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): October 1017, 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)

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 51 – ~~Corporate~~Registrant’s ~~Governance~~Business and ~~Management~~Operations

Item 51.0201 Entry ~~Departure~~into ofa ~~Directors~~Material orDefinitive ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnEntry ~~October 10, 2016, Brigitte Rousseau, the former chief financial officer of PFO Global, Inc. (the “Company”), entered~~ into aSecurities ~~consulting~~Purchase ~~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 ~~(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.~~ Debenture

~~The~~On ~~term~~October ~~of the Consulting Agreement commenced on September 1~~17, 2016, ~~and~~PFO ~~continues until February 28~~Global, ~~2017,~~Inc. ~~subject to the early termination provisions provided in the Consulting Agreement~~ (the “~~Term~~Company”). Ifentered ~~the~~into ~~Consulting~~a ~~Agreement~~Securities isPurchase ~~terminated~~Agreement ~~by the Company for Cause~~ (~~as defined below) or by Ms. Rousseau,~~ the ~~Company~~“Securities ~~agreed~~Purchase ~~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”) iswith ~~terminated~~Hillair byCapital ~~the Company without Cause or as a result of Ms. Rousseau’s death or disability~~Investments, ~~the Company agreed to pay to Ms~~L. ~~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~~P. ~~Rousseau through~~ (the ~~end of the Term.~~ “~~Cause~~Investor” ~~is defined in the Consulting Agreement as (i~~), apursuant ~~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 ~~or any of its subsidiaries or affiliates or Ms. Rousseau’s ability to perform the Services; (ii) a conviction of~~sold, oron aOctober ~~pleading of no-contest by~~17, ~~Ms. Rousseau to any felony; (iii) Ms. Rousseau’s dishonesty~~2016, fraud, unethical or illegal act, misappropriation or embezzlement in relation to the Company or any of its subsidiaries or affiliates at any time or Ms. Rousseau’s performance of the Services or which, in the good faith judgment of the Board, does (~~or could reasonably be likely to) damage~~ the ~~Company~~“Closing ~~or any of its subsidiaries or affiliates or any of their reputations; (iv~~Date”), ~~Ms.~~an ~~Rousseau’s~~aggregate ~~material failure to perform the Services for the Company or any~~ of ~~its subsidiaries or affiliates~~$431,200 ~~which~~in ~~failure~~principal isamount ~~not reasonably cured within fourteen days following Ms. Rousseau’s receipt~~ of ~~written~~an ~~notice~~original ofissue ~~such~~discount ~~failure~~senior ~~from~~secured ~~the~~convertible ~~Company;~~debenture or (~~vii) a material breach of~~ the ~~Consulting Agreement or any other written agreement~~“Debenture”), ~~signed~~for byan ~~all~~aggregate ofpurchase ~~the~~price ~~parties thereto, between Ms. Rousseau and the Company or any~~ of ~~any of its affiliates or subsidiaries~~$385,000 ~~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 ~~event that Ms~~Investor. ~~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.~~

~~Pursuant~~The Debenture matures on October 17, 2017. The Company is not required to pay regularly scheduled interest on the ~~Consulting~~Debenture. ~~Agreement~~The Debenture is convertible at the option of the Investor at any time into shares of the Company’s common stock, ~~and~~par ~~among~~value ~~other~~$0.0001 ~~items~~per share (the “Common Stock”), Msat an initial conversion price (as may be adjusted, the “Conversion Price”) of $2.00 ~~Rousseau~~per ~~agreed~~share, subject to acertain ~~general~~ownership ~~release~~limitations and ~~waiver~~adjustment ~~and,~~provisions. ~~for~~The Conversion Price is subject to reduction to an amount equal to 90% of the ~~duration~~effective price per share of securities issued by the ~~Term~~Company ~~and~~(i) ~~for~~in a ~~one~~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 six-~~year~~month ~~period~~anniversary ~~after~~of the ~~Term~~Closing Date, athe ~~non-competition~~Company ~~covenant~~has 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 a(ii) ~~non-solicitation~~any ~~covenant~~liquidated damages and other amounts due in respect of the Debenture. 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 ~~foregoing~~Company’s isobligations under the Debenture are secured by a ~~summary~~lien on all of the ~~material~~Company’s ~~terms~~assets, ~~and~~including ~~conditions~~a pledge of the ~~Consulting~~securities ~~Agreement~~of ~~and~~the isCompany’s ~~not~~subsidiaries, apursuant ~~complete~~to ~~discussion~~the terms of the ~~Consulting~~existing Security Agreement. ~~Accordingly,~~ (the ~~foregoing~~“Security isAgreement”) ~~qualified~~entered ininto ~~its~~as ~~entirety~~of byJune ~~reference~~30, to2015, between the ~~full~~Company ~~text~~and ofthe Investor, as described in the ~~Consulting~~Current ~~Agreement,~~Report aon ~~copy~~Form of8-K ~~which~~filed isby ~~attached~~the ~~hereto~~Company ason ~~Exhibit~~July ~~10.1~~6, ~~and~~2015 ~~incorporated~~(the ~~herein~~“July by6th ~~reference~~8-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 October 21, 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	~~Consulting~~Securities Purchase Agreement, dated October 1017, 2016, by and between PFO Global, Inc. and ~~Brigitte~~Hillair ~~Rousseau~~Capital Investments, L.P.
10.2	Debenture, dated October 17, 2016, issued by PFO Global, Inc. to Hillair Capital Investments, L.P.
99.1	Press Release of PFO Global, Inc. issued on October 21 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: October 14, 2016	By:	/s/ Mahesh Shetty
Date: October 21, 2016	By:	/s/ Mahesh Shetty
	Name:	Mahesh Shetty
	Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description of Exhibit
10.1	~~Consulting~~Securities Purchase Agreement, dated October 1017, 2016, by and between PFO Global, Inc. and ~~Brigitte~~Hillair ~~Rousseau~~Capital Investments, L.P.
10.2	Debenture, dated October 17, 2016, issued by PFO Global, Inc. to Hillair Capital Investments, L.P.
99.1	Press Release of PFO Global, Inc. issued on October 21, 2016 (furnished pursuant to Item 7.01).

Filing Compare · PFO Global, Inc.