified ~~the~~Public ~~option~~Accountant, ~~subject~~a toCertified ~~certain~~Information ~~conditions~~Technology Professional, toa ~~redeem~~Chartered ~~some~~Global orManagement ~~all~~Accountant ofand ~~the~~a ~~then~~Fellow ~~outstanding~~Chartered ~~principal~~Accountant. ~~amount~~Mr. Shetty serves on the Board of Directors and is the ~~Debenture~~Treasurer ~~for~~of ~~cash~~Mothers inAgainst anDrunk ~~amount~~Driving,and ~~equal~~is toon the ~~sum~~Board of ~~(i)~~Directors ~~120%~~ of ~~the~~EZlytix, ~~then~~LLC, ~~outstanding~~a ~~principal~~private-cloud ~~amount~~based ofbusiness ~~the~~intelligence ~~Debenture~~software company and ~~(ii)~~SG ~~any~~Blocks, ~~liquidated~~Inc. Mr. ~~damages~~Shetty ~~and~~also ~~other~~serves ~~amounts~~on ~~due~~the inBoard ~~respect~~of Advisors of ~~the~~Hangar ~~Debenture.~~Ventures ~~Pursuant~~LLC, tois ~~the~~a ~~terms~~member of the ~~Debenture,~~Executive Education Advisory Council of the ~~Company~~School ~~has~~of ~~agreed~~Management toat ~~certain~~The ~~negative~~University ~~covenants~~of Texas at Dallas, ~~including~~and ~~not~~serves toas ~~incur~~Chairman orof ~~repay~~the ~~any~~US ~~other~~India ~~indebtedness~~Chamber of Commerce, ~~for~~Dallas soFort ~~long~~Worth. asMr. ~~any~~Shetty’s ~~portion~~pertinent ofexperience, ~~the~~qualifications, ~~Debenture~~attributes ~~remains~~and ~~outstanding~~skills include expertise in finance, strategy, technology and operations.

The Company’s ~~obligations~~has ~~under~~no ~~the~~formal ~~Debenture~~employment ~~are~~agreement ~~secured~~with byMr. aShetty. ~~lien~~He ondoes ~~all~~not ofhave ~~the~~any ~~Company’s~~family ~~assets,~~relationships ~~including~~with aany ~~pledge~~ of the ~~securities of the~~ Company’s ~~subsidiaries,~~directors ~~pursuant~~or toexecutive ~~the~~officers, ~~terms~~nor ofis ~~the~~he ~~existing~~a ~~Security~~party ~~Agreement~~to ~~(the~~any ~~“Security~~transactions ~~Agreement”) entered into as~~ of ~~June 30, 2015, between~~ the ~~Company~~type ~~and~~listed ~~the Investor, as described~~ in ~~the~~Item ~~Current Report on Form 8-K filed by the Company on July 6, 2015~~ 404(~~the~~a) ~~“July~~of ~~6th~~Regulation 8S-K”).

If at any time during the period beginning on the six-month anniversary of the Closing Date and ending at such time as all of the shares of Common Stock underlying the Debenture (the “Securities”) can be sold without restriction or limitation pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), if the Company either (i) shall fail for any reason to satisfy the current public information requirements contained in Rule 144 or (ii) has ever been, or becomes in the future, an issuer described in section (i)(1)(i) of Rule 144, then the Company shall be obligated to pay to the Investor an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the purchase price paid by the Investor for the Debenture per month until the applicable event giving right to such payments is cured (or the Investor is nonetheless able to transfer its Securities pursuant to Rule 144).

The foregoing summary provides only a brief description of the Securities Purchase Agreement, the Debenture and the Security Agreement. The summary does not purport to be complete and is qualified in its entirety by the full text of such documents, copies of which are attached hereto as Exhibits 10.1 and 10.2 and attached as Exhibit 10.7 to the July 6th 8-K, respectively, and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Securities Purchase Agreement and the agreements entered into in connection therewith, including the Debenture, is incorporated into this Item 2.03 by reference. The disclosure in this Item 2.03 is qualified by reference to the applicable information set forth in Item 1.01 of this Current Report on Form 8-K.

Section 3 – Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

As described in Item 1.01 of this Current Report on Form 8-K, on the Closing Date the Company consummated the transactions contemplated by the Securities Purchase Agreement, including the issuance of the Debenture. The issuance and sale of the Debenture is exempt from registration under Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, because the transactions do not involve a public offering. The Company has not engaged in general solicitation or advertising with regard to the issuance and sale of the Debenture.

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The disclosure in this Item 3.02 is qualified by reference to the information set forth in Item 1.01 of this Current Report on Form 8-K.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On August 18, 2016, PFO Global, Inc. released a press release announcing the investment pursuant to the Securities Purchase Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to Item 7.01 (including Exhibit 99.1 hereto), 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”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Securities Purchase Agreement, dated August 16, 2016, by and between PFO Global, Inc. and Hillair Capital Investments, L.P.
10.2	Debenture, dated August 16, 2016, issued by PFO Global, Inc. to Hillair Capital Investments, L.P.
99.1	Press Release of PFO Global, Inc. issued on August 18, 2016 (furnished pursuant to Item 7.01).

SIGNATURE

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 ~~thereunto~~hereunto duly authorized.

	PFO GLOBAL, INC.
Date: August 19, 2016	By:	/s/ Brigitte Rousseau
	Name:	Brigitte Rousseau
	Title:	Chief Financial Officer

Dated: September 16, 2016

~~Exhibit~~PFO ~~Index~~Global, Inc. By: /s/ Matt Cevasco Matt CevascoChief Executive Officer

Exhibit No.	Description of Exhibit
10.1	Securities Purchase Agreement, dated August 16, 2016, by and between PFO Global, Inc. and Hillair Capital Investments, L.P.
10.2	Debenture, dated August 16, 2016, issued by PFO Global, Inc. to Hillair Capital Investments, L.P
99.1	Press Release of PFO Global, Inc. issued on August 18, 2016 (furnished pursuant to Item 7.01).

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