SEC Form SC 13G filed by Legacy Education Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Legacy Education Inc.

(Name of Issuer)

Common stock, par value $0.001 per share

(Title of Class of Securities)

52474R 207

(CUSIP Number)

October 4, 2024

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Represents (i) 1,000 shares of common stock held by the Robert deRose IRA and (ii) options to purchase up to 50,000 shares of common stock held by Robert deRose.

(2) Represents (i) 1,077,974 shares of common stock held by the Robert D. deRose & Susan deRose Family Trust DTD 11/18/1986 and (ii) 98,370 shares of common stock held by the Allison M. deRose Trust DTD 5/29/1991. Robert deRose and his spouse, Susan deRose, are the Co-Trustees of the Robert D. deRose & Susan deRose Family Trust DTD 11/18/1986 and the Allison M. deRose Trust DTD 5/29/1991.

(3) Excludes 1,000 shares of common stock held by the Susan deRose – IRA BDA. Robert deRose disclaims beneficial ownership in the securities held by the Susan deRose - IRA BDA except to the extent of any pecuniary interest therein.

(1) Represents 1,000 shares of common stock held by the Susan deRose – IRA BDA.

(2) Represents (i) 1,077,974 shares of common stock held by the Robert D. deRose & Susan deRose Family Trust DTD 11/18/1986 and (ii) 98,370 shares of common stock held by the Allison M. deRose Trust DTD 5/29/1991. Susan deRose and her spouse, Robert deRose, are the Co-Trustees of the Robert D. deRose & Susan deRose Family Trust DTD 11/18/1986 and the Allison M. deRose Trust DTD 5/29/1991.

(3) Excludes (i) 1,000 shares of common stock held by the Robert deRose IRA and (ii) options to purchase up to 50,000 shares of common stock held by Robert deRose. Susan deRose disclaims beneficial ownership in the securities held by Robert deRose and the Robert deRose IRA except to the extent of any pecuniary interest therein.

(1) Susan deRose and her spouse, Robert deRose, are the Co-Trustees of the Robert D. deRose & Susan deRose Family Trust DTD 11/18/1986.

(1) Susan deRose and her spouse, Robert deRose, are the Co-Trustees of the Allison M. deRose Trust DTD 5/29/1991.

(1) Susan deRose disclaims beneficial ownership in the securities held by the Robert deRose IRA except to the extent of any pecuniary interest therein.

(1) Robert deRose disclaims beneficial ownership in the securities held by the Susan deRose - IRA BDA except to the extent of any pecuniary interest therein.

Legacy Education Inc, a Nevada corporation (the “Issuer”).

The principal executive office of the Issuer is located at 701 W Avenue K, Suite 123, Lancaster, CA 93534.

This statement is filed on behalf of Robert deRose, Susan deRose, Robert D. deRose & Susan deRose Family Trust DTD 11/18/1986, Allison M. deRose Trust DTD 5/29/1991, Robert deRose IRA, and Susan deRose - IRA BDA. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

The principal business address of each Reporting Person is P.O. Box 8167, Rancho Santa Fe, CA 92067.

Each of Robert deRose and Susan deRose are citizens of the United States. Each of Robert D. deRose & Susan deRose Family Trust DTD 11/18/1986, Allison M. deRose Trust DTD 5/29/1991, Robert deRose IRA and Susan deRose - IRA BDA was formed in the state of California.

Common stock, par value $0.001 per share.

52474R 207

Not applicable.

(a) Amount beneficially owned: 1,228,344 (1)(4)

(b) Percent of class: 10.31% based on 11,867,162 shares of the Issuer’s common stock outstanding as of October 4, 2024

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: (2)(4)

(ii) Shared power to vote or to direct the vote: (3)(4)

(iii) Sole power to dispose or to direct the disposition of: (2)(4)

(iv) Shared power to dispose or to direct the disposition of: (3)(4)

(1) Represents (i) 1,000 shares of common stock held by the Robert deRose IRA, (ii) 1,077,974 shares of common stock held by the Robert D. deRose & Susan deRose Family Trust DTD 11/18/1986, (iii) 98,370 shares of common stock held by the Allison M. deRose Trust DTD 5/29/1991, (iv) 1,000 shares of common stock held by the Susan deRose – IRA BDA and (v) options to purchase up to 50,000 shares of common stock held by Robert deRose. Robert deRose and his spouse, Susan deRose, are the Co-Trustees of the Robert D. deRose & Susan deRose Family Trust DTD 11/18/1986 and the Allison M. deRose Trust DTD 5/29/1991.

(2) Robert deRose has the sole power to vote or to direct the vote and power to dispose or to direct the disposition of 51,000 shares of common stock which represents (i) options to purchase up to 50,000 shares of common stock held by Robert deRose and (ii) 1,000 shares of common stock held by the Robert deRose IRA. Susan deRose has the sole power to vote or to direct the vote and power to dispose or to direct the disposition of 1,000 shares of common stock held by the Susan deRose – IRA BDA. Each of Robert D. deRose & Susan deRose Family Trust DTD 11/18/1986, Allison M. deRose Trust DTD 5/29/1991, Robert deRose IRA, and Susan deRose – IRA BDA have the sole power to vote or to direct the vote and power to dispose or to direct the disposition of 0 shares of common stock.

(3) Each of Robert deRose and Susan deRose have the shared power to vote or to direct the vote and power to dispose or to direct the disposition of 1,176,344 shares of common stock which represents (i) 1,077,974 shares of common stock held by the Robert D. deRose & Susan deRose Family Trust DTD 11/18/1986 and (ii) 98,370 shares of common stock held by the Allison M. deRose Trust DTD 5/29/1991. Robert D. deRose & Susan deRose Family Trust DTD 11/18/1986 has the shared power to vote or to direct the vote and power to dispose or to direct the disposition of 1,077,974 shares of common stock. Allison M. deRose Trust DTD 5/29/1991 has the shared power to vote or to direct the vote and power to dispose or to direct the disposition of 98,370 shares of common stock. Robert deRose IRA has the shared power to vote or to direct the vote and power to dispose or to direct the disposition of 1,000 shares of common stock. Susan deRose – IRA BDA has the shared power to vote or to direct the vote and power to dispose or to direct the disposition of 1,000 shares of common stock.

(4) Robert deRose disclaims beneficial ownership in the securities held by the Susan deRose - IRA BDA except to the extent of any pecuniary interest therein. Susan deRose disclaims beneficial ownership in the securities held by Robert deRose and the Robert deRose IRA except to the extent of any pecuniary interest therein.

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].

Not Applicable.

Not Applicable.

See Exhibit 99.1.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.