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): July 5, 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 7.01 Regulation FD Disclosure.

On July 5, 2016, representatives of the Company began making presentations regarding the Company to prospective investors, using slides containing the information furnished with this Current Report on Form 8-K as Exhibit 99.1 (the “Slides”). The Company expects to use the Slides, in whole or in part, and possibly with modifications, in connection with presentations to prospective investors, analysts and other third parties commencing on July 5, 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 99.1 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 July 5, 2016, Greenwood Hall, Inc.’s (the “Company”) subsidiary, PCS Link, Inc. (“PCS”), entered into a confidential settlement agreement (“Robin Hood Settlement Agreement”) with the Robin Hood Foundation (“Robin Hood”) and Patriot Communications, LLC. (“Patriot”), a client of the Company, regarding, among other things, the resolution of all claims associated with a lawsuit filed by Robin Hood against Patriot. The suit was filed on August 31, 2013 in the Superior Court of the State of California for the County of Los Angeles (Central District) for breach of contract and failure to perform, including, among other things, intentional tort claims, seeking relief in an amount of not less than $5,000,000 (collectively, the “Action”). Since the Action was filed, both Patriot and the Company have denied all claims made thereunder and engaged in a rigorous defense. Neither Robin Hood, PCS, Patriot, nor the other defendants named in the Action admitted to any guilt, wrong-doing, or liability as part of the Robin Hood Settlement Agreement.

Pursuant to the Robin Hood Settlement Agreement and in order to avoid the continued cost and uncertainty of litigation, the Company agreed to contribute to an omnibus settlement amount (“Omnibus Settlement Amount”) that will be paid to Robin Hood and funded by the Company, Patriot, and other defendants in the Acton. The Company’s direct cash contribution to settle the Action was $ 400,000 (“PCS Settlement Contribution”). Approximately $380,000 of the PCS Settlement Contribution is to be paid by the Company’s insurance carrier, and the remaining $20,000 will be paid by the Company. In return for the Omnibus Settlement Amount, Robin Hood agreed to a) release the Company and the Company’s Chief Executive Officer, John Hall (“Hall”), in his individual capacity, from all claims, b) dismiss the Action against the Company within ten (10) days of executing the Robin Hood Settlement Agreement, and c) refrain from pursuing an appeal of Hall’s dismissal from the Action by the Superior Court.

The Action also included a cross-complaint filed by Patriot against PCS. As part of a full resolution of the Action and in order to avoid the continued cost and uncertainty of litigation, PCS entered into a separate confidential settlement agreement (“the Patriot Settlement Agreement”) with Patriot, pursuant to which PCS agreed to enter into a new five (5) year Master Services Agreement (“MSA”) with Patriot that extends the current service relationship between the Company and Patriot. The MSA shall provide certain preferential pricing and terms to Patriot and shall require PCS to provide services to Patriot through October of 2021. In return, Patriot has agreed to a) release all claims against PCS and b) dismiss its counter-complaint against PCS within ten (10) days of execution of the Robin Hood Settlement Agreement.

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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Investor Relations Slideshow in use beginning July 5, 2016 (furnished only).

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: July 5, 2016
	By:	/s/ John Hall
		Name: John Hall
		Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

Helping Higher Education Transform & Prosper Investor Presentation July 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 tech - enabled solutions platform with 10 year track - record ▪ I nfrastructure, strategy , and human talent that help schools recruit, support, and create enduring relationships with students ▪ Recurring subscription revenue model with established institutional clients ▪ 95% of education clients are public or non - profit institutions that are highly coveted “brand - name” clients ▪ Anticipates 70 - 80% EdTech revenue growth in second half of FY - 2016 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 ▪ 14 new education contracts signed to date in FY - 2016 ▪ Well - positioned for r evenue growth in FY - 2017 and beyond ▪ Solid operating track - record in Higher Education with brand name clients and average customer retention exceeding 5 years ▪ Trending towards positive Adjusted EBITDA in FY - 2017 ▪ 1 of only 3 public companies in a subsector with substantial investor interest ▪ Recent PUBCO comps trade in excess of 6x revenue *When compared to same period in FY - 2015. Adjusted EBITDA, projections are Non - GAAP.

5 Financial Outlook ▪ New contracts include University of Arizona, University of Oklahoma, Concordia University , College of Southern Nevada , and Troy University ▪ Additional scale expected to significantly improve Gross Margin ▪ 35% Improvement in Adjusted EBITDA** in Q2* with over 50% improvement expected in 2H - 2016* ▪ Expects 80% - 100% Education revenue growth in FY - 2017 ▪ Trending to positive Adjusted EBITDA** for FY - 2017 14 new contracts expected to help generate 70 - 80% increase in EdTech revenue in Second Half of FY - 16* *When compared to same period in FY - 2015. **Adjusted EBITDA, projections are Non - GAAP.

6 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.

7 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 versus cost center center for its education partners – enabling schools to generate new sources of revenue and efficiencies critical for survival in the emerging Higher Ed landscape.

Growing Client List of Prestigious Institutions 8

9 Growth Strategy To Maximize Shareholder Value ▪ Focus on driving EdTech Revenue Growth already showing results » Expanded direct sales force by 200% since Fall 2015 » 14 new contracts signed in FY - 2016 to date » Loyal customer base creating additional revenue opportunities » Leveraging recently announced alliances with industry leaders ▪ Executing on comprehensive plan to improve balance sheet through debt restructuring and eliminating other long - term financial risks ▪ Continued progress towards positive EBITDA ▪ Generate liquidity for investors by leveraging strong market interest in EdTech sector and public company vehicle

10 ▪ 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

11 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. Shane Cobb EVP, Talent Management » 25 years human resources leadership experience e in best - in - class companies, additional roles leading IT, business development, restructuring, facility start - ups and relocations, mergers and acquisitions 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.

12 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

13 Financial Highlights ($ in millions) FY2015 Actual Ended 8/31/15 FY2016 Projected Ending 8/31/16 Legacy Business Revenue $3.4 $1.1 Strategic Growth Business Revenue – EdTech $4.3 $6.1 – 6.5 EdTech Sales Growth 50%+ Total Revenue $8.1 $7.5 ▪ Positioned to capitalize on opportunity following completion of restructuring ▪ Expects strong EdTech revenues growth » R efocused 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.

14 Key Investment Takeaways ▪ Disruption in Higher Ed creating significant demand for services ▪ One of a few publicly traded companies in emerging, high - growth education technology sector ▪ Established business model and compelling value proposition ▪ Experiencing strong revenue growth in EdTech ▪ Sector attracting significant investor interest helps maximize interest in ELRN and creates p ossible path to trading liquidity and uplisting

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