Current Report Filing (8-k)
September 08 2017 - 6:43AM
Edgar (US Regulatory)
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 7, 2017
Greenwood Hall, Inc.
(Exact name of registrant as specified in its
charter)
Nevada
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333-184796
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99-0376273
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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12424 Wilshire Blvd, Suite 1030, Los Angeles, California
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90025
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(Address of principal executive offices)
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(Zip Code)
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(310) 907-8300
(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 (
see
General Instruction A.2. below):
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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))
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Item 1.01 Entry into a Material Definitive
Agreement.
The information provided
in Item 2.03 is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 7, 2017, Greenwood
Hall, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with EMA Financial, LLC, a Delaware limited liability company (the “Lender”), pursuant to which the
Company will issue to the Lender a convertible promissory note (the “Note”) in the principal amount of $100,000 at
a purchase price of $94,000, representing a 6% original issue discount. The Note will mature on the first anniversary of the issuance
thereof and accrue interest at a rate of 10%, per annum. The Purchaser will have the option to convert the outstanding balance
under the Note, in part or in full, into common stock of the Company, par value $0.001 per share (“Common Stock”),
at any time, at a price per share equal to the lesser of (i) the closing sale price of the Common Stock on the OTC Markets on the
trading day immediately preceding the date of conversion, and (ii) 50% of the lesser of (A) the lowest sale price, or (B) the closing
bid price for the Common Stock on the OTC Markets during the 25 consecutive trading days including and immediately preceding the
date of conversion, subject to certain adjustments as provide din the Note.
Upon the occurrence
of an event of default under the Note, including but not limited to the Company’s failure to pay the principal amount or
interest accrued thereon when due or breach of a covenant thereunder, all principal and interest accrued thereon will be immediately
due and payable. Any amounts not paid when due will accrue interest at a rate of 24% until the date of payment.
SIGNATURES
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.
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GREENWOOD HALL, INC.
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Date: September 8, 2017
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By:
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/s/ William Bradfield
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Name: William Bradfield
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Title: Chief Executive Officer
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