What changed in this filing

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Item 9A. Controls and Procedures

2026-09-24 compared with 2025-09-25 · 54 added, 29 removed, 99 unchanged (46% of the section changed)

27 unchanged sentences

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.

of June 30, 2026, 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 (“COSO”) 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.

assessment, our management concluded that, as of June 30, 2026, our internal control over financial reporting was not effective due to

the material weakness described below.

management determined that, as of June 30, 2026, there was a material weakness in our internal control over financial reporting arising

from the lack of formally documented internal control policies and procedures over our financial close, journal entry preparation and

review, account reconciliation, segregation of duties, and information technology general controls.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our financial statements will not be prevented or detected on a timely basis.

Remediation Plan

with oversight from the Audit Committee, intends to implement remediation measures designed to address the identified material weakness

as and when management determines appropriate, taking into account the Company’s size and available resources.

Such remediation

measures will include (i) engaging an external advisor to assist management in documenting policies, procedures, and process narratives,

including those covering information technology general controls;

(ii) implementing a risk assessment aligned with the COSO Internal

Control – Integrated Framework (2013);

(iii) establishing review and sign-off procedures for monthly account reconciliations, journal

entries, and quarterly close packages;

and (iv) strengthening segregation of duties and user access controls within the Company’s

key financial reporting systems.

in Internal Control Over Financial Reporting

1 unchanged sentence

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

We are taking actions to remediate the material weakness described above, which may result in changes in our internal

control over financial reporting in periods subsequent to June 30, 2026.

OTHER INFORMATION

the quarter ended June 30, 2026, none of our directors or executive officers adopted , modified or terminated a “Rule 10b5-1 trading

arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Rule 408 of Regulation S-K.

arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

17 unchanged sentences

following documents are included as exhibits to this report.

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)

Certificate of Merger filed with the California Secretary of State on September 3, 2021 (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

Specimen Stock Certificate Evidencing the Shares of Common Stock (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

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

and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on

Form S-1 filed with the SEC on September 20, 2024)

Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the SEC on September 25, 2025)

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

Specimen Stock Certificate Evidencing the Shares of Common Stock (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2024)

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

Description of the Registrant’s Securities (Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed with the SEC on September 25, 2025)

Investor Rights Agreement among Legacy Education Inc.

and certain investors (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

and certain investors (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2024)

Amended and Restated Stockholder Agreement among Legacy Education Inc.

and its stockholders (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

Amended and Restated 2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

December 30, 2019 Note (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

Employment Agreement between the Company and LeeAnn Rohmann effective as of July 1, 2023 (Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

and its stockholders (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2024)

Amended and Restated 2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2024)

December 30, 2019 Note (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2024)

Commercial Multi-Tenant Lease dated January 14, 2016 between Syndcore Holdings LLC and Legacy Education, L.L.C.

(Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

(Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2024)

Multi-Tenant Office Lease dated January 17, 2018 between TV Phase One, LLC and Legacy Education, L.L.C.

(Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 field with the SEC on September 20, 2024)

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)

(Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on September 20, 2024)

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.

1 unchanged sentence

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)

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)

of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed

with the 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)

Consent of LJ Soldinger Associates, LLC

Amended and Restated Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the SEC on September 25, 2025)

List of Subsidiaries

Consent of L J Soldinger Associates, LLC

Power of Attorney (included on signature page hereto)

5 unchanged sentences

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)

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because

its XBRL tags are embedded within the Inline XBRL document

XBRL Taxonomy Extension Schema Document

9 unchanged sentences

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

to the requirements of Section 13 or 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 24th day of September, 2026.

10 unchanged sentences

to be done by virtue hereof.

to the requirements of the Securities Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on

behalf of the registrant and in the capacities and on the dates indicated.

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following

persons on behalf of the registrant and in the capacities and on the dates indicated.

LeeAnn Rohmann

6 unchanged sentences

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