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

~~January~~February 3114, 2017

Date of Report (Date of Earliest Event Reported)

PFO GLOBAL, ~~Inc~~INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	333-167380	~~333~~65-~~167380~~04332	~~65-04332~~
(State of Incorporation)	(Commission File Number)	(~~Commission~~I.R.S. ~~File~~Employer ~~Number~~Identification No.)	~~(I.R.S. Employer Identification No.)~~
14401 Beltwood Parkway W., Suite 115
Farmers Branch, Texas		75244
(Address of Principal Executive Offices)		(Zip Code)

14401 Beltwood Parkway W., Suite 115
Farmers Branch, Texas	75244
(Address of Principal Executive Offices)	(Zip Code)

(817) 251-4333

(Registrant’s Telephone Number, Including Area Code)

(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):

☐ 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~~☐ ~~1.03 Bankruptcy~~Soliciting ormaterial ~~Receivership~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

On☐ ~~January~~Pre-commencement ~~31,~~communications ~~2017,~~pursuant ~~PFO~~to ~~Global,~~Rule ~~Inc. and its wholly owned subsidiaries~~ 14d-2(~~“PFO” or the “Company”~~b), ~~filed for reorganization~~ under ~~Chapter 11, U.S.C. Section 101, et. seq. The bankruptcy cases are pending in~~ the ~~United~~Exchange ~~States~~Act ~~Bankruptcy~~(17 ~~Court~~CFR ~~for the Northern District of Texas, Dallas Division and are being jointly administered under Bankruptcy Case No~~240. 1714d-~~30355~~ 2(~~the “Chapter 11 Case”~~b). )

~~The~~☐ ~~Company will continue to operate its business as “debtor~~Pre-~~in-possession”~~commencement ~~under~~communications ~~the~~pursuant ~~jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. The Company intends~~ to ~~preserve~~Rule ~~value and accommodate an eventual going~~13e-~~concern~~4(c) ~~sale~~under ~~of PFO’s business operations. The Company believes that~~ the ~~Chapter~~Exchange 11Act ~~process~~(17 ~~will~~CFR ~~enable the Company’s business to continue operating in a different entity with a more suitable financial structure and to better service its customers~~240.13e-4(c))

~~The~~Item ~~Bankruptcy Court approved the Company obtaining up to $~~5.402 ~~million~~Departure inof ~~post-petition~~Directors ~~debtor-in-~~or ~~possession~~Certain ~~financing~~Officers; ~~from~~Election ~~its senior secured lender, Hillair Capital Investments L.P. (“Hillair”), which provides the Company with liquidity to maintain its operations in the ordinary course~~ of ~~business~~Directors; ~~during~~Appointment ~~the Chapter 11 process. PFO has filed a series~~ of ~~motions~~Certain ~~with~~Officers; ~~the~~Compensatory ~~Bankruptcy~~Arrangements ~~Court requesting authorization to continue normal operations. The Company expects that it will continue to work with certain~~ of ~~its~~Certain ~~current vendors and customers without interruptions, and that others will cease to conduct business with the Company~~Officers.

~~For~~(b) ~~access~~On toFebruary ~~Bankruptcy~~14, ~~Court~~2017, ~~documents~~Messrs. Charles Posternak and ~~other~~Joseph ~~general~~Schimmel ~~information~~resigned ~~about~~from their positions as directors of PFO Global, Inc. (the ~~Chapter~~“Company”). 11Their ~~Case~~resignations were not the result of any material disagreement with the Company regarding its operations, ~~please~~policies ~~visit~~or ~~http://www~~practices.~~txnb.uscourts.gov.~~

~~Item~~(d) ~~2.04 Triggering~~On ~~Events~~February ~~That~~21, ~~Accelerate~~2017, orthe ~~Increase~~remaining directors elected Matt Cevasco to serve as a ~~Direct~~director ~~Financial~~on ~~Obligation~~the Company’s board of directors (the “Board”). He will hold office until the next annual election and until his successor is duly elected and qualified, or anuntil ~~Obligation~~his ~~under~~earlier anresignation ~~Off-Balance~~or ~~Sheet~~removal ~~Arrangement~~Mr. Cevasco also serves as the Company’s Chief Executive Officer and Principal Financial Officer.

~~The~~Mr. ~~filing~~Cevasco’s compensation arrangements did not change in connection with his appointment to the Board. Subject to the effects of the ~~Chapter~~Company’s 11bankruptcy ~~Case~~proceeding, ~~described~~the interms ~~Item~~of 1his existing employment arrangement are as follows: On February 29, 2016, the Company appointed Mr.03 ~~above~~Cevasco ~~constitutes~~as the Company’s Chief Executive Officer and entered into an ~~event~~employment agreement with him (the “Employment Agreement”). The Employment Agreement provides for an initial term of ~~default~~one ~~that~~year, ~~accelerated~~with additional one-year renewals unless either party sends the ~~Debtor~~other party a notice of intent not to renew at least sixty days prior to the expiration date of the applicable term. The Employment Agreement terminates upon Mr. Cevasco’s ~~obligations~~death ~~under~~or disability, and may be terminated by the ~~following~~Company ~~agreements~~with or without Cause (~~collectively,~~as defined in the ~~“Debt~~Employment ~~Documents”~~Agreement) immediately upon notice to Mr. ~~Any~~Cevasco, ~~efforts~~or by Mr. Cevasco upon at least 60 days’ prior written notice. Mr. Cevasco’s annual base salary is $225,000 and he is eligible to ~~enforce~~receive ~~such~~an ~~payment~~annual ~~obligations~~discretionary ~~under~~bonus of up to 40% of his then-current annual base salary, based upon achievement of individual and corporate performance objectives as determined by the ~~Debt~~Board ~~Documents~~or ~~are~~a ~~automatically~~committee ~~stayed~~thereof. Mr. Cevasco is entitled to participate in any employee benefit programs, plans and practices on the same terms as other salaried employees on a ~~result~~basis ofconsistent with the ~~Chapter~~participation 11of ~~Case~~other senior executives. Subject to certain terms and conditions, Mr. Cevasco shall also receive the ~~holders~~option to purchase up to 5% of the Company’s ~~rights~~Class A common stock for the amount of $0.30 per share, subject to ~~enforcement~~the interms ~~respect~~and conditions of the ~~Debt~~PFO ~~Documents~~Global, ~~are~~Inc. 2015 Equity Incentive Plan, and subject to vesting requirements over a five-year period and the ~~applicable~~terms ~~provisions~~and conditions of the ~~Bankruptcy~~subscription ~~Code~~agreement for such shares of Class A common stock. Among other items, the Company shall provide Mr. Cevasco (i) $800 per month for his use in purchasing or leasing an automobile; (ii) reimbursement for reasonable and necessary travel expenses and (iii) reimbursement for moving expenses, subject to certain terms and conditions. Pursuant to the Employment Agreement, and among other items, Mr. Cevasco has agreed to a non-competition covenant, a non-solicitation covenant and a non-recruitment covenant during the term of his employment with the Company and for the one-year period after Mr. Cevasco’s employment with the Company ceases for any reason. Mr. Cevasco has also agreed to abide by certain confidentiality and non-disclosure provisions.

Senior Secured Convertible Debentures	$	10,668,000
Notes payable - related parties		4,625,521
Series A notes		3,002,500
Convertible notes		2,045,000
Royalty obligation		1,750,000
Secured bridge notes		943,370
Notes payable - other		475,000
Total	$	23,509,391

This report contains “forward-looking statements” within the meaning of the federal securities laws. Statements included in this current report that are not historical facts (including any statements regarding plans and objectives of management for future operations or economic performance, or assumptions). These statements can be identified by the use of forward-looking terminology including “anticipate,” “continue,” “believe,” “estimate,” “expect,” “hope,” “intend,” “may,” “potential,” “should,” “target,” “will,” or other similar words. Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of the filing of this report. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, no assurance can be given that these expectations will prove to be correct. Important factors that could cause our actual results to differ materially from the expectations reflected in these forward-looking statements include, among other things, those set forth in our filings with the Securities and Exchange Commission. All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this report.

The Company cautions its security holders that trading in the Company’s securities during the pendency of the Chapter 11 Case will be highly speculative and will pose additional, substantial risks in addition to the various risks that the Company has previously disclosed in its press releases and filings with the Securities and Exchange Commission. Trading prices for the Company’s securities may not bear any substantive relationship to any recovery that the Company’s security holders may obtain in the Chapter 11 Case. In that context, the Company cannot provide any assurance in respect of the scope or amount, nature, or timing of any recovery for any such holders. Accordingly, we urge extreme caution with respect to existing and future investments in our securities.

A plan of reorganization, sale of assets or liquidation may result in the holders of the Company’s securities receiving little or no distribution in respect of their interests and cancellation of their existing securities. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan of reorganization could be confirmed notwithstanding its rejection by the Company’s security holders and notwithstanding the fact that such security holders do not receive or retain any property on account of their security interests under such plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 6, 2017		PFO GLOBAL, INC.
Date: February 21, 2017
		PFO GLOBAL, INC.
		/s/ Matthew Cevasco
		Name: Matthew Cevasco
		Title: Chief Executive Officer

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