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Item 9A. Controls and Procedures

2025-09-25 compared with 2024-10-01 · 36 added, 665 removed, 92 unchanged (88% of the section changed)

19 unchanged sentences

Annual Report on Internal Control Over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial

reporting or an attestation report of our independent registered public accounting due to a transition period established by the rules of the SEC for newly public companies.

addition, because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm

will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging

growth company.

management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined

in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed under the supervision and with the participation

of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined

to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

of June 30, 2025, under the supervision and with the participation of our management, including our principal executive officer and

principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based

on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework 2013.

Based on this

assessment, our management concluded that, as of June 30, 2025, our internal control over financial reporting was not effective

based on such criteria.

in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the year ended June 30,

2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting that occurred during the year ended June 30, 2025 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

3 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

following table sets forth the name, age and positions of our executive officers and directors as of September 26, 2024.

Presently Held

Executive Officer, Chairman and Founder

Financial Officer

Academic Officer

Officers and Directors

Rohmann, Founder, Chief Executive Officer and Chairman

Rohmann has served as Founder, Chief Executive Officer since July 2010 and Chairman of the board of directors since October 2009.

2004 until 2008, she served as Chief Sales Officer, CIT Group, Inc, a national bank, and from 2001 until 2004, she served as Vice President,

Sales of EdAmerica, a financial company that provides student loan servicing.

From 1997 until 2001, Ms.

Rohmann served as Senior Vice

President, Sales of American Express.

She is currently the President of the California Association of Private Post Secondary Schools

(CAPPS) and has been a member since 2010.

Additionally she is a member of the Federal Legislative Committee for the Career Education

Colleges and Universities (CECU) and has been a member since 2014.

We believe Ms.

Rohmann is qualified to serve as a member of our board

of directors because she has more than 35 years of higher education industry experience.

Pope, Chief Financial Officer

Pope served as Chief Financial Officer of Legacy Education, L.L.C.

from June 2018 until the Reorganization and our Chief Financial Officer

since the Reorganization.

From October 2017 until June 2018, he served as Controller of Squar Milner, an accounting and advisory firm,

and from December 2014 until April 2017, he served as Senior Vice President, Corporate Controller of International Education Corporation,

a provider of career education.

From January 2014 until October 2017, Mr.

Pope also served as Principal of Pope Consulting Group, LLP,

and from 2008 until 2014 he served in various capacities including Vice President, Chief Accounting Officer and Vice President, Corporate

Controller at Bridgepoint Education, Inc., a higher education company.

Pope also previously served as Assistant Vice President, Assistant

Controller of Corinthian Colleges, Inc.;

Assistant Controller of Stater Bros.

and Senior Manager of Financial Reporting and

Control, Manager of Financial Reporting and Senior Accountant at Ingram Micro, Inc.

Pope is a certified public account in the state

of California, and received his Bachelor of Science in Business Administration and MBA from the University of Phoenix.

Milad, Chief Academic Officer

Ragheb Milad has served as our Chief Academic Officer since June 2021.

From January 2019 to January 2021, Dr.

Milad served as the Corporate

Director of Education for Legacy Education and Campus President of HDMC’s Lancaster, California campus, and from January 2014 to

January 2018 he served as the Director of Academics for HDMC.

Milad also served as an instructor from in both the Vocational Nursing

and Ultrasound Technician Programs for HDMC from 2011 to 2014.

During his roles as Director of Academics and Corporate Director of Legacy

Education, Dr.

Milad developed many of Legacy Education’s existing programs.

In addition, from 2008 to July 2021, Dr.

as the Sales Director of 3D Diagnostix, a dental computer guided surgery company.

In July 2021, he co-founded ITX PROS, a digital dentistry

company that supports dentist with dental implant cases, and since its inception he has served as a member of the board of directors

Milad also serves as a member on the Board of St.

Athanasius and St.

Cyril Theological School, a Coptic Orthodox theological

school since 2015.

Furthermore, from 2008 to 2011 Dr.

Milad was a practicing physician in Cairo Egypt.

He graduated from Ain Shams University

in Cairo, Egypt from the Faculty of Medicine where he received his Medical Degree.

Amato, Director

Amato has served as our director since the Reorganization.

Since March 2014, Mr.

Amato has served as the President of Amato and Partners,

LLC, a full-service investor relations advisory firm.

Amato received a Bachelor of Science in Finance from St.

Francis College.

Amato is qualified to serve as a member of our board of directors because of his investor relations experience.

Faulkner, Director

Faulkner has served as our director since December 2023.

Since December 2022, Mr.

Faulkner has served as the CFO of Lightfully Behavioral

Health, a mental healthcare treatment provider with multiple locations throughout California.

From July 2018 to July 2022, Mr.

served as the CFO of Alsana, an eating disorder treatment provider.

In addition, from 2012 to 2017, Mr.

Faulkner served as the CEO and

President of First Health Group Corp.

Faulkner also serves as an Advisory Board Member for the Lamden School of Accountancy at San

Diego State University, where he graduated with a Bachelor’s degree in Business Administration with an emphasis in accounting.

Faulkner also received an MBA from the University of San Diego.

Faulkner is a CPA (inactive) and spent seven years with Ernst

We believe Mr.

Faulkner is qualified to serve as a member of our board of directors because of his over 30 years of executive

experience, broad understanding of business management and significant accounting experience.

Tiderman, Director

Tiderman has served as our director since December 2023.

Since 2017, Ms.

Tiderman has served as the Co-Founder and Executive Leadership

Coach of Streamlined Coaching, a leadership development and coaching firm with a focus on operational effectiveness and efficiencies.

From December 2011 to August 2020, Ms.

Tiderman served as a Commissioner of the Accrediting Council for Continuing Education and Training

(ACCET), an institutional accreditation provider for non-collegiate continuing education and training organizations.

Tiderman received

an associates of applied science in business from the Community College of Beaver Country.

We believe Ms.

Tiderman is qualified to serve

as a member of our board of directors because she has over 27 years of experience in the private post-secondary educational sector.

Relationships

are no family relationships among any of our executive officers or directors.

between Officers and Directors

as set forth in this Annual Report on Form 10-K, to our knowledge, there is no arrangement or understanding between any of our officers

or directors and any other person pursuant to which such officer or director was selected to serve as an officer or director of the Company.

in Certain Legal Proceedings

are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters

in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set

forth under Item 401(f) of Regulation S-K.

of Our Board of Directors

board of directors directs the management of our business and affairs, as provided by Nevada law, and conducts its business through meetings

of the board of directors and its standing committees.

We have a standing audit committee, compensation committee and nominating and

corporate governance committee.

In addition, from time to time, special committees may be established under the direction of the board

of directors when necessary to address specific issues.

audit committee is appointed by the Board to assist the Board in its duty to oversee the Company’s accounting, financial reporting

and internal control functions and the audit of the Company’s financial statements.

The role of the audit committee is to oversee

management in the performance of its responsibility for the integrity of the Company’s accounting and financial reporting and its

systems of internal controls, the performance and qualifications of the Company’s independent auditor, including the auditor’s

independence, the performance of the Company’s internal audit function;

and the Company’s compliance with legal and regulatory

requirements.

audit committee consists of Blaine Faulkner, who serves as chair.

We intend to rely on the phase-in provisions of Rule 10A-3 of the Exchange

Act and the NYSE American transition rules applicable to companies completing an initial listing, and we plan to have an audit committee

comprised of a majority of independent members within 90 days after our listing date and an audit committee comprised of entirely of

at least three directors that are independent for purposes of serving on an audit committee within one year after our listing date.

board of directors has affirmatively determined that each of meet the definition of “independent director” under NYSE American

rules, and that they meet the independence standards under Rule 10A-3.

Each member of our audit committee meets the financial literacy

requirements of the NYSE American rules.

In addition, our board of directors has determined that Blaine Faulkner qualifies as an “audit

committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Our board of directors has adopted a

written charter for the audit committee, which is available on our website at www.legacyed.com .

and Corporate Governance Committee .

nominating and corporate governance committee is responsible for, among other things:

individuals qualified to become members of our board of directors and recommending director candidates for election or re-election

to our board of directors;

oversight of our board of directors and our governance functions and effectiveness;

and making recommendations to our board of directors regarding board size and composition, committee composition and structure and

procedures affecting directors, and each director’s independence;

standards for service on our board of directors;

the board of directors on candidates for our executive offices, and conducting appropriate investigation of such candidates.

nominating and corporate governance committee consists of Blaine Faulkner and Gerald Amato, with Blaine Faulkner serving as chair.

intend to rely on the NYSE American transition rules applicable to companies completing an initial listing, and we plan to have a nominating

and corporate governance committee comprised of a majority of independent members within 90 days after our listing date and a nominating

and corporate governance committee comprised entirely of independent directors within one year after our listing date.

Our board of directors

adopted a written charter for the nominating and corporate governance committee, which is available on our website at www.legacyed.com .

compensation committee is responsible for reviewing and recommending, among other things:

adequacy and form of compensation of the board;

compensation of Chief Executive Officer, including base salary, incentive bonus, stock option and other grant, award and benefits

upon hiring and on an annual basis;

compensation of other senior management upon hiring and on an annual basis;

incentive compensation and other equity-based plans and recommending changes to such plans to our board of directors, when necessary.

compensation committee consists of Blaine Faulkner and Gerald Amato, with Blaine Faulkner serving as chair.

We intend to rely on the

NYSE American transition rules applicable to companies completing an initial listing, and we plan to have a compensation committee comprised

of a majority of independent members within 90 days after our listing date and a compensation committee comprised entirely of

independent directors within one year after our listing date.

Our board of directors adopted a written charter for the compensation committee,

which is available on our website at www.legacyed.com .

Diversity Matrix

nominating and corporate governance committee is committed to promoting diversity on our board of directors.

We have surveyed our current

directors and asked each director to self-identify their race, ethnicity, and gender using one or more of the below categories.

of this survey are included in the matrix below.

Diversity Matrix (As of September 26, 2024)

Number of Directors

Gender Identity

Did Not Disclose Gender

Demographic Background

African American or Black

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Did Not Disclose Demographic Background

of Business Conduct and Ethics

have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal

executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code is filed as an exhibit to this Annual Report on Form 10-K and is posted on our website, www.legacyed.com .

intend to post on our website all disclosures that are required by law or NYSE American rules concerning any amendments to, or waivers

from, any provision of the code.

in Nominating Procedures

information required by this item is incorporated herein by reference to our definitive proxy statement, which will be filed with the

SEC within 120 days after the end of our fiscal year ended June 30, 2025 pursuant to Regulation 14A for our 2025 Annual Meeting of Stockholders

(the “Proxy Statement”).

EXECUTIVE COMPENSATION

Compensation Table

following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years ended June

30, 2024 and 2023:

Name and Principal Position

LeeAnn Rohmann

Chief Executive Officer

Chief Financial Officer

Chief Academic Officer

Rohmann Employment Agreement

July 1, 2023, we entered into an employment agreement with LeeAnn Rohmann (the “Rohmann Employment Agreement.

Pursuant to the Rohmann

Employment Agreement, Ms.

Rohmann shall receive a base salary of $275,000 per annum.

In addition, Ms.

Rohmann shall be entitled to participate

in employee benefit plans such as medical, vision, basic life and dental insurance.

The Rohmann Employment Agreement may be terminated

by the Company without cause upon 30 days prior written notice to Ms.

Rohmann or immediately for cause.

In addition, Ms.

terminate her employment at any time without cause upon 30 days prior written notice to the Company.

Furthermore, the Rohmann Employment

Agreement will terminate upon Ms.

Rohmann’s death.

Upon termination of the Rohmann Employment Agreement, Ms.

Rohmann shall receive

all sums due to her under the Employment Agreement as compensation or expense reimbursements.

Director Compensation

following table presents the total compensation for each person who served as a non-employee member of our board of directors and received

compensation for such service during the fiscal year ended June 30, 2024.

Other than as set forth in the table and described more fully

below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee

members of our board of directors in 2024.

earned or paid in cash

Non-equity incentive plan compensation ($)

deferred compensation earnings

Peggy Tiderman

Blaine Faulkner

Equity Awards at June 30, 2024

following table sets forth information concerning outstanding equity awards held by our named executive officers as of June 30, 2024.

Option Awards

Unexercisable

LeeAnn Rohmann

and Restated 2021 Equity Incentive Plan

September 19, 2024, we adopted the Legacy Education Inc.

Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”)

which has been approved by our stockholders.

2021 Plan provides for grants of incentive stock options (“ISO”), nonstatutory stock options (“NQSO”), stock

appreciation rights (“SARs”), restricted stock, stock units, and other equity-based awards.

Directors, officers and other

employees of ours and our subsidiaries, as well as others performing consulting or advisory services for us, are eligible for grants

under the 2021 Plan.

purpose of the 2021 Plan is to provide incentives that will attract, retain and motivate high performing officers, directors, employees

and consultants by providing them with appropriate incentives and rewards through their acquisition of a proprietary interest in our

long-term success.

Set forth below is a summary of the material terms of the 2021 Plan.

and Purpose of the 2021 Plan.

The purpose of the 2021 Plan is to promote our long-term success and the creation of stockholder

selected service providers an opportunity to acquire an interest in the success of the Company;

selected service providers to continue to provide services to the Company and attract new service providers with outstanding qualifications;

aligning participants’ interests with the interests of our stockholders through the award of equity compensation grants which

increases their interest in the Company.

2021 Plan permits the grant of the following types of equity-based incentive awards:

(i) stock options (which can be either ISOs or NQSOs),

(ii) SARs, (iii) restricted stock, (iv) stock units, and (v) other equity awards.

The vesting of equity awards can be based on either

continuous service and/or performance goals.

Awards are evidenced by a written agreement between the participant and the Company.

to Receive Awards.

Our employees, consultants and board members and certain of our affiliated companies are eligible to receive

awards under the 2021 Plan.

The 2021 Plan Committee determines, in its discretion, the selected participants who will be granted awards

under the 2021 Plan.

Provided that the board affirmatively acts to implement such a process, the 2021 Plan also provides that non-employee

directors may elect to receive stock grants or stock units (which would be issued under the 2021 Plan) in lieu of fees that would otherwise

be paid in cash.

Subject to the 2021 Plan.

The maximum number of common shares that can be issued under the 2021 Plan is 2,000,000 shares.

number of common shares available for grant under the 2021 Plan will be automatically increased on the thirtieth (30th) day of June of

each calendar year beginning with the first June 30 following the effective date and ending with the last June 30 during the initial

ten-year term of the 2021 Plan, equal to the lesser of (i) 5% of the outstanding common shares of the Company on a fully diluted basis

(including all outstanding common shares of the Company (on an as-converted basis)) and assuming all outstanding options and warrants

have been fully exercised on the final day of the immediately preceding calendar year and (ii) some lesser number of common shares of

the Company as determined by our board.

A share that is issued pursuant to 2021 Plan award shall count as the issuance of one share and

thereby reduce the remaining number of shares available for future issuance under the 2021 Plan.

The shares underlying forfeited, cancelled,

exchanged, surrendered, or or terminated awards (without payment of consideration), or unexercised awards shall not become available

again for issuance under the 2021 Plan.

Notwithstanding the foregoing, common shares of the Company surrendered or withheld as payment

of either the exercise price of an award (including common shares of the Company underlying a SAR that are retained by the Company to

account for the exercise price of such SAR) and/or withholding taxes in respect of an award shall not be counted against the share limit

(and ISO limit if the award is an ISO).

Common shares of the Company subject to “employment inducement” awards shall not

count toward the share limit.

Substitute awards shall also not count against the share limit, nor shall common shares of the Company

subject to a substitute award again be available for awards under the 2021 Plan.

In addition, to the extent an award is denominated in

common shares of the Company, but paid or settled in cash, the gross number of settled common shares of the Company with respect to which

such payment or settlement is made shall again be available for grants of awards pursuant to the 2021 Plan and shall not be counted against

the share limit (and ISO limit if the award is an ISO).

In addition, whether or not a SAR is settled with any common shares of the Company,

the gross number of common shares of the Company subject to the exercise and which are used for determining the benefit payable under

the SAR shall be counted against the share limit, regardless of the number of common shares of the Company actually issued to the participants

upon such exercise.

For the avoidance of doubt, to the extent an option is exercised via a cashless exercise or net exercise or is not

otherwise fully settled with common shares of the Company, then the number of common shares of the Company actually issued to the participant

upon such exercise shall be counted against the share limit (and shall also be counted against the ISO limit if the option being exercised

No fractional shares may be issued under the 2021 Plan.

Administration

of the 2021 Plan.

The 2021 Plan will be administered by our board or a committee or committees appointed by our board, acting

as the 2021 Plan Committee.

Our board or the 2021 Plan Committee may also appoint one or more separate committees of the board, each

that is composed of one or more directors of the Company who need not qualify as a “Non-Employee Directors” under Rule 16b-3

of the Exchange Act, that may administer the 2021 Plan with respect to selected service providers who are not Section 16 Persons, may

grant awards under the 2021 Plan to such selected service providers and may determine all terms of such awards.

In addition, to the extent

permitted by applicable law, our board may also appoint a committee, composed of one or more officers of the Company, that may authorize

awards to employees (who are not Section 16 Persons) within parameters specified by the Board and consistent with any limitations imposed

by applicable law.

Subject to the terms of the 2021 Plan, the 2021 Plan Committee has the sole discretion, among other things, to:

the individuals who will receive awards;

the terms and conditions of awards (for example, performance conditions, if any, and vesting schedule, if any);

any defect, supply any omission, or reconcile any inconsistency in the 2021 Plan or any award agreement;

the vesting, extend the post-termination exercise term or waive restrictions of any awards at any time and under such terms and conditions

as it deems appropriate, subject to the limitations set forth in the 2021 Plan;

or deny, in its discretion, a participant’s request transfer an award;

or require, in its discretion, a participant to use cashless exercise, net exercise and/or share withholding with respect to the

payment of any exercise price and/or applicable tax withholding;

the provisions of the 2021 Plan and any award agreements;

all other decisions relating to the operation of the 2021 Plan;

such modifications to the 2021 Plan as are necessary to effectuate the intent of the 2021 Plan as a result of any changes in the

income tax, accounting, or securities law treatment of participants and the 2021 Plan;

such modifications to the Plan as are necessary to effectuate the intent of the Plan as a result of any changes in the income tax,

accounting, or securities law treatment of participants and the Plan;

awards to selected service providers who are foreign nationals on such terms and conditions different from those specified in the

may be subject to any policy that the Board may implement on the recoupment of compensation (referred to as a “clawback”

The members of the Board, the 2021 Plan Committee and their delegates shall be indemnified by the Company to the maximum extent

permitted by applicable law for actions taken or not taken regarding the 2021 Plan.

In addition, the 2021 Plan Committee may use the

2021 Plan to issue shares under other plans or sub-plans as may be deemed necessary or appropriate, such as to provide for participation

employees and those of any of our subsidiaries and affiliates.

A stock option is the right to acquire common shares at a fixed exercise price over a fixed period of time.

The 2021 Plan

Committee will determine, among other terms and conditions, the number of shares covered by each stock option and the exercise price

of the shares subject to each stock option, but such per share exercise price will not be less than the fair market value of a common

share on the date of grant of the stock option.

The fair market value of a common share for the purposes of pricing our awards shall

be equal to the regular session closing price for our shares as reported by the NYSE American on the date of determination.

Stock options

may not be repriced or exchanged without stockholder approval, and no re-load options may be granted under the 2021 Plan.

options granted under the 2021 Plan may be either ISOs or NQSOs.

To the extent the applicable award agreement has no such designation,

the option shall be a NQSO.

At the discretion of the 2021 Plan Committee, ISOs may be granted only to an employee of the Company, its

“parent corporation” (as such term is defined in Section 424(e) of the Code) or a subsidiary of the Company.

by the Code and applicable regulations, ISOs are subject to various limitations not imposed on NQSOs.

For example, the exercise price

for any ISO granted to any employee owning more than 10% of our common shares may not be less than 110% of the fair market value of a

common share on the date of grant, and such ISO must expire no later than five years after the grant date.

The aggregate fair market

value (determined at the date of grant) of common shares subject to all ISOs held by a participant that are first exercisable in any

single calendar year cannot exceed $100,000.

ISOs may not be transferred other than upon death, or to a revocable trust where the participant

is considered the sole beneficiary of the stock option while it is held in trust.

In order to comply with Treasury Regulation Section

1.422-2(b), the 2021 Plan provides that no more than 2,000,000 shares may be issued pursuant to the exercise of ISOs.

The number of common

shares that shall be issued pursuant to the exercise of ISOs under the Plan will be automatically increased on the thirtieth (30 th )

day of June of the calendar year beginning with the first June 30 following the effective date and ending with the last June 30 during

the initial ten-year term of the 2021 Plan, equal to the lesser of (A) five percent (5%) of the common shares on a fully diluted basis

(including all outstanding common shares (on an as-converted basis)) and assuming all outstanding options and warrants have been fully

exercised on the final day of the immediately preceding calendar year;

(B) such lesser number of common shares as determined by our board;

and (C) 10,000,000.

stock option granted under the 2021 Plan generally cannot be exercised until it becomes vested.

The 2021 Plan Committee establishes the

vesting schedule of each stock option at the time of grant.

The maximum term for stock options granted under the 2021 Plan may not exceed

ten years from the date of grant although the 2021 Plan Committee may establish a shorter period at its discretion.

The exercise price

of each stock option granted under the 2021 Plan must be paid in full at the time of exercise, either with cash, or through a broker-assisted

“cashless” exercise and sale program, or net exercise, or through another method approved by the 2021 Plan Committee.

optionee must also make arrangements to pay any taxes that we are required to withhold at the time of exercise.

A SAR is the right to receive, upon exercise, an amount equal to the the fair market value of the shares on the date of the SAR’s

exercise over the aggregate base price of the shares covered by the exercised portion of the SAR.

(which shall be no less than 100% of

the fair market value of the related share on the date of grant except with respect to outstanding SARs being assumed or SARs being granted

in exchange for cancellation of SARs granted by another issuer as provided under the 2021 Plan or with respect to SARs that are otherwise

exempt from or compliant with Section 409A of the Code) multiplied by the number of shares in respect of which the SAR is being exercised.

The 2021 Plan Committee determines the terms of SARs, including the base price (provided that such per share base price generally will

not be less than the fair market value of a common share of on the date of grant), the vesting and the term of the SAR.

The maximum term

for SARs granted under the 2021 Plan may not exceed ten years from the date of grant, subject to the discretion of the 2021 Plan Committee

to establish a shorter period.

Settlement of a SAR may be in common shares or in cash, or any combination thereof, as the 2021 Plan Committee

may determine.

SARs may not be repriced or exchanged without stockholder approval.

In the event of a participant’s termination

of employment or service, the holder of a SAR may exercise his or her SAR for such period of time as specified in his or her SAR agreement.

A restricted stock award is the grant of common shares to a participant and such shares may be subject to a substantial risk

of forfeiture until specific conditions or goals are met.

The 2021 Plan Committee also will determine any other terms and conditions

of an award of restricted stock.

In determining whether an award of restricted stock should be made, and/or the vesting schedule for

any such award, the 2021 Plan Committee may impose whatever conditions to vesting it determines to be appropriate.

During the period

of vesting, the participant will not be permitted to transfer the restricted shares but will generally have voting and dividend rights

(subject to vesting) with respect to such shares, unless otherwise provided in the award agreement.

Stock units are the right to receive an amount equal to the fair market value of the shares covered by the stock units at

some future date after the grant.

The 2021 Plan Committee will determine all of the terms and conditions of an award of stock units,

including the vesting period.

Upon each vesting date of a stock unit, participant will become entitled to receive an amount equal to

the number of shares indicated in the grant notice, or, if expressed in dollar terms, the fair market value of the shares on the settlement

Payment for vested stock units may be in common shares or in cash, or any combination thereof, as the 2021 Plan Committee may determine.

Settlement of vested stock units will generally occur at or around the time of vesting but the 2021 Plan Committee may permit a participant

to defer such compensation until a later point in time.

Stock units represent an unfunded and unsecured obligation for us, and a holder

of a stock unit has no rights other than those of a general creditor.

Equity-Based Awards .

The 2021 Plan also provides that other equity awards, which derive their value from the value of our shares

or from increases in the value of our shares, may be granted.

Substitute awards may be issued under the 2021 Plan in assumption of or

substitution for or exchange for awards previously granted by an entity which we (or an affiliate) acquire.

Transferability of Awards .

Awards granted under the 2021 Plan generally are not transferrable other than by will or by the laws of

descent and distribution.

However, the 2021 Plan Committee may in its discretion permit the transfer of awards other than ISOs.

where transfers are permitted, they will be permitted only by gift to a member of the participant’s immediate family or to a trust

or other entity for the benefit of the participant and/or member(s) of his or her immediate family.

of Employment, Death or Disability .

The 2021 Plan generally determines the effect of the termination of employment on awards, which

determination may be different depending on the nature of the termination, such as terminations due to cause, resignation, death, or

disability and the status of the award as vested or unvested, unless the award agreement or a participant’s employment agreement

or other agreement provides otherwise.

and Dividend Equivalents .

Any dividends or dividend equivalents distributed in the form of shares under the 2021 Plan will count

against the 2021 Plan’s maximum share limit.

The 2021 Plan also provides that dividend equivalents will not be paid or accrue on

unexercised stock options or unexercised SARs.

Dividends and dividend equivalents that may be paid or accrue with respect to unvested

awards shall be subject to the same vesting conditions as the underlying award and shall only be distributed to the extent that such

vesting conditions are satisfied.

upon Changes in Capitalization.

the event of the following actions:

split of our outstanding common shares;

payable in a form other than shares in an amount that has a material effect on the price of the shares;

consolidation;

or reclassification of the shares;

recapitalization;

similar occurrences,

the following shall each be equitably and proportionately adjusted by the 2021 Plan Committee:

number of shares that can be issued under the 2021 Plan (along with the ISO share issuance limit);

and class of shares issued under the 2021 Plan and subject to each award;

prices of outstanding awards;

and class of shares available for issuance under the 2021 Plan.

The 2021 Plan provides that, unless otherwise determined by the 2021 Plan Committee and evidenced in an award agreement,

in the event that (a) a change in control occurs;

and (b) a participant is employed by, or otherwise providing services to, the Company

or any of its affiliates immediately prior to the consummation of such change in control, then upon consummation of the change in control,

the 2021 Plan Committee, in its sole and absolute discretion, may:

(i) provide that any unvested or unexercisable portion of any award

carrying a right to exercise become fully vested and exercisable and (ii) cause the restrictions, deferral limitations, payment conditions

and forfeiture conditions applicable to an award granted under the 2021 Plan to lapse and such awards shall be deemed fully vested and

any performance conditions imposed with respect to such awards shall be deemed to be fully achieved at target performance levels.

the 2021 Plan Committee determines in its discretion to accelerate the vesting of options or SARs in connection with a change in control,

the 2021 Plan Committee shall also have discretion in connection with such action to provide that all options and/or SARs outstanding

immediately prior to such change in control shall expire on the effective date of such change in control.

Notwithstanding the foregoing,

in the event that a participant’s employment or service is terminated without cause within twenty-four (24) months following a

change in control, the time-vesting portion of any award granted to such participant shall accelerate and vest in full, and the performance-vesting

portion of any such award shall vest at target level, in each case upon the date of termination of employment or service of such participant.

of the 2021 Plan .

The 2021 Plan is in effect until September 19, 2034 or until earlier terminated by the Board.

Outstanding awards

shall continue to be governed by their terms after the termination of the Plan.

The 2021 Plan shall be governed by the laws of the state of Nevada except for conflict of law provisions.

and Termination of the 2021 Plan .

The Board generally may amend or terminate the 2021 Plan at any time and for any reason, except

that it must obtain stockholder approval of material amendments to the extent required by applicable laws, regulations or rules but no

such amendment or termination shall be made that would impair the rights of a participant under any award without such participant’s

The board shall obtain approval of the Company’s stockholders for any amendment that would require such approval in order

to satisfy the requirements of any rules of the stock exchange on which the Company’s shares are traded or other applicable law.

Except as otherwise specifically provided in the 2021 Plan, the 2021 Plan Committee may amend the terms of any award, prospectively or

retroactively, provided, however, that no such amendment shall materially impair the rights of any participant without his or her consent.

also issued to LeeAnn Rohmann, our Chief Executive Officer, options to purchase 250,000 shares of our common stock upon completion of

our initial public offering with an exercise price equal to the initial public offering price and which shall vest over a period of three

(3) years in equal monthly installments with the first tranche vesting on the one month anniversary of the closing date of our initial

public offering.

information required by this item is incorporated herein by reference to the Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information with respect to the beneficial ownership of our common stock at September 26, 2024,by:

of our directors;

of our named executive officers;

of our current directors and executive officers as a group;

person, or group of affiliated persons, who beneficially owned more than 5% of our common stock.

number of shares of our common stock beneficially owned by each entity, person, director or executive officer is determined in accordance

with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well

as any shares that the individual has the right to acquire within 60 days of September 26, 2024, through the exercise of any stock option,

warrants or other rights.

as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment

power with respect to all shares of common stock held by that person.

The percentage of shares beneficially owned is computed on the

basis of 11,867,162 shares of our common stock outstanding as of September 26, 2024.

otherwise noted, the address of each holder listed below, except as otherwise indicated, is Legacy Education Inc., 701 W Avenue K, Suite

123, Lancaster, CA 93534.

Shares of Common Stock Beneficially Owner

Directors and Named Executive Officers

LeeAnn Rohmann

1,080,021 (1)

Blaine Faulkner

Peggy Tiderman

All Directors and Named Executive Officers as a group (6 persons)

5% or Greater Shareholders

Michael Garnick

RMH Consultants, Inc.

Robert Appel (8)(9)

deRose & Susan deRose Family Trust DTD 11/18/1986 (11)

Robert deRose & Susan deRose (11)(12)

1,187,448 (13)

Represents beneficial ownership of less than 1%.

(i) 893,123 shares of common stock and (ii) 173,008 shares of common stock issuable upon exercise of options.

Excludes options to

purchase up to 236,110 shares of common stock which are subject to vesting.

206,696 shares of common stock issuable upon exercise of options.

153,553 shares of common stock issuable upon exercise of options.

(i) 76,000 shares of common stock held by Mr.

Amato and (ii) 234,577 common stock issuable upon exercise of options.

Excludes options

to purchase up to 43,830 shares of common stock are subject to vesting.

(i) 81,000 shares of common stock held through Faulkner Family Trust DTD 2/11/1999 and (ii) 10,577 shares of common stock issuable

upon exercise of options.

Excludes options to purchase up to 43,830 shares of common stock which are subject to vesting.

10,577 shares of common stock issuable upon exercise of options.

Excludes options to purchase 43,830 shares of common stock which

are subject to vesting.

(i) 944,354 shares of the Company’s common stock held by Mr.

Does not include 75,000 shares of the Company’s

common stock held by Mr.

Garnick’s spouse, of which Mr.

Garnick disclaims beneficial ownership.

Appel is the investment manager of RMH Consultants, Inc.

and in such capacity has the right to vote and dispose of the securities

held by such entity.

Appel is the investment manager of RMA Investments Inc.

and in such capacity has the right to vote and dispose of the securities

held by such entity.

(i) 645,873 shares of common stock held by RMH Consultants, Inc.

and (ii) 83,334 shares of common stock held by RMA Investments Inc.

deRose and Susan deRose are the co-trustees of the Robert D.

deRose & Susan deRose Family Trust DTD 11/18/1986 and in such

capacity have the right to vote and dispose of the securities held by such trust.

The address of the Robert D.

deRose & Susan

deRose Family Trust DTD 11/18/1986 is P.O.

Box 8167, Ranch Santa Fe, CA 92067.

deRose and Susan deRose are the co-trustees of the Allison M.

deRose Trust DTD 5/29/1991 and in such capacity have the right to vote

and dispose of the securities held by such trust.

The address of the Allison

deRose Trust DTD 5/29/1991 is P.O.

Box 8167, Ranch Santa Fe, CA 92067.

(i) 1,077,974 shares of common stock held by the Robert D.

deRose & Susan deRose Family Trust DTD 11/18/1986, (ii) 98,370 shares

of common stock held by the Allison M.

deRose Trust DTD 5/29/1991 and (iii) 11,104 shares of common stock issuable upon exercise of

options held by Robert deRose.

Excludes options to purchase up to 38,896 shares of common stock which are subject to

Authorized for Issuance Under Equity Compensation Plans

following table summarizes information about our equity compensation plans as of June 30, 2024.

of securities to be issued upon exercise of outstanding options, warrants and rights

average exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

compensation plans approved by security holder

compensation plans not approved by security holder

This number includes the following:

1,825,171 shares subject to outstanding options granted under the 2021 Plan,

This number represents shares available for issuance under the 2021 Plan.

information required by this item is incorporated herein by reference to the Proxy Statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

following includes a summary of transactions during our fiscal years ended June 30, 2024 and June 30, 2023 to which we have been a party,

including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total

assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge,

beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will

have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements,

which are described elsewhere in this Annual Report on Form 10-K.

We are not otherwise a party to a related party transaction, and no

transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our

total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect

material interest.

Amato, a director of the Company was paid $78,000 and $83,000 in consulting fees for the years ended June 30, 2024 and 2023, respectively.

For the period July 1, 2024 through the date of this Annual Report on Form 10-K, Mr.

Amato was paid $13,000.

Tiderman, a director of the Company was paid $132,988 in consulting fees for the year ended June 30, 2024.

For the period July 1, 2024

though the date of this Annual Report on Form 10-K, Ms.

Tiderman was paid $17,300.

of June 30, 2024 and 2023, the Company has a balance due from LeeAnn Rohmann, the Chief Executive Officer and Chairman of the Board of Director,

totaling $0 and $69,975.

The amount was include in related part receivable on the balance sheet.

Party Transaction Policy

have adopted a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval

or ratification of related person transactions.

For purposes of our policy only, a related person transaction is a transaction, arrangement

or relationship, or any series of similar transactions, arrangements, or relationships, in which we and any related person are, were

or will be participants in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end

for the last two completed fiscal years.

Transactions involving compensation for services provided to us as an employee or director are

not covered by this policy.

A related person is any executive officer, director, director nominee, or beneficial owner of more than 5%

of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person

transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to

consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee

approval would be inappropriate, to another independent body of our board of directors, for review, consideration and approval or ratification.

The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related

persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to

or from, as the case may be, an unrelated third party or to or from employees generally.

Under the policy, we will collect information

that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant shareholder to enable

us to identify any existing or potential related-person transactions and to effectuate the terms of the policy.

In addition, under our

code of business conduct and ethics, our employees and directors will have an affirmative responsibility to disclose any transaction

or relationship that reasonably could be expected to give rise to a conflict of interest.

In considering related person transactions,

our audit committee, or other independent body of our board of directors, will take into account the relevant available facts and circumstances

including, but not limited to:

risks, costs and benefits to us;

impact on a director’s independence in the event that the related person is director, immediate family member of a director

or an entity with which a director is affiliated;

availability of other sources for comparable services or products;

and the availability of other sources for comparable services

terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other

independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or is not

inconsistent with, our best interests and those of our stockholders, as our audit committee, or other independent body of our board of

directors, determines in the good faith exercise of its discretion.

of the Board of Directors

board of directors undertook a review of the independence of our directors and considered whether any director has a relationship with

us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities.

Our board of directors has affirmatively determined that Blaine Faulkner and Gerald Amato are each an “independent director,”

as defined under NYSE American rules.

information required by this item is incorporated herein by reference to the Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

following table sets forth the aggregate fees billed to us for the fiscal year ended June 30, 2024 and June 30, 2023 by L J Soldinger

Associates, LLC:

Audit fees consist of fees billed for the professional services rendered to us for the audit of our annual consolidated financial

statements for the years ended June 30, 2024 and 2023, reviews of the quarterly financial statements during the periods, the issuance

of consent and comfort letters in connection with registration statement filings, and all other services that are normally provided by

the accounting firm in connection with statutory and regulatory filings and engagements.

Audit-Related

Fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related

to the performance of the audit of the financial statements.

Fees for professional services rendered for tax compliance, tax advice, and tax planning.

All other fees billed by the auditor for products and services not included in the foregoing categories.

Policies and Procedures

accordance with Sarbanes-Oxley, our audit committee charter requires the Audit Committee to pre-approve all audit and permitted non-audit

services provided by our independent registered public accounting firm, including the review and approval in advance of our independent

registered public accounting firm’s annual engagement letter and the proposed fees contained therein.

The Audit Committee has the

ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee.

authority is delegated, such delegated members of the Audit Committee must report to the full Audit Committee at the next audit committee

meeting all items pre-approved by such delegated members.

information required by this item is incorporated herein by reference to the Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

5 unchanged sentences

Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

Amendment to Articles of Incorporation

Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

2 unchanged sentences

Form of Underwriter Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

Description of the Registrant’s Securities

Investor Rights Agreement among Legacy Education Inc.

10 unchanged sentences

Form of Registration Rights Agreement by and between the Company and the Shareholders (Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

Code of Business Conduct and Ethics

Asset Purchase Agreement dated as of October 22, 2024 by and among Legacy Education Antioch, LLC, Legacy Education Inc., Legacy Education, LLC, Contra Costa Medical Career College, Inc., Contra Costa Medical Career College Online, Inc.

and, solely with respect to certain portions of the Asset Purchase Agreement, Stacey Orozco and Bulmaro Orozco (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2024)

Stock Escrow Agreement by and among the Buyer, CCMCC and Equiniti dated as of December 18, 2024 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 18, 2024)

Amendment to Employment Agreement by and between the Company and LeeAnn Rohmann dated March 28, 2025 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2025)

Employment Agreement by and between the Company and Brandon Pope dated March 28, 2025 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2025)

Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with SEC on October 1, 2024)

Legacy Education Inc.

Amended and Restated Insider Trading Policy

List of Subsidiaries (Incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

6 unchanged sentences

Legacy Education Inc.

Clawback Policy

Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on October 1, 2024)

XBRL Taxonomy Extension Schema Document

8 unchanged sentences

Management contract or compensatory plan or arrangement.

Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions

with an asterisk because such information is both not material and is the type that the Company treats as private or confidential.

FORM 10-K SUMMARY

to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 1st day of October, 2024.

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 25 th day of September, 2025.

EDUCATION INC.

1 unchanged sentence

Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors

Financial Officer (Principal Financial and Accounting Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints LeeAnn Rohmann as his or

9 unchanged sentences

Executive Officer and Chairman of the Board of Directors

October 1, 2024

Executive Officer)

Financial Officer

October 1, 2024

Financial and Accounting Officer)

October 1, 2024

Blaine Faulkner

October 1, 2024

Peggy Tiderman

October 1, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures