LEGACY EDUCATION ALLIANCE, INC. Item 3.02 Unregistered Sales of
On
Item 7.01 Regulation FD Disclosure.
On
The presentation, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in this Item 7.01 (including Exhibit 99.1).
Item 8.01 Other Events
On
? Overview:
? Building the engagement with students and investors, Legacy expects their
parent company LEAI to uplift onto Nasdaq by
? Until the proposed uplisting of the Company, it will pay monthly fees to MRC
for joint development of products and services beginning on
? During such period, the Company will also pay to MRC an annual fee for
students originated through Legacy Degree who use the My Readiness Coach
system.
? MRC will receive a credit for Legacy Degree students originated by MRC
? Upon the proposed uplisting and certain other events, the above revenues will
flow to Legacy EdTech, a wholly-owned subsidiary of the Company, and MRC will
be a wholly owned subsidiary thereof, with the current equity holders of MRC
receiving equity in the Company and cash compensation to be determined.
? Acquisition:
? MRC will act as though it is a wholly owned subsidiary of Legacy EdTech
commencing
they receive and can liquidate their LEAI equity compensation as set forth
above.
? Equity compensation of the Company to be paid to current MRC equity holders on
the basis of achieving financial milestones within MRC on a standalone basis.
? Equity Compensation:
? By the earlier of
agree to stock compensation to current holders of MRC equity in exchange for
the acquisition of MRC:
? Minimum of
a 5x trailing 12 months (pre-uplist) revenue (including sales of Legacy Degree
credits to MRC students, in addition to MRC existing products).
? Any such equity compensation subject to leakout provisions.
? Compensation:
? Post-uplisting: certain executives of MRC would stay committed to the Company
for a minimum of 5 years, upon negotiated terms.
The press release, which is filed as Exhibit 99.2 to this Current Report on Form 8-K, is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description 99.1 Company Presentation 99.2 Press release datedMarch 24, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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