Greenwood Hall, Inc. (OTCMKTS:ELRN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointments of Jerry Rubinstein, Cary Sucoff and Michael
Poutre II
On November 28, 2016, the remaining members of the Board
appointed Jerry Rubinstein, Cary Sucoff and Michael Poutre II as
directors on the Board, effective as of December 1, 2016.
Jerry Rubinstein is an attorney and a CPA and has significant
experience in Banking, Finance Entrepreneurship and the
entertainment business. Mr. Rubinstein was a business manager in
the music business handling the financial affairs of prominent
artists such as Bing Crosby, Stills, Nash and Young, The Eagles,
David Geffen, Joni Mitchell and Jackson Browne. He served as
Chairman and CEO of American Broadcasting Companys music division
and acquired United Artist Records establishing acts such as
Kenny Rogers, Tina Turner and Gerry Rafferty. A pioneer in the
programming, marketing and distribution of digital music, Mr.
Rubinstein founded and sold DMX, Inc. and XTRA Music to Liberty
Media. He sat on the board of directors of the Recording Industry
Association of America (RIAA) and currently serves as a director
and Chairman of the Audit Committee of CKE Restaurants and
non-executive Chairman of US Global Investors, Inc.
(NASDAQ:GROW). Mr. Rubinstein was the founder and Chairman of Bel
Air Savings and Loan, which was sold to John Andersons Topa
Savings. Additionally, he served as financial advisor to The
Dollywood Company and assisted in the development and formation
of the theme park for Dolly Parton and Silver Dollar City.
Cary Sucoff has over thirty years of securities industry
experience. Mr. Sucoff currently owns and operates Equity Source
Partners, LLC an advisory and consulting firm. He has
participated in the financing of hundreds of public and private
companies. Mr. Sucoff currently serves on the Board of Directors
of (1) ContraFect Corporation, (NASDAQ: CFRX), which is engaged
in the development of new treatments for infectious diseases
utilizing proprietary antibody and lysin technology; (2) Root9b
Technologies, Inc. (OTCMKTS: RTNB), a cyber security and risk
mitigation business; (3) Legacy Education Alliance, Inc.
(OTCMKTS: LEAI), which provides educational training seminars,
conferences and services in the United States, Canada, the United
Kingdom, and internationally; and (4) First Wave Technologies,
Inc., which brings to the commercial market new and innovative
medical device technologies. In addition, Mr. Sucoff currently
serves as a consultant to Sapience Therapeutics, Inc., an early
stage Biotech company focusing on Glioblastoma. Mr. Sucoff is the
former President of New England Law/Boston and has been a member
of the Board of Trustees for over 25 years. He is the Chairman of
the Endowment Committee. Mr. Sucoff received a Bachelor of Arts
from SUNY Binghamton (1974) and a J.D. from New England School of
Law (1977) where he was the Managing Editor of the Law Review and
graduated Magna Cum Laude. Mr. Sucoff has been a member of the
Bar of the State of New York since 1978.
Michael Poutre II has over twenty-five years of experience
managing, financing, advising and building both public and
private companies. Mr. Poutre started his career in the early
1990s at Smith Barney, and eventually formed his own broker
dealer firm, serving as both a securities and options principal.
From 2003 to 2006, Mr. Poutre served as President and Chief
Compliance Officer for The Blue White Fund, an Israel-based
mutual fund. His career evolved into helping companies grow by
scaling, restructuring and refinancing. In this capacity, he has
aided public and private companies in achieving their goals. Mr.
Poutre and his partners launched Redwood Fund, LP (“Redwood”),
a fund dedicated to investing in micro-cap companies in a
responsible manner. Greenwood Hall is a portfolio company of
Redwood, which has been instrumental in the Company’s evolution
as a publicly traded company. Mr. Poutre also currently serves as
the CEO of Utilligent, Inc., a boutique management consulting
firm that acts as a trusted advisor for large utilities in the
United States. Mr. Poutre earned a Bachelor of Arts from Whittier
College, where he was a Whittier Scholar and the recipient of the
Richard M. Nixon Scholarship. He earned a Masters in Business
Administration from California Lutheran University.
Beginning on March 31, 2015, the Company issued to Redwood a
series of promissory notes in principal amounts ranging from
$25,000 to $588,000, convertible into shares of common stock of
the Company to the terms thereof. On September 30, 2016, in
connection that certain Loan and Security Agreement entered into
by and between the Company and Moriah Education Management, LLC,
Redwood agreed to (i) forgive all amounts owed to Redwood under
that certain convertible promissory note issued on November 6,
2015 with a principal amount of $125,000 and all amounts owed to
Redwood under that certain convertible promissory note issued on
December 14, 2015 with a principal amount of $30,000, (ii)
consolidate all other indebtedness owed by the Company to Redwood
in exchange for a one-time payment of $300,000, and (iii) accept
from the Company a non-convertible promissory note (September
2016 Promissory Note) in the principal amount of $1,418,496.92,
representing such consolidated indebtedness, to accrue interest
at a rate of 17% per annum. The September 2016 Promissory Note
shall be due and payable on the first anniversary thereof.
Since the beginning of the Companys last fiscal year through the
present, there have been no transactions with the Company, and
there are currently no proposed transactions with the Company, in
which the amount involved exceeds $120,000 and in which any of
Mssrs. Rubinstein or Sucoff had or will have a direct or indirect
material interest within the meaning of Item 404(a)of Regulation
S-K.No arrangement or understanding exists between any of Mssrs.
Rubinstein, Sucoff or Poutreand any other person to which such
individuals were selected as director of the Company.
The Company intends to issue a press release on November 30, 2016
to announce the appointments of Mssrs. Rubinstein, Sucoff and
Poutre. The press release is furnished as Exhibit 99.1 and
incorporated herein by reference.
The information furnished herewith to Item 5.02 of this Current
Report, including Exhibit 99.1, shall not be deemed to be filed
for the 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. The information in Item 5.02 of this
Current Report shall not be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, whether made before or after the date of this
Current Report, regardless of any general incorporation language
in the filing.
Resignation of Frederic Boyer
On November 22, 2016, Frederic Boyer tendered to Greenwood Hall,
Inc., a Nevada corporation (the Company), a written resignation
(the Resignation) as director on the Board of Directors (the
Board), effective immediately, in which Mr. Boyer expressed
disagreement with the level of management’s communication with
the Board and level of Board involvement in day-to-day operations
of the Company. A copy of the Resignation is filed as Exhibit
99.2 hereto and is incorporated herein by reference. As of the
date of this filing, Mr. Boyer has been provided with a copy of
this disclosure and an opportunity to respond to the statements
made herein. Any such response received from Mr. Boyer shall be
filed as an amendment to this Current Report on Form 8-K within
two business days after receipt thereof by the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release | |
| 99.2 | Resignation of Frederic Boyer, dated as of November 22, 2016 | |
About Greenwood Hall, Inc. (OTCMKTS:ELRN)
Greenwood Hall, Inc., formerly Divio Holdings, Corp., provides cloud-based education management services that address the student lifecycle. The Company offers technology to provide end-to-end services ranging from recruitment and student enrollment to post-graduation job placement, career networking and alumni relations. Its services include solutions that support the student lifecycle, including lead generation/marketing, new student recruitment, enrollment counseling, financial aid advising, student recruitment, reengagement of students dropping out of institution, career advising, student concierge and help desk services; consulting services, including market assessments and analysis of internal operational efficiency, and various data and technology enabled solutions that enable school clients to manage/analyze data, deliver instruction to students, and make institutional decisions. It also provides donor lifecycle management services to various non-profit organizations. Greenwood Hall, Inc. (OTCMKTS:ELRN) Recent Trading Information
Greenwood Hall, Inc. (OTCMKTS:ELRN) closed its last trading session 00.0000 at 0.0200 with 13,800 shares trading hands.