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): ~~September~~October 1510, 2016

PFO GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Nevada

333-167380

65-0434332

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S Employer Identification No.)

14401 Beltwood Parkway W., Suite 115

Farmers Branch, Texas

75244

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (817) 251-4333

Not Applicable ~~(Former name or former address, if changed since last report)~~

(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 (see General Instruction A.2. below):

☐ 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 15 – ~~Registrant’s~~Corporate ~~Business~~Governance and ~~Operations~~Management

Item 15.~~01 Entry~~02 ~~into~~Departure aof ~~Material~~Directors ~~Definitive~~or ~~Agreement.~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Entry~~On October 10, 2016, Brigitte Rousseau, the former chief financial officer of PFO Global, Inc. (the “Company”), entered into ~~Securities~~a ~~Purchase~~consulting agreement with the Company (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Ms. Rousseau agreed to provide certain advisory services to the Company, as directed by the Company’s board of directors (the “Board”), for up to twenty hours per week for a period of six months. The Company agreed to pay to Ms. Rousseau (i) a monthly fee in the amount of $12,330.00 (the “Consulting Fee”) and ~~Debenture~~(ii) for any hours worked by Ms. Rousseau pursuant to the Consulting Agreement that exceed eighty hours in any calendar month, an additional fee of $100.00 per hour.

OnThe term of the Consulting Agreement commenced on September 151, 2016, ~~PFO~~and ~~Global~~continues until February 28, ~~Inc.~~2017, subject to the early termination provisions provided in the Consulting Agreement (the “~~Company~~Term”). ~~entered~~If ~~into~~the aConsulting ~~Securities~~Agreement ~~Purchase~~is ~~Agreement~~terminated by the Company for Cause (as defined below) or by Ms. Rousseau, the ~~“Securities~~Company ~~Purchase~~agreed to pay to Ms. Rousseau any unpaid amount of the Consulting Fee that has accrued prior to the date of termination. If the Consulting Agreement”) ~~with~~is ~~Hillair~~terminated ~~Capital~~by ~~Investments~~the Company without Cause or as a result of Ms. Rousseau’s death or disability, Lthe Company agreed to pay to Ms.P Rousseau any unpaid amount of the Consulting Fee that has accrued prior to the date of termination and any unpaid amount of the Consulting Fee that is payable to Ms. (Rousseau through the end of the Term. “~~Investor~~Cause” is defined in the Consulting Agreement as (i), ~~pursuant~~a charge or indictment of Ms. Rousseau relating to a state or federal statutory or common law in connection with a crime involving moral turpitude, theft, embezzlement or fraud or any felony, which in the good faith judgment of the Board may or will adversely affect the Company ~~sold,~~or onany ~~September~~of 15its subsidiaries or affiliates or Ms. Rousseau’s ability to perform the Services; (ii) a conviction of, ~~2016~~or a pleading of no-contest by, ~~(the~~Ms. ~~“Closing~~Rousseau ~~Date”~~to any felony; (iii) Ms. Rousseau’s dishonesty, anfraud, ~~aggregate~~unethical or illegal act, misappropriation or embezzlement in relation to the Company or any of ~~$392~~its subsidiaries or affiliates at any time or Ms. Rousseau’s performance of the Services or which,~~000~~ in ~~principal~~the ~~amount~~good faith judgment of anthe ~~original~~Board, ~~issue~~does ~~discount~~(or ~~senior~~could ~~secured~~reasonably ~~convertible~~be ~~debenture~~likely to) damage the Company or any of its subsidiaries or affiliates or any of their reputations; (iv) Ms. Rousseau’s material failure to perform the ~~“Debenture”~~Services for the Company or any of its subsidiaries or affiliates, which failure is not reasonably cured within fourteen days following Ms. Rousseau’s receipt of written notice of such failure from the Company; or (vii) a material breach of the Consulting Agreement or any other written agreement, ~~for~~signed anby ~~aggregate~~all ~~purchase~~of ~~price~~the parties thereto, between Ms. Rousseau and the Company or any of ~~$350~~any of its affiliates or subsidiaries,~~000~~ which breach is not reasonably cured within fourteen days following Ms. Rousseau’s receipt of written notice of such breach from the Company, provided that such right to cure shall not be applicable in the ~~Investor~~event that Ms. Rousseau has received written notice of an identical breach on one or more occasions in the past or where such breach is not capable of being cured.

~~The~~Pursuant ~~Debenture matures on September 1, 2017. The Company is not required~~ to ~~pay regularly scheduled interest on~~ the ~~Debenture.~~Consulting ~~The Debenture is convertible at the option of the Investor at any time into shares of the Company’s common stock~~Agreement, ~~par~~and ~~value~~among ~~$0.0001~~other ~~per share (the “Common Stock”) at an initial conversion price (as may be adjusted~~items, ~~the “Conversion Price”) of $2~~Ms.00 ~~per~~Rousseau ~~share,~~agreed ~~subject~~ to ~~certain~~a ~~ownership~~general ~~limitations~~release and ~~adjustment~~waiver ~~provisions.~~and, ~~The~~for ~~Conversion Price is subject to reduction to an amount equal to 90% of~~ the ~~effective~~duration ~~price per share~~ of ~~securities issued by~~ the ~~Company~~Term ~~(i)~~and infor a registered offering of Common Stock or securities convertible into or exchangeable for shares of Common Stock (collectively “Common Stock Equivalents”) or (ii) in any other financing or series of financings of Common Stock or Common Stock Equivalents with gross proceeds of $4,000,000 or more. Beginning on the sixone-~~month~~year ~~anniversary~~period ofafter the ~~Closing Date~~Term, ~~the~~a ~~Company~~non-competition ~~has~~covenant the option, subject to certain conditions, to redeem some or all of the then outstanding principal amount of the Debenture for cash in an amount equal to the sum of (i) 120% of the then outstanding principal amount of the Debenture and ~~(ii)~~a ~~any~~non-solicitation ~~liquidated damages and other amounts due in respect of the Debenture~~covenant. Pursuant to the terms of the Debenture, the Company has agreed to certain negative covenants, including not to incur or repay any other indebtedness, for so long as any portion of the Debenture remains outstanding.

The ~~Company’s~~foregoing ~~obligations~~is ~~under the Debenture are secured by~~ a ~~lien~~summary ~~on all~~ of the ~~Company’s~~material ~~assets,~~terms ~~including~~and aconditions ~~pledge~~ of the ~~securities~~Consulting ofAgreement ~~the~~and ~~Company’s~~is ~~subsidiaries,~~not ~~pursuant~~a tocomplete ~~the~~discussion ~~terms~~ of the ~~existing~~Consulting ~~Security~~ Agreement. (Accordingly, the ~~“Security~~foregoing ~~Agreement”)~~is ~~entered~~qualified ~~into~~in asits ofentirety ~~June~~by ~~30,~~reference ~~2015,~~to ~~between~~ the ~~Company~~full ~~and~~text ~~the~~of ~~Investor, as described in~~ the ~~Current~~Consulting ~~Report~~Agreement, ona ~~Form~~copy ~~8-K~~of ~~filed~~which byis ~~the~~attached ~~Company~~hereto onas ~~July~~Exhibit 6,10.1 ~~2015~~and ~~(the~~incorporated ~~“July~~herein ~~6th~~by ~~8-K”)~~reference.

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~~Consulting ~~Purchase~~ Agreement, dated ~~September~~October 1510, 2016, by and between PFO Global, Inc. and ~~Hillair~~Brigitte ~~Capital Investments, L~~Rousseau.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 thereunto duly authorized.

	PFO GLOBAL, INC.
Date: September 20, 2016	By:	/s/ Mahesh Shetty
Date: October 14, 2016	By:	/s/ Mahesh Shetty
	Name:	Mahesh Shetty
	Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description of Exhibit
10.1	~~Securities~~Consulting ~~Purchase~~ Agreement, dated ~~September~~October 1510, 2016, by and between PFO Global, Inc. and ~~Hillair~~Brigitte ~~Capital Investments, L~~Rousseau.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.