ASPU / Aspen Group, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

ASPU / Aspen Group, Inc. / Long Focus Capital Management, Llc - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Aspen Group, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 04530L203 (CUSIP Number) Long Focus Capital Management LLC 207 Calle Del Parque A&M Tower, 8th Floor San Juan, PR 00912 (787) 333-0240 (Name, Address and Telephone Number of Pe

JOINT FILING AGREEMENT

EX-1 2 ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-38175 CUSIP NUMBER 04530L203 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: April 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38175 Aspen Group, Inc. (Exact name of registrant as specified in its c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 ASPEN GROUP, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorp

Form of 15% Original Issue Discount Senior Secured Debenture*

Exhibit 10.2

Aspen Group, Inc. Announces Closing of $12.4 Million Private Placement

Exhibit 99.1 FOR IMMEDIATE RELEASE: May 16, 2023 Aspen Group, Inc. Announces Closing of $12.4 Million Private Placement NEW YORK, NY, May 16, 2023 (GLOBE NEWSWIRE) - Aspen Group, Inc. ("AGI") (OTC Pink: ASPU), an education technology holding company, today announced that it has closed on a private placement of debentures with JGB Management Inc. for gross proceeds of $12.4 million, before an 11% o

Subsidiary Guarantee*

Exhibit 10.5

Form of Warrant*

Exhibit 10.3

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 January 31, 2023 or ☐ TRANSITION REPORT PURSUAN

Table of Contents 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 January 31, 2023 or ☐ 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 001-38175 A

Securities Purchase Agreement*

Exhibit 10.1

Security Agreement*

Exhibit 10.4

Form of Subordination Agreement*

Exhibit 10.6 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of May 12, 2023, by and among (1) , as lender (“Subordinated Lender”), (2) ASPEN GROUP, INC. a Delaware corporation (the “Company”), United States University, Inc. (“USUI”), a Delaware corporation, and ASPEN UNIVERSITY, INC. (“AUI” and each of Company, USUI and AUI collectively and individually, “Obligo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 ASPEN GROUP, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

As filed with the Securities and Exchange Commission on April 28, 2023.

As filed with the Securities and Exchange Commission on April 28, 2023. File Nos. 333-215075 333-248932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (Registration No. 333-215075) And Post-Effective Amendment No. 1 To Registration Statement on Form S-8 (Registration No. 333-248932) UNDER THE SECURITIES A

As filed with the Securities and Exchange Commission on April 28, 2023.

As filed with the Securities and Exchange Commission on April 28, 2023. File Nos. 333-215075 333-248932 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (Registration No. 333-215075) And Post-Effective Amendment No. 1 To Registration Statement on Form S-8 (Registration No. 333-248932) UNDER THE SECURITIES A

As filed with the Securities and Exchange Commission on April 28, 2023.

As filed with the Securities and Exchange Commission on April 28, 2023. File Nos. 333-251459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 2 to Registration Statement on Form S-3 (Registration No. 333-251459) UNDER THE SECURITIES ACT OF 1933 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 27-1933597 (State or

Amendment to Consent Agreement dated March 23, 2023

EXHIBIT 99.1

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2023 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38175 Aspen Group, Inc., The Nasdaq Global Market (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 276 Fift

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

Arizona State Board of Nursing 1740 West Adams Street, Suite 2000 Phoenix, AZ 85007-2657 Phone: (602) 771-7800 Homepage: http://www.azbn.gov

EXHIBIT 99.1 Katie Hobbs Joey Ridenour Governor Executive Director Arizona State Board of Nursing 1740 West Adams Street, Suite 2000 Phoenix, AZ 85007-2657 Phone: (602) 771-7800 Homepage: http://www.azbn.gov PRESS RELEASE On February 23, 2023, the Arizona State Board of Nursing voted unanimously to notify Aspen University Bachelors of Science in Nursing (BSN) Program, located in Phoenix, Arizona,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R

ASPU / Aspen Group Inc / MacLean Malcolm F IV - SC 13G/A Passive Investment

SC 13G/A 1 mcleansc13g.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Aspen Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 04530L203 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

JOINT FILING AGREEMENT

EX-1 2 ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

EX-2 3 ex2.htm EXHIBIT 2 Exhibit 2 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Long Focus Capital Management, LLC, a Delaware single member limited liability company Long Focus Capital Master, LTD., a Cayman Islands limited company Condagua, LLC, a Delaware single member limited liability company John B. Helmers, a United States citizen A. Glenn Helmers, a United States citizen

ASPU / Aspen Group Inc / Long Focus Capital Management, Llc - SC 13G/A Passive Investment

SC 13G/A 1 aspen13ga1.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Aspen Group, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 04530L203 (CUSIP Number) Long Focus Capital Management LLC 207 Calle Del Parque A&M Tower, 8th Floor San Juan, PR 00912 (787) 333-0240 (Name,

ASPU / Aspen Group Inc / COOPERMAN LEON G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* ASPEN GROUP, INC. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 04530L203 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 ASPEN GROUP, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2023 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

Issuance Date: WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ASPEN GROUP, INC.

Exhibit 2 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ?SECURITIES ACT?), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR, IN THE OPINION OF COUNSEL TO THE ISSUER OF THESE SECURITIES, SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED.

ASPU / Aspen Group Inc / CALM WATERS PARTNERSHIP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Aspen Group, Inc. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 04530L203 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wisconsin 53202 (414) 273-3500 (Name,

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

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 October 31, 2022 or ☐ TRANSITION REPORT PURSUAN

Table of Contents 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 October 31, 2022 or ? 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 001-38175 A

ASPEN GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

EXHIBIT 99.1 FOR IMMEDIATE RELEASE: December 13, 2022 Aspen Group Reports Revenue of $17.1 million for Second Quarter Fiscal 2023 · Restructuring plan increases year-over-year gross margin to 60% from 51%, and narrows net loss to $(2.3) million from $(2.9) million · Adjusted EBITDA of $0.5 million versus $(0.7) million in prior year quarter · Positive operating cash flow of $1.0 million versus $(1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2022 ASPEN GROUP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

ASPU / Aspen Group Inc / MacLean Malcolm F IV - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Aspen Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 04530L203 (CUSIP Number) November 2, 2022 (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) ☒ Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

DEF 14A 1 aspu14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant [X] Filed by Party other than Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of

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 July 31, 2022 or ☐ TRANSITION REPORT PURSUANT T

Table of Contents 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 July 31, 2022 or ? 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 001-38175 ASPE

ASPEN GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

EXHIBIT 99.1 FOR IMMEDIATE RELEASE: September 13, 2022 Aspen Group Reports Revenue of $18.9 million for First Quarter Fiscal 2023 ? Marketing spend decrease in Q4 2022 resulted in modest revenue decline in Q1 2023 ? Restructuring and lower marketing spend expected to reduce total spending by $4.4 million in Q2 and $4.9 million per quarter in Q3 and Q4 of fiscal year 2023 ? Continued corporate over

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2022 or ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2022 or ? 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 001-38175 ASPEN GRO

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

Equity Distribution Agreement, dated August 18, 2022, by and between Aspen Group, Inc. and Northland Securities, Inc.

EXHIBIT 1.1 ASPEN GROUP, INC. Common Stock ($0.001 par value per share) Equity Distribution Agreement August 18, 2022 Northland Securities, Inc. 150 South Fifth Street, Suite 3300 Minneapolis, MN 55402 Ladies and Gentlemen: Aspen Group, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Northland Securities, Inc. (the ?Agent?), as follows: 1. Issuance and

Aspen Group, Inc. Up to $3,000,000

Filed pursuant to Rule 424(b) (5) Registration No. 333-251459 PROSPECTUS SUPPLEMENT (To the Prospectus dated March 23, 2021) Aspen Group, Inc. Up to $3,000,000 We have entered into an Equity Distribution Agreement (the ?Distribution Agreement?) with Northland Securities, Inc., or Northland, relating to our shares of common stock, $0.001 par value per share, offered by this prospectus supplement an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2022 or ? 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 001-38175 ASPEN GROUP

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

ASPEN GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

EXHIBIT 99.1 FOR IMMEDIATE RELEASE: July 19, 2022 Aspen Group Reports 13% Increase in Revenue to $76.7 million for Fiscal Year 2022 Fourth Quarter 2022 Highlights ? Diligent corporate overhead management drives sequential decline in G&A ? Narrowed net loss to $(2.1) million from $(2.3) million ? Adjusted EBITDA, a non-GAAP financial measure, increased to $0.5 million compared to $(1.3) million in

Certificate of Amendment to Articles of Incorporation

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ASPEN GROUP, INC. Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, Aspen Group, Inc., a Delaware Corporation (the "Corporation"), in order to amend its Certificate of Incorporation, as amended, hereby certifies as follows: FIRST: The name of the Corporation is Aspen Group,

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorp

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorp

Investor Presentation B. Riley Institutional Investor Conference May 2022

Exhibit 99.2 Investor Presentation B. Riley Institutional Investor Conference May 2022 CONFIDENTIAL 1 Organizational Overview Offering a full suite of nursing degree programs through two accredited universities Primary Degree Programs 10,200 Students Bachelor of Science in Nursing (Pre - Licensure) 68% of FY2022 Revenue Primary Degree Programs 3,100 Students 32% of FY2022 Revenue RN Post - Licensu

Aspen Group Announces Preliminary Fourth Quarter and Fiscal Year 2022 Financial Results Fiscal Year 2022 Revenue Increases 13% to $76.7 Million

Exhibit 99.1 FOR IMMEDIATE RELEASE: May 26, 2022 Aspen Group Announces Preliminary Fourth Quarter and Fiscal Year 2022 Financial Results Fiscal Year 2022 Revenue Increases 13% to $76.7 Million NEW YORK, NY, May 26, 2022 (GLOBE NEWSWIRE) - Aspen Group, Inc. ("AGI") (Nasdaq: ASPU), an education technology holding company, today announced preliminary select financial results for the fourth quarter an

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant [X] Filed by Party other than Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Exhibit 2 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Long Focus Capital Management, LLC, a Delaware single member limited liability company Long Focus Capital Master, LTD., a Cayman Islands limited company Condagua, LLC, a Delaware single member limited liability company John B. Helmers, a United States citizen A. Glenn Helmers, a United States citizen

ASPU / Aspen Group Inc / Long Focus Capital Management, Llc - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Aspen Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 04530L203 (CUSIP Number) Long Focus Capital Management LLC 207 Calle Del Parque A&M Tower, 8th Floor San Juan, PR 00912 (787) 333-0240 (Name, Address and Telephone Number of Per

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.

PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

First Amendment to Intercreditor Agreement

EXHIBIT 10.1 FIRST AMENDMENT TO Intercreditor AGREEMENT This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this ?Amendment?) is entered into as of April 22, 2022 by and between , residing at (together with his successors and permitted assigns, ??), solely in his capacity as Servicing Lender (as defined below), , , whose address is (together with its successors and permitted assigns, the ?,?), , a ,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

Consent Agreement dated March 31, 2022

EX-99.1 2 aspuex99z1.htm PRESS RELEASE EXHIBIT 99.1

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

ASPU / Aspen Group Inc / CALM WATERS PARTNERSHIP - SCHEDULE 13D Activist Investment

SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Aspen Group, Inc. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 04530L203 (CUSIP Number) Dennis F. Connolly Godfrey & Kahn, S.C. 833 E. Michigan Street, Suite 1800 Milwaukee, Wisconsin 53202 (414) 273

ASPEN GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

EXHIBIT 99.1 FOR IMMEDIATE RELEASE: March 15, 2022 Aspen Group Reports 14% Revenue Growth for Third Quarter Fiscal 2022 ? Revenue increased to $18.9 million compared to $16.6 million last year ? Business units with highest Lifetime Value (LTV) programs accounted for 56% of revenue ? Net loss of ($3.7) million, including losses of $1.3 million related to new campus expansion ? Received approval to

Subject: March 2022 Transactions

Exhibit 10.6 March 14 2022 Michael Mathews Chairman and Chief Executive Officer Aspen Group, Inc. 276 Fifth Avenue, Suite 505 New York, NY 10001 Subject: March 2022 Transactions Dear Mike: This will confirm the terms on which , a (the ??), located at (together with its successors and permitted assigns, ? Payee?) and , a (??), located at (together with its successors and permitted assigned, ?? and,

Intercreditor Agreement

Exhibit 10.3 INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT (this ?Agreement?) dated as of March 14, 2022 (?Effective Date?) by and among (together with his successors and permitted assigns, ??), solely in his capacity as Servicing Lender (as defined below), , whose address is c/o at his address above (together with its successors and permitted assigns, the ?,?), , a , whose address is , together

THIRD AMENDMENT Dated as of March 14, 2022 to the AMENDED AND RESTATED REVOLVING PROMISSORY NOTE AND SECURITY AGREEMENT Dated as of November 5, 2018

EX-10.5 6 a105-thirdamendmenttoexist.htm EX-10.5 Exhibit 10.5 THIRD AMENDMENT Dated as of March 14, 2022 to the AMENDED AND RESTATED REVOLVING PROMISSORY NOTE AND SECURITY AGREEMENT Dated as of November 5, 2018 This THIRD AMENDMENT TO THE AMENDED AND RESTATED REVOLVING PROMISSORY NOTE AND SECURITY AGREEMENT (this “Amendment”), dated as of March 14, 2022, is entered into by and among ASPEN GROUP, I

REVOLVING PROMISSORY NOTE AND SECURITY AGREEMENT

Exhibit 10.1 REVOLVING PROMISSORY NOTE AND SECURITY AGREEMENT US$10,000,000 New York, New York March 14, 2022 FOR VALUE RECEIVED, the undersigned, ASPEN GROUP, INC., a Delaware corporation having its principal place of business at 276 Fifth Avenue, Suite 505, New York, New York 10001 (?Maker?), HEREBY PROMISES TO PAY as and when due from time to time in accordance with the terms of this revolving

Amendment No. 4 to the Aspen Group, Inc. 2018 Equity Incentive Plan

Exhibit 10.7 Amendment No. 4 to the Aspen Group, Inc. 2018 Equity Incentive Plan Section 4 of the Aspen Group, Inc. 2018 Equity Incentive Plan, as amended (the ?Plan?) is hereby amended by replacing the second sentence of such Section 4 with the following sentence: ?The aggregate number of shares of Common Stock which may be issued pursuant to the Plan is 2,479,009, less any Stock Rights previousl

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

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 January 31, 2022 or ☐ TRANSITION REPORT PURSUAN

Table of Contents 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 January 31, 2022 or ? 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 001-38175 A

CONVERTIBLE PROMISSORY NOTE AND SECURITY AGREEMENT

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

INVESTORS/REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 INVESTORS/REGISTRATION RIGHTS AGREEMENT THIS INVESTORS/REGISTRATION RIGHTS AGREEMENT (the ?Agreement?) is made and entered into as of the 14th day of March, 2022, by and among ASPEN GROUP, INC., a Delaware corporation (the ?Company?) and each of (??) and , a (?;? each of the and is hereinafter sometimes referred to individually as a ?Holder? and collectively as the ?Holders?). WHEREAS

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of

ASPU / Aspen Group Inc / COOPERMAN LEON G - SCHEDULE 13 G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ASPEN GROUP, INC. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 04530L203 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Aspen University is working with the Arizona Board of Nursing to remedy our mutual concerns as quickly and expeditiously as possible. We all recognize that the COVID pandemic has damaged the ability of nearly all academic institutions to meet minimum

Exhibit 99.1 Aspen University is working with the Arizona Board of Nursing to remedy our mutual concerns as quickly and expeditiously as possible. We all recognize that the COVID pandemic has damaged the ability of nearly all academic institutions to meet minimum standards much less excel. We intend to continue to work with the Board to ensure our program meets and exceeds the standards set by the

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2022 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): Decmeber 22, 2021 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

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 October 31, 2021 or ☐ TRANSITION REPORT PURSUAN

Table of Contents 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 October 31, 2021 or ? 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 001-38175 A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2021 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

ASPEN GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

EXHIBIT 99.1 FOR IMMEDIATE RELEASE: December 14, 2021 Aspen Group Reports Revenue of $18.9 million, or 12% Growth, for Second Quarter Fiscal 2022 ? Revenue increased to $18.9 million compared to $17.0 million last year ? Business units with highest LTV degrees accounted for 54% of revenue ? Net loss of ($2.9) million, an improvement of $1.5 million year-over-year NEW YORK ? December 14, 2021 - Asp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant [X] Filed by Party other than Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

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 July 31, 2021 or ☐ TRANSITION REPORT PURSUANT T

Table of Contents 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 July 31, 2021 or ☐ 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 001-38175 ASPE

ASPEN GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

EXHIBIT 99.1 FOR IMMEDIATE RELEASE: September 14, 2021 Aspen Group Reports Record Revenue of $19.4 million or 28% Growth in First Quarter Fiscal 2022 ? Revenue increased to $19.4 million compared to $15.2 million last year ? Business units with highest Lifetime Value (LTV) programs accounted for 55% of revenue ? Net loss of ($0.9) million, unchanged year-over-year ? EBITDA improves to $0.1 million

Issuance Date: July 21, 2021 (the “Issuance Date”) WARRANT FOR THE PURCHASE OF 25,000 SHARES OF COMMON STOCK OF ASPEN GROUP, INC.

Exhibit 10.1 THIS WARRANT (THIS ?WARRANT?) AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ?SECURITIES ACT?), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPE

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2021 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2021 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

Employment Agreement, effective August 16, 2021, by and between the Company and Matthew LaVay

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of August 16, 2021 (the ?Effective Date?), between Aspen Group, Inc., a Delaware corporation (the ?Company?), and Matt LaVay (the ?Executive?). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary processes, sales methods and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2021 or ? 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 001-38175 ASPEN GRO

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2021 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2021 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

Employment Agreement, effective July 21, 2021, by and between the Company and Michael Mathews

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of July 21, 2021 (the ?Effective Date?), between Aspen Group, Inc., a Delaware corporation (the ?Company?), and Michael Mathews (the ?Executive?). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary processes, sales methods

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Aspen University Inc., a Delaware corporation United States University, Inc., a Delaware corporation

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2021 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

CONFIDENTIAL SEVERANCE AGREEMENT

Exhibit 10.13 CONFIDENTIAL SEVERANCE AGREEMENT THIS CONFIDENTIAL SEVERANCE AGREEMENT (the "Agreement") is made and entered into by and between Frank J. Cotroneo (the "Employee") and Aspen Group, Inc. (Aspen Group, Inc. and its subsidiaries, together the "Employer" or the "Company"). WHEREAS, the Employee is a Board Member and is employed as an Officer and the Chief Financial Officer of the Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2021 or ? 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 001-38175 ASPEN GROUP

YoY Increase1

EXHIBIT 99.1 FOR IMMEDIATE RELEASE: July 13, 2021 Aspen Group Reports Record Revenue of $67.8 million or 38% Growth in Fiscal Year 2021 ? BSN Pre-Licensure and USU fourth quarter 2021 revenue accounted for 51% of consolidated revenue ? Introduces Full-year Guidance for Fiscal 2022 NEW YORK, NY ?July 13, 2021 - Aspen Group, Inc. (Nasdaq: ASPU) ("AGI"), an education technology holding company, today

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ASPEN GROUP, INC. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 04530L203 (CUSIP Number) February 26, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Aspen Group, Inc. 276 Fifth Avenue, Suite 505 New York, New York 10001 March 19, 2021

CORRESP 1 filename1.htm Aspen Group, Inc. 276 Fifth Avenue, Suite 505 New York, New York 10001 March 19, 2021 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D. C. 20549 Re: Aspen Group, Inc. Registration Statement on Form S-3 File No. 333-251459 Ladies and Gentlemen: In accordance with Rule 461 promulgated pursuant to the Securities Act

- PRE-EFFECTIVE AMENDMENTT

S-3/A 1 aspus3.htm PRE-EFFECTIVE AMENDMENTT Registration No. 333-251459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 8200 27-1933597 (State or other jurisdiction of incorporation or organizatio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

ASPEN GROUP, INC. 2018 EQUITY INCENTIVE PLAN, as Amended

Exhibit 10.1 ASPEN GROUP, INC. 2018 EQUITY INCENTIVE PLAN, as Amended 1. Scope of Plan; Definitions. (a) This 2018 Equity Incentive Plan (the ?Plan?) is intended to advance the interests of Aspen Group, Inc. (the ?Company?) and its Related Corporations by enhancing the ability of the Company to attract and retain qualified employees, consultants, Officers and directors, by creating incentives and

[Signature Page To Follow]

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of December 1, 2020 (the ?Effective Date?), between Aspen Group, Inc., a Delaware corporation (the ?Company?), and Robert Alessi (the ?Executive?). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary processes, sales methods

Three Months Ended

EX-99.1 2 aspuex99z1.htm PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE: March 16, 2021 Aspen Group Reports 33% Revenue Growth for the Third Quarter of Fiscal Year 2021 BSN Pre-licensure and USU (primarily MSN-FNP) units deliver 51% of consolidated revenue BSN Pre-licensure program has launched in three new metros in the past five months NEW YORK, NY – March 16, 2021 - Aspen Group, Inc. ("Aspen

Quarterly Report - 10-Q

Table of Contents 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 January 31, 2021 or ? 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 001-38175 A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2021 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

Aspen Group, Inc. 276 Fifth Avenue, Suite 505 New York, New York 10001 January 12, 2021

CORRESP 1 filename1.htm Aspen Group, Inc. 276 Fifth Avenue, Suite 505 New York, New York 10001 January 12, 2021 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D. C. 20549 Re: Aspen Group, Inc. Registration Statement on Form S-3 File No. 333-251459 Ladies and Gentlemen: Aspen Group, Inc. (the “Company”) hereby withdraws its acceleration r

Aspen Group, Inc. 276 Fifth Avenue, Suite 505 New York, New York 10001 January 6, 2021

Aspen Group, Inc. 276 Fifth Avenue, Suite 505 New York, New York 10001 January 6, 2021 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D. C. 20549 Re: Aspen Group, Inc. Registration Statement on Form S-3 File No. 333-251459 Ladies and Gentlemen: In accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, Aspen Group, I

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

- REGISTRATION STATEMENT

Registration Statement Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 8200 27-1933597 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number)

Form of Specimen Certificate Representing Common Stock

Specimen Certificate EXHIBIT 4.1 1

Form of Indenture

Form of Indenture EXHIBIT 4.6 ASPEN GROUP, INC. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

Quarterly Report - 10-Q

Table of Contents 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 October 31, 2020 or ☐ 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 001-38175 A

Three Months Ended

Press Release EXHIBIT 99.1 FOR IMMEDIATE RELEASE: December 15, 2020 Aspen Group Reports Year over Year Revenue Increase of 40% to a Record $17.0 Million in the Second Quarter Fiscal Year 2021, Raises Fiscal 2021 Revenue Growth Forecast by 300 Basis Points to 38% NEW YORK, NY –December 15, 2020 - Aspen Group, Inc. ("Aspen Group" or "AGI") (Nasdaq: ASPU), an education technology holding company, tod

- DEFINITIVE PROXY STATEMENT

Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant [X] Filed by Party other than Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant [X] Filed by Party other than Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

- REGISTRATION STATEMENT

Registration Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

2018 Equity Incentive Plan, as amended

2018 EQUITY INCENTIVE PLAN, as Amended EXHIBIT 10.2 ASPEN GROUP, INC. 2018 EQUITY INCENTIVE PLAN, as Amended 1. Scope of Plan; Definitions. (a) This 2018 Equity Incentive Plan (the “Plan”) is intended to advance the interests of Aspen Group, Inc. (the “Company”) and its Related Corporations by enhancing the ability of the Company to attract and retain qualified employees, consultants, Officers and

2012 Equity Incentive Plan, as amended

2012 EQUITY INCENTIVE PLAN, As Amended EXHIBIT 10.1 ASPEN GROUP, INC. 2012 EQUITY INCENTIVE PLAN, As Amended 1. Scope of Plan; Definitions. (a) This 2012 Equity Incentive Plan (the “Plan”) is intended to advance the interests of Aspen Group, Inc. (the “Company”) and its Related Corporations by enhancing the ability of the Company to attract and retain qualified employees, consultants, Officers and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Fiscal Year Quarter Comparison

Press Release EXHIBIT 99.1 FOR IMMEDIATE RELEASE: September 14, 2020 Aspen Group Reports Acceleration of Revenue Growth to 46% and Record Revenue of $15.2 Million for First Quarter Fiscal Year 2021 (All first quarter fiscal year 2021 compares to first quarter fiscal year 2020) · Net loss narrowed to ($0.9 million) or ($0.04) per share, improving from ($2.1 million) or ($0.11) per share · Adjusted

Quarterly Report - 10-Q

Table of Contents 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 July 31, 2020 or ☐ 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 001-38175 ASPE

Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

Equity Distribution Agreement

EQUITY DISTRIBUTION AGREEMENT EXHIBIT 1.1 ASPEN GROUP, INC. $12,309,750 EQUITY DISTRIBUTION AGREEMENT August 31, 2020 Canaccord Genuity LLC 99 High Street, 12th Floor Boston, Massachusetts 02110 Ladies and Gentlemen: Aspen Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as follows: 1. Issuance and Sale of Shar

$12,309,750 Aspen Group, Inc. Common Stock

Prospectus Filed pursuant to Rule 424(b)(5) Registration No. 333-224230 PROSPECTUS SUPPLEMENT (To the Prospectus dated April 18, 2018) $12,309,750 Aspen Group, Inc. Common Stock We have entered into an Equity Distribution Agreement with Canaccord Genuity LLC (“Canaccord”) relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. Pursuant to the t

CREATING VALUE BY TRANSFORMING THE COLLEGE EDUCATION EXPERIENCE Michael Mathews Chairman & Chief Executive Officer July 2020 Nasdaq: ASPU

EXHIBIT 99.1 CREATING VALUE BY TRANSFORMING THE COLLEGE EDUCATION EXPERIENCE Michael Mathews Chairman & Chief Executive Officer July 2020 Nasdaq: ASPU SAFE HARBOR STATEMENT Certain statements in this presentation and responses to various questions include forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the fu

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2020 or ☐ 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 001-38175 ASPEN GRO

NON-QUALIFIED STOCK OPTION AGREEMENT

NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of (the “Grant Date”) between Aspen Group, Inc.

RESTRICTED STOCK UNIT AGREEMENT

RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”), entered into as of (the “Grant Date”), sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“Units”) granted by Aspen Group, Inc.

RESTRICTED STOCK UNIT AGREEMENT

RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”), entered into as of (the “Grant Date”), sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“Units”) granted by Aspen Group, Inc.

SUBSIDIARIES

EX-21.1 6 exhibit211subsidiaries.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES Aspen University Inc., a Delaware corporation Aspen Nursing of Arizona, Inc., an Arizona corporation1 Aspen Nursing of Florida, Inc., a Florida corporation1 Aspen Nursing of Texas, Inc., a Texas corporation1 United States University, Inc., a Delaware corporation 1 Subsidiary of Aspen University, Inc.

EMPLOYMENT AGREEMENT

EX-10.6 2 exhibit106employmentag.htm EX-10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of November 1, 2019 (the “Effective Date”), between Aspen Group, Inc., a Delaware corporation (the “Company”), and Dr. Anne McNamara (the “Executive”). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to,

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2020 or ☐ 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 001-38175 ASPEN GROUP

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorp

Three months ended

EX-99.1 2 aspuex99z1.htm PRESS RELEASE Page 1 of 12 FOR IMMEDIATE RELEASE: July 7, 2020 Aspen Group Fiscal Year 2020 Revenue Grows by 44% or $15 million with 77% of the Revenue Growth or $11.5 Million Delivered to Gross Profit · Fiscal year 2020 revenue increases 44% to $49.1 million from $34.0 million; Fourth quarter revenue grows 38% YoY to $14.1 million · Fiscal year 2020 gross margin increased

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorp

ASPU / Aspen Group Inc. / Goudy Park Capital, L.P. - SC 13G/A Passive Investment

Amended Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

-

Response Letter Aspen Group, Inc. 276 Fifth Avenue, Suite 505 New York, New York 10001 April 14, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Attention: Mr. Tony Watson Re: Aspen Group, Inc. Form 10-K for the Fiscal Year Ended April 30, 2019 Filed July 9, 2019 File No. 1-38175 Dear Mr. Watson: Please find our responses to the

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incor

CREATING VALUE BY TRANSFORMING THE COLLEGE EDUCATION EXPERIENCE Michael Mathews Chairman & Chief Executive Officer March 2020 Nasdaq: ASPU

EXHIBIT 99.1 CREATING VALUE BY TRANSFORMING THE COLLEGE EDUCATION EXPERIENCE Michael Mathews Chairman & Chief Executive Officer March 2020 Nasdaq: ASPU SAFE HARBOR STATEMENT Certain statements in this presentation and responses to various questions include forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the g

Regulation FD Disclosure, Financial Statements and Exhibits

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. E

Quarterly Report - 10-Q

Table of Contents 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 January 31, 2020 or ☐ 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 001-38175 A

Financial Statements and Exhibits, Results of Operations and Financial Condition

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. E

Three months ended

Press Release EXHIBIT 99.1 FOR IMMEDIATE RELEASE: March 10, 2020 Aspen Group Reports Record Revenue of $12.5 Million in the Third Quarter Fiscal Year 2020, Delivering 48% Growth Year-over-Year Revenue Growth Reflects Business Shift to Higher LTV Programs; Aspen BSN Pre-Licensure and USU Increased to 42% of Revenue, Up from 25% in Third Quarter 2019 Liquidity at Quarter End Improves to a Record $26

Subject: Loan to Aspen Group, Inc.

Exhibit 10.7 January 15, 2020 Michael Mathews Chairman and Chief Executive Officer Aspen Group, Inc. 276 Fifth Avenue, Suite 505 New York, NY 10001 Subject: Loan to Aspen Group, Inc. Dear Mike: This will confirm the terms on which (together with its successors and permitted assigns, “Payee”) has agreed to amend and restate that certain Term Promissory Note and Security Agreement (the “Original Not

Other Events

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S

ASPU / Aspen Group Inc. / Goudy Park Capital, L.P. - SC 13G/A Passive Investment

Amended Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S.

ASPU / Aspen Group Inc. / WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Aspen Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 04530L203 (CUSIP Number) 12/31/2019 (Date of Event Which Req

Regulation FD Disclosure, Financial Statements and Exhibits

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S.

Michael Mathews Chairman & Chief Executive Officer January 29, 2020 Nasdaq: ASPU Creating Value by Transforming the College Education Experience

EXHIBIT 99.1 Michael Mathews Chairman & Chief Executive Officer January 29, 2020 Nasdaq: ASPU Creating Value by Transforming the College Education Experience Safe Harbor Statement Certain statements in this presentation and responses to various questions include forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding c

Form of Investors/Registration Rights Agreement dated January 22, 2020

Form of Investors/Registration Rights Agreement EXHIBIT 10.3 INVESTORS/REGISTRATION RIGHTS AGREEMENT THIS INVESTORS/REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of January, 2020, by and among ASPEN GROUP, INC., a Delaware corporation (the “Company”) and each of (“”) and , a (“;” each of the and is hereinafter sometimes referred to individually as a “H

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S.

Form of Amended and Restated Convertible Promissory Note and Security Agreement dated January 22, 2020

Form of Amended and Restated Convertible Promissory Note and Security Agreement EXHIBIT 10.

Aspen Group Strengthens Balance Sheet to Begin 2020

Press Release EXHIBIT 99.1 FOR IMMEDIATE RELEASE: January 23, 2020 Aspen Group Strengthens Balance Sheet to Begin 2020 $10 Million of Secured Debt Exchanged for $10 Million Secured Convertible Notes Lowering Interest Costs NEW YORK, NY – January 23, 2020 – Aspen Group, Inc. (NASDAQ: ASPU) (“the Company” or “Aspen” or “AGI”), an education technology holding company, today announced the closing of t

Form of Amended and Restated Revolving Promissory Note and Security Agreement dated January 22, 2020

Form of Amended and Restated Revolving Promissory Note and Security Agreement EXHIBIT 10.

2,100,000 shares Aspen Group, Inc. Common Stock

Prospectus Filed pursuant to Rule 424(b)(5) Registration No. 333-224230 PROSPECTUS SUPPLEMENT (To the Prospectus dated April 18, 2018) 2,100,000 shares Aspen Group, Inc. Common Stock We are offering 2,100,000 shares of our common stock. Our common stock is traded on The Nasdaq Global Market under the symbol “ASPU.” On January 15, 2020, the last reported sales price of our common stock on The Nasda

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S.

Underwriting Agreement, dated as of January 17, 2020, by and between Aspen Group, Inc. and Canaccord Genuity LLC

Underwriting Agreement EXHIBIT 1.1 UNDERWRITING AGREEMENT January 17, 2020 Canaccord Genuity LLC As the Representative of the Several underwriters named in Schedule I hereto 99 High Street, 11th Floor Boston, Massachusetts 02110 Ladies and Gentlemen: Aspen Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell (the “Offer

Subject to Completion, Dated January 16, 2020

Prospectus Supplement Filed pursuant to Rule 424(b)(5) Registration No. 333-224230 The information in this prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securiti

Regulation FD Disclosure

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2020 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S.

Submission of Matters to a Vote of Security Holders

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S

Subject to Completion, Dated December 12, 2019

Prospectus Supplement Filed pursuant to Rule 424(b)(5) Registration No. 333-224230 The information in this prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securiti

Regulation FD Disclosure, Financial Statements and Exhibits

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S

Michael Mathews Chairman & Chief Executive Officer December 11, 2019 Nasdaq: ASPU Creating Value by Transforming the College Education Experience LD Micro Main Event 2019

EXHIBIT 99.1 Michael Mathews Chairman & Chief Executive Officer December 11, 2019 Nasdaq: ASPU Creating Value by Transforming the College Education Experience LD Micro Main Event 2019 Safe Harbor Statement Certain statements in this presentation and responses to various questions include forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, includ

Quarterly Report - 10-Q

Table of Contents 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 October 31, 2019 or ☐ 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 001-38175 A

Financial Statements and Exhibits, Results of Operations and Financial Condition

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S

Three months ended

Press Release EXHIBIT 99.1 FOR IMMEDIATE RELEASE: December 10, 2019 Aspen Group Reports Record Revenue of $12.1 Million in the Second Quarter Fiscal Year 2020, Accelerating to 49% Growth Year-over-Year Net Loss Improves to ($0.6) Million as All Three Business Units Deliver Profitability on a Net Income Basis Company EBITDA Positive (a non-GAAP financial measure), Delivering $0.5 Million or 4% marg

Employment Agreement between the Company and Robert Alessi dated December 1, 2019.

EX-10.2 3 aspuex10z2.htm EMPLOYMENT AGREEMENT EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of December 1, 2019 (the “Effective Date”), between Aspen Group, Inc., a Delaware corporation (the “Company”), and Robert Alessi (the “Executive”). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not li

Employment Agreement between the Company and Frank Cotroneo dated December 2, 2019.

Employment Agreement EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of December 2, 2019 (the “Effective Date”), between Aspen Group, Inc., a Delaware corporation (the “Company”), and Frank J. Cotroneo (the “Executive”). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S

Financial Statements and Exhibits, Results of Operations and Financial Condition

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S

Investor Presentation – November 2019

Investor Presentation EXHIBIT 99.1

ASX:APZ / ASPEN GROUP DEF 14A - - DEFINITIVE PROXY STATEMENT

Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant [X] Filed by Party other than Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted

Financial Statements and Exhibits, Results of Operations and Financial Condition

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S

Aspen Group Reports Record Revenue of $10.4 Million in the First Quarter Fiscal Year 2020, an Increase of 43% Year-over-Year Gross Margin Increases 1,000 Basis Points to 56%; Cash Used in Operations Declines by 50% Year-over-Year

Press Release EXHIBIT 99.1 FOR IMMEDIATE RELEASE: September 9, 2019 Aspen Group Reports Record Revenue of $10.4 Million in the First Quarter Fiscal Year 2020, an Increase of 43% Year-over-Year Gross Margin Increases 1,000 Basis Points to 56%; Cash Used in Operations Declines by 50% Year-over-Year NEW YORK, NY –September 9, 2019 - Aspen Group, Inc. (Nasdaq: ASPU)( “the Company or AGI”), an educatio

Quarterly Report - QUARTERLY REPORT

Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2019 or ¨ 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 001-38175 ASPEN

ASX:APZ / ASPEN GROUP 10-K/A - Annual Report - AMENDED ANNUAL REPORT

Amended 10K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2019 or ¨ 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 001-381

Investor Presentation August 8, 2019 Nasdaq : ASPU 1

Exhibit 99.1 Investor Presentation August 8, 2019 Nasdaq : ASPU 1 Safe Harbor Statement Certain statements in this presentation and responses to various questions include forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding continued growth in nursing opportunities, expected increase in our market share, the future

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

ASX:APZ / ASPEN GROUP 10-K/A - Annual Report - AMENDED ANNUAL REPORT

Amended Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Em

Financial Statements and Exhibits, Results of Operations and Financial Condition

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Emp

Lifetime Value (LTV)

Press Release EXHIBIT 99.1 FOR IMMEDIATE RELEASE: July 9, 2019 Aspen Group Reports Record Revenues of $34 Million in Fiscal Year 2019, an Increase of 55% Year-Over-Year Enrollments Rose 36% Year-Over-Year, Delivering a 90% Increase in Bookings NEW YORK, NY –July 9, 2019 - Aspen Group, Inc. (Nasdaq: ASPU)( “AGI”), an education technology holding company, today announced financial results for its 20

Form 10-K

Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2019 or ¨ 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 001-38175 ASPEN GROUP, IN

Certificate of Incorporation, as amended

CERTIFICATE OF INCORPORATION, AS AMENDED EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF ASPEN GROUP, INC. 1. The name of the corporation is Aspen Group, Inc. (the “Company”). 2. The address of its registered office in the State of Delaware, County of New Castle, is Vcorp Services, LLC, 1811 Silverside Road, Wilmington, Delaware 19810. 3. The nature of the business or purposes to be conducted or promo

Description of securities registered under Section 12 of the Exchange Act of 1934

DESCRIPTION OF SECURITIES EXHIBIT 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Capital Stock Aspen Group, Inc. (the “Company”) is authorized to issue (i) 40,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and (ii) 1,000,000 shares of “blank check” preferred stock, par value $0.001 per share, with such rights, prefe

Certificate of Amendment of Certificate of Incorporation, as amended.

EX-3.1 2 aspuex3z1.htm CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ASPEN GROUP, INC. Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware, Aspen Group, Inc., a Delaware Corporation (the “Corporation”), in order to amend its Certificate of Incorporation, as amended, here

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Em

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Emp

New Student Enrollments

Press Release EXHIBIT 99.1 FOR IMMEDIATE RELEASE: June 4, 2019 Aspen Group, Inc. Announces Preliminary Fiscal 2019 Fourth Quarter Financial Results Revenues sequentially increase $1.7 million or 20% to $10.2 million; Net Loss and EBITDA Loss Declines Sequentially by 32% and 58%, respectively Company Delivers Positive Adjusted EBITDA ($0.1 million or 1% Margin) Representing Leverage of 69% NEW YORK

Investor Presentation June, 2019 Nasdaq : ASPU 1

EXHIBIT 99.2 Investor Presentation June, 2019 Nasdaq : ASPU 1 Safe Harbor Statement Certain statements in this presentation and responses to various questions include forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding continued growth in nursing opportunities , expected increase in our market share, expected effic

ASX:APZ / ASPEN GROUP DEF 14A - - DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ASX:APZ / ASPEN GROUP PRE 14A PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. E

Form of Warrant for the Purchase of 100,000 shares of common stock, dated March 6, 2019

Form of Warrant THIS WARRANT (THIS “WARRANT”) AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR, IN THE OPINION OF COUNSEL TO THE ISSUER OF THESE SECURITIES, SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED.

Form of Intercreditor Agreement, dated March 6, 2019

Form of Intercreditor Agreement EXHIBIT 10.3 INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT (this “Agreement”) dated as of this 6th day of March, 2019, by and among , an individual residing at (together with his successors and permitted assigns, “”), solely in his capacity as Servicing Lender (as defined below), whose address is (together with its successors and permitted assigns, “”), , whose ad

Form of Loan Agreement, dated March 6, 2019

Form of Loan Agreement EXHIBIT 10.2 March 6, 2019 Michael Mathews Chairman and Chief Executive Officer Aspen Group, Inc. 276 Fifth Avenue, Suite 505 New York, NY 10001 Subject: AS Educational Investments, LLC Loan to Aspen Group, Inc. Dear Mike: This will confirm the terms on which (“”), has agreed to loan to Aspen Group, Inc. (the “Company”) five million U.S. dollars (US$5,000,000) for a term of

Form of Term Promissory Note and Security Agreement dated March 6, 2019

Form of Term Promissory Note and Security Agreement EXHIBIT 10.1 TERM PROMISSORY NOTE AND SECURITY AGREEMENT US$5,000,000 New York, New York March 6, 2019 FOR VALUE RECEIVED, the undersigned, ASPEN GROUP, INC., a Delaware corporation having its principal place of business at 276 Fifth Avenue, Suite 505, New York, New York 10001 (“Maker”), HEREBY PROMISES TO PAY as and when due from time to time in

Amended and Restated Revolving Promissory Note and Security Agreement, dated March 6, 2019

Amended and Restated Revolving Promissory Note and Security Agreement EXHIBIT 10.5 AMENDED AND RESTATED REVOLVING PROMISSORY NOTE AND SECURITY AGREEMENT US$5,000,000 New York, New York November 5, 2018 FOR VALUE RECEIVED, the undersigned, ASPEN GROUP, INC., a Delaware corporation having its principal place of business at 276 Fifth Avenue, Suite 505, New York, New York 10001 (“Maker”), HEREBY PROMI

ASX:APZ / ASPEN GROUP QUARTERLY REPORT (Quarterly Report)

Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2019. OR o 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: 001-38175

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Em

Termination of a Material Definitive Agreement

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2019 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S

ASPU / Aspen Group Inc. / WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Aspen Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 04530L203 (CUSIP Number) 12/31/2018 (Date of Event Which Requ

ASPU / Aspen Group Inc. / Goudy Park Capital, L.P. - SC 13G/A Passive Investment

Amended Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ASPU / Aspen Group Inc. / Kinderhook 2 GP, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A* Under the Securities Exchange Act of 1934 (Amendment No. 3)* Aspen Group, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 04530L104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of the Statement) Check the appropriate box to designate the rule pursuant

Submission of Matters to a Vote of Security Holders

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2018 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S

For the Three Months Ended

Press Release EXHIBIT 99.1 FOR IMMEDIATE RELEASE: December 10, 2018 Aspen Group Reports 67% Revenue Growth to $8.1 Million in Second Quarter of Fiscal 2019, and 12% Growth Sequentially Cash Used in Operations Declines by $1.3 Million Sequentially, a 38% Improvement NEW YORK, NY – December 10, 2018 - Aspen Group, Inc. (Nasdaq: ASPU) “AGI”, an education technology holding company, today announced fi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2018 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S

Investor Presentation December, 2018Nasdaq: ASPU 1 Aspen Group, Inc. is an education technology holding company that leverages its infrastructure and expertise to allow its two universities, Aspen University and United States University, to deliver o

EXHIBIT 99.2 Investor Presentation December, 2018Nasdaq: ASPU 1 Aspen Group, Inc. is an education technology holding company that leverages its infrastructure and expertise to allow its two universities, Aspen University and United States University, to deliver on the vision of making college affordable again. 2 Safe Harbor Statement Certain statements in this presentation and responses to various

ASX:APZ / ASPEN GROUP QUARTERLY REPORT (Quarterly Report)

Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2018. OR o 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: 001-38175

Other Events

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2018 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S.

ASX:APZ / ASPEN GROUP S-8 POS

S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— Post-Effective Amendment No. 1 to Form S-8 ——————— REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 27-1933597 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 276 Fifth Av

Regulation FD Disclosure, Financial Statements and Exhibits

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2018 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S

Investor PresentationNasdaq: ASPU November 2018 1 Aspen Group, Inc. is an education technology holding company that leverages its infrastructure and expertise to allow its two universities, Aspen University and United States University, to deliver on

EXHIBIT 99.1 Investor PresentationNasdaq: ASPU November 2018 1 Aspen Group, Inc. is an education technology holding company that leverages its infrastructure and expertise to allow its two universities, Aspen University and United States University, to deliver on the vision of making college affordable again. 2 Safe Harbor Statement Certain statements in this presentation and responses to various

Loan Agreement, dated November 5, 2018

Loan Agreement EXHIBIT 10.1 November 5, 2018 Michael Mathews Chairman and Chief Executive Officer Aspen Group, Inc. 276 Fifth Avenue, Suite 306, New York, New York 10001 Subject: The Leon and Toby Cooperman Family Foundation Loan to Aspen Group, Inc. Dear Mike: This will confirm the terms on which The Leon and Toby Cooperman Family Foundation (the “Lender”) has agreed to loan to Aspen Group, Inc.

Revolving Promissory Note, dated November 5, 2018

EX-10.2 4 aspuex10z2.htm REVOLVING PROMISSORY NOTE EXHIBIT 10.2 REVOLVING PROMISSORY NOTE US$5,000,000 New York, New York November 5, 2018 FOR VALUE RECEIVED, the undersigned, ASPEN GROUP, INC., a Delaware corporation having its principal place of business at 276 Fifth Avenue, Suite 306, New York, New York 10001 (“Maker”), HEREBY PROMISES TO PAY as and when due from time to time in accordance with

Warrant to purchase 92,049 shares of common stock, dated November 5, 2018

EX-4.1 2 aspuex4z1.htm WARRANT EXHIBIT 4.1 THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LA

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2018 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S.

ASX:APZ / ASPEN GROUP DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Aspen Group, Inc. 2018 Equity Incentive Plan*

Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2018 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.

September, 2018Nasdaq: ASPU 1 2 Safe Harbor Statement Certain statements in this presentation and responses to various questions include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including

EXHIBIT 99.1 September, 2018Nasdaq: ASPU 1 2 Safe Harbor Statement Certain statements in this presentation and responses to various questions include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding USU’s future role with family nurse practitioner’s, projected gross margins, assumptions regarding LTV, and our low

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2018 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S

Employment Agreement dated September 11, 2018 - Janet Gill*

EMPLOYMENT AGREEMENT EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 11, 2018 (the “Effective Date”), between Aspen Group, Inc., a Delaware corporation (the “Company”), and Janet Gill (the “Executive”). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary proc

Employment Agreement dated September 11, 2018 - Joseph Sevely*

EMPLOYMENT AGREEMENT EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 11, 2018 (the “Effective Date”), between Aspen Group, Inc., a Delaware corporation (the “Company”), and Joseph Sevely (the “Executive”). WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary p

ASX:APZ / ASPEN GROUP QUARTERLY REPORT (Quarterly Report)

Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2018 OR o 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: 001-38175 Aspe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2018 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

Aspen Group Revenue Growth Rate Accelerates to 70% in the First Quarter of Fiscal 2019 Aspen University’s Core Business Enrollments in August Set Historical Records by Over 25%

Press Release EXHIBIT 99.1 FOR IMMEDIATE RELEASE: September 6, 2018 Aspen Group Revenue Growth Rate Accelerates to 70% in the First Quarter of Fiscal 2019 Aspen University’s Core Business Enrollments in August Set Historical Records by Over 25% NEW YORK, NY – September 6, 2018 - Aspen Group, Inc. (Nasdaq: ASPU), an education technology holding company, today announced financial results for its 201

August, 2018Nasdaq: ASPU 1 2 Safe Harbor Statement Certain statements in this presentation and responses to various questions include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including sta

EXHIBIT 99.1 August, 2018Nasdaq: ASPU 1 2 Safe Harbor Statement Certain statements in this presentation and responses to various questions include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding USU’s future role with family nurse practitioner’s, projected gross margins, assumptions regarding LTV, and our low cus

Regulation FD Disclosure, Financial Statements and Exhibits

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2018 ASPEN GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-38175 27-1933597 (State or Other Jurisdiction (Commission (I.R.S.

ASX:APZ / ASPEN GROUP AMENDED ANNUAL REPORT (Annual Report)

10K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2018 or ¨ 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 000-55107 ASP