UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | |