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): ~~July~~August 1311, 2023

LEGACY EDUCATION ALLIANCE, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-55790

39-2079974

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1490 N.E. Pine Island Road, Suite 5D

Cape Coral, Florida

33909

(Address of principal executive offices)

(Zip Code)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Item 17.01 ~~Entry~~Regulation ~~Into~~FD ~~a Material Definitive Agreement~~Disclosure.

On ~~July~~August 1311, 2023, Legacy Education Alliance, Inc. (the “Company”) ~~entered~~issued ~~into~~ a ~~letter~~press ~~agreement~~release ~~dated~~announcing ~~July~~that 11Legacy Live, a ~~2023~~subsidiary (of the ~~“Letter Agreement”)~~Company, ~~with~~has ~~Brian~~launched ~~Page~~the (first phase of a planned significant development effort to build the ~~“Investor”)~~database ~~providing,~~and ~~among~~analytics infrastructure ~~other~~needed ~~things~~to monetize its database, ~~that:~~and transform the company to a community platform at the foundation of its multiple education business verticals.

● The press ~~Investor~~release, ~~will~~which ~~fund~~is orfurnished ~~cause~~as Exhibit 99.1 to bethis ~~funded~~Current ~~$550,000,~~Report toon ~~purchase~~Form ~~9.5~~8-K, ~~million~~is ~~restricted~~incorporated ~~shares~~herein ofby ~~common~~reference. ~~stock~~The ofinformation in ~~the~~this ~~Company~~report (~~the~~including ~~“Shares”)~~Exhibit 99.1) ●is ~~The~~being ~~Shares~~furnished ~~will~~pursuant ~~be subject~~ to ~~registration~~Item ~~rights,~~7.01 and ~~will~~shall ~~further~~not be ~~subject~~deemed to ~~lock-up~~be ~~and~~“filed” ~~leak-out~~for the ~~provisions~~purposes of Section 18 of the Securities Exchange Act of 1934, as ~~specified~~amended, inor otherwise subject to the ~~Letter~~liabilities ~~Agreement.~~of ●that ~~The~~section. This ~~Investor~~report will ~~assist~~not be deemed an admission as to the ~~Company~~materiality of any information in ~~future~~this ~~capital~~Item ~~raises~~7.01 (including Exhibit 99.1).

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
99.1		Press release dated August 11, 2023
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
Date: August 11, 2023	By:	/s/ Barry Kostiner
	Name:	Barry Kostiner
	Title:	Chief Executive Officer

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