Form 8-K - Current report

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 13, 2023

LEGACY EDUCATION ALLIANCE, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-55790

39-2079974

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1490 N.E. Pine Island Road, Suite 5D

Cape Coral, Florida

33909

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (239) 542-0643

N/A

(Former name or former address, if changed since last report.)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Item 1.01 Entry Into a Material Definitive Agreement.

On July 13, 2023, Legacy Education Alliance, Inc. (the “Company”) entered into a letter agreement dated July 11, 2023 (the “Letter Agreement”) with Brian Page (the “Investor”) providing, among other things, that:

	●	The Investor will fund or cause to be funded $550,000, to purchase 9.5 million restricted shares of common stock of the Company (the “Shares”).

	●	The Shares will be subject to registration rights, and will further be subject to lock-up and leak-out provisions as specified in the Letter Agreement.

	●	The Investor will assist the Company in future capital raises.

The foregoing is a brief description of the Letter Agreement, and is qualified in its entirety by reference to the full text of the Letter Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

Pursuant to the Letter Agreement, the Company will issue the Shares to the Investor. Such shares are issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as no general solicitation was used in the offer and sale of such securities.

Item 9.01 Financial Statements and Exhibits.

Exhibit		Description
10.1		Letter Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	LEGACY EDUCATION ALLIANCE, INC.

Date: July 20, 2023	By:	/s/ Barry Kostiner
	Name:	Barry Kostiner
	Title:	Chief Executive Officer

Exhibit 10.1

_Pic1

Brian Page

July 11, 2023

Founder, BNB Formula

Dear Brian,

I am writing this letter to confirm the receipt of a wire for $550,000 to ABJ Impact LLC, and to outline the terms, which we expect to be memorialized in a definitive agreement shortly.

●	The $550k wired by Brian will be used to fund the purchase of 9.5M newly-issued restricted shares of LEAI that will be immediately issued in Brian’s or his designee’s name. LEAI will promptly file a registration statement to register all of such shares for resale.

●	Brian agrees to assist with the capital raise of an additional $2M.

●	The shares cannot be sold until January 2024. Leak-out provisions will be included to protect the company’s value creation, limiting the release of shares to 25% of the previous monthly volume (for example: if 4M shares trade in Dec 23, Brian can sell 1M shares in Jan 24). Beyond an initial allocation of 2.375M shares, the leak-out shares will be pro rata based on completion of the $2M investor raise. E.g. after $1M has been raised, up to 2,375,000 plus 3,562,500 (which is half of the remaining 7.125M) may be sold.

●	The investors introduced by Brian will invest in the LEAI Bridge to Nasdaq Round unless an alternative investment structure is mutually agreed.

	○	Info on the LEAI Bridge to Nasdaq Round is available at: Story – Legacy Education (legacyliveinc.com)

	○	Gabe Stalcup’s video at the bottom explains the mechanics of the Bridge to Nasdaq Round investment offering.

●	Brian Page will work closely with Legacy Education to facilitate introductions to investors.

●	The 9.5M shares will be fully free to be sold without regard to investment by 15 Dec 2025, subject to applicable securities laws.

We are looking forward to achieving great success together! Sincerely,

Barry Kostiner

CEO, Legacy Education Alliance, Inc.

Acknowledged and agreed to:

Cover	Jul. 13, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 13, 2023
Entity File Number	000-55790
Entity Registrant Name	LEGACY EDUCATION ALLIANCE, INC.
Entity Central Index Key	0001561880
Entity Tax Identification Number	39-2079974
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1490 N.E. Pine Island Road
Entity Address, Address Line Two	Suite 5D
Entity Address, City or Town	Cape Coral
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33909
City Area Code	(239)
Local Phone Number	542-0643
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false