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): May 12, 2023

ASPEN GROUP, INC.

(Exact name of registrant as specified inits charter)

Delaware	001-38175	27-1933597
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

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: None

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).

Emerging growth company  ¨

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

---

| 1 |

| --- |

---

Item 1.01 Entry into a Material Definitive Agreement.

On May 12, 2023, Aspen Group, Inc. (the “Company”) entered into a Securities Purchase Agreement with JGB Management Inc., (“JGB") pursuant to which that day the Company sold to JGB a total of approximately $12.4 million in the aggregate principle amount of 15% Senior Secured Debentures (“Debentures”) and five-year warrants to purchase a total of 2,214,114 shares of its common stock at an exercise price of $0.01 per share (the “Warrants”), for total gross proceeds of approximately $11 million, representing an 11% original issue discount on the Debentures, before deducting offering fees and expenses. Approximately $5 million of the proceeds from the offering were used to repay the outstanding borrowings under the Company’s prior credit facility dated November 5, 2018, and after paying fees and expenses associated with this offering, the remaining proceeds will be used for working capital needs. The Company also reimbursed the investors for certain expenses incurred in connection with the offering totaling $90,000.

The 2023 Debentures bear cash interest from May 12, 2023 at an annual rate of 15% payable monthly. The Debentures will mature on May 12, 2026 unless earlier redeemed. The Debentures are subject to monthly redemptions beginning in November 2023. The Company may prepay the Debentures after one year, or any time after May 12, 2024 at a 105% premium. The interest rate on the Debentures is subject to increase to 20% upon the occurrence of an event of default.

The obligations under the Debentures are secured by the assets of the Company pursuant to a Security Agreement, and are guaranteed by the Company’s subsidiaries pursuant to a Subsidiary Guarantee.

The investors also received Warrants, which have a five-year term and contain anti-dilution protection. The warrants are subject to a 4.99% beneficial ownership limitation, subject to potential increase to up to 9.99% with 61 days’ notice.

The Debentures contain affirmative and negative covenants, including affirmative covenants which require the Company to maintain $2 million of restricted cash; maintain at least $20 million of accounts receivable, and maintain enumerated quarterly revenue and quarterly Adjusted EBITDA amounts, among other requirements.

In connection with the Debentures, the holders of Convertible Promissory Notes previously issued by the Company on March 14, 2022 agreed to subordinate their security interests therein to the security interests granted to the holders of the Debentures pursuant to a Subordination Agreement with each such holder.

The foregoing descriptions of the Securities Purchase Agreement, Debentures, Warrants, Security Agreement, Subsidiary Guarantee and Subordination Agreements do not purport to be complete and are qualified in their entirety by the full text of each such document, forms of which are filed as Exhibits 10.1 through 10.6, respectively, to this Current Report on Form 8-K.

Item 2.03 Creation ofa Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information with respect to the Debentures set forth in Item 1.01 above is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information with respect to the Debentures and the Warrants set forth in Item 1.01 above is incorporated by reference in this Item 3.02. The transaction was exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder.

---

Item 7.01 Regulation FDDisclosure.

On May 16, 2023, the Company issued a press release announcing the transaction described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, or the Exchange Act.

| 2 |

| --- |

Item 9.01 FinancialStatements and Exhibits.

---

(d) Exhibits

Exhibit		Incorporated by Reference			Filed or Furnished
#	Exhibit Description	Form	Date	Number	Herewith
10.1	Securities Purchase Agreement*				Filed
10.2	Form of 15% Original Issue Discount Senior Secured Debenture*				Filed
10.3	Form of Warrant*				Filed
10.4	Security Agreement*				Filed
10.5	Subsidiary Guarantee*				Filed
10.6	Form of Subordination Agreement*				Filed
99.1	Press Release date May 16, 2023				Furnished
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document

________________________

* Certain schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the Securities and Exchange Commission upon request.

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.

	ASPEN GROUP, INC.
Date:  May 16, 2023	By:	/s/ Michael Mathews
		Name: Michael Mathews
		Title:   Chief Executive Officer

---

Exhibit 10.1

Exhibit 10.2

Exhibit 10.3

Exhibit 10.4

Exhibit 10.5

Exhibit 10.6

SUBORDINATIONAGREEMENT

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, “Obligor”), a Delaware corporation, and (3) JGB Collateral, LLC, a Delaware limited liability company, having an address at ___________, in its capacity as collateral agent (“Agent”) for the Senior Lenders (as defined below).

Recitals

A.Obligor has requested and/or obtained certain loans or other credit accommodations from the Senior Lenders or is otherwise indebted to the Senior Lenders (which loans, credit accommodations and debts are or may be from time to time be secured by assets and property of Obligor) pursuant to the terms of: (i) those certain 15% Original Issue Discount Senior Secured Debentures in the aggregate original principal amount of $12,389,743 (the “Debentures” and capitalized terms used herein but not defined herein shall have the respective meanings give such terms in the Debentures), dated as of the date hereof, by and among the Company, as the issuer, and each of JGB Capital LP, JGB Partners LP and JGB (Cayman) Ancona LP, as the holders thereof (collectively, the “Senior Lenders”); (ii) that certain Securities Purchase Agreement, dated as of the date hereof, by and among Company, the Senior Lenders and Agent, (iii) that certain Subsidiary Guaranty, dated as of the date hereof, by and among Agent, as beneficiary, and USUI, AUI and any future Subsidiaries of the Company that at any time hereafter agree to guarantee the Company’s obligations under the Debentures, as guarantors, and (iv) the Security Agreement, dated as of the date hereof, by and among Obligor, as grantors, and Agent, as secured party for the benefit of the Senior Lenders, and (v) each other Transaction Document executed by Obligor in favor or for the benefit of the Senior Lenders and/or Agent (the agreements described in clauses (i) through (iv), the “Senior Loan Documents”).

B.Subordinated Lender has extended loans or other credit accommodations to Obligor or Obligor is otherwise indebted to the Subordinated Lender, including without, limitation pursuant to that certain Convertible Promissory Note and Security Agreement dated March 14, 2022, made by the Company in favor of the Subordinated Lender (the “Subordinated Note”) and together with any other promissory notes, loan agreements, evidences of indebtedness, subsidiary guaranties, and/or security instruments (collectively, the “SubordinatedLoan Documents”).

C.Subordinated Lender is willing to subordinate all of Obligor’s indebtedness and obligations to Subordinated Lender pursuant to the Subordinated Loan Documents or otherwise, including, without limitation, all interest, premium payments, make-wholes and other obligations and liabilities arising thereunder whatsoever, whether presently existing or arising in the future (the “Subordinated Debt”) to all of Obligor’s indebtedness and obligations under the Senior Loan Documents, including, without limitation, all interest, premium payments, make-wholes and other obligations and liabilities whatsoever, to the Senior Lenders.

| 1 |

| --- |

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.Subordinated Lender hereby subordinates any security interest and/or lien that Subordinated Lender may have in any assets of Obligor in respect of the Subordinated Loan Documents (the “Junior Liens”) to the security interest and/or liens that Senior Lenders and Agent now or hereafter after acquires in the assets of Obligor pursuant to the Senior Loan Documents (the “Senior Liens”). Notwithstanding the respective dates of attachment or perfection of the Junior Liens and the Senior Liens, the Senior Liens shall at all times be prior and senior to the Junior Liens.

2.All Subordinated Debt is subordinated in right of payment to all obligations of Obligor to the Senior Lenders and Agent, now existing or hereafter arising, under the Senior Loan Documents together with all costs of collecting such obligations, including, without limitation, all accrued and unpaid interest, original issue discount, all premium payments, make-whole payments, exit charges, interest accruing after the commencement by or against Obligor of any bankruptcy, reorganization or similar proceeding, attorneys’ fees, reimbursement obligations, and all other obligations and liabilities of Obligor arising under the Senior Loan Documents (the “Senior Debt”).

3.Subordinated Lender will not demand or receive from Obligor (and Obligor will not pay to Subordinated Lender) all or any part of the Subordinated Debt, by way of payment, prepayment, setoff, lawsuit or otherwise, whether in cash or in kind; provided, however, that notwithstanding the foregoing, so long as no event of default has occurred and is continuing under the Senior Debt or would result from the following payments, the Obligor may pay, and the Subordinated Lender may receive, accept and keep, an aggregate amount not to exceed (i) $85,000 per month for monthly payments of interest on the Subordinated Note, and (ii) $325,000 per year for Subordinated Lender’s documented expenses.

4.Subordinated Lender will not exercise any remedy with respect to the Subordinated Debt or the Junior Liens, nor will Subordinated Lender commence, or cause to commence, prosecute or participate in any administrative, legal or equitable action against any Obligor; provided, however, and without limiting any of the terms and conditions of this Agreement, Subordinated Lender may commence, or cause to commence, prosecute or participate in any administrative, legal or equitable action against any Obligor following the date which is ninety (90) days after the date upon which Subordinated Lender shall have given written notice to the Obligor and the Senior Lenders of its intention to take such action. Notwithstanding the foregoing, Subordinated Lender may (i) file proofs of claim against any Obligor in any proceeding involving such Obligor, (ii) make filings and take other administrative actions to preserve any claims or rights of Subordinated Lender with respect to or against any Obligor, (iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of any claims or rights of Subordinated Lender with respect to or against any Obligor, and (iv) file and pursue equitable remedies with respect to non-compliance with the non-monetary covenants of the Subordinated Loan Documents that do not result in the payment of money by any Obligor.

Subordinated Lender shall promptly deliver to the Senior Lenders in the form received (except for endorsement or assignment by Subordinated Lender where required by the Senior Lenders) for application to the Senior Debt any payment, distribution, security or proceeds received by Subordinated Lender with respect to the Subordinated Debt other than in accordance with this Agreement.

5.In the event of Obligor’s bankruptcy, insolvency, reorganization or any case or proceeding under any bankruptcy or insolvency law or laws relating to the relief of debtors, the provisions of this Agreement shall remain in full force and effect, and the Senior Lenders’ claims against Obligor shall be paid in full before any payment is made to the Subordinated Lender.

| 2 |

| --- |

6.Senior Lenders and Agent shall have the exclusive right to enforce rights, exercise remedies in respect of the Senior Debt and the Senior Liens (including set-off and the right to credit bid the Senior Debt) and make determinations regarding the release, disposition, or restrictions with respect to any collateral for the Senior Debt (the “Collateral”) without any notice to, consultation with or consent of the Subordinated Lender. Subordinated Lender will, in connection with the Senior Lenders’ and Agents’ exercise of their rights and remedies under the Senior Loan Documents, immediately, upon the written request of Senior Lenders, release any Junior Lien in any Collateral foreclosed on or realized upon by the Senior Lenders. Senior Lenders may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder in such order and in such manner as it may determine in its sole discretion and such exercise and enforcement shall include the rights to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction, of a secured creditor under Title 11 of the United States Code (the “Bankruptcy Code”) and under other applicable law.

7.Prior to May 11, 2027, Subordinated Lender will not object to the forbearance by Senior Lenders from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to all or any part of the Collateral.

8.Subordinated Lender agrees that it will not support or vote in favor of any plan of reorganization in any bankruptcy, insolvency or similar proceeding unless such plan either (x) results in the Senior Debt being paid in full in cash on the effective date of such plan, (y) is accepted by the class of holders of the Senior Debt voting thereon and is supported by the Senior Lenders or (z) incorporates this Agreement by reference and continues the rights and priorities of the Senior Lenders and Subordinated Lender after the effective date of such plan.

9.For so long as any of the Senior Debt remains unpaid, Subordinated Lender irrevocably appoints Agent as Subordinated Lender’s attorney-in-fact, and grants to Agent a power of attorney with full power of substitution, in the name of Subordinated Lender or in the name of Agent, for the use and benefit of the Senior Lenders, without notice to Subordinated Lender, to perform at Agent’s option the following acts in any bankruptcy, insolvency or similar proceeding involving Obligor:

(i)To file the appropriate claim or claims in respect of the Subordinated Debt on behalf of Subordinated Lender if Subordinated Lender does not do so prior to 30 days before the expiration of the time to file claims in such proceeding and if Agent elects, in its sole discretion, to file such claim or claims; and

(ii)To accept or reject any plan of reorganization or arrangement on behalf of Subordinated Lender and to otherwise vote Subordinated Lender’s claims in respect of any Subordinated Debt in any manner that Agent deems appropriate for the enforcement of its rights hereunder.

10.In the event of Obligor’s bankruptcy, insolvency, reorganization or any case or proceeding, arrangement or transaction under any federal or state bankruptcy or insolvency law or similar laws or proceedings involving Obligor, for so long as any of the Senior Debt remains unpaid, if the Senior Lenders shall seek to provide Obligor with any financing under Section 364 of the Bankruptcy Code, or the Senior Lenders support or consent to such financing provided by a third party, or consents to any order for the use of cash collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing” or “Cash Collateral Use”), with such DIP Financing or Cash Collateral Use to be secured by all or any portion of the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign laws relating to the relief of debtors) would be Collateral), then Subordinated Lender agrees that it will not raise any objection and will not support, directly or indirectly, any objection to such DIP Financing or Cash Collateral Use nor object to the liens or claims granted in connection therewith on any grounds, including a failure to provide “adequate protection” for the liens, if any, securing any Subordinated Debt (and will not request any adequate protection as a result of such DIP Financing or Cash Collateral Use, and will not support any debtor-in-possession financing or Cash Collateral Use which would compete with such DIP Financing or Cash Collateral Use which is provided to or consented to by the Senior Lenders). In addition, Subordinated Lender agrees that it will not provide nor seek to provide or support any debtor-in-possession financing without the prior written consent of the Senior Lenders and Agent.

| 3 |

| --- |

11.No amendment of the Subordinated Loan Documents shall directly or indirectly modify the provisions of this Agreement in any manner which might terminate or impair the subordination of the Subordinated Debt or the subordination of the Junior Liens. In addition, such instruments shall not be amended in any manner adverse to the Senior Lenders without the prior written consent of the Senior Lenders. For the avoidance of doubt, any amendment that increases the principal amount of the Subordinated Debt, increases the rate of interest payable thereon, advances the maturity date of the Subordinated Date to a date that is earlier than the current maturity date thereof, or imposes more burdensome conditions on Obligor shall be deemed adverse to the Senior Lenders.

12.This Agreement shall remain effective for so long as any Senior Lender has any obligation to make credit extensions to Obligor or Obligor under the Senior Loan Documents owes any amounts to any Senior Lender or Agent on account of the Senior Debt or the Senior Liens. If, at any time after payment in full of the Senior Debt any payments of the Senior Debt must be disgorged by the Senior Lenders for any reason (including, without limitation, the bankruptcy of Obligor), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and Subordinated Lender shall immediately pay over to the Senior Lenders all payments received with respect to the Subordinated Debt to the extent that such payments would have been prohibited hereunder. At any time and from time to time, without notice to Subordinated Lender, the Senior Lenders may take such actions with respect to the Senior Debt as the Senior Lenders in their sole discretion, may deem appropriate, including, without limitation, terminating advances to Obligor, increasing the principal amount of the Debenture (which may include any DIP Financing) but in any event not in excess of $2,500,000 over the original principal amount of the Debentures, extending the time of payment but in any event not past May 11, 2027, increasing applicable interest rates on the Debenture (but not in excess of 20% per annum), renewing, compromising or otherwise amending the terms of any documents affecting the Senior Debt and any Collateral, and enforcing or failing to enforce any rights against Obligor or any other person. No such action or inaction shall impair or otherwise affect the Senior Lenders’ or Agent’s rights hereunder. Obligor shall promptly provide to Subordinated Lender written notice of each action taken in accordance herewith.

13.This Agreement shall bind any successors or assignees of a Subordinated Lender and shall benefit any successors or assigns of the Senior Lenders and/or Agent. This Agreement is solely for the benefit of Subordinated Lender, the Senior Lenders and Agent and not for the benefit of Obligor or any other party. Subordinated Lender has not assigned or transferred any of the Subordinated Debt, any interest therein or any collateral or security pertaining thereto and will not assign or transfer the same to any person unless such transferee has entered into a subordination agreement in respect of the Subordinated Debt in form and substance reasonably satisfactory to Senior Lenders and Agent.

| 4 |

| --- |

14.Subordinated Lender hereby waives the right to assert any claim or cause of action to avoid any transfer to the Senior Lenders contemplated by and made pursuant to the Senior Loan Documents that may exist by virtue of any federal or state statute providing for such avoidance.

15.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16.This Agreement was negotiated in the State of New York, which State the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects, including matters of construction, validity and performance, this Agreement and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed in such State and any applicable law of the United States of America.

17.This Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. Subordinated Lender is not relying on any representations by the Senior Lenders or Obligor in entering into this Agreement, and Subordinated Lender has kept and will continue to keep itself fully apprised of the financial and other condition of Obligor. This Agreement may be amended only by written instrument signed by Subordinated Lender, the Senior Lenders and Agent. The Subordinated Lender has reviewed and is familiar with the Senior Loan Documents.

[signaturepages follow]

| 5 |

| --- |

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

SENIORLENDERS:

By:____________

Name: ____________

Title: ____________

---

---

By:____________

Name: ____________

Title: ____________

By:____________

Name: ____________

Title: ____________

[Senior Lender Signature Page to Subordination Agreement]

| 6 |

| --- |

AGENT:

JGBCOLLATERAL, LLC, as collateral agent

By:____________

Name: ____________

Title: ____________

---

[Agent Signature Page to Subordination Agreement]

| 7 |

| --- |

OBLIGOR:

ASPENGROUP, INC.

By: ________________________________

Name: ______________________________

Title: ______________________________

---

---

UNITEDSTATES UNIVERSITY, INC.

By: ________________________________

Name: ______________________________

Title: ______________________________

---

---

ASPENUNIVERSITY, INC.

---

By: ________________________________

Name: ______________________________

Title: ______________________________

[Obligor’s Signature Page to Subordination Agreement]

---

| 8 |

| --- |

SUBORDINATEDLENDER:

---

By: ________________________________

Name: ______________________________

Title: ______________________________

[Subordinated Parties Signature Page to Subordination Agreement]

| 9 |

| --- |

Exhibit 99.1

FOR IMMEDIATE RELEASE: May 16, 2023

Aspen Group, Inc. AnnouncesClosing 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% original issue discount, fees and other financing expenses, from the issuance of a senior secured debenture. AGI also issued the investors a total of 2.2 million five-year warrants. The Company intends to use the proceeds from the private placement to refinance existing debt and for working capital purposes.

Michael Mathews, Chairman and CEO of Aspen Group, stated, "We are thrilled to announce the successful closure of this financing with the JGB team, which has significantly improved Aspen Group's financial position. This will enable us to effectively manage changes in the timing of financial aid-related cash flow and pay off our outstanding $5 million line of credit. As we continue to work towards achieving our goals, marketing is a key catalyst to increasing enrollment in our highly sought-after Aspen University post-licensure nursing degree programs and USU’s MSN-FNP (Family Nurse Practitioner) degree program, among others. With the implementation of cost reductions which improves our cash flow from operations, we now have the opportunity to increase our marketing budget and position the company to continue maintaining a positive Adjusted EBITDA."

The 36-month debentures, issued on May 11, 2023, bear interest at 15% per annum, are paid monthly, and are not convertible. The AGI’s obligations under the debentures are secured by substantially all of AGI’s and its subsidiaries’ assets. The debentures also contain customary affirmative and negative covenants, events of defaults and other customary terms for senior secured debentures. Each warrant entitles the holder to purchase one share of the company’s common stock at an exercise price of US $0.01 per share for 5-years following the closing date of the offering.

The company filed its Quarterly Report on Form 10-Q for the three months ended January 31, 2023 with the Securities and Exchange Commission today, May 16, 2023. For further details on the terms and covenants related to this financing agreement, please refer to the footnote section in the 10-Q.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the plan to increase marketing and continue to achieve positive Adjusted EBITDA. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include our ability to enroll new students and generate revenue from our new marketing program, the impact of a declining economy, inflation, higher interest rates, the banking crisis, the continued attraction of online learning as COVID-19 has receded, student attrition, the competitive impact from the trend of non-profit universities using online education and consolidation among our competitors. Other risks are included in our filings with the SEC including our Form 10-K for the year ended April 30, 2022. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

About Aspen Group, Inc.

---

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. For more information, visit www.aspu.com.

---

Contact Information:

Hayden IR

Kimberly Rogers

(385) 831-7337

Kim@HaydenIR.com