UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K/A

 

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 2, 2021

 

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))

  

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

  

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. ☐

 

 

 

 

 

 

This Current Report on Form 8-K/A amends and restates in its entirety the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 9, 2021 (the “Original 8-K”). This Form 8-K/A is being filed solely to correct incorrect numbers inadvertently reported in the Original 8-K.

 

Item 5.07 Submission Of Matters To A Vote Of Security Holders

 

Six proposals described fully in the 2021 Proxy Statement of the Company were presented for approval at the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”) held on July 2, 2021. As of the record date, 32,948,197 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 27,408,343 shares of common stock were represented in person or by proxy; therefore, a quorum was present.

 

The stockholders of the Company voted on the following six matters:

 

Proposal 1: Election of Directors

 

For the four Board positions, there were seven nominees standing for election at the Annual Meeting. The following persons were nominated and elected to serve as directors of the Company until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Michel Botbol, Peter W. Harper, Barry Kostiner, and Cary Sucoff. The voting results for each nominee were as follows:

 

Candidate   For   Withheld   Broker Non-Votes
             
Michel Botbol   19,638,660   7,039,828   729,855
             
Peter W. Harper   19,618,660   7,059,828   729,855
             
Barry Kostiner   19,638,660   7,039,828   729,855
             
Cary Sucoff   15,635,035   11,043,453   729,855
             
Haren Bhakta   10,609,884   -0-   729,855
             
John Buckingham   6,498,027   4,111,857   729,855
             
Jeremy Weiner   6,498,027   4,111,857   729,855

 

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

 

The proposal to ratify the appointment of MaloneBailey, LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending December 31, 2021 as disclosed in the 2021 Proxy Statement, received the following votes:

 

For

  Against   Abstentions   Broker Non-Votes
             
27,301,661   97,359   9,323   729,855

 

Proposal 3: Approval of the 2021 Equity Incentive Plan

 

The proposal to approve the adoption of the 2021 Incentive Plan as disclosed in the 2021 Proxy Statement, received the following votes:

 

For   Against   Abstentions   Broker Non-Votes
             
15,430,895   11,239,056   8,537   729,855

 

1

 

 

Proposal 4: Approval of the “Spin Off” Transaction

 

The proposal to approve the Spin Off Transaction as disclosed in the 2021 Proxy Statement, received the following votes:

 

For

  Against   Abstentions   Broker Non-Votes
             
17,188,232   5,716,406   3,773,850   729,855

 

Proposal 5: Approval of the 20% Issuance Proposal

 

The proposal to approve the 20% Issuance as disclosed in the 2021 Proxy Statement, received the following votes:

 

For

  Against   Abstentions   Broker Non-Votes
             
17,183,233   9,488,718   6,537   729,855

 

Proposal 6: Proposal to Adjourn the Meeting, If Necessary

 

The proposal to adjourn the 2021 Annual Stockholders Meeting, if necessary, as disclosed in the 2021 Proxy Statement, received the following votes:

 

For

  Against   Abstentions   Broker Non-Votes
             
17,183,233   9,487,717   7,538   729,855

 

2

 

 

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 14, 2021  By: /s/ Michel Botbol
    Name: Michel Botbol
    Title: Chief Executive Officer

 

 

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