Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Resignation of Directors and Officers
On November 4, 2021, Cary Sucoff, a member of the Board of Directors (the
"Board") of Legacy Education Alliance, Inc. (the "Company") and of its
Nominating & Corporate Governance Committee (Chair) and its Audit Committee,
resigned as a Board member, effective immediately. Mr. Sucoff's resignation is
not related to any disagreement with the Company's operations, policies or
practices.
On November 4, 2021, Peter W. Harper, a member of the Board and of its Audit
Committee (Chair) and its Compensation Committee, resigned as a Board member,
effective immediately. Mr. Harper's resignation is not related to any
disagreement with the Company's operations, policies or practices.
On November 4, 2021, James E. May, the General Counsel and Secretary of the
Company and its subsidiaries, resigned from all such roles effective
immediately.
On November 8, 2021, Vanessa Guzmán-Clark, the Vice President and Chief
Financial Officer of the Company, resigned from all such roles effective
immediately.
Appointment of Interim Officer
As a result of the resignation of Ms. Guzmán-Clark, Mr. Barry Kostiner, a member
of the Board and Manager of Capital Markets, will assume the role of principal
financial and accounting officer of the Company until a permanent replacement
can be found, and shall be appointed Secretary of the Company.
Mr. Kostiner, age 50, was appointed to the Board on May 3, 2021 and has also
been a Manager of Capital Markets at the Company since March 2021. Mr. Kostiner
is serving as the Chief Executive and Chairman of Sagaliam Acquisition Corp.
Additionally, Mr. Kostiner has served as the President of Legacy Tech Partners,
LLC (LTP), a microcap-focused EdTech investment vehicle, since February 2021.
Mr. Kostiner was the CFO of Ameri Holdings Inc. (Nasdaq: AMRH) from October 2018
through December 2020. The operations of AMRH, including its global IT services
business focused on SAP with operations in both the US and India, was acquired
by management, with the residual Nasdaq vehicle acquired by Enveric Biosciences
(Nasdaq: ENVB), an evidence-based cannabinoid pharma company focused on
palliative therapies for cancer patients. Mr. Kostiner has been a consultant to
ENVB since January 2021. From May 2016 through October 2018, Mr. Kostiner was a
consultant to Cypress Skilled Nursing, a healthcare facility operator and from
May 2017 through October 2018 he was a consultant to LinKay Technologies Inc.,
an artificial intelligence incubator with a portfolio of intellectual property
focused on AI and LiDAR/geospatial technology, with research staff in India and
New York. Mr. Kostiner's 20-year career in energy includes eight years at
Goldman Sachs and Merrill Lynch and their affiliates, with a focus on energy
trading and portfolio management, as well as serving as the CEO of an oil & gas
SPAC (Nasdaq: PGRI) from 2005 through 2009. Mr. Kostiner earned a Bachelor's of
Science degree in Electrical Engineering and a Master's of Science in Operations
Research from MIT. His thesis on the mathematics of electric industry
deregulation was sponsored by Harvard's Kennedy School of Government. Mr.
Kostiner is President of, and holds a 25% membership interest in, Legacy Tech
Partners, LLC, a Delaware limited liability company ("LTP"). On March 8, 2021,
the Company issued a Senior Secured Convertible Debenture in the principal
amount of $375,000 to LTP. Subsequent fundings and share conversions have
resulted in LTP having ownership of approximately 6.6 million shares of the
Company and outstanding principal under the debenture of $345,000.
Amendment of Restricted Stock Awards
Effective as of November 4, 2021, the Company amended the terms of the 315,000
restricted common shares of the Company granted to Mr. Sucoff, so that all of
such shares fully vested as of that date.
Effective as of November 4, 2021, the Company amended the terms of the 315,000
restricted common shares of the Company granted to Mr. Harper, so that all of
such shares fully vested as of that date.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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LEGACY EDUCATION ALLIANCE, INC. 