SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTIFICATION OF LATE FILING
|(Check one):||☐Form 10-K ☐Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR|
|For Period Ended:||March 31, 2023|
|☐ Transition Report on Form 10-K|
|☐ Transition Report on Form 20-F|
|☐ Transition Report on Form 11-K|
|☐ Transition Report on Form 10-Q|
|☐ Transition Report on Form N-SAR|
|For the Transition Period Ended:|
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
LEGACY EDUCATION ALLIANCE, INC.
Full Name of Registrant
Former Name if Applicable
1490 N.E. Pine Island Road, Suite 5D
Address of Principal Executive Office (Street and Number)
Cape Coral, Florida 33909
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
|(a)||The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;|
|(b)||The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and|
|(c)||The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.|
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.
The Registrant has been unable, without unreasonable effort or expense, to timely compile all information for the disclosures required to be included in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023. The Registrant expects to file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.
|SEC 1344 (04-09)||Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.|
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
|(1)||Name and telephone number of person to contact in regard to this notification|
|(Name)||(Area Code)||(Telephone Number)|
|(2)||Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).|
Yes ☐ No ☒
|The Registrant has not filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022.|
|(3)||Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?|
|Yes ☒ No ☐|
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Revenue was $0.07 million for the three months ended March 31, 2023 compared to $0.3 million for the three months ended March 31, 2022. Revenue decreased $0.2 million or 75% during the three months ended March 31, 2023 compared to the same period in 2022.
Total operating costs and expenses were $0.98 million for the three months ended March 31, 2023 compared to $0.84 million for the three months ended March 31, 2022, an increase of $0.1 million or 17%. The increase was primarily due to increases in general and administrative expenses.
Direct course expenses
Direct course expenses relate to the Registrant’s free preview workshops, basic and elite training, and individualized mentoring programs, consisting of instructor fees, facility costs, salaries, commissions and fees associated with the Registrant’s field representatives and related travel expenses. Direct course expenses were $0.07 million for the three months ended March 31, 2023 compared to $0.1 million for the three months ended March 31, 2022, a decrease of $0.03 million or 30%, which was related to decreases in sales and training compensation, due to the economic impact of the COVID-19 pandemic on consumers and the temporary suspension of live in-person events.
Advertising and sales expenses
Advertising and sales expenses were $0.03 million for the three months ended March 31, 2023 and $0.09 for the three months ended March 31, 2023. As a percentage of revenue, advertising and sales expenses were 43% and 31% of revenue for the three months ended March 31, 2023 and 2022, an increase of 12%.
General and administrative expenses
General and administrative expenses primarily consist of compensation, benefits, insurance, professional fees, facilities expenses and travel expenses for the corporate staff, as well as depreciation and amortization expenses. General and administrative expenses were $0.9 million for the three months ended March 31, 2023 compared to $0.6 million for the three months ended March 31, 2022, an increase of $0.3 million, or 35%.
LEGACY EDUCATION ALLIANCE, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|Date:||May 15, 2023||By:||/s/ Barry Kostiner|
|Chairman and CEO|