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~~September 3115, 2016

PFO GLOBAL, INC.

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

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

14401 Beltwood Parkway W., Suite 115

14401 Beltwood Parkway W., Suite 115

Farmers Branch, Texas

75244

(Address of principal executive offices)

(Zip Code)

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

Not Applicable (~~Address~~Former ofname ~~Principal~~or ~~Executive~~former ~~Offices~~address, ~~Zip~~if ~~Code~~changed since last report)

~~Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code:~~if ~~(972)~~the ~~573~~Form 8-~~6135~~K ~~Not~~filing ~~Applicable~~is ~~(Former~~intended ~~name~~to orsimultaneously ~~former~~satisfy ~~address,~~the iffiling ~~changed~~obligation ~~since~~of ~~last~~the ~~report~~registrant under any of the following provisions (see General Instruction A.2. below):

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~~Section ~~5.02~~1 ~~Departure~~– ofRegistrant’s ~~Directors~~Business orand ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Operations

~~Departure~~Item of1.01 Entry ~~Chief~~into ~~Financial~~a ~~Officer~~Material Definitive Agreement.

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

~~Appointment~~On September 15, 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 September 15, 2016, (the “Closing Date”), an aggregate of ~~Principal~~$392,000 ~~Financial~~in ~~Officer~~principal amount of an original issue discount senior secured convertible debenture (the “Debenture”), for an aggregate purchase price of $350,000 to the Investor.

OnThe ~~September~~Debenture ~~12,~~matures ~~2016,~~on ~~the~~September ~~Board~~1, of2017. ~~Directors~~The ~~of the~~ Company ~~appointed~~is ~~Mahesh~~not ~~Shetty,~~required ~~the Company’s Chief Restructuring Officer,~~ to ~~also~~pay ~~serve~~regularly inscheduled ~~the~~interest ~~role~~on as the ~~Company’s principal financial officer~~Debenture. ~~Mr.~~The ~~Shetty,~~Debenture ~~57,~~is ~~has~~convertible ~~been~~at ~~a consultant to~~ the ~~Company~~option ~~since December 2015 in the role~~ of ~~Chief Restructuring Officer. Since July 2016, he has served as~~ the ~~Chief~~Investor ~~Financial~~at ~~Officer~~any oftime SGinto ~~Blocks,~~shares ~~Inc., a provider~~ of ~~code~~the ~~engineered~~Company’s ~~cargo~~common ~~shipping containers for commercial~~stock, ~~industrial~~par ~~and~~value ~~residential building construction~~$0.0001 ~~From~~per ~~2008~~share ~~to 2015, Mr. Shetty served as~~ (the ~~Partner,~~“Common ~~Chief~~Stock”) ~~Operating~~at ~~Officer~~an ~~and~~initial ~~Chief~~conversion ~~Financial~~price ~~Officer~~(as ofmay ~~Encore~~be ~~Enterprises~~adjusted, ~~Inc.~~the (“~~Encore~~Conversion Price”), aof ~~private~~$2.00 ~~equity~~per ~~real~~share, ~~estate~~subject ~~firm~~to ~~with~~certain ~~over~~ownership ~~$750~~limitations ~~million~~and inadjustment ~~assets~~provisions. HeThe ~~had~~Conversion ~~senior~~Price ~~management~~is ~~oversight~~subject ~~and~~to ~~responsibility~~reduction ~~for~~to ~~all~~an ofamount ~~Encore’s~~equal ~~accounting,~~to ~~finance,~~90% ~~risk~~of ~~management,~~the ~~human~~effective ~~resources~~price ~~and~~per ~~information~~share ~~technology~~of ~~functions.~~securities ~~Mr.~~issued ~~Shetty~~by ~~began~~the ~~his~~Company ~~career~~(i) ~~at PricewaterhouseCoopers, LLP and has served~~ in ~~executive~~a ~~finance~~registered ~~and~~offering ~~operational~~of ~~leadership~~Common ~~roles~~Stock ~~with~~or ~~Fortune~~securities ~~500~~convertible ~~and~~into ~~mid-size~~or ~~private~~exchangeable ~~and~~for ~~public~~shares ~~companies~~of inCommon ~~the~~Stock ~~manufacturing,~~(collectively ~~technology~~“Common ~~and~~Stock ~~service~~Equivalents”) ~~industries.~~or ~~[He~~(ii) ~~earned~~in aany ~~bachelor’s~~other ~~degree~~financing ~~from~~or ~~Osmania~~series ~~University~~of infinancings ~~India,~~of ~~majoring~~Common inStock ~~banking,~~or ~~economics~~Common ~~and~~Stock ~~accounting~~Equivalents with agross ~~French~~proceeds ~~minor~~of $4,000,000 ~~and~~or ~~received~~more. ~~his~~Beginning ~~masters~~on inthe ~~business~~six-month ~~administration~~anniversary ~~(summa cum laude) from The University~~ of ~~Texas~~the atClosing ~~Dallas. He~~Date, isthe aCompany ~~Certified~~has ~~Public~~the ~~Accountant~~option, asubject ~~Certified~~to ~~Information~~certain ~~Technology Professional~~conditions, ato ~~Chartered~~redeem ~~Global~~some ~~Management~~or ~~Accountant~~all ~~and~~of athe ~~Fellow~~then ~~Chartered~~outstanding ~~Accountant.~~principal ~~Mr.~~amount ~~Shetty serves on the Board~~ of ~~Directors and is~~ the ~~Treasurer~~Debenture offor ~~Mothers~~cash ~~Against~~in ~~Drunk~~an ~~Driving,and~~amount isequal onto the ~~Board~~sum of ~~Directors~~(i) 120% of ~~EZlytix,~~the ~~LLC,~~then aoutstanding ~~private-cloud~~principal ~~based~~amount ~~business~~of ~~intelligence~~the ~~software~~Debenture ~~company~~ and SG(ii) ~~Blocks,~~any ~~Inc. Mr.~~liquidated ~~Shetty~~damages ~~also~~and ~~serves~~other onamounts ~~the~~due ~~Board~~in ofrespect ~~Advisors~~ of ~~Hangar~~the ~~Ventures~~Debenture. ~~LLC,~~Pursuant isto athe ~~member~~terms of the ~~Executive~~Debenture, ~~Education Advisory Council of~~ the ~~School~~Company ofhas ~~Management~~agreed atto ~~The~~certain ~~University~~negative ~~of Texas at Dallas~~covenants, ~~and~~including ~~serves~~not asto ~~Chairman~~incur ofor ~~the~~repay USany ~~India~~other ~~Chamber of Commerce~~indebtedness, ~~Dallas~~for ~~Fort~~so ~~Worth.~~long ~~Mr.~~as ~~Shetty’s~~any ~~pertinent~~portion ~~experience,~~of ~~qualifications,~~the ~~attributes~~Debenture ~~and~~remains ~~skills include expertise in finance, strategy, technology and operations~~outstanding.

The Company’s ~~has~~obligations nounder ~~formal~~the ~~employment~~Debenture ~~agreement~~are ~~with~~secured ~~Mr.~~by ~~Shetty.~~a Helien ~~does~~on ~~not~~all ~~have~~of ~~any~~the ~~family~~Company’s ~~relationships~~assets, ~~with~~including ~~any~~a pledge of the securities of the Company’s ~~directors~~subsidiaries, orpursuant ~~executive~~to ~~officers,~~the ~~nor~~terms isof hethe aexisting ~~party~~Security toAgreement ~~any~~(the ~~transactions~~“Security Agreement”) entered into as of June 30, 2015, between the ~~type~~Company ~~listed~~and the Investor, as described in ~~Item~~the ~~404~~Current Report on Form 8-K filed by the Company on July 6, 2015 (a)the of“July ~~Regulation~~6th S8-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.

Section 2 – Financial Information

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.

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, which is convertible into shares of Common Stock. 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.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On September 20, 2016, the Company 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 September 15, 2016, by and between PFO Global, Inc. and Hillair Capital Investments, L.P.
10.2	Debenture, dated September 15, 2016, issued by PFO Global, Inc. to Hillair Capital Investments, L.P.
99.1	Press Release of PFO Global, Inc. issued on September 20, 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 ~~hereunto~~thereunto duly authorized.

Dated: September 16, 2016

	PFO GLOBAL, INC.


Date: September 20, 2016	By:	/s/ Mahesh Shetty
	Name:	Mahesh Shetty
	Title:	Chief Financial Officer

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

Exhibit No.	Description of Exhibit
10.1	Securities Purchase Agreement, dated September 15, 2016, by and between PFO Global, Inc. and Hillair Capital Investments, L.P.
10.2	Debenture, dated September 15, 2016, issued by PFO Global, Inc. to Hillair Capital Investments, L.P.
99.1	Press Release of PFO Global, Inc. issued on September 20, 2016 (furnished pursuant to Item 7.01).

Filing Compare · PFO Global, Inc.