LEGACY EDUCATION ALLIANCE, INC. (OTCMKTS:LEAI) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On February 15, 2017, the Board of Directors of Legacy Education
Alliance, Inc. (the Company) approved the adoption of a Rights
Agreement between the Company and VStock Transfer, LLC, as Rights
Agent (as amended from time to time, the Rights Agreement). The
Company entered into the Rights Agreement on February 16, 2017.

In connection with the Rights Agreement, a dividend was declared
of one preferred stock purchase right (individually, a Right and
collectively, the Rights) for each share of common stock, par
value $0.0001 per share (the Common Stock), of the Company
outstanding at the close of business on March 2, 2017 (the Record
Date). Each Right will entitle the registered holder thereof,
after the Rights become exercisable and until February 15, 2019
(or the earlier redemption, exchange or termination of the
Rights), to purchase from the Company one one-thousandth
(1/1,000) of a share of Series A Junior Participating Preferred
Stock, par value $0.0001 per share (the Series A Preferred), of
the Company at a price of $2.50 per one one-thousandth (1/1,000)
of a share of Series A Preferred (the Purchase Price). Until the
earlier to occur of (i) the close of business on the tenth
business day following a public announcement that a person or
group of affiliated or associated persons has acquired, or
obtained the right to acquire, beneficial ownership of 20% or
more of the Common Stock (an Acquiring Person) or such earlier
date as a majority of the Board shall become aware of the
existence of an Acquiring Person or (ii) the close of business on
the tenth business day (or such later date as may be determined
by action of the Board of Directors prior to such time as any
person or group of affiliated or associated persons becomes an
Acquiring Person) following the commencement or announcement of
an intention to make a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by
a person or group of affiliated or associated persons of 20% or
more of the Common Stock (the earlier of (i) and (ii) being
called the Distribution Date), the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of
the Record Date, by such Common Stock certificates, or, with
respect to any uncertificated Common Stock registered in book
entry form, by notation in book entry, in either case together
with a copy of the Summary of Rights attached as Exhibit C to the
Rights Agreement.

The Rights Agreement provides that any person who beneficially
owned 20% or more of the Common Stock immediately prior to the
first public announcement of the adoption of the Rights
Agreement, together with any affiliates and associates of that
person (each an Existing Holder), shall not be deemed to be an
Acquiring Person for purposes of the Rights Agreement unless an
Existing Holder becomes the beneficial owner of one or more
additional shares of Common Stock (other than to a dividend or
distribution paid or made by the Company on the outstanding
Common Stock in Common Stock or to a split or subdivision of the
outstanding Common Stock). However, if upon acquiring beneficial
ownership of one or more additional shares of Common Stock, the
Existing Holder does not beneficially own 20% or more of the
Common Stock then outstanding, the Existing Holder shall not be
deemed to be an Acquiring Person for purposes of the Rights
Agreement.

The Rights will be transferred only with the Common Stock until
the Distribution Date (or earlier redemption, exchange,
termination or expiration of the Rights). As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights (Right Certificates) will be mailed to holders of
record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will
evidence the Rights.

The Rights are not exercisable until the Distribution Date. The
Rights will expire on February 15, 2019, subject to the Companys
right to extend such date, unless earlier redeemed or exchanged
by the Company or terminated. The Rights will at no time have any
voting rights.

Each share of Series A Preferred purchasable upon exercise of the
Rights will be entitled, when, as and if declared, to a minimum
preferential quarterly dividend payment equal to the greater of
(i)$1.00 or (ii)1,000 times the dividend, if any, declared per
share of Common Stock. In the event of liquidation, dissolution
or winding up of the Company, the holders of the Series A
Preferred will be entitled to a minimum preferential liquidation
payment of $5.00 per share (plus any accrued but unpaid
dividends), provided that such holders of the Series A Preferred
will be entitled to an aggregate payment of 1,000 times the
payment made per share of Common Stock. Each share of Series A
Preferred will have 1,000 votes and will vote together with the
Common Stock. Finally, in the event of any merger, consolidation
or other transaction in which shares of the Common Stock are
exchanged, each share of Series A Preferred will be entitled to
receive 1,000 times the amount received per share of Common
Stock. The Series A Preferred will not be redeemable. The Rights
are protected by customary anti-dilution provisions. Because of
the nature of the Series A Preferreds dividend and liquidation
rights, the value of one one-thousandth (1/1,000) of a share of
Series A Preferred purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.

The Purchase Price payable, and the number of shares of Series A
Preferred or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to
prevent dilution (i)in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Series A
Preferred, (ii)upon the grant to holders of the Series A
Preferred of certain rights or warrants to subscribe for or
purchase Series A Preferred or convertible securities at less
than the current market price of the Series A Preferred or
(iii)upon the distribution to holders of the Series A Preferred
of evidences of indebtedness, cash, securities or assets
(excluding regular periodic cash dividends at a rate not in
excess of 125% of the rate of the last regular periodic cash
dividend theretofore paid or, in case regular periodic cash
dividends have not theretofore been paid, at a rate not in excess
of 50% of the average net income per share of the Company for the
four quarters ended immediately prior to the payment of such
dividend, or dividends payable in shares of Series A Preferred
(which dividends will be subject to the adjustment described in
clause (i)above)) or of subscription rights or warrants (other
than those referred to above).

In the event that a person becomes an Acquiring Person or if the
Company were the surviving corporation in a merger with an
Acquiring Person or any affiliate or associate of an Acquiring
Person and shares of the Common Stock were not changed or
exchanged in such merger, each holder of a Right, other than
Rights that are or were acquired or beneficially owned by the
Acquiring Person (which Rights will thereafter be null and void),
will thereafter have the right to receive upon exercise that
number of shares of Common Stock having a market value of two
times the then current Purchase Price of one Right. In the event
that, after a person has become an Acquiring Person, the Company
were acquired in a merger or other business combination
transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a
Right shall thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price of the Right,
that number of shares of common stock of the acquiring company
which at the time of such transaction would have a market value
of two times the then current Purchase Price of one Right.

At any time after a person becomes an Acquiring Person and prior
to the earlier of one of the events described in the last
sentence of the previous paragraph or the acquisition by such
Acquiring Person of 50% or more of the then outstanding Common
Stock, the Board of Directors may cause the Company to exchange
the Rights (other than Rights owned by an Acquiring Person which
have become null and void), in whole or in part, for shares of
Common Stock at an exchange rate of one share of Common Stock per
Right (subject to adjustment).

The Rights may be redeemed in whole, but not in part, at a price
of $0.001 per Right (the Redemption Price) by the Board
of Directors at any time prior to the time that an Acquiring
Person has become such. The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.

Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company beyond those as an
existing stockholder, including, without limitation, the right to
vote or to receive dividends.

Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company for so long as the Rights
are then redeemable, and after the Rights are no longer
redeemable, the Company may amend or supplement the Rights
Agreement in any manner that does not adversely affect the
interests of the holders of the Rights.

One Right will be distributed to stockholders of the Company for
each share of Common Stock owned of record by them on March 2,
2017. As long as the Rights are attached to the Common Stock, the
Company will issue one Right with each new share of Common Stock
so that all such shares will have attached Rights. The Company
has agreed that, from and after the Distribution Date, the
Company will reserve 40,000 shares of Series A Preferred
initially for issuance upon exercise of the Rights.

The Rights are designed to ensure that the Board of Directors has
sufficient time to consider any proposal from a third party that
might result in a change in control of the Company, make sure
that all stockholders receive fair and equal treatment in the
event of any such a proposal, and encourage any potential
acquiror to negotiate with the Board of Directors. In addition,
the Plan will guard against partial tender offers, open market
accumulations and other coercive tactics aimed at gaining control
of the Company without paying all stockholders a full control
premium for their shares. The Plan was not adopted in response to
any specific takeover offer. The Rights will cause substantial
dilution to a person or group that acquires 20% or more of the
Common Stock on terms not approved by the Companys Board of
Directors. The Rights should not interfere with any merger or
other business combination approved by the Board of Directors at
any time prior to the first date that a person or group has
become an Acquiring Person.

The Rights Agreement specifying the terms of the Rights and the
text of the press release announcing the declaration of the
Rights are incorporated herein by reference as exhibits to this
current report. The foregoing summary of the Rights Agreement is
qualified in its entirety by reference to such exhibits.

The information set forth under Item 1.01 Entry Into a Material
Definitive Agreement of this Current Report on Form 8-K with
respect to the entry into a Rights Agreement is incorporated into
this Item 3.03 by reference.

In connection with the adoption of the Rights Agreement, on
February 16, 2017, the Company filed a Certificate of Designation
of SeriesA Junior Participating Preferred Stock (the Certificate
of Designation) with the Secretary of State of the State of
Nevada. The Certificate of Designation became effective on
February 16, 2017. The summary of the rights, powers, and
preferences of the Preferred Stock set forth in Item 1.01 of this
Current Report on Form8-K is incorporated by reference into this
Item 5.03. A copy of the Certificate of Designation is attached
as Exhibit3.1 and incorporated herein by reference.

On February 15, 2017, the Board of Directors of the Company
adopted and approved an amendment to the Companys Bylaws
requiring the affirmative vote of the holders of at least
two-thirds of the then outstanding shares of the voting stock in
order for the stockholders to amend the Bylaws. Article VIII,
Section 1 of the Bylaws was deleted in its entirety and replaced
with the following:

Section 1. Amendments to Bylaws. Except as otherwise provided in
the Articles of Incorporation: (a) the Board of Directors is
expressly authorized (in furtherance and not in limitation of the
powers conferred by statute) to amend, repeal or rescind any
provision of these Bylaws or to adopt new Bylaws, in whole or in
part, including any bylaws or any provision of these Bylaws
adopted by the Stockholders unless the Stockholders adopt a bylaw
or a provision of these Bylaws and specify that it shall not be
amended by the Board of Directors; and (b) the affirmative vote
of the holders of at least two-thirds (2/3) of the outstanding
voting power of the Corporation entitled to vote thereon, voting
together as a single class, shall be required in order for the
Stockholders of the Corporation to amend, repeal or rescind, in
whole or in part, any provision of these Bylaws (including,
without limitation, this Section 1 of Article VIII) or to adopt
any new provision of these Bylaws.

The foregoing description of the Amendment to the Bylaws is
qualified in its entirety by reference to the full text of the
Amendment to the Bylaws attached hereto as Exhibit 3.2 and
incorporated herein by reference.

On February 17, 2017, the Company issued a press release
announcing the adoption of the Rights Agreement and the
declaration of the distribution of the Rights. A copy of the
press release is attached as Exhibit 99.1 and incorporated herein
by reference.

(d) Exhibits.

About LEGACY EDUCATION ALLIANCE, INC. (OTCMKTS:LEAI)

Legacy Education Alliance, Inc., formerly Priced In Corp., is a provider of educational training on the topics of personal finance, entrepreneurship, real estate and financial markets investing strategies and techniques. The Company operates through four segments: the United States (U.S.), Canada, the United Kingdom (U.K.) and Other foreign markets. The Company’s programs are offered through a range of formats and channels, including free-preview workshops, basic training classes, symposiums, telephone mentoring, one-on-one mentoring, coaching and e-learning, mainly under the Rich Dad Education brand (Rich Dad). In addition to Rich Dad, the Company markets its products and services under a range of brands, including Martin Roberts, The Independent Woman, Women in Wealth and Brick Buy Brick. Its products and services are offered in the United States, Canada, the United Kingdom and other international markets.

LEGACY EDUCATION ALLIANCE, INC. (OTCMKTS:LEAI) Recent Trading Information

LEGACY EDUCATION ALLIANCE, INC. (OTCMKTS:LEAI) closed its last trading session up +0.049 at 0.369 with 55,768 shares trading hands.