UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2015

PFO GLOBAL, INC.

 (Exact name of registrant as specified in its charter)

Nevada

 (State or other jurisdiction of incorporation)

7501 Esters Blvd., Suite 100, Irving, TX 75063

(Address of principal executive offices)

(972) 573-6135

(Issuer's telephone number)

N/A

(Former name, former address and former fiscal year, 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.

Item 7.01 Regulation FD Disclosure.

On October 19, 2015, PFO Global, Inc. (the “Company”) is sending to each holder (each, a “Noteholder”) of a promissory note previously issued by the Company (each, a “Note”) documents requesting that such Noteholder agree, on or prior to October 30, 2015, to either (i) convert such Note into shares of the Company’s common stock, at a conversion price equal to $0.14 per share, or (ii) amend such Note to provide that it is payable in full in 36 months, with interest to accrue at the rate of 9% per annum until maturity, with automatic conversion into shares of the Company’s common stock in the event the Company completes a financing of $10 million or more. Such requests are being sent as a condition to a potential new financing arrangement (the “Potential Financing”) proposed to be entered into between the Company and Hillair Capital Investment L.P. (the “Investor”), an existing investor in the Company, which Potential Financing would include a re-financing of the debentures sold by the Company to the Investor on July 1, 2015 and September 30, 2015 (as described in the Current Reports on Form 8-K filed by the Company on July 6, 2015 and October 2, 2015, respectively).

The documents being sent to each Noteholder include the summary of the Potential Financing attached hereto as Exhibit 99.1 (the “Summary”). The Summary describes, among other things, the proposed material terms of the Potential Financing and certain conditions precedent thereto, including a reorganization of the Company’s capital structure (including, without limitation, the conversion of Notes described above).

The Company and the Investor have not entered into any binding agreement with respect to the Potential Financing, and there can be no assurance that the Potential Financing will occur on the terms set forth in the Summary, or at all.

The information contained in this report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. The Company makes no admission as to the materiality of any information in this report or the exhibit attached hereto.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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.

Date: October 19, 2015

EXHIBIT INDEX