Current Report Filing (8-k)
November 16 2018 - 11:24AM
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): November 12, 2018
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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1612
Cape Coral Parkway East, Cape Coral, Florida
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33904
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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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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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☐
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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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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
November 12, 2018, the Board of Directors of Legacy Education Alliance, Inc. (the “Company”) approved an amendment
(the “Amendment”) to the Rights Agreement dated as of February 16, 2017 by and between the Company and VStock Transfer
LLC, as Rights Agent (the “Rights Agreement”), to (i) extend the Final Expiration Date, as defined in the Rights Agreement,
to the close of business on February 15, 2021, and (ii) to provide for the construction of the Rights Agreement and all other
related documents in a manner consistent with the extension of the Final Expiration Date.
The
extension of the Final Expiration Date under the Rights Agreement was entered into to ensure that the Board of Directors would
continue to have sufficient time to consider any proposal from a third party that might result in a change in control of the Company,
to ensure that all stockholders receive fair and equal treatment in the event of any such a proposal, and to encourage any potential
acquirer to negotiate with the Board of Directors. In addition, extending the Rights Agreement will guard against partial tender
offers, open market accumulations and other coercive tactics aimed at gaining control of the Company without paying all stockholders
a full control premium for their shares. The Rights Agreement was not amended in response to any specific takeover offer.
The
foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
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Item
3.03
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Material
Modification to Rights of Security Holders
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Please
see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.03.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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.
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LEGACY EDUCATION ALLIANCE, INC.
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Date: November
16, 2018
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By:
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/s/
Anthony C. Humpage
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Name:
Anthony C. Humpage
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Title: Chief
Executive Officer
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2
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