aspu_8k.htm

0001354488-12-005167.txt : 20121004 0001354488-12-005167.hdr.sgml : 20121004 20121004161633 ACCESSION NUMBER: 0001354488-12-005167 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20120928 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121004 DATE AS OF CHANGE: 20121004 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: 121129749 BUSINESS ADDRESS: STREET 1: 720 SOUTH COLORADO BOULEVARD STREET 2: SUITE 1150N CITY: DENVER STATE: CO ZIP: 95765 BUSINESS PHONE: 646-450-1843 MAIL ADDRESS: STREET 1: 720 SOUTH COLORADO BOULEVARD STREET 2: SUITE 1150N CITY: DENVER STATE: CO 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 aspu_8k.htm CURRENT REPORT aspu_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): September 28, 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:

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))

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

Effective September 28, 2012, Aspen Group, Inc. (the “Company”) increased the authorized shares available under its 2012 Equity Incentive Plan to 5,600,000 shares. Additionally, the Company granted 100,000 five-year stock options to John Scheibelhoffer, Michael D'Anton, Paul Schneier, C. James Jensen and David Pasi, directors of the Company, replacing the stock options granted to these directors by Aspen University, Inc., the Company’s wholly-owned subsidiary, in May 2011. One-third of the options are fully vested and the remaining will vest in two equal annual increments with the first vesting date being May 20, 2013, subject to continued service as of each applicable vesting date. The options are exercisable at $0.35 per share. Additionally, Sanford Rich, a director, was granted 100,000 five-year stock options exercisable at $0.35 per share. The options will vest in equal annual increments over a three year period with the first vesting date being March 15, 2013, subject to continued service as of each applicable vesting date. Additionally, effective September 28, 2012, the Company granted Michael Mathews, the Company’s Chief Executive Officer and Chairman of the Board, 2,900,000 five-year options exercisable at $0.35 per share, assuming the Company raises $3,500,000 in an offering of the Company’s securities (the “Private Placement”). If less than $3,500,000 is raised in the Private Placement, the number of options will be reduced pro-rata based on the actual amount of money raised in the Private Placement so that Mr. Mathews owns approximately 10% of the Company. As previously reported on a Form 8-K, the Company has raised $2,757,000 in the Private Placement. The options will vest in equal annual increments over four years, with the first vesting date being September 28, 2013, subject to continued employment as of each applicable vesting date.

Item 7.01 Regulation FD Disclosure.

On October 4, 2012, Michael Mathews, the Company’s Chief Executive Officer, gave a presentation at the LD Micro Conference. The PowerPoint presentation displayed at the conference is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information furnished on this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit

99.1		LD Micro Conference PowerPoint Presentation

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: October 4, 2012	By:	/s/ Michael Mathews
		Name: Michael Mathews
		Title: Chief Executive Officer

EX-99.1 2 aspu_ex991.htm PRESENTATION aspu_ex991.htm

EXHIBIT 99.1

OTCBB: ASPU

October 4, 2012

Aspen Group, Inc.

Aspen University Snapshot:

— Nationally Recognized & Accredited Online University

— Highly differentiated Graduate University (88%
Graduate Students*)

— 2,242 students (end-Q2)

— Nursing and Business Schools key to future growth

— Offers breadth and depth of academic disciplines
(Doctorate, Master, Bachelor, Associate, Certificates)

— DOE Title IV Provisional Status

— Selected G.I. Jobs Military friendly school in 2010-2012

*Not including part-time students

— Weak Graduation Rates

— High Tuition Rates

— High Cohort Default Rates

— Reliance on 3rd party lead generation firms which
drives lower quality students and high enrollment costs

— Nearing Title IV 90/10 Revenue Limit

Many fear that student debt combined with lack of

economic benefit is the next great bubble

What Are The Criticisms Of The For-
Profit Education Sector?

Aspen’s Differentiated Business
Model

Post-Graduate

Degree Focus

(MBA and MSN largest programs)

$1,050/course Vertically-Integrated

(among lowest in sector) Student Acquisition

(all internet marketing in-house,
no use of 3rd party lead gen firms)

Aspen Competitive Advantages:
Graduate Program Focus

The Aspen Difference - Graduate Focus Delivers
Industry Leading Metrics:

—Exceptional adjunct faculty (67% hold a Doctorate)

—High course completion rates (81%)

—Strong graduation rates (56%)

—Among highest graduate employment rates (91%)

—Among lowest tuition rates in the For-Profit education sector

—Lowest % of Title IV revenues in the sector (7.1%)

—MBA and MS Nursing Programs most popular

Student Base = 88% Graduate Students*

*Not including part-time students

Aspen Competitive Advantages:
Competitors’ Exposure to Title IV 90/10
Rule (Aspen Currently at 7.1%)

Aspen University Cost Comparison
for MBA Program

$12,600

Aspen’s Nursing Program Is An ROI
Story

Aspen offers RNs the ability to obtain an MSN for less than $20,000:

—RNs begin with 7-course RN-to-MSN Bridge Program ($7,200)

— Thereby bypassing requirement for BSN degree

—Upon Bridge Program completion, matriculate to 12-course MSN
Program ($10,800)

—Compensation for Nurses is defined state-by-state; studies indicate that
Nurses with an MSN earn between $30K - $90K more annually than RNs

Aspen MSN Graduates Achieve an ROI on their Academic

Investment in Less Than 1 Year!

*Not including part-time students

Vertical Integration Marketing
Strategy

• Work only with internet publishers directly (no use of 3rd party
lead gen firms)

• Average Cost/Lead = $80

• Cost/Enrollment <$1,250

• All internet advertising campaigns are Aspen branded; primarily
advertising MBA and MSN programs - that’s how we’re able to
maintain our predominantly graduate student body

Business Metrics

Cap Table

Aspen Group, Inc.
Capitalization Table (9/28/12)
	Outstanding	% Total
Shares	54,282,187	86%
Warrants	7,244,854	11%
Options	1,710,000	3%
Fully Diluted Shares	63,237,041	100%
- of which Directors & Officers	12,215,427	19%

Free trading Shares	5,760,000	9%