Legacy Education Inc. Files S-1/A Amendment

TL;DR

Legacy Education Inc. filed an S-1/A, amending its registration. Looks like they're still trying to go public.

AI Summary

Legacy Education Inc. filed an S-1/A amendment on September 16, 2024, for its registration statement. The company, incorporated in Nevada, is in the educational services sector and has its principal executive offices in Lancaster, California. This filing is an amendment to a previous registration statement, indicating ongoing efforts to register securities.

Why It Matters

This S-1/A filing signifies Legacy Education Inc.'s continued efforts to register securities, which is a crucial step for companies looking to raise capital through public offerings.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is in the process of going public or raising capital, which inherently carries risks associated with market volatility and regulatory scrutiny.

Key Numbers

• 333-281586 — SEC Registration Number (Identifies the specific registration for this filing.)

Key Players & Entities

• Legacy Education Inc. (company) — Registrant
• September 16, 2024 (date) — Filing Date
• Nevada (jurisdiction) — State of Incorporation
• 8200 (sic_code) — Standard Industrial Classification
• 84-5167957 (ein) — IRS Employer Identification Number
• 701 W Avenue K, Suite 123 Lancaster, CA 93534 (address) — Principal Executive Offices
• 333-281586 (registration_number) — SEC Registration Number
• LeeAnn Rohmann (person) — Chief Executive Officer
• Richard A. Friedman (person) — Counsel
• Nazia J. Khan (person) — Counsel

FAQ

Key Financial Figures

• $5.00 — l public offering price will be between $5.00 and $7.00 per share. We have applied
• $7.00 — ffering price will be between $5.00 and $7.00 per share. We have applied to list ou
• $100 — ing membership interest upon payment of $100, which was exercised on September 15, 2
• $45.7 million — is expected to range from approximately $45.7 million to $46.5 million, as compared to $35.5
• $46.5 m — nge from approximately $45.7 million to $46.5 million, as compared to $35.5 million for
• $35.5 million — illion to $46.5 million, as compared to $35.5 million for the year ended June 30, 2023. Opera
• $5.4 million — is expected to range from approximately $5.4 million to $6.3 million, inclusive of a non-cas
• $6.3 m — ange from approximately $5.4 million to $6.3 million, inclusive of a non-cash charge o
• $1.9 million — lion, inclusive of a non-cash charge of $1.9 million relating to stock-based compensation, a
• $3.6 million — tock-based compensation, as compared to $3.6 million for the year ended June 30, 2023. Our c
• $39.3 million — re expected to range from approximately $39.3 million to $40.3 million, as compared to $ 31.8
• $40.3 m — nge from approximately $39.3 million to $40.3 million, as compared to $ 31.8 million fo

Filing Documents

• forms-1a.htm (S-1/A) — 2838KB
• ex1-1.htm (EX-1.1) — 302KB
• ex5-1.htm (EX-5.1) — 21KB
• ex10-3.htm (EX-10.3) — 182KB
• ex107.htm (EX-FILING FEES) — 15KB
• logo_001.jpg (GRAPHIC) — 8KB
• logo_014.jpg (GRAPHIC) — 9KB
• 0001493152-24-036270.txt ( ) — 3383KB

DILUTION

DILUTION 46 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 48

BUSINESS

BUSINESS 61 MANAGEMENT 87 EXECUTIVE AND DIRECTOR COMPENSATION 90 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 96 SECURITY 97 DESCRIPTION OF SECURITIES 98 SHARES ELIGIBLE FOR FUTURE SALE 104 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK 106

UNDERWRITING

UNDERWRITING 110 LEGAL MATTERS 118 EXPERTS 118 WHERE YOU CAN FIND MORE INFORMATION 118 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS In this prospectus, unless the context suggests otherwise, references to ‘‘Legacy Education Inc.,’’ ‘‘Legacy,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our’’ refer to Legacy Education Inc. and its predecessor, Legacy Education, L.L.C. Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give to you. You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of these securities. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of the time of delivery of this prospectus or any sale of shares of our common stock. For investors outside the United States (“U.S.”): We and the underwriters have not done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the U.S. Persons outside the U.S. who come into possession of this pros

View Full Filing

View this S-1/A filing on SEC EDGAR