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)

(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):

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.