0001354488-12-002126.txt : 20120503 0001354488-12-002126.hdr.sgml : 20120503 20120503161024 ACCESSION NUMBER: 0001354488-12-002126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120427 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20120503 DATE AS OF CHANGE: 20120503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN GROUP, INC. CENTRAL INDEX KEY: 0001487198 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 271933597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-165685 FILM NUMBER: 12809799 BUSINESS ADDRESS: STREET 1: 2803 ISLE STREET CITY: ROCKLIN STATE: CA ZIP: 95765 BUSINESS PHONE: 530-409-0453 MAIL ADDRESS: STREET 1: 2803 ISLE STREET CITY: ROCKLIN STATE: CA ZIP: 95765 FORMER COMPANY: FORMER CONFORMED NAME: Elite Nutritional Brands, Inc. DATE OF NAME CHANGE: 20111011 FORMER COMPANY: FORMER CONFORMED NAME: Hidden Ladder, Inc. DATE OF NAME CHANGE: 20100315 8-K 1 elit_8k.htm CURRENT REPORT elit_8k.htm
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 27, 2012
 
ASPEN GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
333-165685
  
27-1933597
(State or Other Jurisdiction
  
(Commission
  
(I.R.S. Employer
of Incorporation)
  
File Number)
  
Identification No.)
 
720 South Colorado Boulevard, Suite 1150N, Denver, CO 80246
(Address of Principal Executive Office) (Zip Code)

(646) 450-1843
 (Registrant’s telephone number, including area 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:
 
¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 

Item 3.02    Unregistered Sales of Equity Securities.

On April 27, 2012, Aspen Group, Inc. (“Aspen”) sold $609,000 of secured convertible notes ("Notes") in a private placement offering to 13 accredited investors.  The Notes are convertible into shares of Aspen's common stock at the lesser of: (i) $1.00 or (ii) 95% of the price of common stock (or common stock equivalents) in the next private placement by Aspen  (the “Conversion Price”).  Additionally, Aspen issued 152,250 five-year warrants to the investors, exercisable at the Conversion Price.  Aspen paid Laidlaw & Company (UK) Ltd. a placement agent fee of $65,900 and will issue Laidlaw a number of warrants equal to 10% of the total number of shares issuable to the investors upon conversion of the Notes (which will be based on the Conversion Price).  The net proceeds to Aspen were $514,600.

The Notes and warrants sold have not been registered under the Securities Act of 1933 (the “Act”) and were issued and sold in reliance upon the exemption from registration contained in Section 4(2) of the Act and Rule 506 promulgated thereunder.


 
 
 
 
 
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 2, 2012
By:
/s/ Michael Mathews
  
   
Name: Michael Mathews
  
   
Title:   Chief Executive Officer