UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report Pursuant to Section 13 or 15(d) of

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

August 7, 2018 (August 4, 2018)

Date of Report (Date of earliest event reported):

~~Learning~~October ~~Tree International~~3, ~~Inc.~~2018 (October 1, 2018)

~~(Exact~~LEARNING ~~Name~~TREE ofINTERNATIONAL, ~~Registrant as Specified in Charter)~~ INC.

Delaware	000-27248	95-3133814
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
13650 Dulles Technology Drive, Herndon, Virginia		20171
(Address of Principal Executive Offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

~~Registrant’s Telephone Number, Including Area Code: (703) 709-9119~~ ____________________________

(Former Name or Former Address, if Changed Since Last Report)

Delaware	000-27248	95-3133814
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

13650 Dulles Technology Drive Suite 400 Herndon, VA		20171
(Address of principal executive offices)		(Zip Code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode: ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~ (~~see General Instruction A.2. below~~703): 709-9119

☐Not ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~Applicable

☐(Former ~~Soliciting~~name ~~material~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~14a-12~~changed ~~under~~since ~~the~~last ~~Exchange Act (17 CFR 240.14a-12~~report)

☐Check ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.14d-2(b))~~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))

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 ☐

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 2.0203. ~~Results~~Creation of ~~Operations~~a ~~and~~Direct Financial ~~Condition~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

OnEffective ~~August 7~~October 1, 2018, Learning Tree International, Inc. (the “~~Company~~Learning Tree”) ~~issued~~borrowed a$1.0 million ~~press~~(the ~~release~~“October ~~setting~~Advance”) ~~forth~~under its ~~results~~Line of ~~operations~~Credit ~~for~~Agreement ~~its~~(the ~~third~~“Credit ~~quarter~~Agreement”), ofdated ~~fiscal~~as ~~year~~of June 29, 2018, ~~which~~with ~~ended~~The ~~June~~Kevin 29Ross Gruneich Legacy Trust (the “Trust”). The Credit Agreement provides Learning Tree with the ability to borrow up to $5.0 million, ~~2018~~and immediately following the October Advance, the aggregate principal amount outstanding under the Credit Agreement was $3.0 million. AAs ~~copy~~previously disclosed, the principal amount of sums borrowed by Learning Tree under the ~~press~~Credit ~~release~~Agreement ismay ~~furnished~~be asconverted ~~Exhibit~~by ~~99.~~the Trust into shares of common stock of Learning Tree at any time during the term of the Credit Agreement at a conversion price of $1.00 per share, subject to ~~this~~downward ~~Current~~adjustment ~~Report~~pursuant onto ~~Form~~the ~~8-K~~terms of the Credit Agreement.

The ~~information~~foregoing ~~furnished~~description ~~under~~of ~~Item 2.02~~certain ~~and~~terms ~~Item 9.01~~ of ~~this~~the ~~Current~~Credit ~~Report~~Agreement ondoes ~~Form~~not ~~8-K,~~purport ~~including~~to ~~the~~be ~~exhibit,~~complete ~~shall~~and ~~not~~is bequalified ~~deemed~~in ~~“filed”~~its ~~for~~entirety ~~purposes~~by ofreference ~~Section 18~~to of the ~~Securities~~description ~~Exchange Act~~ of ~~1934,~~the asCredit ~~amended,~~Agreement orcontained ~~otherwise~~in ~~subject~~Items 1.01 toand ~~liabilities~~2.03 ~~under~~of ~~that~~Learning ~~Section,~~Tree’s ~~nor~~Form 8-K ~~shall~~filed iton beJuly 2, ~~deemed~~2018 ~~incorporated~~and byto ~~reference in any registration statement or other filings of~~ the ~~Company~~Credit ~~under~~Agreement ~~the~~attached ~~Securities~~as ~~Act~~Exhibit of10.2 ~~1933~~thereto, aswhich ~~amended,~~is ~~except~~incorporated asherein ~~shall be set forth~~ by ~~specific~~ reference ~~in such filing~~.

~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~2

(b)

On August 4, 2018, Dr. John R. Phillips and Dr. Henri Hodara, directors of the Company, each submitted their resignations as directors on the Company’s Board of Directors, which became effective that same day. The Company expresses its gratitude and appreciation for Dr. Phillips and Dr. Hodara’s many contributions to the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

99.1 Press release dated August 7, 2018.

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: August 7, 2018	LEARNING TREE INTERNATIONAL, INC.
	LEARNING TREE INTERNATIONAL, INC.
Date: October 3, 2018
	By:	/s/ David W. Asai
		David W. Asai
		David W. Asai, Chief Financial Officer
		Chief Financial Officer (Principal Financial Officer)

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