Legacy Education Alliance, Inc.: auditor change — Legacy Education Alliance dismisses auditor, issues convertible notes and shares for services

Legacy Education Alliance, Inc.

Dismissed auditor RAM Associates after PCAOB revoked its registration; no replacement identified yet.
Entered $50K convertible note with accredited investor (8% interest, 12-month maturity, conversion at $0.20 or 20% VWAP discount).
Borrowed $130K from affiliate of CEO via 10% convertible debentures with $0.05 conversion price; up to $2.55M more available.
Issued 1.065M shares to consultants for services as compensation.

item 1.01 item 2.03 item 3.02 item 4.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Auditor Changes SEC 8-K Item 4.01/4.02 confidence 0.9

Legacy Education Alliance, Inc. dismissed RAM Associates & Company LLC as its auditor.

Action: dismissal
Auditor: RAM Associates & Company LLC

Exact text from the filing

the Company’s Board of Directors (the “Board”) formally dismissed RAM as the Company’s independent registered public accounting firm, effective immediately.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Legacy Education Alliance, Inc. incurred convertible notes of $50,000 with an accredited investor at 8% per annum maturing twelve (12) months from the issue date.

Instrument: convertible notes
Principal: $50,000
Counterparty: an accredited investor
Rate: 8% per annum
Maturity: twelve (12) months from the issue date
Event: incurrence

Exact text from the filing

On August 14, 2023, Legacy Education Alliance, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company issued to the Investor a Convertible Promissory Note having a principal amount of $50,000 (the “Note”)

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Legacy Education Alliance, Inc. incurred convertible notes of an aggregate of $130,000 with ABCImpact I, LLC at 10% per annum maturing the earlier of 12 months from the issue date and the date of a Liquidity Event (as defined in the Debentures).

Instrument: convertible notes
Principal: an aggregate of $130,000
Counterparty: ABCImpact I, LLC
Rate: 10% per annum
Maturity: the earlier of 12 months from the issue date and the date of a Liquidity Event (as defined in the Debentures)
Event: incurrence

Exact text from the filing

On August 30, 2023, Legacy Education Alliance, Inc. (the “Company”) borrowed an aggregate of $130,000 (collectively, the “Loan”) from ABCImpact I, LLC, a Delaware limited liability company (the “Lender”), evidenced by one or more 10% Convertible Debentures (the “Debentures”)

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Source: SEC EDGAR

accession 0001493152-23-031078

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