0001553350-18-000366.txt : 20180418 0001553350-18-000366.hdr.sgml : 20180418 20180418160141 ACCESSION NUMBER: 0001553350-18-000366 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180418 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180418 DATE AS OF CHANGE: 20180418 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: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38175 FILM NUMBER: 18761217 BUSINESS ADDRESS: STREET 1: 1660 SOUTH ALBION STREET STREET 2: SUITE 525 CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 646-450-1843 MAIL ADDRESS: STREET 1: 1660 SOUTH ALBION STREET STREET 2: SUITE 525 CITY: DENVER STATE: CO ZIP: 80222 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 Current Report

 



 

 


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 18, 2018

 

ASPEN GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

  

000-55107

  

27-1933597

(State or Other Jurisdiction

  

(Commission

  

(I.R.S. Employer

of Incorporation)

  

File Number)

  

Identification No.)

 

1660 South Albion Street, Suite 525, Denver, CO 80222

(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  ¨

 


If an emerging growth company, indicate by checkmark 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. ¨


 

 






 



Item 7.01   Regulation FD Disclosure.

  

On April 18, 2018, Aspen Group, Inc. (the “Company”) issued a press release announcing a proposed underwritten public offering of the Company’s common stock. A copy of such press release is furnished as Exhibit 99.1 to this report.

 

The Company is increasing its top line revenue guidance for the quarter ending April 30, 2018.


Initially the Company forecasted revenues of approximately $6.5 million which it increased on March 15th to $6.7 million. Based on the April class starts at Aspen University and United States University, the Company now expects to report at least $7.2 million for the quarter ending April 30, 2018.


The information in Item 7.01 of this report, including the information attached as Exhibit 99.1 to this report, is furnished pursuant to Item 7.01 of Form 8-K and 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. Furthermore, the information in Item 7.01 of this report, including the information in the presentation attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.


Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press release dated April 18, 2018




 



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:  April 18, 2018

By:

/s/ Michael Mathews

  

  

  

Name: Michael Mathews

  

  

  

Title:   Chief Executive Officer

  

 











 EX-99.1 2 aspu_ex99z1.htm PRESS RELEASE Press Release

 


EXHIBIT 99.1


Aspen Group Announces Proposed Public Offering of Common Stock


NEW YORK, April 18, 2018 (GLOBE NEWSWIRE) -- Aspen Group, Inc. (Nasdaq:ASPU), a post-secondary education company, today announced that it intends to offer shares of its common stock in an underwritten public offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.


Roth Capital Partners is acting as the sole book-runner for the offering.


A shelf registration statement relating to the shares of common stock to be issued in the proposed offering was filed with the Securities and Exchange Commission (the "SEC") and was declared effective on April 18, 2018. Copies of the preliminary prospectus supplement and accompanying prospectus have been filed with the Securities and Exchange Commission and, when available, may be obtained from Roth Capital Partners, LLC, 888 San Clemente, Newport Beach, CA 92660, (800) 678-9147 or by accessing the SEC's website at www.sec.gov.


This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.


About Aspen Group, Inc.:


Aspen Group, Inc. is a for-profit post-secondary education company headquartered in Denver, CO. It owns two accredited universities, Aspen University and United States University. Aspen Group’s vision is to make college affordable again in America.


Forward-Looking Statements:


This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, including the risks and uncertainties associated with market conditions and the completion of the proposed offering, as well as risks and uncertainties inherent in Aspen Group’s business, including those described in the section entitled “Risk Factors” in our Form S-3 shelf registration statement referred to above. 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.


Company Contact:

Aspen Group, Inc.

Michael Mathews, CEO

914-906-9159