8-K

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): April 19, 2016

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.)

12424 Wilshire Blvd, Suite 1030, Los Angeles, California	90025
(Address of principal executive offices)	(Zip Code)

(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):

¨ 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.

(d) Exhibits.
See Exhibit Index immediately following the signature page.

Forward-Looking Statements

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.

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: April 19, 2016
	By:	/s/ John Hall
		Name: John Hall
		Title: Chief Executive Officer

Exhibit Description

99.1 Press Release issued by Greenwood Hall, Inc. on April 19, 2016.

99.2 Investor Relations Slideshow in use beginning April 19, 2016 (furnished only).

EX-99.1

Exhibit 99.1

 

Greenwood Hall Announces Financial Outlook for FY-2016

Company Anticipates 35-40% Revenue Growth for EdTech Offerings

· Management provides guidance for remainder of Fiscal 2016

· Anticipates SG&A overhead reduction of 30-35% for Fiscal 2016

· Estimates robust Ed-Tech revenue growth through Fiscal 2017

· On track for positive EBITDA on an adjusted basis for Fiscal 2017

SANTA MONICA, Calif., April 18, 2016 (GLOBE NEWSWIRE) — Greenwood Hall, Inc. (OTCQB:ELRN), a Los Angeles based education technology company that helps colleges and universities improve student engagement and outcomes, announced its financial outlook for the remainder of the 2016 fiscal year. The Company also provided a preliminary outlook for Fiscal Year 2017.

“We have seen great momentum in our push to be the leading EdTech player focused on partnering with colleges and universities as it relates to maximizing student success – and doing so efficiently and effectively,” stated Dr. John Hall, Chief Executive Officer of Greenwood Hall. “During the second quarter, we recorded 26% year-to-year revenue growth in our strategic EdTech offerings coupled with substantial reductions in overhead. We expect that robust growth and operational efficiency to continue for the remainder of the fiscal year with significant improvements to our bottom line.”

Financial Outlook

The Company today provided select financial guidance for the remainder of FY-2016.

Guidance for FY-16 is for the period September 1, 2015 – August 31, 2016 and this compares to actual results for the twelve-month period of September 1, 2014 – August 31, 2015. Based on new service contracts and current new business pipeline for the Company’s strategic EdTech offerings, Management anticipates FY-16 revenues related to the Company’s EdTech business to increase by 35-40% and be in the range of $5.63 – 6.05 million, compared to EdTech revenues of approximately $4.32 million in FY-15. Revenue pertaining to the Company’s legacy and non-strategic offerings is anticipated to be in the range of $1.3 – 1.5 million, compared to legacy revenues of approximately $4 million in FY-2015, the majority of which were one-time in nature, event driven, and not strategic to the Company’s current EdTech focus. The Company anticipates a 30-35% reduction in SG&A expense for FY-2016.

The Company plans to issue formal guidance for Fiscal Year 2017 during the fourth quarter of FY-16. FY- 17 is the twelve-month period beginning September 1, 2016 and ending August 31, 2017. Based on current contracts and the present new business pipeline for the Company’s strategic EdTech offerings, Management estimates the outlook for FY-17 revenue growth related to the Company’s EdTech business will be at a rate that is equal to or greater than the growth rate projected for FY-16. Based on current trending, Management also believes the Company should have positive adjusted EBITDA for FY-17.

About Greenwood Hall, Inc.

Greenwood Hall is an education technology company that helps colleges and universities manage the student journey. Every Greenwood Hall solution is designed to increase revenue and improve student engagement as well as learning 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 50 education clients and over 75 degree programs.

For more information, visit http://www.greenwoodhall.com, follow us on Twitter @GreenwoodHall and Facebook at http://www.facebook.com/GreenwoodandHall.

Statement Concerning Forward-Looking Information

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 release 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.

Non-GAAP Financial Information

This press release includes references to Adjusted EBITDA, a non-GAAP financial measure. Adjusted EBITDA is used by management as one measure for judging the Company's operating performance and for estimating the Company's earnings growth prospects. Adjusted EBITDA represents net income adjusted for: provision for (benefit from) income taxes; reorganization items, net; restructuring costs; restructuring- related costs included in SG&A; change in fair value of interest rate swap; loss on early extinguishment of debt; early termination fee; depreciation and amortization expense; amortization of development costs; net interest expense; and stock-based compensation. Adjusted EBITDA does not represent, and should not be considered, an alternative to net income or operating income as determined by GAAP, and our calculation may not be comparable to similarly titled measures reported by other companies. The presentation in this press release is characterized as Non-GAAP.

Media Contact:

John Hall

Chief Executive Officer

Greenwood Hall, Inc.

jhall@greenwoodhall.com

310-907-8200

EX-99.2

Exhibit 99.2

Helping Higher Education Transform & Prosper Investor Deck April 2016 Symbol: ELRN greenwoodhall.com

The information in this presentation may include “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 . These include statements regarding Greenwood Hall’s business strategy as well as other statements that are not historical facts . Forward - looking statements also include but are not limited to those preceded or followed by the words "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "projects," "should," “strategy,” "targets ," “path,” “on track,” “trends or trending,” and/or similar expressions . By their nature, forward - looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected . Readers are cautioned not to place undue reliance on these forward - looking statements . Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, Greenwood Hall does not have any intention or obligation to publicly update or revise any forward - looking statements after Greenwood Hall distributes this document, whether to reflect any future events or circumstances or otherwise . For a discussion of potential risks and uncertainties, please refer to the risk factors listed in Greenwood Hall’s SEC filings . 2 Forward - Looking Statements

3 Greenwood Hall Snapshot ▪ Established technology - enabled solutions platform, serving higher education for over a decade ▪ Platform provides infrastructure, strategy , and people that help schools recruit, support, and create enduring relationships with students ▪ Recurring and subscription revenue from established institutional clients ▪ Highly coveted client relationships ▪ 35 - 40% revenue growth in EdTech offerings expected in FY2016 Higher education is experiencing disruptive change. C olleges must pivot to new markets, provide high - touch student support, and deliver ROI to their consumers. We provide turn - key solutions that provide real results in these areas

4 Investment Opportunity ▪ Solid reputation and 10 year operating track - record in Higher Education ▪ 1 of only 3 public companies in a sector with substantial investor interest. ▪ Strong sales momentum where PUBCO comps trade in excess of 6x revenue ▪ Focus on EdTech positions the Company strongly for growth ▪ Defined path to uplisting and trading liquidity ▪ Robust investment opportunity typically only found with early - stage companies

5 Recent Developments In FY16 Q216 Year - Over - Year Progress ▪ 26% Revenue Growth In EdTech Solutions ▪ 55% Reduction in SG&A Expense ▪ 35% Improvement in Adjusted EBITDA* New Major Contracts Added ▪ University of Oklahoma ▪ Concordia University ▪ Troy University ▪ San Juan College In FY - 2016, we have renewed or added 12 customer contracts that are expected to increase our EdTech revenue growth by 35 - 40%.

6 Financial Outlook For FY16 & FY17 EdTech Segment Revenue Growth ▪ 35 - 40% Topline Growth Anticipated This Fiscal Year ▪ Trending For Similar Growth In FY - 2017 Cost Savings & EBITDA ▪ Anticipates 30 - 35% Reduction In SG&A Overhead For Full Year FY - 2016 ▪ Trending Towards Adjusted EBITDA* For Full - Year FY - 2017 Management anticipates 35 - 40% year - over - year EdTech revenue growth in each of the the next two fiscal years. P rojects to be Adjusted EBITDA* positive in FY17. *Adjusted EBITDA, projections are Non - GAAP.

7 Higher Ed Landscape & Market Opportunity In Order to Survive and Grow, Colleges and Universities Must: ▪ Enter new markets ▪ Deliver ROI ▪ Fully leverage eLearning ▪ Provide high - touch student experience Higher Education is Experiencing a Disruptive Change ▪ Fierce competition for students ▪ Changing demographics ▪ Students expect “on - demand” support ▪ Over $1.2 trillion in student loan debt is unsustainable ▪ Student and government focus on ROI and outcomes ▪ Less than 10% of market currently served by industry (4,700 schools) We provide technology - enabled solutions schools need to remain relevant.

8 Greenwood Hall Value Proposition We enable colleges and universities to: ▪ Generate new sources of revenue ▪ Retain students and protect existing sources of revenue ▪ Maximize graduation rates and help at - risk students ▪ Reduce costs by streamlining student support functions including enrollment support, advising, and financial aid counseling ▪ Increase the attractiveness and effectiveness of their offerings Greenwood Hall acts as a profit center – generating new sources of revenue and efficiencies critical for survival in the emerging Higher Ed landscape.

Growing Client List of Prestigious Institutions 9

10 Growth Strategy To Maximize Shareholder Value ▪ Focus on driving new sales to grow world class client base » Has expanded direct sales force by 200% since Fall 2015 » Penetrating existing clients for additional opportunities » Leveraging recently announced alliances with industry leaders ▪ Active pipeline of strategic acquisition targets » Emphasis on strategic tuck - in acquisitions that enhance our technology platform and service offerings as well as expand our customer reach ▪ Reduce debt load and continued EBITDA improvement ▪ Create liquidity via transformative acquisition(s) and uplisting

11 ▪ Only two PUBCO comps. trading at 7.2x and 6.4x revenues respectively ▪ Active EdTech market with 30 announced transactions in Q116, up from 13 in Q115 ▪ Validating market for EdTech products and lifecycle management services Notable Education Technology & Lifecycle Transactions of Companies Comparable to Greenwood Hall M&A Transactions Date Implied Purchase Price Advisory Board Acquires Royall & Company » January 2015 » $850M (8.9x revenue) Summit Partners Acquires RuffaloCody » May 2013 » $220M (2.9x revenue) Pearson Acquires EmbanetCompass » October 2012 » $650M (5.0x revenue) John Wiley & Sons Acquires Deltak » October 2012 » $220M (4.1x revenue) Public Comps 2U, Inc. (NASDAQ: TWOU) » April 2014 » $1.09B (7.2x revenue) Instructure, Inc. (NYSE: INST) » November 2015 » $468.73 M (6.4x revenue) Significant Investor Interest Validates Strategy

12 Experienced Leadership Team John R. Hall, Ed.D. CEO and Co - Founder, Chairman of the Board » >23 years of experience in the education management, direct response and customer relationship management industries » Founded enCircle Media (built revenue to $20 million before successful sale) » Trusted advisor to university presidents across the U.S. on various higher education issues; Member, Roosevelt University Board of Trustees, USC Pullias Center For Higher Education, Governor Appointed Member, State of California Interagency Coordinating Council » MBA, Pepperdine University; Doctorate of Education, University of Southern California William Bradfield EVP, Business Development » >40 years of executive and sales leadership in software, professional services, telecommunications, and education management. Founded Perceptis , Inc., a leading provider of support services to higher education, which he sold to Blackboard, Inc. David Ruderman EVP, Strategic Relationships » >25 years of direct marketing experience with a focus on education marketing, 10 years as CMO of Chapman University. Josh Cage EVP, Operations » >12 years of experience, in senior operational management positions with Education Management Corporation and University of Phoenix. Daniel Werner Controller » >20 years of experience in finance, operations, relationship development and management, business development and strategic planning and infrastructure building.

13 Distinguished Board of Directors John Hall, Ed.D. CEO and Co - Founder, Chairman » >22 years of experience in the education management, direct response and customer relationship management industries » Founded enCircle Media (built revenue to $20M before successful sale) » Trusted advisor to university presidents across the U.S. on various higher education issues; Member, Roosevelt University Board of Trustees, USC Pullias Center For Higher Education, Governor Appointed Member, State of California Interagency Coordinating Council » MBA, Pepperdine University; Doctorate of Education, University of Southern California Frederic Boyer Independent Director and Audit Committee Chair » >Seasoned strategic operational and chief financial officer with experience in technology, entertainment, software, and consumer products industries. Has successfully raised over $ 200M in capital through public offering, private equity, and debt financings. Mike Sims Independent Director » Held senior executive management positions in diverse industries such as enterprise software, commercial banking, publishing, graduate business education and high profile business federations » 13 years as Executive Officer, Corporate & External Relations for the Graziadio School of Business and Management at Pepperdine University Matt Toledo Independent Director » 20 years as Publisher and CEO of Los Angeles Business Journal » Previously served as chairman for various business organizations, including the Los Angeles County Economic Development Corporation, Los Angeles Area Chamber of Commerce and the Alliance of Area Business Publications Lyle Green Independent Director » 20 years of executive management positions within the telecommunications and direct marketing industry » Partner at MarkeTouch Media since 2002; Vice President of Sales/Marketing Jonathan Newcomb Independent Director » Managing director at Berenson & Company, LLC » Former Chairman of Simon & Schuster and >40 years in financial, education and publishing industries

14 Financial Highlights ($ in millions) FY2015 Actual Ended 8/31/15 FY2016 Projected Ending 8/31/16* Legacy Business Revenue $3.4 $1.5 Strategic Growth Business Revenue – EdTech $4.6 $6.0 Higher Ed Sales Growth 40% Total Revenue $8.1 $7.5 Adjusted EBITDA* ($ 3.3) ▪ Positioned to capitalize on opportunity following completion of restructuring ▪ Expects strong EdTech revenues growth » Restructured and refocused operations » Expanded sales team and new customer wins » Enhanced offerings ▪ Anticipate to be Adjusted EBITDA* positive in FY - 17 *Adjusted EBITDA, projections are Non - GAAP.

15 A Defined Path to Uplisting & Trading Liquidity ▪ Drive high organic growth by leveraging disruption i n EdTech and our established i ndustry position ▪ Capitalize on opportunities to accelerate growth through strategic partnerships/investments and acquisitions ▪ Build on significant investor interest in sector to expand Wall Street presence and pursue NASDAQ u plisting

16 Key Investment Takeaways ▪ Disruption in Higher Ed creating significant demand for our EdTech solutions ▪ One of a few publicly traded companies in emerging, high - growth education technology sector ▪ Established business model and compelling value proposition ▪ Already experiencing strong revenue growth in EdTech ▪ Sector attracting significant investor interest ▪ Clear path to trading liquidity and planned NASDAQ uplisting

17 Company: John Hall, Ed.D . Chief Executive Officer Greenwood Hall, Inc. jhall@greenwoodhall.com Contact Information