Securities Registration Statement (s-1/a)
January 10 2022 - 5:26PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on January 10, 2022
Registration
No. 333-261414
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT NO. 3
TO
FORM
S-1
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
LEGACY
EDUCATION ALLIANCE, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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8200
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39-2079974
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State
or other jurisdiction
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Primary
Standard Industrial
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(I.R.S.
Employer
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incorporation
or organization
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Classification
Code Number)
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Identification
Number)
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1490
NE Pine Island Rd. Suite 5D
Cape
Coral, FL 33909
(239)
542-0643
(Address,
including zip code, and telephone number, including area code of registrant’s principal executive offices)
Barry
Kostiner, Interim CEO
1490
NE Pine Island Rd. Suite 5D
Cape
Coral, FL 33909
(239)
542-0643
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
with
a copy to:
Stephen
Fox, Esq.
Dominick
P. Ragno, Esq.
Ruskin
Moscou Faltischek, PC
1425
RXR Plaza
15th
Floor, East Tower
Uniondale,
New York 11556
(516)
663-6600
(516)
663-6780 (fax)
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated file,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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☐
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Accelerated
filed
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☐
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Non-accelerated
filer
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☒
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Smaller
reporting company
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☒
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Emerging
growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities to be Registered
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Amount
to
be
Registered
(1)
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Proposed
Maximum Offering
Price
Per
Share
(2)
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Proposed
Maximum Aggregate Offering
Price
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Amount
of Registration
Fee
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Common
Stock, $0.001 per share (3)
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43,723,736
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$
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0.063
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$
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2,754,596
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$
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255.35
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(4)
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended, the shares of common stock offered hereby also include an indeterminate
number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends,
recapitalizations or other similar transactions.
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(2)
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Estimated
solely for purposes of determining the registration fee pursuant to Rule 457(c) under the Securities Act, computed based upon the
high ($0.063) and low ($0.063) selling prices per share of the registrant’s common stock on December 21, 2021 on the OTCQB
marketplace.
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(3)
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Represents
(i) 11,907,236 issued and outstanding shares of common stock that may be sold from time to time by certain of the selling shareholders
named herein, (ii) 13,416,500 shares of common stock that may be sold by certain of the selling shareholders named herein upon the
conversion of outstanding convertible debentures and (iii) 18,400,000 shares of common stock that may be sold by a selling shareholder
named herein upon the exercise of outstanding options.
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(4)
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Previously
paid.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Commission acting pursuant to said section 8(a), may determine.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
The
following table sets forth the Company’s expenses in connection with this registration statement. All of the listed expenses are
estimates, other than the filing fees payable to the Securities and Exchange Commission.
Securities
and Exchange Commission registration fee
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$
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255.35
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Transfer
Agent Fees
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$
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2,000.00
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Accounting
fees and expenses
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$
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5,000.00
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Legal
fees and expense
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$
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10,000.00
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Miscellaneous
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$
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7,744.65
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Total
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$
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25,000.00
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None
of such expenses will be borne by the selling shareholders referenced in the prospectus forming a part of this Registration Statement
on Form S-1.
Item
14. Indemnification of Directors and Officers
The
Bylaws of our Company provide that the Company will indemnify, to the fullest extent permitted by the Nevada Revised Statutes, each person
who is or was a director, officer, employee or agent of the Company, or who serves or served any other enterprise or organization at
the request of the Company. Pursuant to Nevada law, this includes elimination of liability for monetary damages for breach of the directors’
fiduciary duty of care to the Company and its stockholders. These provisions do not eliminate the directors’ duty of care and,
in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under
Nevada law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to
the Company, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for any transaction
from which the director derived an improper personal benefit, and for payment of dividends or approval of stock repurchases or redemptions
that are unlawful under Nevada law. The provision also does not affect a director’s responsibilities under any other laws, such
as the federal securities laws or state or federal environmental laws.
The
Company enters into agreements with its directors and executive officers that require the Company to indemnify these persons against
expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of the fact that the person is or was a director or officer
of the Company or any of its affiliated enterprises.
The
Company maintains directors’ and officers’ liability insurance that insures its directors and officers against the cost of
defense, settlement or payment of a judgment under any circumstances.
Item
15. Recent Sales of Unregistered Securities
On
March 8, 2021 the Company issued a Senior Secured Convertible Debenture to Legacy Tech Partners, LLC, or LTP, a Delaware limited liability
company and a related party, under which LTP loaned the Company the principal sum of $375,000. This initial loan accrues interest at
a rate of 10% and is due on the earlier of the occurrence of certain liquidity events with respect to the Company and March 8, 2022.
The initial loan may be converted at any time after the issue date into shares of the Company’s Common Stock, at a price equal
to $0.05 per share. Together with each conversion share, a warrant will be issued with a strike price of $0.05 per share and an expiration
date of March 8, 2026. On May 4, 2021, LTP exercised its conversion rights with respect to $330,000 of the outstanding principal of the
initial loan at the conversion price resulting in the issuance of 6,586,500 shares of Common Stock to LTP. In addition, an equal number
of warrants were issued on June 11, 2021. The Senior Secured Convertible Debenture, warrants and the shares issuable upon conversion
of the Debenture were not registered under the Securities Act of 1933, as amended (the “Securities Act”), as a transaction
not involving any public offering pursuant to Section 4(a)(2) of the Securities Act.
On
May 4, 2021 the Company issued a 10% Subordinated Debenture in the principal amount of $25,000 to Michel Botbol, the Company’s
Chairman and Chief Executive Officer. The Subordinated Debenture accrues interest at a rate of 10% and is due on the earlier of the occurrence
of certain liquidity events with respect to the Company and May 4, 2022. The Subordinated Debenture may be converted at any time after
the issuance date into shares of the Company’s Common Stock, at a price equal to $0.05 per share. Together with each Conversion
Share, a warrant will be issued with a strike price of $0.05 per share and an expiration date of May 4, 2026. The aggregate number of
shares issuable upon conversion of the Debenture and upon the exercise of the warrants may not exceed 19.9% of the number of shares of
the Common Stock outstanding immediately after giving effect to the issuance of shares upon conversion of the Debenture and the exercise
of the warrants. On May 4, 2021 Mr. Botbol exercised his conversion rights with respect to the entire $25,000 of outstanding principal
resulting in the issuance of 500,000 shares of Common Stock to him. In addition, an equal number of warrants were issued on May 4, 2021.
The Subordinated Debenture, warrants and the shares issuable upon conversion of the Subordinated Debenture were not registered under
the Securities Act as a transaction not involving any public offering pursuant to Section 4(a)(2) of the Securities Act.
On
August 27, 2021, the Company issued a Senior Secured Convertible Debenture, to GLD Legacy Holdings, LLC in the principal amount of $500,000.
The GLD Debenture accrues interest at a rate of 10% per annum and is due on the earlier of the occurrence of certain liquidity events
with respect to the Company and August 27, 2026. The GLD Debenture may be converted at any time after the issue date into shares of the
Company’s Common Stock at a price equal to $0.05 per share. Together with each Conversion Share, a warrant will be issued with
a strike price of $0.05 per share and an expiration date of August 27, 2026. The aggregate number of shares issuable upon conversion
of the Debenture and upon the exercise of the Warrants may not exceed 19.9% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares upon conversion of the Debenture and the exercise of the warrants. The GLD Debenture, warrants
and the shares issuable upon conversion of the Subordinated Debenture were not registered under the Securities Act as a transaction not
involving any public offering pursuant to Section 4(a)(2) of the Securities Act.
On
August 27, 2021, the Company entered into an Advisory Services Agreement with GLD Advisory Services, LLC. As compensation hereunder,
the Company issued to the advisor 315,000 restricted shares of Common Stock of the Company and will issue on each year anniversary thereafter
the same number of shares until the GLD Debenture has been repaid in full. Such shares were not registered under the Securities Act as
a transaction not involving any public offering pursuant to Section 4(a)(2) of the Securities Act.
On
November 18, 2021, the Company entered into a Stock Purchase and Option Agreement with Mayer and Associates LLC (“Mayer”),
pursuant to which Mayer purchased 1.6 million shares of common stock of the Company for a total aggregate price of $160.00. Such shares
were not registered under the Securities Act as a transaction not involving any public offering pursuant to Section 4(a)(2) of the Securities
Act.
Item
16. Exhibits and Financial Statement Schedules.
(a)
The following exhibits are filed as a part of, or incorporated by reference into, this Registration Statement.
The
following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith or, as noted, incorporated by
reference herein.
Exhibit
No.
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Title
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Method
of filing
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2.1
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Agreement and Plan of Merger, dated as of November 10, 2014, by and among Priced In Corp., Priced in Corp. Subsidiary, Tigrent Inc. and Legacy Education Alliance Holdings, Inc.
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Incorporated
by reference to Exhibit 2.1 in the Company’s Form 8-K filed with the SEC on November 10, 2014.
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2.2
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Elite Legacy Education UK LTD, Proposal for Company Voluntary Arrangement
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Incorporated
by reference to Exhibit 99.1 in the Company’s Form 8-K filed with the SEC on January 15, 2021.
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2.3
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Bankruptcy or Receivership of Legacy Education Alliance Australia PTY Ltd
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Incorporated
by reference to the Company’s Form 8-K filed with the SEC on February 2, 2021.
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2.4
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Bankruptcy or Receivership of Legacy Education Alliance Hong Kong, Ltd.
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Incorporated
by reference to the Company’s Form 8-K filed with the SEC on March 5, 2021.
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2.5
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Bankruptcy or Receivership of Tigrent Learning Canada, Inc.
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Incorporated
by reference to the Company’s Form 8-K filed with the SEC on March 11, 2021.
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3.1
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Second Amended and Restated Articles of Incorporation of the Registrant
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Incorporated
by reference to Exhibit 3.1 in the Company’s Form 8-K filed with the SEC on November 10, 2014.
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3.2
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Certificate of Designation of Registrant
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Incorporated
by reference to Exhibit 3.1 in the Company’s Form 8-K filed with the SEC on February 17, 2017.
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3.3
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Bylaws of the Registrant
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Incorporated
by reference to Exhibit 3.2 in the Company’s Form 8-K filed with the SEC on November 10, 2014.
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3.4
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Amendment to Bylaws of Registrant
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Incorporated
by reference to Exhibit 3.2 in the Company’s Form 8-K filed with the SEC on February 17, 2017.
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3.5
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Amendment to Bylaws of the Registrant
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Incorporated
by reference to Exhibit 3.1 in the Company’s Form 8-K filed with the SEC on January 12, 2018.
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4.1
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Rights Agreement dated as of February 16, 2017, between Legacy Education Alliance, Inc. and VStock Transfer, LLC, which includes the Form of Certificate of Designation of Series A Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C.
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Incorporated
by reference to Exhibit 4.1 in the Company’s Form 8-K filed with the SEC on February 17, 2017.
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4.2
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Amendment to Rights Agreement dated as of November 12, 2018, between Legacy Education Alliance, Inc. and VStock Transfer, LLC
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Incorporated
by reference to Exhibit 4.1 in the Company’s Form 8-K filed with the SEC on November 16, 2018.
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4.3
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Amendment to Rights Agreement dated as of February 11, 2021, between Legacy Education Alliance, Inc. and Broadridge Corporate Issuer Solutions, Inc.
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Incorporated
by reference to Exhibit 4.1 in the Company’s Form 8-K filed with the SEC on February 12, 2021.
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4.4
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Assumption Agreement dated November 25, 2019, between Legacy Education Alliance, Inc. and Broadridge Corporate Issuer Solutions, Inc.
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Incorporated
by reference to Exhibit 4.3 in the Company’s Form 10-K filed with the SEC on March 30, 2020.
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4.5
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Description of Registered Securities
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Incorporated
by reference to the Company’s Form S-1/A filed with the SEC on March 25, 2013.
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5.1
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Opinion of Ruskin Moscou Faltischek, P.C.
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Previously
Filed.
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10.1
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Bill of Sale, Assignment and Assumption Agreement dated as of September 10, 2014, by and between Tigrent Inc. and Legacy Education Alliance Holdings, Inc.
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Incorporated
by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on November 10, 2014.
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10.2
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Form of Indemnification Agreement
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Incorporated
by reference to Exhibit 10.2 in the Company’s Form 8-K filed with the SEC on November 10, 2014.
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10.3
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Employment Agreement, dated September 1, 2017, by and between Legacy Education Alliance, Inc., and James E. May.
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Incorporated
by reference to Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on September 6, 2017.
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10.4
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Employment Agreement, dated March 18, 2020, by and between Legacy Education Alliance, Inc., and Vanessa Guzmán-Clark.
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Incorporated
by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on March 20, 2020.
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10.5
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Royalty Payment Agreement dated March 15, 2013 (1)
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Incorporated
by reference to Exhibit 10.5 in the Company’s Form 8-K/A filed with the SEC on February 11, 2015.
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10.6
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License Agreement with Rich Dad Operating Company, LLC, dated September 1, 2013 (1)
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Incorporated
by reference to Exhibit 10.6 in the Company’s Form 8-K/A filed with the SEC on February 11, 2015.
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10.7
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Settlement and Amendment to the 2013 License Agreement, dated April 22, 2014 (1)
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Incorporated
by reference to Exhibit 10.7 in the Company’s Form 8-K/A filed with the SEC on February 11, 2015.
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10.8
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Second Amendment to Rich Dad Operating Company, LLC License Agreement, dated January 25, 2018. (1)
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Incorporated
by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on January 29, 2018.
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10.9
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Mutual Waiver and Release of Claims, dated January 25, 2018.
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Incorporated
by reference to Exhibit 10.2 in the Company’s Form 8-K filed with the SEC on January 29, 2018.
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10.10
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Talent Endorsement Agreement with Robbie Fowler, dated January 1, 2015
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Incorporated
by reference to Exhibit 10.9 in the Company’s Form 10 filed with the SEC on May 12, 2017.
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10.11
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Talent Endorsement Agreement with Martin Roberts, dated April 20, 2017.
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Incorporated
by reference to Exhibit 10.10 in the Company’s Form 10 filed with the SEC on May 12, 2017.
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10.12
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2015 Incentive Plan
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Incorporated
by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A for the 2015 Annual Meeting of Stockholders
filed with the SEC on June 16, 2015.
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10.13
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Form of Registration Rights Agreement
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Incorporated
by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on June 17, 2015.
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10.14
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Form of Warrant
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Incorporated
by reference to Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on June 17, 2015.
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10.15
+
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Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (2015 Incentive Plan)
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Incorporated
by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on July 22, 2015.
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Settlement Agreement and Release dated October 31, 2017 among Elite Legacy Education, Inc.; Rich Dad Education, LLC; and Tigrent Enterprises, Inc. and the other parties thereto.
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Incorporated
by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on November 1, 2017.
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10.16
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December 23, 2019 Real Estate Education Training Program Development Agreement by and between Legacy Education Alliance Holdings, Inc., and T&B Seminars, Inc.
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Incorporated
by reference to the Company’s Form 10-K filed with the SEC on March 30, 2020.
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10.17
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Bankruptcy or Receivership of Legacy UK
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Incorporated
by reference to the Company’s Form 10-K filed with the SEC on March 30, 2020.
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10.18
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Commercial Contract dated July 24, 2020, between 1612 E. Cape Coral Parkway Holding Co., LLC, a subsidiary of the Company and Daniel Thom, as Trustee of Torstonbo Trust.
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Incorporated
by reference to Exhibit 10.1 in the Company’s Form 10-Q filed with the SEC on August 14, 2020.
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10.19
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First Amendment to Commercial Contract dated August 20, 2020, between 1612 E. Cape Coral Parkway Holding Co., LLC, a subsidiary of the Company and Daniel Thom, as Trustee of Torstonbo Trust.
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Incorporated
by reference to Exhibit 10.1 in the Company’s Form 8-k filed with the SEC on August 20, 2020.
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10.20
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Second Amendment to Commercial Contract dated September 24, 2020, between 1612 E. Cape Coral Parkway Holding Co., LLC, a subsidiary of the Company and Daniel Thom, as Trustee of Torstonbo Trust.
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Incorporated
by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on September 29, 2020.
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10.21
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Promissory Note and Mortgage, Assignment of Rents and Security Agreement, dated August 6, 2020, by and between 1612 E. Cape Coral Parkway Holding Co., LLC and Northern Equity Group, Inc., JKH Ventures, Inc., and Donald Ross, LLC.
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Incorporated
by reference to Exhibit 10.2 in the Company’s Form 10-Q filed with the SEC on August 14, 2020.
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10.22
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Senior Secured Convertible Debenture Agreement dated March 8, 2021
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Incorporated
by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on March 12, 2021.
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10.23
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Form of Guaranty
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Incorporated
by reference to Exhibit 10.2 in the Company’s Form 8-K filed with the SEC on March 12, 2021.
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10.24
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Form of Warrant
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Incorporated
by reference to Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on March 12, 2021.
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10.25
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Employment Agreement dated March 9, 2021, between Legacy Education Alliance, Inc., and Michel Botbol
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Incorporated
by reference to Exhibit 10.4 in the Company’s Form 8-K filed with the SEC on March 12, 2021.
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10.26
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Non-Binding Term Sheet, dated February 11, 2021
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Incorporated
by reference to Exhibit 10.5 in the Company’s Form 8-K filed with the SEC on March 12, 2021.
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10.27
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Paycheck Protection Program Note, dated April 19, 2021, by and between Cross River Bank and Elite Legacy Education, Inc.
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Incorporated
by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on April 27, 2021.
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10.28
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Subordinated Secured Convertible Debenture Agreement dated May 4, 2021
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Incorporated
by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on May 7, 2021.
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10.29
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Form of Guaranty
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Incorporated
by reference to Exhibit 10.2 in the Company’s Form 8-K filed with the SEC on May 7, 2021.
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10.30
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Form of Warrant
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Incorporated
by reference to Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on May 7, 2021.
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10.31
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Amendment dated August 27, 2021 to Senior Secured Convertible Debenture Agreement with Legacy Tech Partner, LLC
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Incorporated
by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on September 2, 2021.
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10.32
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Senior Secured Convertible Debenture Agreement with GDL Legacy Holdings, LLC dated August 27 2021
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Incorporated
by reference to Exhibit 10.2 in the Company’s Form 8-K filed with the SEC on September 2, 2021.
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10.33
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Form of Guaranty
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Incorporated
by reference to Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on September 2, 2021.
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10.34
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|
Form of Warrant
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Incorporated
by reference to Exhibit 10.4 in the Company’s Form 8-K filed with the SEC on September 2, 2021.
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+
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Executive
management contract or compensatory plan or arrangement.
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(1)
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Portions
of this exhibit have been omitted pursuant to a request for confidential treatment.
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(2)
|
Certain
identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful
if publicly disclosed.
|
Item
17. Undertakings
Pursuant
to Rule 415 under the Securities Act of 1933 (as amended and updated from time to time)
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which it offers or sales securities, a post-effective amendment to this registration statement;
(I)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii)
To include any additional material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time to be
the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the
offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of securities:
If
the undersigned Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of this Registration Statement,
other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to
be part of and included in the Registration Statement as of the date it is first used after effectiveness; provided , however , that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the Registration Statement will, as
to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date of first
use.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Cape Coral, Florida on January 10, 2022.
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LEGACY
EDUCATION ALLIANCE, INC.
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/s/
Barry Kostiner
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Barry
Kostiner
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Interim
Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature
|
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Title
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Date
|
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/s/
Barry Kostiner
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Director,
Interim CEO and Manager of Capital Markets
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January
10, 2022
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Barry
Kostiner
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|
(principal
executive, financial and accounting officer)
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|
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