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~~December 177, 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 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 ~~into~~December ~~Securities~~7, ~~Purchase~~2016, ~~Agreement~~Mahesh Shetty, the Chief Financial Officer of PFO Global, Inc. (the “Company”), submitted notice of his resignation as Chief Financial Officer of the Company, effective as of the close of business on December 7, 2016. Mr. Shetty’s resignation is not the result of any material disagreement with the Company regarding its operations, policies or practices. Mr. Shetty will continue to serve the Company as a consultant to the Company’s board of directors and ~~Debenture~~Chief Executive Officer.

OnIn ~~October~~connection ~~17,~~with ~~2016~~Mr. Shetty’s resignation, ~~PFO~~on ~~Global~~December 7, ~~Inc.~~2016, (the “Company”) ~~entered~~appointed ~~into~~Matt aCevasco ~~Securities~~to ~~Purchase~~serve ~~Agreement~~as (the ~~“Securities~~Company’s ~~Purchase~~interim ~~Agreement”)~~Principal ~~with~~Financial ~~Hillair~~Officer ~~Capital~~effective ~~Investments~~December 7, L2016.P Mr. ~~(the “Investor”)~~Cevasco, ~~pursuant to which~~ the Company’s ~~sold,~~President onand ~~October~~Chief ~~17,~~Executive ~~2016~~Officer, ~~(the~~will ~~“Closing~~assume ~~Date”),~~the anduties ~~aggregate~~ of ~~$431,200~~Principal inFinancial ~~principal~~Officer, ~~amount~~until ofsuch antime ~~original~~as ~~issue discount senior secured convertible debenture (~~the ~~“Debenture”),~~Company ~~for~~appoints ana ~~aggregate~~permanent ~~purchase~~replacement ~~price~~Chief ofFinancial ~~$385,000 to the Investor~~Officer.

~~The~~Mr. ~~Debenture~~Cevasco, ~~matures~~53, onhas ~~October~~served ~~17,~~as ~~2017.~~the ~~The~~ Company’s isChief ~~not~~Executive ~~required~~Officer tosince ~~pay~~February ~~regularly~~29, ~~scheduled interest on the Debenture~~2016. ~~The~~Prior ~~Debenture~~to isjoining ~~convertible at~~ the ~~option~~Company, ofMr. ~~the~~Cevasco ~~Investor~~served atas ~~any time into shares of~~ the ~~Company’s~~President ~~common~~and ~~stock,~~General ~~par~~Manager ~~value~~of ~~$0.0001~~Luneau ~~per~~Technology ~~share~~ (~~the~~ “~~Common Stock~~Luneau”), at an ~~initial~~international ~~conversion~~manufacturer ~~price~~of ~~(as~~ophthalmic ~~may~~diagnostic beinstruments ~~adjusted,~~and ~~the~~lens ~~“Conversion~~finishing ~~Price”) of $2.00 per share~~equipment, ~~subject~~from toSeptember ~~certain~~2010 ~~ownership~~until ~~limitations~~July ~~and adjustment provisions~~2015. ~~The~~At ~~Conversion~~Luneau, ~~Price~~Mr. isCevasco ~~subject~~provided tochange ~~reduction~~leadership toin anorder ~~amount equal~~ to ~~90%~~propel ofgrowth ~~the~~and ~~effective~~delivered ~~price~~significant ~~per~~results ~~share~~in ofsales ~~securities~~growth ~~issued~~and byexpense ~~the~~control. ~~Company~~Prior ~~(i)~~to injoining aLuneau, ~~registered~~Mr. ~~offering~~Cevasco ofserved ~~Common~~as ~~Stock~~the orVice ~~securities~~President ~~convertible~~of ~~into~~Sales orand ~~exchangeable~~Marketing ~~for~~at ~~shares~~Gateway ofEnergy ~~Common~~Service ~~Stock~~Corporation (~~collectively~~ “~~Common Stock Equivalents~~Gateway”), oran ~~(ii)~~early-stage inenergy ~~any~~service ~~other~~company, ~~financing~~from or2007 ~~series~~to of2009, ~~financings~~where ofhe ~~Common~~restructured ~~Stock~~and orled ~~Common~~operations ~~Stock~~for ~~Equivalents~~all ~~with~~front-end ~~gross proceeds of $4~~functions,~~000,000~~ orincluding ~~more.~~commercial ~~Beginning~~and onresidential ~~the~~sales, ~~six-month~~telemarketing, ~~anniversary~~sales ~~of the Closing Date~~support, ~~the~~and ~~Company~~marketing. ~~has~~Prior ~~the option, subject~~ to ~~certain~~joining ~~conditions~~Gateway, toMr. ~~redeem~~Cevasco ~~some~~served orin ~~all~~several ofroles ~~the~~at ~~then~~Carl ~~outstanding~~Zeiss ~~principal~~Vision, ~~amount~~a ofglobal ~~the~~manufacturer ~~Debenture~~of ~~for~~eyeglass ~~cash~~lenses inand antreatments, ~~amount~~from ~~equal~~1995 to ~~the~~2007, ~~sum~~including ofVice ~~(i)~~President ~~120%~~ of ~~the~~Sales, ~~then~~Retail ~~outstanding~~Channel; ~~principal~~Vice ~~amount~~President of ~~the~~Sales, ~~Debenture~~Wholesale ~~and~~& ~~(ii)~~Eye ~~any~~Care ~~liquidated~~Professional ~~damages~~Channel; ~~and~~Director ~~other amounts due in respect~~ of ~~the~~Sales, ~~Debenture.~~Eastern ~~Pursuant~~Region; toand ~~the~~Sales ~~terms of the Debenture~~Manager, ~~the~~New ~~Company~~York ~~has~~Territory. ~~agreed~~Mr. toCevasco ~~certain~~holds ~~negative~~a ~~covenants,~~B.S. ~~including~~in ~~not~~Management tofrom ~~incur~~Long orIsland ~~repay~~University ~~any~~and ~~other~~is ~~indebtedness,~~a ~~for~~New soYork ~~long~~State asLicensed ~~any~~Ophthalmic ~~portion of the Debenture remains outstanding~~Dispenser.

The Company’s obligations under the Debenture are secured by a lien on all of the Company’s assets, including a pledge of the securities of the Company’s subsidiaries, pursuant to the terms of the existing Security Agreement (the “Security Agreement”) entered into as of June 30, 2015, between the Company and the Investor, as described in the Current Report on Form 8-K filed by the Company on July 6, 2015 (the “July 6th 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	Securities Purchase Agreement, dated October 17, 2016, by and between PFO Global, Inc. and Hillair 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 21, 2016	By:	/s/ Mahesh Shetty
Date: December 21,2016	By:	/s/ Matt Cevasco
	Name:	~~Mahesh~~Matt ~~Shetty~~Cevasco
	Title:	President and Chief ~~Financial~~Executive Officer

Exhibit Index

Exhibit No.	Description of Exhibit
10.1	Securities Purchase Agreement, dated October 17, 2016, by and between PFO Global, Inc. and Hillair 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).

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