0001493152-22-031396.txt : 20221110
0001493152-22-031396.hdr.sgml : 20221110
20221110163243
ACCESSION NUMBER: 0001493152-22-031396
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221103
FILED AS OF DATE: 20221110
DATE AS OF CHANGE: 20221110
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kostiner Barry
CENTRAL INDEX KEY: 0001338670
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55790
FILM NUMBER: 221377846
MAIL ADDRESS:
STREET 1: C/O AMERI HOLDINGS, INC.
STREET 2: 5000 RESEARCH COURT, SUITE 750
CITY: SUWANEE
STATE: GA
ZIP: 30024
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Legacy Education Alliance, Inc.
CENTRAL INDEX KEY: 0001561880
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200]
IRS NUMBER: 392079974
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1612 CAPE CORAL PARKWAY EAST
CITY: CAPE CORAL
STATE: FL
ZIP: 33904
BUSINESS PHONE: 239-542-0643
MAIL ADDRESS:
STREET 1: 1612 CAPE CORAL PARKWAY EAST
CITY: CAPE CORAL
STATE: FL
ZIP: 33904
FORMER COMPANY:
FORMER CONFORMED NAME: Priced In Corp.
DATE OF NAME CHANGE: 20121108
4
1
ownership.xml
X0306
4
2022-11-03
0
0001561880
Legacy Education Alliance, Inc.
LEAI
0001338670
Kostiner Barry
1490 N.E. PINE ISLAND RD., SUITE 5-D
CAPE CORAL
FL
33909
1
1
0
0
Chief Executive Officer
10% Convertible Debenture due November 10, 2023
0.05
2022-11-03
4
P
0
1
A
2022-11-10
2023-11-10
Common Stock and Warrants
1
I
see footnote
The Debenture is held by ABCImpact I, LLC, a Delaware limited liability company ("ABCImpact"), as lender, and may be converted into shares of Issuer common stock, par value $0.0001 per share, at a conversion price per share of $0.05, plus an equal number of common stock purchase warrants which may be exercisable at a price of $0.05 per share. ABCImpact has the right to loan up to an aggregate sum of $5,000,000 to the Issuer, which would be subject to the same conversion features.
On the transaction date, November 3, 2022, ABCImpact loaned $120,000 to the Issuer under the Debenture and accordingly, may be converted into 2,400,000 shares of common stock and 2,400,000 common stock purchase warrants (excluding accrued interest).
The Debenture is subject to a beneficial ownership limitation of 4.99%, or 9.99% in ABCImpact's discretion. The Debenture is one of a series of debentures with substantially similar terms (other than issue date and maturity date) as between the Issuer and ABCImpact and that may continue to be entered into in the future.
The Reporting Person, a director and the Chief Executive Officer of the Issuer, has an indirect beneficial ownership in the Debenture (and accordingly the underlying common stock and common stock purchase warrants) through the Reporting Person's spouse, Kimberly Kostiner who is the Trustee of The Kostiner Family Trust ("Trust"), which Trust holds a 33.33% non-voting membership interest in ABCImpact. Neither the Reporting Person nor the Reporting Person's spouse has any voting or dispositive control over the Debenture or the underlying securities, or has any managerial control over ABCImpact. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
/s/ Barry Kostiner
2022-11-10