Current Report Filing (8-k)
October 10 2017 - 06:13AM
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 20, 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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6230 Wilshire Blvd, Suite 136, Los Angeles, California
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90048
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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 included
in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On September 20, 2017,
Greenwood Hall, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement with Power
Up Lending Group Ltd. (“Power Up”) pursuant to which the Company issued to Power Up a Convertible Promissory Note (the
“Note”) in the principal amount of $53,000.00.
The Note accrues interest
at a rate of 12% per annum, and matures on June 30, 2018. The principal amount and interest accrued on the Note are convertible
into common stock of the Company, par value $0.001 per share (“Common Stock”), in whole or in part, at the option of
Power Up, at a price per share equal to 55% multiplied by the Market Price of the Common Stock, representing a discount rate of
45%. The “Market Price” means the lowest closing bid price for the Common Stock during the 25 trading day period immediately
preceding the date of conversion of Power Up.
The Note was issued in
reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506 of Regulation D promulgated thereunder. In determining that the issuance of the Note qualified for an
exemption under Rule 506 of Regulation D, the Company relied on the following facts: (i) the purchaser of the Note was an accredited
investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act, and (ii) the Company did not use any form
of general solicitation or advertising to offer the Note.
The foregoing summary of
the transactions contemplated by the Securities Purchase Agreement and the Note does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the Securities Purchase Agreement and the Note, which are attached as Exhibits
10.1 and 10.2 hereto, and which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: October 9, 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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