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): ~~January~~February 2328, 2019

AEON GLOBAL HEALTH CORP.
(Exact name of registrant as specified in its charter)

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COMMISSION FILE NUMBER: 0-20190

DELAWARE	14-1673067
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2225 Centennial Drive Gainesville, GA 30504 (Address and zip code of principal executive offices)

~~Gainesville~~1-(888) 661-0225 (Registrant’s telephone number, GAincluding ~~30504~~area code

___________________________________________ (~~Address~~Former ~~and~~Name, ~~zip~~if ~~code~~Changed ofSince ~~principal~~Last ~~executive offices~~Report)

1-(888) 661-0225 (Registrant's telephone number, including area code

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:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1Item 3.02 Unregistered Sales of Equity Securities.

~~Item~~As 4previously reported, on July 19, 2018, Aeon Global Health Corp.02 ~~Non~~(the “Company”) entered into a Settlement and Restructuring Agreement (the “Agreement”) with Peachstate Health Management, LLC (“Peachstate”), its wholly-~~Reliance~~owned onsubsidiary, ~~Previously~~and ~~Issued~~the ~~Financial~~former ~~Statements~~members orof Peachstate included in the Agreement (the “Former Members”), including its chief executive officer. Pursuant to the Agreement, the parties agreed to, among other things, resolve certain disagreements among themselves relating to the interpretation of certain provisions of the Amended and Restated Agreement and Plan of Merger dated as of January 26, 2016, and as subsequently amended (the “Merger Agreement”) pursuant to which Peachstate became a ~~Related~~wholly-owned ~~Audit~~subsidiary of the Company (the “Merger”). A detailed summary of the terms and conditions of the Agreement was initially reported by the Company in a Current Report oron ~~Completed~~Form ~~Interim~~8-K ~~Review~~filed on July 24, 2018.

~~(a) On~~Under ~~January~~the 23Agreement, ~~2019,~~ the ~~Audit~~Company ~~Committee~~agreed ofthat ~~the~~in ~~Board~~consideration of ~~Directors (~~the ~~“Audit~~ ~~Committee”)~~agreements ofby ~~Aeon~~the ~~Global~~Former ~~Health~~Members ~~Corp.~~set ~~(the “Company”)~~forth ~~determined~~therein, ~~that~~ including the ~~unaudited~~restructuring ~~interim~~of ~~financial statements included in~~ the ~~Company’s~~consideration ~~Quarterly~~due ~~Report~~to onthem ~~Form~~under ~~10-Q for~~ the ~~fiscal~~Merger ~~quarter~~Agreement, ~~ended~~it ~~September~~shall ~~30,~~issue ~~2018,~~an ~~filed~~aggregate onof ~~November 9~~2, ~~2018~~500,000 ~~should~~shares noof ~~longer~~its beCommon ~~relied~~Stock ~~upon and that the Company will be required~~ to ~~restate its previously-filed interim financial statements for~~ the ~~fiscal~~Former ~~quarter ended September 30, 2018~~Members. ~~The~~ ~~Audit~~Such ~~Committee~~additional ~~concluded~~shares ~~that~~shall ~~the~~be ~~unaudited~~issued ~~interim~~to ~~financial statements of~~ the ~~Company~~Former ~~for~~Members ~~the~~pro ~~three-month~~rata ~~period~~based ~~ended~~on ~~September~~their ~~30,~~respective ~~2018~~percentage ~~contain~~ownership ~~material~~of ~~errors~~Peachstate ~~related~~prior to the ~~classification~~Merger and ~~valuation~~shall ofbe ~~the~~deemed ~~embedded~~earned ~~derivative~~and ~~related~~issued toon anFebruary ~~aggregate~~28, ~~principal~~2019. ~~amount~~On ofFebruary $128,~~698~~ 2019,~~169~~ ofthe ~~convertible notes. The~~ Company ~~intends~~issued tothe ~~file~~Former anMembers ~~amendment to~~ the ~~Quarterly~~additional ~~Report~~shares onof ~~Form~~Common ~~10-Q~~Stock ~~for~~contemplated ~~such~~by ~~period~~the inAgreement. ~~order~~Following tosuch ~~amend~~issuance, ~~and~~there ~~restate~~are ~~its~~9,915,064 ~~financial~~shares ~~results~~of ~~for~~Common ~~such~~Stock ~~period as soon as practicable~~outstanding.

InThe ~~July~~issuances ~~2018,~~of the ~~Company~~shares ~~consummated~~pursuant ato ~~transaction~~the ~~with~~Agreement have been determined to be exempt from registration under the ~~holders~~Securities Act of an1933, ~~aggregate~~in ~~principal~~reliance ~~amount~~on ofSection 4(a)(2) $1thereof,~~351,482~~ ofas ~~senior~~transactions ~~convertible~~by ~~notes~~an (issuer not involving a public offering, in which the ~~“Original~~investors ~~Notes”)~~are toaccredited ~~exchange~~and ~~such~~have ~~notes~~acquired the securities for ainvestment ~~new~~purposes ~~senior~~and ~~credit~~not ~~instrument~~with ~~pursuant~~a view to ~~which~~or ~~such~~for ~~holders~~sale ~~agreed~~in toconnection ~~provide~~with upany todistribution $2thereof.0 ~~million~~These ofsecurities ~~credit~~have tonot ~~the~~been ~~Company~~registered (under the ~~“Note~~Securities ~~Restructuring~~Act ~~Transaction”).~~and Asmay anot ~~condition~~be ofoffered ~~the~~or ~~closing~~sold ofin the ~~Note~~United ~~Restructuring~~States ~~Transaction,~~absent ~~the~~registration ~~Company~~or ~~entered~~an ~~into~~applicable aexemption ~~consent~~from ~~and~~registration ~~amendment~~requirements. ~~agreement~~This ~~with~~disclosure ~~the~~does ~~holders~~not ofconstitute an ~~aggregate~~offer ~~principal~~to ~~amount~~sell ofor ~~$1,698,169~~the solicitation of ~~other~~an ~~senior~~offer ~~convertible~~to ~~notes~~buy (any of the ~~“Senior~~Company’s ~~Convertible~~securities, ~~Notes”)~~nor towill ~~obtain~~there ~~their~~be ~~consent~~any tosales ~~the~~of ~~Note~~these ~~Restructuring~~securities ~~Transaction.~~by ~~The~~the ~~Senior~~Company ~~Convertible~~in ~~Notes~~any ~~had~~state aor ~~maturity~~jurisdiction ~~date~~in ofwhich ~~March~~the 20offer, ~~2019~~solicitation ~~prior~~or tosale ~~the~~would ~~consummation~~be unlawful. The foregoing summary of the ~~Note~~Agreement ~~Restructuring~~is ~~Transaction.~~qualified Inin ~~consideration~~its ~~thereof,~~entirety ~~the~~by ~~Company~~reference ~~and~~to the ~~holders~~full text of the ~~Senior~~Agreement, ~~Convertible~~a ~~Notes~~copy ~~agreed~~of towhich ~~extend~~was ~~the~~filed ~~maturity~~as ~~date~~Exhibit of10.1 to the ~~Senior~~Company’s ~~Convertible~~Current ~~Notes~~Report ~~for~~on aForm ~~period~~8-K offiled ~~one~~on ~~year~~July to24, ~~March 20~~2018, ~~2020~~ and towhich ~~modify~~is ~~the~~incorporated ~~redemption~~herein ~~mechanism~~by ~~of such instruments~~reference.

In the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, the Company erroneously classified the Senior Convertible Notes on its balance sheet as a current liability and conducted a valuation of the conversion feature of such Senior Convertible Notes based on the prior maturity date of such notes. Due to the error in classification on the balance sheet, the Company overstated its working capital deficit for the quarter ended September 30, 2018. In addition, due to such error, the valuation of such notes was not accurate and the “other expense” as reported on the consolidated statement of operations in the original Form 10-Q was underreported by $185,851. Although, such amount is a non-cash expense, the net loss and net loss available to common shareholders previously reported by the Company was incorrect and will be increased.

The following summarizes the estimated effects of the restatement on the Company’s consolidated financial statements:

(1) total current liabilities for the quarter ended September 30, 2018 will decrease from $7,603,761 to $5,531,328 as “Notes payable” and the "Derivative Liabilities" related to those notes will be reclassified from current to long-term liabilities;

(2) change in fair value of derivative liabilities for the quarter ended September 30, 2018 will decrease by $185,851 to an expense of $134,885, resulting in (i) an increase of total “other expense” on the consolidated Statement of Operations from $126,592 to $312,443 and (ii) an additional increase in derivative long-term liabilities as reflected on the balance sheet by the same amount.

(3) due to the increase in other expense, net loss for the quarter ended September 30, 2018 will increase from $223,372 to $409,223 and net loss available to common shareholders for such period will increase from $309,087 to $494,938; and

(4) the Company’s basic and diluted loss per common share will increase from $0.04 per share to $0.07 per share.

As previously reported in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018, management had determined that material weaknesses existed in the Company’s internal control over financial reporting at September 30, 2018. Management has concluded that the errors described above resulted from the material weaknesses in the Company’s internal control over financial reporting. The Company will augment its plan to remediate the material weaknesses in its control structure to address the factors that resulted in the restatement. The Audit Committee and the Company’s executive management have discussed the matters described herein with the Company’s independent registered public accounting firm.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of Aeon Global Health Corp.’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 and reports subsequently filed. Such reports are available on the Securities and Exchange Commission’s website (www.sec.gov). Aeon Global Health Corp. does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

SIGNATURE

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

	AEON GLOBAL HEALTH CORP.
	By: /s/ Hanif A. Roshan
	Name: Hanif A. Roshan
	Title: Chief Executive Officer and interim Chief Financial Officer
	Title: Chief Executive Officer
Date: January 24, 2019
Date: March 4, 2019

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