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 24, 2023

LEGACY EDUCATION ALLIANCE, INC.

(Exact name of registrant as specified in its charter)

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):

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:

Item 3.02 Unregistered Sales of Equity Securities

On March 24, 2023, Legacy Education Alliance, Inc. (the “Company”) issued 700,000 shares of its common stock to an option holder upon the partial exercise of such option at an exercise price of $0.0001 per share. Such shares were 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 7.01 Regulation FD Disclosure.

On March 24, 2023, the Company released an updated Company presentation.

The presentation, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in this Item 7.01 (including Exhibit 99.1).

Item 8.01 Other Events

On March 24, 2023, the Company issued a press release announcing that it entered into a business relationship with Virtual Readiness Counselor, LLC, which does business as My Readiness Coach (www.myreadinesscoach.com, “MRC”), a provider of education counseling for students seeking to gain admission to higher education institutions and skills for students to succeed on their academic and career paths. With a focus on marketing to over 12,000 students in Pennsylvania, Legacy believes the relationship with MRC presents an opportunity to support underprivileged communities and help students achieve their educational goals. In addition, the parties have agreed that upon certain circumstances, upon the earlier of December 2024 and any Nasdaq uplisting of Legacy, Legacy would acquire MRC. In particular:

The press release, which is filed as Exhibit 99.2 to this Current Report on Form 8-K, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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.