---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-031078"
form_type: "8-K"
ticker: null
cik: "0001561880"
company_name: "Legacy Education Alliance, Inc."
filed_at: "2023-08-31T23:59:59+00:00"
generated_at: "2026-06-11T01:11:18.802081+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Legacy Education Alliance dismisses auditor, issues convertible notes and shares for services

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-23-031078
- form_type: 8-K
- cik: 0001561880
- company_name: Legacy Education Alliance, Inc.
- filed_at: 2023-08-31T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 4.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1561880/000149315223031078/0001493152-23-031078-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1561880/000149315223031078/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-031078
- JSON: https://secwatch.observer/filing/0001493152-23-031078.json
- Plain text: https://secwatch.observer/filing/0001493152-23-031078.txt

## Key facts
- Auditor Changes
  Legacy Education Alliance, Inc. dismissed RAM Associates & Company LLC as its auditor.
  - Action: dismissal
  - Auditor: RAM Associates & Company LLC
  source text: the Company’s Board of Directors (the “Board”) formally dismissed RAM as the Company’s independent registered public accounting firm, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1561880/000149315223031078/0001493152-23-031078-index.htm
- Debt Financings
  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
  source text: 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”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1561880/000149315223031078/0001493152-23-031078-index.htm
- Debt Financings
  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
  source text: 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”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1561880/000149315223031078/0001493152-23-031078-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.