0001354488-12-006471.txt : 20121217 0001354488-12-006471.hdr.sgml : 20121217 20121217162902 ACCESSION NUMBER: 0001354488-12-006471 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121217 DATE AS OF CHANGE: 20121217 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-184226 FILM NUMBER: 121268959 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 424B3 1 aspu_424b3.htm SUPPLEMENT aspu_424b3.htm
 Filed Pursuant to Rule 424(b)(3)
Registration No. 333-184226 
 
ASPEN GROUP, INC.
 
PROSPECTUS SUPPLEMENT
 
20,482,108 Shares of Common Stock
 
This prospectus supplement supplements and amends the prospectus dated November 28, 2012, or the Prospectus, and relates to the sale of up to 15,210,273 shares of our common stock and 5,271,835 shares of common stock issuable upon exercise of warrants at $0.50 per share which may be offered by the selling shareholders identified in the Prospectus.  
 
This prospectus supplement should be read in conjunction with the Prospectus.   This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus.


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Investing in our common stock involves certain risks. See “Risk Factors” beginning on page 5 of the Prospectus for a discussion of these risks.
 
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether the Prospectus or this prospectus supplement is truthful or complete.  Any representation to the contrary is a criminal offense.

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On December 11, 2012, Aspen Group, Inc. raised $350,000 in gross proceeds from the sale of units consisting of shares of common stock and five-year warrants exercisable at $0.50 per share in a private placement offering to seven accredited investors. The units sold contained a total of 1,000,000 shares of common stock and 500,002 warrants. In connection with the offering, Aspen agreed to register the shares of common stock and the shares of common stock underlying the warrants. In connection with these sales, Aspen paid broker-dealers placement agent fees of $45,500. The terms of this private placement were identical to those of a private placement which closed on September 28, 2012. 

 
The date of this prospectus supplement is December 17, 2012.