Legacy Education Alliance, Inc. announced that it has entered into a Securities Purchase Agreement with certain accredited investor to issue a 8% Convertible Promissory Note at an issue price of $50,000 for the gross proceeds of $50,000 and Common Stock Purchase Warrant on August 21, 2023. The note bears 8% per annum and matures 1 year from the issue date, with the option to extend for up to 6 months in the sole discretion of the Company upon prior written notice. The Warrant has an exercise price per share of $0.05, subject to adjustment (including pursuant to certain dilutive issuances) pursuant to the terms of the Warrant.

The exercise period of the Warrant is for five years from the issue date. The exercise of the Warrant is subject to a beneficial ownership limitation of 4.99% (or 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. The issuances of the Note, SPA Warrant, Debenture, Warrant, and Consultant Grants were, and, upon conversion of the Note and Debenture and exercise of the SPA Warrant and Warrant into shares of common stock, will be, exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission under of the Securities Act of 1933, as amended