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): March 27, 2015
Greenwood Hall, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-184796 | 99-0376273 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1936 East Deere Avenue, Suite 120, Santa Ana, California | 92705 | |
| (Address of principal executive offices) | (Zip Code) |
(949)
655-5000
(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):
| ☐ | 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 7.01. Regulation FD Disclosure.
On March 27, 2015, Greenwood Hall, Inc. (the “Company”) issued a press release announcing that the Company has engaged Berenson & Company, LLC as a financial advisor to assist in exploring acquisitions for the Company. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K, including, but not limited to, predictions and projections that may be considered forward-looking statements under securities law, involve a number of risks and uncertainties that could cause actual results to differ materially, including, but not limited to, lack of consumer acceptance and demand for the Company’s products and solution offerings developed with strategic partners, insufficient working capital to expand the Company’s technology and engage in product marketing, intense competition from larger and more well-established companies, and other economic, competitive and technological factors involving the Company’s operations, markets, services, products and prices, and other factors, as described in “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as well as the Company’s other filings with the SEC. In addition, actual results may differ as a result of additional risks and uncertainties of which the Company is currently unaware or which the Company does not currently view as material to the Company’s business. For these reasons, investors are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements the Company makes speak only as of the date on which they are made. The Company expressly disclaims any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in the Company’s opinions or expectations, except as required by applicable law. If the Company does not update or correct any forward-looking statements, investors should not conclude that the Company will make additional updates or corrections.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release announcing engagement. |
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.
| GREENWOOD HALL, INC. | ||
| Date: March 27, 2015 | ||
| By: | /s/ John Hall | |
| Name: John Hall | ||
| Title: Chief Executive Officer | ||
Exhibit 99.1
March 27, 2015 13:00 UTC
Greenwood Hall Discusses Acquisition Growth Strategy
SANTA ANA, Calif.--(BUSINESS WIRE)-- Greenwood Hall Inc. (OTCQB: ELRN), a provider of technology-enabled student lifecycle management services that help colleges and universities increase revenue and improve student engagement and outcomes, says it is looking for potential acquisition targets as a means to enhance the company’s growth.
“We believe there are strategic acquisition opportunities for Greenwood Hall in the marketplace, and we are exploring this avenue as a means to accelerate the company’s growth,” said John Hall, Ed.D., Chairman and CEO of Greenwood Hall.
According to Hall, acquisition opportunities in the education space could include larger firms struggling with legacy issues, perhaps in the education publishing space, as well as smaller venture capital-backed education technology firms that lack relationships and struggle with product distribution. Greenwood Hall can attract acquisition candidates, says Hall, because it is already well established and can “open doors” for such companies. In addition, the company has a goal of being uplisted to the Nasdaq stock exchange, and achievement of this goal could further encourage potential targets to consider joining with Greenwood Hall.
Greenwood Hall has engaged Berenson & Co., a financial advisory firm with specialized expertise in the education space, to assist in identifying targets, says Hall.
Forward Looking Statements
Certain statements contained in this document, including, but not limited to, predictions and projections that may be considered forward-looking statements under securities law, involve a number of risks and uncertainties that could cause actual results to differ materially, including, but not limited to, lack of consumer acceptance and demand for Greenwood Hall (“the Company”, “our”, “we”) products and solution offerings developed with strategic partners, insufficient working capital to expand the Company’s technology and engage in product marketing, intense competition from larger and more well-established companies, and other economic, competitive and technological factors involving the Company’s operations, markets, services, products and prices, and other factors, as described in “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as well as in our other filings with the SEC. In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business. For these reasons, investors are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements we make speak only as of the date on which they are made. Greenwood Hall expressly disclaims any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, except as required by applicable law. If we do update or correct any forward-looking statements, investors should not conclude that we will make additional updates or corrections.
About Greenwood Hall
Greenwood Hall is a provider of technology-enabled student lifecycle management services that help colleges and universities increase revenue and improve student engagement and outcomes. Since 2006, Greenwood Hall has developed customized turnkey solutions that combine strategy, people, proven processes and robust technology, to help schools effectively and efficiently improve student outcomes, as well as increase revenues and expand into new marketing channels, such as online learning. Greenwood Hall has served more than 40 education clients and over 70 degree programs.
For more information, visit http://www.greenwoodhall.com, follow us on Twitter @GreenwoodHall and Facebook at http://www.facebook.com/GreenwoodandHall.
Contacts
Media and Investor Relations:
Financial Profiles, Inc.
David Bigelow/Beth Sackovich
310-478-2700
dbigelow@finprofiles.com
bsackovich@finprofiles.com
Source: Greenwood Hall