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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported) November 12, 2026
Legacy
Education Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42283 |
|
84-5167957 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.
R. S. Employer
Identification
No.) |
701
W Avenue K, Suite 123
Lancaster,
CA 93534
(Address
of principal executive offices, including ZIP code)
(661)
940-9300
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
LGCY |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02. Results of Operations and Financial Condition.
On
November 12, 2026, Legacy Education Inc. (the “Company”)
announced financial results for the quarter ended September 30, 2026. A copy of the related press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release, dated November 12, 2026 |
| 104 |
|
Cover Page Interactive
Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date: November 12, 2026 |
Legacy Education Inc. |
| |
|
| |
/s/
LeeAnn Rohmann |
| |
LeeAnn Rohmann |
| |
Chief Executive Officer |
Exhibit
99.1

Legacy
Education Reports First Quarter Fiscal 2027 Results and Record Student Population
LANCASTER,
Calif., Nov. 12, 2026 /PRNewswire/ — Legacy Education Inc. (“Legacy Education” or the “Company”) (NYSE
American: LGCY), a provider of career education healthcare programs, today announced financial and operating results for the fiscal first
quarter ended September 30, 2026.
Legacy
Education Inc. will host a conference call to discuss its first quarter financial results on Thursday, November 12, 2026, at 4:30 p.m.
Eastern time.
To
access the live webcast of the conference call, please go to the investor relations section of the Legacy Education website at www.legacyed.com.
Participants may also register via teleconference at: Q1 2027 Legacy Education Inc. Earnings Conference Call. Once registration is completed,
participants will be provided with a calendar invitation and link to join the call. Participants are requested to register at least 15
minutes before the start of the call. An archived version of the webcast will be accessible for 90 days at www.legacyed.com. The
toll-free dial-in number is (877) 407-9785 and the international dial-in number is (201) 689-8843.
First
Quarter Fiscal 2027 Strategic Developments and Financial Highlights
Strategic
Developments
| ● | In
September 2026, Central Coast College entered into a lease for Legacy Education’s first
planned campus outside California, in Houston, Texas. The Houston campus has successfully
completed regulatory visits with the Texas Workforce Commission and the Accrediting Council
for Continuing Education & Training (ACCET), and the Company expects to receive the related
approvals by the end of November 2026. The Company expects the campus to open before December
31, 2026, subject to receipt of the required regulatory and accreditation approvals. |
| | | |
| ● | On
November 8, 2026, the U.S. Department of Education approved Contra Costa Medical Career College’s
change in ownership and control and issued a fully executed provisional program participation
agreement expiring September 30, 2029, with no letter of credit or growth restrictions. |
| | | |
| ● | Contra
Costa Medical Career College has obtained approval from ACCET and the Bureau for Private
Postsecondary Education (BPPE) to offer three newly approved programs (Cardiac Sonography
Associate of Applied Science, Veterinary Assistant, and MRI Associate of Applied Science)
and plans to launch them in the second half of fiscal 2027. |
| | | |
| ● | Hired
a Senior Vice President of Compliance and a Senior Vice President of Career Services and
Strategic Partnerships. |
Financial
Highlights
| ● | Record
student population of 3,684, up 5.4% from a year ago and up 9.1% from the last quarter. |
| | | |
| ● | New
student starts of 1,006. |
| | | |
| ● | Revenue
grew $0.6 million, or 3.1%, to $20.0 million. |
| | | |
| ● | Net
income of $0.9 million. |
| | | |
| ● | Adjusted
EBITDA of $2.1 million. |
| | | |
| ● | Net
income margin of 4.3%, EBITDA margin of 5.3% and Adjusted EBITDA margin of 10.4%, reflecting
continued investment in personnel and facilities to support growth, including the Phase 2
premises of our Wildomar, California lease and typical first quarter expenses relating to
the annual financial audit and supporting legal expenses. |
| | | |
| ● | Balance
sheet remains strong with $21.7 million in cash and cash equivalents, $47.8 million in current
assets, $34.0 million in working capital, and minimal debt of $0.1 million. |
“We
are serving more students than at any point in our history. We ended the quarter with 3,684 students, up 5.4% from a year ago, and up
9.1% from the prior quarter,” said LeeAnn Rohmann, Chief Executive Officer of Legacy Education. “Our three fastest-growing
programs, Ultrasound Technician, Sterile Processing, and Surgical Technology, generated 338 new starts, nearly double the 172 a year
ago.
“In
the first quarter, we invested in faculty, facilities, and new programs ahead of the revenue they are expected to generate. Therefore,
profitability was lower than a year ago, as expected. Our priorities remain the same for the rest of the year: grow new student starts
while maintaining our admissions standards, launch our newly approved programs, fill the capacity we have added, and keep costs aligned
with the opportunity in front of us.”
FIRST
QUARTER FISCAL 2027 FINANCIAL RESULTS
Quarter
ended September 30, 2026 compared to September 30, 2025
| ● | Revenue
for the three months ended September 30, 2026, increased by $0.6 million, or 3.1%,
to $20.0 million, compared to $19.4 million for the same period in 2025, driven by a 5.4%
increase in student enrollment to 3,684, supported by 1,006 new student starts. |
| | | |
| ● | Educational
services expense for the three months ended September 30, 2026, increased by $1.3
million, or 13.0%, to $11.7 million, compared to $10.3 million in the prior-year period.
The increase was primarily driven by increases in personnel costs, including payroll taxes,
of $0.5 million, rent and occupancy costs of $0.5 million, including the Phase 2 premises
of our Wildomar, California lease that commenced on July 1, 2026, externship fees of $0.2
million and share-based compensation of $0.1 million. As a percentage of revenue, educational
services expense increased from 53.3% to 58.4% primarily due to higher personnel and rent
and occupancy costs. |
| | | |
| ● | General
and administrative expense was $7.2 million for the three months ended September
30, 2026, compared to $6.1 million for the three months ended September 30, 2025, an increase
of $1.1 million, or 18.2%. The increase was primarily attributable to an estimated legal
settlement of $0.7 million, increases in professional fees of $0.5 million and in computer
support and business insurance of $0.1 million each, partially offset by a decrease in advertising
expense of $0.3 million. Of the total general and administrative expense, $1.3 million and
$1.6 million related to advertising expense for the three months ended September 30, 2026
and 2025, respectively. |
| | | |
| ● | Operating
cash flow was $(0.9) million for the three months ended September 30, 2026, compared
to $1.1 million in the prior-year period. The decrease was mainly due to lower net income
and the timing of disbursements and income tax payments, with $0.4 million of income taxes
paid in the current period and none in the prior-year period. Higher prepaid expenses and
a smaller increase in deferred unearned tuition also reduced operating cash flow, partially
offset by higher accrued liabilities, which include the $0.7 million estimated legal settlement
accrued on September 30, 2026. Capital expenditures were $0.2 million in each period. |
| | | |
| ● | Balance
sheet includes $21.7 million in cash and cash equivalents, $47.8 million in current
assets, $86.9 million in total assets, $54.0 million in stockholders’ equity, and minimal
debt of $0.1 million, providing liquidity for ongoing investments. |
| | |
Three
Months Ended (Unaudited) | |
| | |
September
30, | |
| | |
2026 | | |
2025 | |
| Revenues: | |
| | |
| |
| Tuition
and related income, net | |
$ | 20,002,919 | | |
$ | 19,401,023 | |
| Operating
expenses: | |
| | | |
| | |
| Educational
services | |
| 11,684,049 | | |
| 10,335,764 | |
| General
and administrative | |
| 7,172,344 | | |
| 6,067,482 | |
| General
and administrative - related party | |
| 89,200 | | |
| 175,300 | |
| Depreciation
and amortization | |
| 176,363 | | |
| 123,827 | |
| Total
costs and expenses | |
| 19,121,956 | | |
| 16,702,373 | |
| | |
| | | |
| | |
| Operating
income | |
| 880,963 | | |
| 2,698,650 | |
| Interest
expense | |
| (13,155 | ) | |
| (43,960 | ) |
| Interest
income | |
| 324,722 | | |
| 318,844 | |
| Total
other income | |
| 311,567 | | |
| 274,884 | |
| | |
| | | |
| | |
| Income
before income taxes | |
| 1,192,530 | | |
| 2,973,534 | |
| | |
| | | |
| | |
| Income
tax expense | |
| (323,820 | ) | |
| (786,574 | ) |
| Net
income (loss) | |
$ | 868,710 | | |
$ | 2,186,960 | |
| | |
| | | |
| | |
| Net
income per share | |
| | | |
| | |
| Basic
net income per share | |
$ | 0.07 | | |
$ | 0.18 | |
| Diluted
net income per share | |
$ | 0.06 | | |
$ | 0.16 | |
| | |
| | | |
| | |
| Basic
weighted average shares outstanding | |
| 12,807,415 | | |
| 12,458,551 | |
| Diluted
weighted average shares outstanding | |
| 14,114,191 | | |
| 13,886,201 | |
| | |
| | | |
| | |
| Selected
Consolidated Balance Sheet Data: | |
September 30, 2026 | | |
| | |
| | |
(unaudited) | | |
| | |
| Cash
and cash equivalents | |
$ | 21,650,077 | | |
| | |
| Current
assets | |
| 47,762,617 | | |
| | |
| Total
assets | |
| 86,942,346 | | |
| | |
| Current
liabilities | |
| 13,750,693 | | |
| | |
| Total
stockholders’ equity | |
| 54,036,058 | | |
| | |
Important
Information Regarding Non-GAAP Financial Information
To
supplement Legacy Education’s consolidated financial statements presented in accordance with generally accepted accounting principles
in the United States (“GAAP”), Legacy Education furnishes certain adjusted non-GAAP supplemental information to its financial
results regarding EBITDA and Adjusted EBITDA. The most directly comparable GAAP financial measure to each of EBITDA and Adjusted EBITDA
is net income. EBITDA is calculated as net income before other expense (income), net, provision for income taxes, and depreciation and
amortization. Adjusted EBITDA is EBITDA further adjusted to exclude non-cash stock-based compensation and the estimated legal settlement.
We use such adjusted non-GAAP financial measures to evaluate our period-over-period operating performance because our management team
believes that by excluding the effects of such adjusted GAAP-related items that, in their opinion, do not reflect the ordinary earnings
of our operations, it enhances investors’ overall understanding of our current financial performance and our prospects for the
future by (i) providing a more comparable measure of our continuing business, as well as greater understanding of the results from the
primary operations of our business, (ii) affording a view of our operating results that may be more easily compared to our peer companies,
and (iii) enabling investors to consider our operating results on both a GAAP and adjusted non-GAAP basis (including following the integration
period of our acquisitions). However, this adjusted non-GAAP information is not in accordance with, or an alternative to, GAAP and should
be considered in conjunction with our GAAP results as the items excluded from the adjusted non-GAAP information may have a material impact
on Legacy’s financial results. A reconciliation of adjusted non-GAAP adjustments to Legacy’s GAAP financial results is included
in the tables at the end of this press release.
In
the noted fiscal periods, we adjusted net income for the items identified from our GAAP financial results to arrive at our adjusted non-GAAP
financial measures:
Stock-based
compensation - We exclude stock-based compensation to be consistent with the way management and, in our view, the overall financial
community, evaluate our performance and the methods used by analysts to calculate consensus estimates. The expense related to stock-based
awards is generally not controllable in the short term and can vary significantly based on the timing, size and nature of awards granted.
As such, we do not include these charges in operating plans.
Legal
settlement - The Company recorded an estimated legal settlement of $0.7 million as an accrued liability at September 30, 2026, included
in general and administrative expenses for the three months ended September 30, 2026. In October 2026, the parties reached a settlement
of the matter. Management has excluded this charge from Adjusted EBITDA because management believes the expense is not indicative of
the Company’s ongoing operating performance.
RECONCILIATION
OF NET INCOME, EBITDA, AND ADJUSTED EBITDA
| | |
Three Months Ended | |
| | |
September 30, | |
| | |
2026 | | |
2025 | |
| Net income | |
$ | 868,710 | | |
$ | 2,186,960 | |
| Interest expense (income), net | |
| (311,567 | ) | |
| (274,884 | ) |
| Provision for income taxes | |
| 323,820 | | |
| 786,574 | |
| Depreciation and amortization | |
| 176,363 | | |
| 123,827 | |
| EBITDA | |
| 1,057,326 | | |
| 2,822,477 | |
| | |
| | | |
| | |
| Stock-based compensation | |
| 337,270 | | |
| 269,246 | |
Estimated legal settlement
| |
| 687,500 | | |
| 0 | |
| Adjusted EBITDA | |
$ | 2,082,096 | | |
$ | 3,091,723 | |
About
Legacy Education Inc.
Legacy
Education (NYSE American: LGCY) is a nationally accredited, for-profit post-secondary education company founded in 2009. Legacy Education
provides career-focused education primarily in the healthcare field, with certificates and degrees for nursing, sonography, medical technicians,
dental assisting, business administration, and several others. The Company offers a wide range of educational programs and services to
help students achieve their professional goals. Legacy Education’s focus is on providing high-quality education that is accessible
and affordable. Legacy Education is committed to growing its education footprint via organic enrollment growth, addition of new programs,
and accretive acquisitions. For more information, please visit www.legacyed.com or follow us on LinkedIn @legacy-education-inc.
Forward-Looking
Statements
Statements
in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements.” These statements include, but are not limited to, statements
relating to the Company’s operations. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “should,” “target,” “will,” “would” and similar expressions are
intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The forward-looking
statements contained in this press release are based on management’s current expectations and are subject to substantial risks,
uncertainty, and changes in circumstances. Actual results may differ materially from those indicated by these forward-looking statements
because of various important factors, including, without limitation, market conditions and the factors described in the section entitled
“Risk Factors” in Legacy’s most recent Annual Report on Form 10-K and Legacy’s other filings made with the U.S.
Securities and Exchange Commission. All such statements speak only as of the date of this press release. Consequently, forward-looking
statements should be regarded solely as Legacy’s current plans, estimates, and beliefs. Legacy cannot guarantee future results,
events, levels of activity, performance, or achievements. Legacy does not undertake and specifically declines any obligation to update
or revise any forward-looking statements to reflect new information, future events or circumstances or to reflect the occurrences of
unanticipated events, except as may be required by applicable law.
Contact
Legacy Education Inc.
Investor Relations
ir@legacyed.com
Amato
and Partners, LLC
Investor Relations Counsel
admin@amatoandpartners.com