UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ____

Commission File Number: 001-42283

LEGACY EDUCATION INC.

(Exact name of registrant as specified in its charter)

Nevada		84-5167957
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

701 W Avenue K, Suite 123 Lancaster, CA		93534
(Address of principal executive offices)		(Zip Code)

(661) 940-9300

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the issuer’s common stock, $0.001 par value per share, outstanding as of February 10, 2026 was 12,613,086.

Table of Contents

		Page
PART I - FINANCIAL INFORMATION		F-1
ITEM 1.	FINANCIAL STATEMENTS	F-1
	Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and June 30, 2025	F-2
	Condensed Consolidated Income Statements for the Three and Six Months Ended December 31, 2025 and 2024 (Unaudited)	F-3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended December 31, 2025 and 2024 (Unaudited)	F-4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2025 and 2024 (Unaudited)	F-5
	Notes to Unaudited Condensed Consolidated Financial Statements	F-6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
ITEM 4.	CONTROLS AND PROCEDURES	9

PART II - OTHER INFORMATION		10
ITEM 1.	LEGAL PROCEEDINGS	10
ITEM 1A.	RISK FACTORS	10
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	10
ITEM 4.	MINE SAFETY DISCLOSURE	11
ITEM 5.	OTHER INFORMATION	11
ITEM 6.	EXHIBITS	11
SIGNATURES		12

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Quarterly Report on Form 10-Q contains certain forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “believes,” “will,” “expects,” “anticipates,” “estimates,” “predicts,” “potential,” “continues” “intends,” “plans” and “would” or the negative of these terms or other comparable terminology. For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, and plans are all forward-looking statements. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:

	●	compliance with the extensive existing regulatory framework applicable to our industry or our failure to timely obtain and maintain regulatory approvals and accreditation;

	●	compliance with continuous changes in applicable federal laws and regulations including recently enacted federal legislation, executive orders and new and pending rulemaking by the U.S. Department of Education (“ED”);

	●	the effect of current and future Title IV Program laws and regulations arising out of recent legislation, executive orders and negotiated rulemakings, including any recent and potential future reductions in funding or restrictions on the use of funds received through Title IV Programs;

	●	successful updating and expansion of the content of existing programs and developing new programs in a cost-effective manner or on a timely basis;

	●	uncertainties regarding our ability to comply with federal laws and regulations regarding the 90/10 revenue test, gainful employment and earnings metrics, and limits on cohort default rates;

	●	successful implementation of our strategic plan;

	●	our inability to maintain eligibility for or to process federal student financial assistance;

	●	regulatory investigations of, or actions commenced against, us or other companies in our industry;

	●	changes in the state regulatory environment or budgetary constraints;

	●	enrollment declines or challenges in our students’ ability to find employment as a result of economic conditions;

	●	maintenance and expansion of existing industry relationships and develop new industry relationships;

	●	a loss of members of our senior management or other key employees;

	●	uncertainties associated with opening of new campuses and closing existing campuses;

	●	uncertainties associated with integration of acquired schools;

	●	industry competition;

	●	the effect of any cybersecurity incident;

	●	general economic conditions; and

	●	other factors discussed under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Legacy Education Inc.

(dba High Desert Medical College)

(dba Central Coast College)

(dba Integrity College of Health)

(dba Contra Costa Medical Career College)

Condensed Consolidated Financial Statements

for the three and six months

ended December 31, 2025 and 2024

Table of Contents

	Page

Financial Statements:	F-1

Condensed Consolidated Balance Sheets	F-2

Condensed Consolidated Income Statements	F-3

Condensed Consolidated Statements of Stockholders’ Equity	F-4

Condensed Consolidated Statements of Cash Flows	F-5

Notes to Condensed Consolidated Financial Statements	F-6 to F-23

F-1

Legacy Education Inc.

Consolidated Balance Sheets

	December 31, 2025		June 30, 2025 *
	(Unaudited)		*
ASSETS
Current assets
Cash and cash equivalents	$	21,057,325	$	20,316,357
Accounts receivable, net of $2,349,410 and $1,641,052 allowance for doubtful accounts as of December 31, 2025 and June 30, 2025, respectively		17,998,673		15,050,841
Prepaid expenses		2,132,539		1,383,405
Other receivables		628,354		302,424
Total current assets		41,816,891		37,053,027

Property and equipment, net		2,999,421		2,484,304
Operating lease right-of-use asset		14,526,471		15,781,177
Financing lease right-of-use asset		294,708		311,711
Intangible assets		3,848,222		3,858,027
Goodwill		6,847,111		6,852,076
Accounts receivable, long-term		1,881,074		1,966,137
Deferred income tax assets		395,546		395,546
Security deposits		506,089		503,133
Total assets	$	73,115,533	$	69,205,138

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	3,876,128	$	4,929,530
Accrued income tax payable		2,215,721		596,250
Deferred, unearned tuition		5,281,527		4,956,396
Other current liabilities		4,749		3,197
Current portion of debt		560,795		875,350
Debt owed, related party		50,000		50,000
Current portion of financing lease		67,675		63,989
Current portion of operating lease liability		1,992,934		2,306,061
Total current liabilities		14,049,529		13,780,773

Debt, net of current portion		49,455		481,264
Financing lease, net of current portion		75,628		151,420
Other liabilities		-		-
Operating lease liability, net of current portion		12,867,013		13,748,161
Total liabilities		27,041,625		28,161,618

Commitments and contingencies		-

Stockholders’ equity
Preferred stock: $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding		-		-
Common stock: $0.001 par value, 100,000,000 shares authorized, 12,604,386 and 12,452,670 shares issued and outstanding as of December 31, 2025, and June 30, 2025, respectively		12,604		12,453
Additional paid in capital		28,073,941		27,273,365
Retained earnings		17,987,363		13,757,702
Total stockholders’ equity		46,073,908		41,043,520
Total liabilities and stockholders’ equity	$	73,115,533	$	69,205,138

*	Derived from audited information

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

Legacy Education Inc.

Consolidated Income Statements

(Unaudited)

	2025			2024			2025			2024
	For the Three Months Ended December 31,						For the Six Months Ended December 31,
	2025			2024			2025			2024
Revenue
Tuition and related income, net	$	19,184,643		$	13,635,134		$	38,585,666		$	27,640,225

Operating expenses
Educational services		10,292,079			7,479,226			20,613,676			14,683,800
General and administrative		6,105,666			4,349,129			12,213,264			8,315,176
General and administrative – related party		57,250			43,147			206,600			124,200
Depreciation and amortization		173,514			105,839			297,342			186,980
Total costs and expenses		16,628,509			11,977,341			33,330,882			23,310,156

Operating income		2,556,134			1,657,793			5,254,784			4,330,039

Loss on disposal of fixed assets		(3,890	)		-			(3,890	)		-
Interest expenses		(8,183	)		(28,318	)		(52,143	)		(57,668	)
Interest income		330,387			295,522			649,231			556,418
Total other income/(expenses)		318,314			267,204			593,198			498,750

Income before income tax expenses		2,874,448			1,924,997			5,847,982			4,828,819
Income tax expenses		(831,747	)		(525,951	)		(1,618,321	)		(1,339,020	)
Net income	$	2,042,701		$	1,399,046		$	4,229,661		$	3,489,799

Net income per share
Basic net income per share	$	0.16		$	0.11		$	0.34		$	0.32
Diluted net income per share	$	0.15		$	0.10		$	0.30		$	0.29

Weighted average number of common stock outstanding
Basic weighted average shares outstanding		12,574,114			12,254,453			12,536,527			10,787,640
Diluted weighted average shares outstanding		13,858,320			13,417,823			13,923,682			11,951,010

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

Legacy Education Inc.

Consolidated Statements of Changes in Stockholders’ Equity

for the three months and six months ended December 31, 2025 and 2024

(Unaudited)

	Shares		Amount		Shares		Amount		capital			Earnings		Total
	Preferred Stock				Common Stock				Additional paid in			Retained
	Shares		Amount		Shares		Amount		capital			Earnings		Total
Balance, June 30, 2025		-	$	-		12,452,670	$	12,453	$	27,273,365		$	13,757,702	$	41,043,520

Stock-based compensation		-		-		-		-		269,246			-		269,246
Exercise of options		-		-		44,357		44		165,851			-		165,895
Net income		-		-		-		-		-			2,186,960		2,186,960
Balance, September 30, 2025		-		-		12,497,027		12,497		27,708,462			15,944,662		43,665,621

Stock-based compensation		-		-		-		-		295,958			-		295,958
Exercise of options		-		-		18,617		19		69,609			-		69,628
Cashless exercise of warrants						88,742		88		(88	)				-
Net income													2,042,701		2,042,701
Balance, December 31, 2025		-	$	-		12,604,386	$	12,604	$	28,073,941		$	17,987,363	$	46,073,908

	Preferred Stock				Common Stock				Additional paid in			Retained
	Shares		Amount		Shares		Amount		capital			Earnings		Total
Balance, June 30, 2024		-	$	-		9,291,149	$	9,291	$	16,186,251		$	6,223,470	$	22,419,012

Exercise of option		-		-		76,000		76		39,444			-		39,520
Issuance of common stock, net of offering costs		-		-		2,500,000		2,500		7,937,072			-		7,939,572
Stock-based compensation		-		-		-		-		67,031			-		67,031
Net income		-		-		-		-		-			2,090,753		2,090,753
Balance, September 30, 2024		-		-		11,867,149		11,867		24,229,798			8,314,223		32,555,888
Balance		-		-		11,867,149		11,867		24,229,798			8,314,223		32,555,888

True up, reverse split		-		-		2,013		2		(2	)		-		-
Issuance of common stock under acquisition agreement		-		-		118,906		119		999,881			-		1,000,000
Exercise of option		-		-		10,044		10		37,553			-		37,563
Issuance of common stock, net of offering costs		-		-		375,000		375		1,312,401			-		1,312,776
Stock-based compensation		-		-		-		-		109,157			-		109,157
Net income		-		-		-		-		-			1,399,046		1,399,046
Balance, December 31, 2024		-	$	-		12,373,112	$	12,373	$	26,688,788		$	9,713,269	$	36,414,430
Balance		-	$	-		12,373,112	$	12,373	$	26,688,788		$	9,713,269	$	36,414,430

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

Legacy Education Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	2025			2024
	For the six months ended December 31,
	2025			2024
Cash flows provided by (used in) operating activities:
Net income	$	4,229,661		$	3,489,799
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Loss on disposal of fixed assets		3,890			-
Non cash compensation		565,204			176,188
Depreciation & amortization		297,342			186,980
Provision for allowance for doubtful accounts for accounts receivable and contracts receivable		1,129,780			1,621,575
Changes in assets and liabilities:
Accounts receivable		(3,987,584	)		(1,788,302	)
Prepaid expenses		(749,134	)		(246,050	)
Other receivable		(325,930	)		-
Other assets		57,474			(96,367	)
Accounts payable and accrued liabilities		(1,053,399	)		699,149
Income tax payable		1,619,471			(1,287,386	)
Deferred unearned tuition		325,131			1,088,717
Net cash provided by operating activities		2,111,906			3,844,303

Cash flows used in investing activities:
Cash paid under APA		-			(6,133,087	)
Purchases of property and equipment		(789,543	)		(428,091	)
Net cash used in investing activities		(789,543	)		(6,561,178	)

Cash flows provided by (used in) financing activities:
Proceeds from IPO, net of offering cost		-			9,252,349
Proceeds from exercise of options		235,523			77,083
Principal payment on finance lease		(72,106	)		(68,807	)
Principal payments on debt		(744,812	)		(50,173	)
Net cash provided by (used in) financing activities		(581,395	)		9,210,452

Net increase cash and cash equivalents and restricted cash		740,968			6,493,577
Cash and cash equivalents and restricted cash, beginning of year		20,316,357			10,376,149
Cash and cash equivalents and restricted cash, end of period	$	21,057,325		$	16,869,726

Supplemental disclosure of cash flow information
Cash paid during the periods for interest	$	56,326		$	68,496
Cash paid during the periods for income taxes	$	-		$	2,626,407

Supplemental disclosure of noncash activities
Non-cash purchase of equipment	$	-		$	39,275
Prepaid expense reclassifies to offering cost	$	-		$	276,866
Common stock issued as part of APA	$	-		$	1,000,000
Promissory note under APA	$	-		$	400,000
Net identifiable assets acquired under APA	$	-		$	237,023

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

Legacy Education Inc.

Notes to Condensed Consolidated Financial Statements

For the six months ended December 31, 2025 and 2024

(Unaudited)

Note 1 - Nature of Business

For purposes of these financial statements, “Legacy,” the “Company,” “we,” “our,” “us,” or similar references refers to Legacy Education Inc. and its consolidated subsidiaries, unless the context requires otherwise. Legacy Education, LLC was formed on October 19, 2009 in the state of California as a limited liability company. The Company operates as a career institution that focuses on real-life training by utilizing educational practices in different job markets. The Company offers programs in career paths such as healthcare, veterinary, medical information technology, business management, and green technology. The Company’s institutions are accredited by the Accrediting Council for Continuing Education and Training (“ACCET”) or the Accrediting Bureau of Health Education Schools (“ABHES”) and approved to operate in the state of California by the Bureau for Private Postsecondary Education (“BPPE”). The consolidated financial statements include accounts of Legacy Education Inc. d/b/a High Desert Medical College (“HDMC”) and its wholly-owned subsidiary, Legacy Education Monterey LLC (“Monterey”) d/b/a Central Coast College (“CCC”), its wholly-owned subsidiary, Advanced Health Services, LLC d/b/a Integrity College of Health (“Integrity”) and Legacy Education Antioch, LLC (“Antioch”) d/b/a Contra Costa Medical Career College (“CCMCC”). Pursuant to an Agreement and Plan of Merger and Reorganization (the “Reorganization Merger”), dated September 1, 2021, effective as of September 3, 2021 (the “Effective Date”), Legacy Education Merger Sub, LLC, a wholly-owned subsidiary of Legacy Education Inc. formed solely for the purpose of implementing the Reorganization Merger, merged with and into Legacy Education, LLC, with Legacy Education, LLC surviving the merger and becoming a wholly-owned subsidiary of Legacy Education Inc., a corporation formed on March 18, 2020 in the State of Nevada for the sole purpose of restructuring the Company from a member-owned Limited Liability Corporation to a shareholder-owned C-Corporation. On the Effective Date, in exchange for each Class A Unit owned in Legacy Education, LLC, the members of Legacy Education, LLC received one share of common stock in Legacy Education Inc. in a one for one exchange. The members immediately prior to the Reorganization Merger became the 100% owners of Legacy Education Inc. immediately following the Reorganization Merger.

HDMC offers instruction in several programs including, but not limited to, ultrasound technician, ultrasound technician associate of applied science degree, medical billing and coding, vocational nursing, clinical medical assisting, pharmacy technician, dental assisting, medical administrative vocational nursing associate of applied science degree and registered nursing.

CCC, a wholly-owned subsidiary of HDMC, offers instruction in healthcare career training programs, veterinary career training, and additional fields such as accounting.

Integrity, a wholly-owned subsidiary of HDMC, is an accredited college offering instruction in medical assisting, vocational nursing, medical insurance coding and billing, diagnostic medical sonography (ultrasound technician) Bachelors of Science in nursing (RN to BSN), and veterinary assistant.

CCMCC, a wholly owned subsidiary of HDMC effective as of December 18, 2024, is accredited by ACCET and has been granted temporary approval to participate in the Financial Student Aid programs by the Department of Education (“ED”) following the consummation of the transaction discussed below in Note 3. CCMCC offers vocational nursing, surgical technology, sterile processing technician, pharmacy technician, dental assisting, medical assisting, diagnostic medical sonography, EKG/ECG technician, and medical administrative assistant/billing and coding specialist programs.

The accompanying consolidated financial statements, and all per share information contained herein, have been retroactively adjusted to reflect the reverse stock split described in Note 13.

F-6

Legacy Education Inc.

Notes to Condensed Consolidated Financial Statements

For the six months ended December 31, 2025 and 2024

(Unaudited)

Note 2 – Summary of Significant Accounting Principles

Principles of Consolidation

The audited consolidated financial statements include the accounts of HDMC and its wholly owned subsidiaries, CCC, Integrity and CCMCC. All significant intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation Unaudited Interim Financial Information

The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period.

Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on September 25, 2025, for the year ended June 30, 2025.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the assumptions used in the evaluation of the Company’s distinct performance obligations, the valuation of equity instruments and allowance for credit losses related to accounts receivable.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2025 and June 30, 2025 approximately $10.55 million and $10.38 million, respectively, of cash equivalents was held in instruments considered level 1 securities as defined in the “Fair Value of Financial Instruments” note below.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method. Normal repairs and maintenance are expensed as incurred. Expenditures that materially extend the useful life of an asset are capitalized. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Furniture and fixtures, machinery, computer equipment, and vehicles generally have estimated useful lives of 10ten, 7seven, 4four, and five years, respectively. Leasehold improvements are depreciated over the shorter of their lease term or their useful life.

F-7

Legacy Education Inc.

Notes to Condensed Consolidated Financial Statements

For the six months ended December 31, 2025 and 2024

(Unaudited)

Leases

The Company accounts for leases in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842 Leases, which requires the recognition of assets and liabilities by lessees for those leases classified as operating leases under GAAP. The Company determines if an arrangement is a lease at inception and evaluates the lease agreement to determine whether the lease is a finance or operating lease. The guidance requires that a lessee should recognize on the balance sheet a liability to make lease payments and a right-to-use asset representing the Company’s right to use the underlying assets for the term of the lease. The guidance allows a lessee who enters into a lease with a term of 12 months or less to make an accounting policy election by class of underlying assets not to recognize assets and liabilities. Right-of-use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of lease payment over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement to determine the present value of lease payments over the lease term. See Note 12 for more information about the Company’s lease-related obligations.

Goodwill and Intangibles

The Company has implemented the Business Combinations Topic FASB ASC 350, Intangibles - Goodwill and Other. Goodwill represents the excess of the purchase price over the fair market value of the net assets (including intangibles) acquired on December 31, 2019, January 15, 2019 and on December 18, 2024.

Goodwill, tradename, and accreditation are deemed to have an indefinite life, and course curriculum has a definite life of approximately 18 years. Goodwill and indefinite life intangible assets are not amortized but are subject to, at a minimum, annual impairment tests. The Company expenses costs to maintain or extend intangible assets as incurred.

The Company reviews intangible assets (with a definite life), excluding goodwill, accreditation and tradenames, for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. The Company measures the recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. There were no impairments for the periods presented.

The Company tests goodwill, accreditation and trade names for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. There were no goodwill, accreditation or trade names impairments for the periods presented.

The Company amortizes intangible assets with definite lives on a straight-line basis.

Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets for impairment, other than goodwill, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. The Company had no long-lived asset impairments as of December 31, 2025 and June 30, 2025.

Revenue Recognition

Revenue is recognized when control of promised goods or services is transferred to the Company’s customers in an amount of consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company follows the five steps approach for revenue recognition under FASB ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies a performance obligation.

F-8

Legacy Education Inc.

Notes to Condensed Consolidated Financial Statements

For the six months ended December 31, 2025 and 2024

(Unaudited)

The Company identifies a contract for revenue recognition when there is approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and the collectability of consideration is probable. The Company evaluates each contract to determine the number of distinct performance obligations in the contract, which requires the use of judgment. The Company’s contracts include promises for educational services and course materials which are distinct performance obligations.

Tuition revenue is primarily derived from postsecondary education services provided to students. Generally, tuition and other fees are paid upfront and recorded in contract liabilities in advance of the date when education services are provided to the student. A tuition receivable is recorded for the portion of tuition not paid in advance. In some instances, installment billing is available to students which reduces the amount of cash consideration received in advance of performing the service. The contractual terms and conditions associated with installment billing indicate that the student is liable for the total contract price, therefore mitigating the Company’s exposure to losses associated with nonpayment. Tuition revenue is recognized ratably over the instruction period. The Company generally uses the time elapsed method, an input measure, as it best depicts the simultaneous consumption and delivery of tuition services. Revenue associated with distinct course materials is recognized at the point of time when control transfers to the student, generally when the materials are delivered to the student. Revenue associated with lab services is recognized over the period of time when the service is performed.

The Company’s refund policy may permit students who do not complete a course to be eligible for a refund for the portion of the course they did not attend. Refunds generally result in a reduction of deferred revenue during the period that the student drops or withdraws from a class.

The transaction price is stated in the contract and known at the time of contract inception, as such there is variable consideration for situations when a student drops from a program based on the Company’s refund policy and additional charges if a student requires additional hours to complete the program beyond the contracted end date. The Company believes that its experience with these situations is of little predictive value because the future performance of students is dependent on each individual and the amount of variable consideration is highly susceptible to factors outside of the Company’s influence. Accordingly, no variable consideration has been included in the transaction price or recognized as income until the constraint has been eliminated. Revenue is allocated to each performance obligation based on its standalone selling price. Any discounts within the contract are allocated across all performance obligations unless observable evidence exists that the discount relates to a specific performance obligation or obligations in the contract. The Company generally determines standalone selling prices based on prices charged to students.

The Company excludes from revenue taxes assessed by a governmental authority as these are agency transactions collected on their behalf from the customer. Significant judgments include the allocation of the contract price across performance obligations, the methodology for earning tuition ratably over the instruction period, estimates for the amount of variable consideration included in the transaction price as well as the determination of the impact of the constraints preventing the variable consideration from being recognized in revenue.

Disaggregation of Revenue

The tuition and related revenue consist of the following during the three and six months ended December 31, 2025 and 2024:

Schedule of Disaggregation of Revenue

	2025		2024		2025		2024
	For the Three Months Ended December 31,				For the Six Months Ended December 31,
	2025		2024		2025		2024
Tuition and lab fees (recognized over time)	$	16,909,731	$	12,477,378	$	33,831,534	$	24,598,235
Books, registration and other fees (recognized at a point in time)		2,274,912		1,157,756		4,754,132		3,041,990
Total revenue	$	19,184,643	$	13,635,134	$	38,585,666	$	27,640,225

F-9

Legacy Education Inc.

Notes to Condensed Consolidated Financial Statements

For the six months ended December 31, 2025 and 2024

(Unaudited)

Segment Reporting

The Company operates one reportable business segment offering career-focused, post-secondary education services to students at all stages of adult life, from recent high school graduates to working parents, through its accredited academic institutions. The Company’s primary revenue source is derived from educational programs and services provided at its colleges through tuition and lab fees as well as fees for supporting educational programs such as books and registration costs.

Operating as a cohesive educational services company, the Company offers its products and services in the State of California at a series of institutions, using a centralized management approach for all educational services and support functions.

The Chief Executive Officer (“CEO”) serves as the Chief Operating Decision Maker (“CODM”). The CODM evaluates the Company’s performance based on consolidated net income. This measure aligns with the Company’s consolidated financial statements and serves as the basis for resource allocation and performance assessment. The measure of segment assets is reported on the balance sheet as total consolidated assets. The CODM monitors profitability and strategic growth initiatives on a consolidated basis, without disaggregating profit or loss into separate operating segments. The Company determined there are no significant segment expenses that require a separate disclosure. The consolidated net income is used to assess overall company performance, benchmark against industry standards, and identify profitability trends, which guides resource allocation and investment in expansion and program upgrades. The CODM also evaluates company performance using operating income. Operating income provides the CODM with a focused view of the Company’s profitability excluding the effects of financing activities, tax strategies, and other non-operating items. This measure enables the CODM to assess operational efficiency, monitor performance trends, and evaluate the effectiveness of strategies aimed at revenue generation and cost management.

Allowance for Credit Losses

The Company records an allowance for credit losses for estimated losses resulting from the inability, failure or refusal of its students to make required payments, which includes the recovery of financial aid funds advanced to a student for amounts in excess of the student’s cost of tuition and related fees. The Company determines the adequacy of its allowance for doubtful accounts based on an analysis of its historical bad debt experience, current economic trends, and the aging of the accounts receivable and student status. The Company applies reserves to its receivables based upon an estimate of the risk presented by the age of the receivables and student status. The Company writes off account receivable balances of inactive students at the earlier of the time the balances were deemed uncollectible, or one year after the revenue is generated. Bad debt expense is recorded as a general and administrative expense in the accompanying statements of operations. The Company performs an analysis annually to determine which accounts are uncollectable and then writes them off.

Refunds

The Company pays or credits refunds within 45 days of a student’s cancellation or withdrawal for students who have completed 60% or less of the period of attendance based on a pro rata calculation. Once the student has completed more than 60% of a period of attendance, all Title IV funds are considered earned and no refunds are due to ED.

Advertising

The Company expenses advertising cost as incurred. Advertising costs amounted to $1,591,228 and $1,157,699 for the three months ended December 31, 2025, and 2024, respectively. Advertising costs amounted to $3,245,892 and $2,330,376 during the six months ended December 31, 2025, and 2024, respectively. Advertising costs are included in general and administrative expenses on the consolidated income statements.

F-10

Legacy Education Inc.

Notes to Condensed Consolidated Financial Statements

For the six months ended December 31, 2025 and 2024

(Unaudited)

Share-Based Compensation

The Company utilizes FASB 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 Company estimates the fair value of stock-based compensation awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statements of operations. The Company estimates the fair value of stock-based compensation awards using the Black-Scholes model. This model requires the Company to estimate the expected volatility and value of its common stock and the expected term of the stock options, all of which are highly complex and subjective variables. The expected life was calculated based on the simplified method as described by the SEC Staff Accounting Bulletin No. 110, Share-Based Payment. The Company’s estimate of expected volatility was based on the volatility of peers. The Company has selected a risk-free rate based on the implied yield available on U.S. Treasury securities with a maturity equivalent to the expected term of the options. The Company accounts for forfeitures upon occurrence.

Fair Value of Financial Instruments

The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, deferred, unearned tuition, debt and finance lease obligations. The carrying values of the Company’s financial instruments approximate fair value.

FASB ASC 820, Fair Value Measurements (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

Level 1—Quoted market prices for identical assets or liabilities in active markets or observable inputs;

Level 2—Significant other observable inputs that can be corroborated by observable market data; and

Level 3—Significant unobservable inputs that cannot be corroborated by observable market data.

Concentration of Credit Risk

A substantial portion of revenues and ending accounts receivable at December 31, 2025 and June 30, 2025 are a direct result of the Company’s participation in Financial Student Aid (“FSA”) programs, which represents a primary source of student tuition. The FSA programs are subject to political budgetary considerations. There is no assurance that funding will be maintained at current levels. The FSA programs are subject to significant regulatory requirements. Any regulatory violation could have a material effect on the Company.

The Company maintains its cash and cash equivalents in various financial institutions. Accounts at these institutions are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company performs ongoing evaluations of these institutions to limit concentration risk exposure. The Company maintains cash balances in excess of these limits from time to time.

As of December 31, 2025 and June 30, 2025, $10.55 million and $10.38 million, respectively, was maintained in a redeemable money market account bearing interest at approximately 3.84% per annum.

F-11

Legacy Education Inc.

Notes to Condensed Consolidated Financial Statements

For the six months ended December 31, 2025 and 2024

(Unaudited)

Commitments and Contingencies

The Company accrues for a contingent obligation when it is probable that a liability has been incurred and the amount is reasonably estimable. When the Company becomes aware of a claim or potential claim, the likelihood of any loss exposure is assessed. If it is probable that a loss will result and the amount of the loss is estimable, the Company records a liability for the estimated loss. If the loss is not probable or the amount of the potential loss is not estimable, the Company will disclose the claim if the likelihood of a potential loss is reasonably possible and the amount of the potential loss could be material. Estimates that are particularly sensitive to future changes include tax, legal, and other regulatory matters, which are subject to change as events evolve, and as additional information becomes available during the administrative and litigation process. The Company expenses legal fees as incurred.

Income Taxes

GAAP requires management to evaluate tax positions taken by the Company and recognize a tax liability if the Company has taken an uncertain position that is more likely than not would be sustained upon examination by the Internal Revenue Service. Management has analyzed the Company’s tax positions and believes there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statement.

The Company accounts for income taxes payable or refundable for the current year and deferred tax assets and liabilities for future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the temporary differences are expected to be realized.

The Company expenses penalties and interest related to federal and state income taxes as incurred. Penalties, if any, are included in general and administrative expenses on the income statement. The estimated federal and state effective tax rates are 21% and 8.84%, respectively.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find the securities less attractive as a result, there may be a less active trading market for securities and the prices of securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards (that is, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies). The Company intends to take advantage of the benefits of this extended transition period.

Additionally, the Company is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the common stock held by non-affiliates equals or exceeds $250 million as of the as of the last business day of its most recently completed second fiscal quarter, or (2) the annual revenues equaled or exceeded $100 million during its most recently completed fiscal year and the market value of the common stock held by non-affiliates equals or exceeds $700 million as of the last business day of its most recently completed second fiscal quarter.

F-12

Legacy Education Inc.

Notes to Condensed Consolidated Financial Statements

For the six months ended December 31, 2025 and 2024

(Unaudited)

Earnings Per Share

FASB ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS is calculated using the treasury stock method, and reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net income per common share for the three and six months ended December 31, 2025 and 2024:

	2025		2024		2025		2024
	For the Three Months Ended December 31,				For the Six Months Ended December 31,
	2025		2024		2025		2024
Numerator
Net income	$	2,042,701		1,399,046	$	4,229,661	$	3,489,799

Denominator
Weighted-average shares outstanding, basic		12,574,114		12,254,453		12,536,527		10,787,640
Common stock warrants		-		-		-		-
Dilutive impact of share-based instruments		1,284,206		1,163,370		1,387,155		1,163,370
Weighted-average shares outstanding, diluted		13,858,320		13,417,823		13,923,682		11,951,010

Net income per share
Basic	$	0.16	$	0.11	$	0.34	$	0.32
Diluted	$	0.15	$	0.10	$	0.30	$	0.29

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures related to a public entity’s reportable segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. There are aspects of ASU 2023-07 that apply to entities with one reportable segment. The Company adopted this guidance in the fiscal fourth quarter of 2025. The adoption of ASU 2023-07 is reflected in Note 2, “Summary of Significant Accounting Policies - Segment Reporting.”.

Note 3 – Acquisition

On December 18, 2024, Antioch completed its acquisition of CCMCC for a base purchase price of $8,000,000. Under the asset purchase agreement (“APA”), Antioch acquired certain assets and assumed certain liabilities of CCMCC. Under the terms of the APA as consideration for the sale, Antioch paid Sellers $6,600,000 subject to a working capital adjustment, entered into a $400,000 promissory note, described in Note 10, and issued 118,906 shares of HDMC’s common stock with a combined value equivalent to $1,000,000 held in an escrow account for a period of one year. The working capital adjustment was required to equal zero on the transaction date and includes certain acquired assets and assumed liabilities. As of the date of this report, the net working capital adjustment has been determined to be $466,920 for a total purchase price of $7,533,080.

F-13

Legacy Education Inc.

Notes to Condensed Consolidated Financial Statements

For the six months ended December 31, 2025 and 2024

(Unaudited)

The acquisition was accounted for in accordance with the acquisition method of accounting. Under this method, the cost of the target is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess estimated fair values of the identifiable net assets over the amount paid was $7,738,750 which has been allocated between goodwill and other intangible assets and is included on the accompanying consolidated balance sheet.

The following is a summary of the estimated fair values of the assets acquired and liabilities assumed at the date of the acquisition:


Current and other assets	$	2,162,748
Property and equipment		483,036
Total assets acquired		2,645,784
Liabilities assumed (excluding debt - see Note 9)		(2,846,489	)
Net assets acquired	$	(200,705	)

Purchase price	$	7,533,080

Trade name	$	940,000
Accreditation		1,730,000
Course Curriculum		146,000
Goodwill		4,917,785
Total excess purchase price	$	7,733,785

The amounts recorded above related to the acquisition are subject to adjustment as the Company has not yet completed the final allocation of the purchase price. The Company has one year from the date of acquisition to complete its valuation of assets and liabilities assumed.

Following are the supplemental consolidated financial results of the Company and CCMCC on an unaudited pro forma basis, as if the acquisitions had been consummated as of the beginning of the fiscal year 2024 (i.e., July 1, 2023).

	2025		2024
	For the Years Ended June 30,
	2025		2024

Revenue	$	68,180,441	$	53,121,798
Net income	$	8,838,779	$	5,294,148

The pro forma financial information presented above has been prepared by combining the Company’s historical results and the historical results of CCMCC and adjusting those results to reflect the effects of the acquisition as if it occurred on July 1, 2023. These results do not purport to be indicative of the results of operations had the acquisition occurred on the date indicated above, or that may result in the future, and do not reflect potential synergies or additional costs following the acquisition.

Note 4 - Intangible Assets

The Company’s intangible assets consisted of the following as of December 31, 2025 and June 30, 2025:

Schedule of Intangible Assets

	December 31, 2025			June 30, 2025
Goodwill	$	6,847,111		$	6,852,076
Trade name		1,736,100			1,736,100
Accreditation		1,818,200			1,818,200
Course curriculum		344,000			344,000
Total cost of intangibles	$	10,745,411		$	10,750,376
Less accumulated amortization		(50,078	)		(40,273	)
Intangibles net	$	10,695,333		$	10,710,103

F-14

Legacy Education Inc.

Notes to Condensed Consolidated Financial Statements

For the six months ended December 31, 2025 and 2024

(Unaudited)

As of June 30, 2025 and June 30, 2024, no impairment of the Company’s goodwill, nor other intangibles with an indefinite life was required related to its previous acquisitions of CCC, Integrity and CCMCC. The Company recognized $4,902 and $1,253, respectively, in amortization expense for three months ended December 31, 2025 and 2024. The Company recognized $9,805 and $2,506, respectively, in amortization expense for six months ended December 31, 2025 and 2024. Although the ACCET accreditation has an indefinite life, the accreditation requires renewal every five years. CCC’s ACCET accreditation was most recently renewed in April 2025 and its next renewal is in April 2030. CCMCC’s accreditation was most recently renewed in April 2022 and its next renewal is in April 2026. HDMC’s ACCET accreditation was most recently renewed in April 2024 and its next renewal is in April 2029. Although ABHES accreditation has an indefinite life, the accreditation requires renewal every five years. Integrity’s next ABHES accreditation renewal is in February 2026. 100% of goodwill is expected to be deductible for federal income tax purposes and will be amortized over 15 years on a straight-line basis.

Note 5 - Property and Equipment

Property and equipment consist of the following:

SEC Form 10-Q filed by Legacy Education Inc.