Share-Based Compensation Plans

12 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation Plans

Note 15 - Share-Based Compensation Plans

Stock Options

The Company utilizes ASC 718, Stock Compensation, related to accounting for share-based payments and, accordingly, records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards. The Black Scholes option pricing model was used to estimate the fair value of the options granted. This option pricing model requires a number of assumptions, of which the most significant are: expected stock price volatility, the expected pre-vesting forfeiture rate, and the expected option term (the amount of time from the grant date until the options are exercised or expire). The Company estimated a volatility factor utilizing a weighted average of comparable published volatilities of its peers. The Company applied the simplified method to determine the expected term of stock-based compensation grants.

In prior years, the Company had granted time vested options to purchase shares of common stock with exercise prices ranging from $0.52 - $1.80 on the date of grant by the Board. These options vest ratably over a period of three years and expire ten years from the date of grant and the fair value of these options were calculated using the Black-Scholes Merton model.

On April 1, 2024, the Company granted stock options to purchase an aggregate of 1,425,171 shares of its common stock at an exercise price of $3.74 per share to employees, directors, consultants and non-employee service providers pursuant to its 2021 Equity Incentive Plan.

On September 27, 2024, the Company granted stock options to purchase an aggregate of 250,000 shares of its common stock at an exercise price of $4.00 per share to employees, directors, consultants and non-employee service providers pursuant to its 2021 Equity Incentive Plan. These options vest ratably over a period of three years and expire ten years from the date of grant and the fair value of these options were calculated using the Black-Scholes-Merton model.

On April 2, 2025, the Company granted stock options to purchase an aggregate of 479,648 shares of its common stock at an exercise price of $7.25 per share to employees and directors pursuant to its 2021 Equity Incentive Plan. These options vest ratably over a period of three years and expire ten years from the date of grant and the fair value of these options were calculated using the Black-Scholes-Merton model.

Legacy Education Inc.

Notes to Consolidated Financial Statements

For Fiscal Years ended June 30, 2025 and 2024

A summary of the activity related to stock option units granted is as follows:

				Summary of Stock Options Outstanding
	Total Options			Weighted Average Exercise Price per Option		Weighted Average Remaining Contractual Term (Years)
Outstanding as of June 30, 2023		400,000			1.54		4.14
Granted		1,425,171			3.74		10
Exercised		-			-		-
Forfeited, canceled, or expired		-			-		-
Outstanding as of June 30, 2024		1,825,171			3.26		8.30
Exercisable as of June 30, 2024		1,387,534			3.11		7.84
Granted		729,648			6.14		10
Exercised		(165,602	)		2.26		-
Forfeited, canceled, or expired		-			-		-
Outstanding as of June 30, 2025		2,389,217			4.21		8.20
Exercisable as of June 30, 2025		1,506,764			3.42		7.51

A summary of the activity related to vested and unvested stock option units granted is as follows:

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Average Remaining Contractual Life (Years)
Balance – June 30, 2023, unvested		-		$	-	$	-		-
Options issued		1,425,171			3.74		1.84		10.00
Options vested		(987,534	)		3.74		1.84		10.00
Options expired		-			-		-		-
Options exercised		-			-		-		-
Balance – June 30, 2024, unvested		437,637		$	3.74		1.84		9.75
Options issued		729,648			6.14		2.05		10.00
Options vested		(284,832	)		3.80		1.86
Options expired		-			-		-		-
Balance – June 30, 2025, unvested		882,453		$	5.54	$	3.40		9.36

The Company valued options issued in April 2024 using the Black Scholes model utilizing volatility 45%, and a risk-free rate of 4.18%. The fair value of the options was $1.84 per option.

The Company valued options issued in September 2024 using the Black Scholes model utilizing volatility 45%, and a risk-free rate of 3.75%. The fair value of the options was $1.94 per option.

The Company valued options issued in April 2025 using the Black Scholes model utilizing volatility 55%, and a risk-free rate of 4.01%. The fair value of the options was $4.05 per option.

The Company recorded share-based compensation expense of $552,800 and $1,882,076 during the years ended June 30, 2025 and 2024, respectively, which is included in educational services in the consolidated income statements. Unamortized compensation expense associated with unvested options was $832,205 and $737,333 as of June 30, 2025 and June 30, 2024, respectively. The weighted average period over which these costs are expected to be recognized is approximately 2.00 and 2.75 years.

Legacy Education Inc.

Notes to Consolidated Financial Statements

For Fiscal Years ended June 30, 2025 and 2024