Amended Current Report Filing (8-k/a)
14 Julho 2021 - 5:02PM
Edgar (US Regulatory)
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)
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Nevada
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000-55790
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39-2079974
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS
Employer
Identification
No.)
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1490
N.E. Pine Island Road, Suite 5D
Cape
Coral, Florida
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33909
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(Address of principal executive
offices)
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(Zip Code)
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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):
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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:
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Candidate
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For
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Withheld
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Broker Non-Votes
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Michel Botbol
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19,638,660
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7,039,828
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729,855
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Peter W. Harper
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19,618,660
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7,059,828
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729,855
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Barry Kostiner
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19,638,660
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7,039,828
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729,855
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Cary Sucoff
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15,635,035
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11,043,453
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729,855
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Haren Bhakta
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10,609,884
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-0-
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729,855
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John Buckingham
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6,498,027
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4,111,857
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729,855
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Jeremy Weiner
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6,498,027
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4,111,857
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729,855
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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:
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For
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Against
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Abstentions
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Broker Non-Votes
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27,301,661
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97,359
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9,323
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729,855
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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:
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For
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Against
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Abstentions
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Broker Non-Votes
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15,430,895
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11,239,056
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8,537
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729,855
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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:
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For
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Against
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Abstentions
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Broker Non-Votes
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17,188,232
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5,716,406
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3,773,850
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729,855
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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:
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For
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Against
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Abstentions
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Broker Non-Votes
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17,183,233
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9,488,718
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6,537
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729,855
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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:
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For
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Against
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Abstentions
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Broker Non-Votes
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17,183,233
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9,487,717
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7,538
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729,855
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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.
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LEGACY EDUCATION
ALLIANCE, INC.
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Date: July 14, 2021
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By:
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/s/ Michel
Botbol
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Name:
Michel Botbol
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Title: Chief Executive
Officer
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3
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