Current Report Filing (8-k)
April 27 2021 - 5:16PM
Edgar (US Regulatory)
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): April 20, 2021
LEGACY
EDUCATION ALLIANCE, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55790
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39-2079974
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1490
NE Pine Island Rd. Suite 5D, Cape Coral, Florida
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33909
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(Address of principal executive
offices)
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(Zip Code)
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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):
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On
April 20, 2021, Elite Legacy Education, Inc (ELE), a wholly-owned subsidiary of the Company, closed on an unsecured Paycheck Protection
Program Note agreement (the “Promissory Note”) to borrow $1,899,832 from Cross River Bank, the lender, pursuant to the Paycheck
Protection Program (“PPP”), originally created under the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act,
and extended to “second draw” PPP loans as described below. The PPP is intended to provide loans to qualified businesses
to cover payroll and certain other identified costs. Funds from the loan may only be used for certain purposes, including payroll, benefits,
rent, utilities, and certain covered operating expenses. All or a portion of the loan may be forgivable, as provided by the terms of
the PPP. The loan has an interest rate of 1.0% per annum and a term of 60 months. Payments will be deferred in accordance with the CARES
Act, as modified by the Paycheck Protection Program Flexibility Act of 2020; however, interest will accrue during the deferral period.
If all or any portion of the loan is not forgiven in accordance with the terms of the program, ELE will be obligated to make monthly
payments of principal and interest in amounts to be calculated after the amount of loan forgiveness, if any, is determined to repay the
balance of the loan in full prior to maturity. The Promissory Note contains customary events of default relating to, among other things,
payment defaults and breaches of representations. ELE may prepay the loan at any time prior to maturity with no prepayment penalties.
As
previously disclosed, in April 2020, ELE received a first draw PPP loan in the amount of $1,899,832. In March 2021, ELE applied for forgiveness
of the first draw PPP loan, which is currently under review by the lender, Biz2Credit.
The
foregoing description of the second draw loan obtained pursuant to the PPP does not purport to be complete and is qualified in its entirety
by reference to the full text of the Promissory Note attached to this Current Report on Form 8-K as Exhibits 10.1, respectively, and
incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Information
contained in Item 1.01 of this Report is incorporated by reference under this Item 2.03.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains statements as to the Company’s beliefs and expectations of the outcome of future events that
are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements
by the fact that they do not relate strictly to historical or current facts. Examples of these statements include, but are not limited
to, statements regarding the anticipated impact of the COVID-19 outbreak on travel and physical locations, the anticipated impact of
such outbreak on our results of operations, and possible effect of the postponement and cancellation of sales and fulfillment events
on our overall revenues. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ
materially from the statements made. These risks and uncertainties include, but are not limited to, the effects of the COVID-19 outbreak,
including levels of consumer, business and economic confidence generally. The duration of the COVID-19 outbreak and severity of such
outbreak, the pace of recovery following the COVID-19 outbreak, our ability to implement cost containment and business recovery strategies;
and the adverse effects of the COVID-19 outbreak on our business or the market price of our common stock and the risk factors described
in our Annual Report on Form 10-K for the year ended December 31, 2020 and our subsequent filings with the U.S. Securities and Exchange
Commission, including subsequent quarterly reports on Forms 10-Q and current reports on Form 8-K are uncertain. Except as required by
law, the Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect
events or circumstances occurring after the date hereof or the occurrence of unanticipated events.
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.
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LEGACY EDUCATION
ALLIANCE, INC.
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Date: April
27, 2021
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By:
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/s/
Vanessa Guzmán-Clark
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Name:
Vanessa Guzmán-Clark
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Title: VP & Chief Financial
Officer
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3
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