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 20, 2013

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)

(303) 333-4224

 (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 7.01  REGULATION FD DISCLOSURE.

On May 20, 2013, Michael Mathews, the Chief Executive Officer and Chairman of Aspen Group, Inc., gave a presentation at the B. Riley & Co. investor conference. The PowerPoint presentation which was displayed at the meeting is furnished as Exhibit 99.1. The Exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Exhibit
99.1	Investor Presentation

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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 21, 2013	By:	/s/ Michael Matte
		Name: Michael Matte
		Title:  Chief Financial Officer

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EX-99.1

Exhibit 99.1

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OTCBB: ASPU

May 20, 2013

Aspen Group, Inc.

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Safe Harbor Statement

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Certain statements in this presentation and responses to various questions include forward-looking statements including
statements regarding our strategic plans for 2013 and 2013 through 2015 projections.The words “believe,” “may,” “estimate,”
“continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect,” “liquidity” 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 competition, ineffective media and/or
marketing, failure to maintain growth in degree seeking students, the failure of prospective students to react favorably to our
new Monthly Payment Plan, and failure to generate sufficient revenue.Further information on our risk factors is contained in
our filings with the SEC, including the Prospectus dated May 6, 2013.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.

Regulation G - Non-GAAP Financial Measures

This presentation includes a discussion of Adjusted EBITDA which is a non-GAAP financial measure. A reconciliation to the
most directly comparable GAAP financial measure is provided at the end of this presentation.The Company uses this financial
measure which is not calculated and presented in accordance with U.S. generally accepted accounting principles in evaluating
its financial and operational decision making and as a means to evaluate period-to period comparison. The Company presents
this non-GAAP financial measure because it believes it to be an important supplemental measure of performance that is
commonly used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.  

Aspen Group defines Adjusted EBITDA as earnings (or loss) from continuing operations before preferred dividends, interest
expense, income taxes, collateral valuation adjustment, bad debt expense, depreciation and amortization, and amortization of
stock-based compensation. Aspen Group excludes the changes from collateral valuation adjustment, bad debt expense and
stock based compensation because they are non-cash in nature. 

This Non-GAAP financial measure should not be considered as an alternative to net income, operating income, cash flow from
operating activities, as a measure of liquidity or any other financial measure. It may not be indicative of the historical operating
results of the Company nor is it intended to be predictive of potential future results. Investors should not consider this non-
GAAP financial measure in isolation or as a substitute for performance measures calculated in accordance with GAAP.

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Aspen University Snapshot:

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—Nationally Recognized & Accredited Online University

—Highly differentiated Graduate University (87%
Graduate Students*)

—2,779 students (end-Q1)

—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, 2010-2013

*Not including part-time students

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—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?

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Aspen’s Differentiated Business
Model

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Post-Graduate

Degree Focus

(MBA and MSN largest programs)*

*MBA/MSN represents nearly 2/3’s of Full-Time Degree Seeking Student body

Graduate Tuition: Vertically-Integrated

$1,000/course** Student Acquisition***

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

**Among Lowest in Sector***Cost per enrollment averaged 
less than $925 in Q1

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Aspen Competitive Advantages:
Graduate Program Focus

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The Aspen Difference - Graduate Focus Delivers
Industry Leading Metrics (Year-End 2012 Data):

—Exceptional adjunct faculty (67% hold a Doctorate)

—High course completion rates (90%)*

—High Student Satisfaction Rates (95%)*

—Strong graduation rates (58%)

—Among highest graduate employment rates (91%)

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

—Among Lowest % ofTitle IV revenues in the sector (18%)

Student Base = 87% Graduate Students**

*Among top 10 most popular courses**Not including part-time students

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Aspen Competitive Advantages:
Competitors’ Exposure to Title IV 90/10
Rule (Aspen Currently at 18%)

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Company	Ticker	Title IV%	Year	School Type
Grand Canyon Education	LOPE	80%	2012
Capella Education	CPLA	79%	2012
American Public Education	APEI	42%	2011
DeVry University	DV	81%	2011
Career Education	CECO	80%	2012
Corinthian Colleges	COCO	86%	2012	Vocational
Source: BMO Capital Markets, 4/15/13

Aspen University Cost Comparison
for MBA Program

$12,000*

*Effective June 1, 2013

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Aspen Announces Innovative
Monthly Installment Plan

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Graduate Students now have opportunity to pursue their
advanced degree without being compelled to rely on
student loans to fund their education

—Effective June 1, 2013

—Make three $350 monthly tuition payments during each 10-
week class

—Due at start of week 1, week 5 and week 9

Monthly installment plan designed to promote a ‘cash-based,

pay as you go’ mentality to funding higher education

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Aspen’s Nursing Program Is An ROI
Story

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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

—40% of Aspen’s full-time, degree-seeking enrollments in Q4 were
  Nursing students

Aspen MSN Graduates Achieve an ROI on their Academic
Investment in Less Than 1 Year!

*Not including part-time students

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1Q13 Was A Record Quarter

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—In 1Q13 Aspen achieved a 7% conversion rate; meaning our cost per
enrollment was below $925

—In 1Q13, our cost per lead dropped below $65 for the first time

—Full-time degree seeking enrollments for 1Q13 of 260 marked a new
Aspen record

—Class Starts in 1Q13 = 1,174 (average of 391/month)*

—Q1 tracked +13% vs. trailing four-quarter average of 1,042

*Does not include retake courses

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2013-2015 Projections

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CY13CY14CY15

F-T Degree Students2,3003,5005,000

Total Student Body3,5005,0007,000

Total Revenues>$4mm>$7mm>$11mm

(minimum 50% growth)

—Aspen expects to break even on an adjusted EBITDA* basis when the full-time degree-
  seeking student body reaches ~2,500.

—At 4,000 full-time degree-seeking students Aspen expects to generate ~15% adjusted
  EBITDA profit margin.

—At 5,250 full-time degree-seeking students Aspen expects to generate ~30% adjusted
  EBITDA profit margin.

* Adjusted EBITDA excludes preferred dividends, interest expense, income taxes, collateral valuation adjustment, bad debt expense,
depreciation and amortization, and amortization of stock-based compensation.

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Cap Table

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Aspen Group, Inc.
Capitalization Table (5/9/12)
	Outstanding	% Total
Shares	58,573,223	78%
Warrants	9,090,292	12%
Options	7,614,381	10%
Fully Diluted Shares	75,277,896	100%
- of which Directors & Officers	11,752,904	16%
Free trading Shares	7,118,604	9%

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Questions & Answers

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