8-K

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 inits charter)

276 Fifth Avenue , Suite 505, New York ,

NY 10001

(Address of Principal Executive Office) (ZipCode)

(646) 448-5144

(Registrant’s telephone number, includingarea code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters toa Vote of Security Holders.

On December 15, 2022, the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) of Aspen Group, Inc. (the “Company”) was held. At the 2022 Annual Meeting, the Company’s shareholders voted on the (i) election of six members of the Board of Directors for a one-year term expiring at the next annual meeting of shareholders; (ii) ratification of the appointment of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023 and (iii) approval of an adjournment of the 2022 Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the 2022 Annual Meeting to approve any of the proposals presented for a vote at the 2022 Annual Meeting, all as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 3, 2022.

Set forth below are the voting results on each matter submitted to the shareholders at the 2022 Annual Meeting.

Proposal 1. The Company’s shareholders voted to elect the following six individuals as directors to hold office until the next annual meeting of shareholders:

Proposal 2. The Company’s shareholders voted to ratify the appointment of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023.

As there were sufficient votes to approve proposals 1 and 2, proposal 3 was moot.

Item 9.01 FinancialStatements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.