SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 19, 2016
Greenwood Hall, Inc.
(Exact name of registrant as specified in
(State or other jurisdiction
|12424 Wilshire Blvd, Suite 1030, Los Angeles, California
|(Address of principal executive offices)
(Registrant’s telephone number, including
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):
||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 2.02 Results of Operations and Financial Condition
On April 19, 2016, Greenwood Hall,
Inc. issued a press release providing an update on its Fiscal 2016 and Fiscal year 2017 financial outlook. The full text of the
press release is attached hereto as Exhibit 99.1.
Such guidance constitutes forward-looking statements for the
purposes of the Safe Harbor provision under the Private Securities Litigation Reform Act of 1995. We wish to caution you that such
statements are just predictions and actual events or results may differ materially. We refer you to the annual report on Form 10-K
and the quarterly report on Form 10-Q that the Company filed with the SEC on December 15, 2015 and April 14, 2016, respectively.
These documents contain and identify important factors that could cause actual results to differ materially from those contained
in our projections or forward looking Statements.
The Company undertakes no obligation to update its financial
outlook or guidance, other than as part of its quarterly or yearly earnings disclosure, and that silence on the financial outlook
or guidance by the Company or Company officials should not be interpreted that guidance has or has not changed.
The information in this current report,
including the exhibit hereto, is being “furnished” in accordance with General Instruction B.2 of Form 8-K. As such,
this information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, and is not incorporated by reference into any filings with the Securities and Exchange Commission unless it is explicitly
so incorporated in such filings.
Item 3.02 Unregistered Sales of Equity Securities
Reference is made to the disclosure
contained Item 8.01. The Company believes the issuances of these securities are exempt from registration as not involving a public
offering under Section 4(2) of the Securities Act due to the limited number and investment sophistication of the offerees.
Item 7.01 Regulation FD Disclosure.
On April 19, 2016, representatives of Greenwood Hall, Inc. (the
“Company”) began making presentations to investors regarding the Company using the slides containing the information
attached to this Current Report on Form 8-K as Exhibit 99.2 (the “Slides”). The Company expects to use the Slides,
in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others commencing
on April 19, 2016.
By filing this Current Report on Form 8-K and furnishing the
information contained herein, the Company makes no admission as to the materiality of any information in this report that is required
to be disclosed solely by reason of Regulation FD.
The information contained in the Slides is summary information
that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings
and other public announcements that the Company may make by press release or otherwise, from time-to-time. The Company undertakes
no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to
time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with
the SEC, through press releases or through other public disclosure.
In accordance with General Instruction B.2 of this Current Report
on Form 8-K, the information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 shall not be deemed to
be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered
“filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933, as amended,
or the Exchange Act.
Item 8.01 Other Events
On April 18, 2016, Greenwood Hall, Inc.’s subsidiary PCS
Link, Inc. (“PCS”) entered into a confidential settlement agreement (the "F500 Settlement Agreement") with
Finance 500, Inc. (“F500”) and Bridgewater Capital Corporation (“BCC”) related to the resolution of disputes
under a consulting agreement dated August 5, 2013 (the "F500 Consulting Agreement") between PCS, F500, and BCC.
Pursuant to the the F500 Settlement Agreement and in order avoid
the continued cost and uncertainty of litigation, the Company agreed to issue a total of 750,000 shares of Common Stock to F500
and BCC, in return for a a) general release of all claims F500 and PCS may have against PCS and b) F500 and BCC dismissing the
lawsuit filed against the Company and referenced in the annual report on Form 10-K and the quarterly report on Form 10-Q that the
Company filed with the SEC on December 15, 2015 and April 14, 2016, respectively.
The Common Stock are "restricted shares" and may only
be resold after registration of such shares or the availability of an exemption from registration, including under Rule 144 of
the Securities Act of 1933 as amended (the "Securities Act").
The Company shall also pay F500 and BCC a total $ 130,000 over
a twelve-month period commencing on June 12, 2016.
Item 9.01 Financial Statements and Exhibits.
See Exhibit Index immediately following the signature page.
This report contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that
represent the Company's current expectations and beliefs. All statements other than statements of historical fact are "forward-looking
statements" for purposes of federal and state securities laws. Any statements made in this press release about Greenwood Hall's
future financial condition, results of operations, expectations, plans, or prospects, including the information under the heading
"Financial Outlook" constitute forward-looking statements. Forward-looking statements also include those preceded
or followed by the words "anticipates," "believes," "could," "estimates," "expects,"
"intends," "may," "plans," "projects," "should," "targets," “on
track,” “trends or trending,” and/or similar expressions. These forward-looking statements are based on
Greenwood Hall's current estimates and assumptions and, as such, involve uncertainty and risk. Forward-looking statements are not
guarantees of future performance, and actual results may differ materially from those contemplated by the forward-looking statements
because of a number of factors, including the risk factors described in Greenwood Hall’s Annual Report on Form 10-K for the
period ended August 31, 2015, that are incorporated herein by reference. Any forward-looking statement in this report speaks
only as of the date in which it is made. Except to the extent required under the federal securities laws, Greenwood Hall does
not intend to update or revise the forward-looking statements.
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.
||GREENWOOD HALL, INC.|
|Date: April 19, 2016
||/s/ John Hall|
||Name: John Hall|
||Title: Chief Executive Officer|
99.1 Press Release issued by Greenwood Hall, Inc. on April 19,
99.2 Investor Relations Slideshow in use beginning April 19,
2016 (furnished only).