Current Report Filing (8-k)
April 22 2019 - 3:23PM
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 18, 2019
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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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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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 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Humpage
Separation Agreement
On April
18, 2019, Legacy Education Alliance, Inc., (the “Company”) and Anthony C. Humpage, the Company’s former Chief
Executive Officer, entered into a Separation Agreement (the “Separation Agreement”) in connection with the termination
of Mr. Humpage’s employment with the Company, which was effective April 2, 2019 (the “Separation Date”). Mr.
Humpage served as Chief Executive Officer of the Company until January 15, 2019 when he was appointed Chairman of the Board of
Directors, a position he continues to hold.
Pursuant to the Separation Agreement, Mr. Humpage
will receive the following severance benefits: (i) cash payment of his weekly base salary through December 31, 2019, subject
to acceleration in the event of a change in control; (ii) reimbursement of Mr. Humpage’s COBRA premiums until he becomes
eligible for Medicare; and (iii) participation in the Company’s 2019 Annual Incentive Compensation Plan, if any, prorated
through the Separation Date. Mr. Humpage’s unvested shares of Company common stock will continue to be governed by the terms
of their respective grant notices and award agreements, including the future vesting of such shares. Further, under the Separation
Agreement, Mr. Humpage agreed that his obligations under that certain September 1, 2017, Confidentiality, Non-Compete and
Non-Solicitation Agreement will survive the termination of his employment.
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.
Date: April 22, 2019
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LEGACY
EDUCATION ALLIANCE, INC.
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By:
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/s/
Christian A. J. Baeza
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Name:
Christian A. J. Baeza
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Title: Senior Vice
President and Chief Financial Officer
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