Under applicable law, is the Learningrx offering considered a security?

According to the 2025 Learningrx Franchise Disclosure Document, the franchise offering is not considered a security under applicable law. This means that the purchase of a Learningrx franchise is not subject to the same regulations and requirements as the sale of stocks, bonds, or other investment securities.

This acknowledgement is included in the document to clarify the legal nature of the franchise offering. It confirms that the agreement between Learningrx and the area developer is a franchise agreement, focusing on the operation and management of multiple franchises, rather than an investment contract where the area developer passively invests money with the expectation of profits primarily derived from the efforts of Learningrx.

Prospective area developers should understand that their success in managing and operating multiple Learningrx franchises will depend largely on their own business abilities and efforts. The FDD emphasizes that the success of the area developer is speculative and depends on many factors, highlighting the importance of independent business acumen. Learningrx encourages potential developers to seek independent advice from legal and other professionals before entering into the agreement, reinforcing the need for informed decision-making.