UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, ~~2021~~2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ___________ to ___________

Commission file number 001-38175

ASPEN GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

27-1933597

State or Other Jurisdiction of Incorporation or Organization

I.R.S. Employer Identification No.

276 Fifth Avenue, Suite 505, New York, New York

10001

Address of Principal Executive Offices

Zip Code

(646) 448-5144

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	ASPU	The Nasdaq Stock Market (The Nasdaq Global Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


			Large accelerated filer ¨			Accelerated filer ¨
			Non-accelerated filer ☑			Smaller reporting company ☑
			Emerging growth company ☐

If an emerging growth company, indicate by check mark 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No þ


Class						Outstanding as of December ~~10, 2021~~9, 2022
Common Stock, $0.001 par value per share						~~25,034,375~~25,305,363 shares

Table of Contents

TABLE OF CONTENTS


		Page Number
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations (Unaudited)	3
	Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	4
	Consolidated Statements of Cash Flows (Unaudited)	56
	Condensed Notes to Consolidated Financial Statements (Unaudited)	8
	Note 1. Nature of Operations	8
	Note 2. Significant Accounting Policies	98
	Note 3. Property and Equipment	11
	Note 4. Courseware and Accreditation	11
	Note 5. ~~Secured Note and Accounts Receivable~~Long-term Debt, Net	12
	Note 6. ~~Long-term Debt~~Stockholders' Equity	1214
	Note 7. ~~Stockholders' Equity~~Revenue	1319
	Note 8. ~~Revenue~~	17
	~~Note 9.~~ Leases	18
	~~Note 10. Income Taxes~~	20
	Note ~~11.~~9. Income Taxes	22
	Note 10. Commitments and Contingencies	2022
	Note 11.Subsequent Event	26

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2327

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	3842

Item 4.	Controls and Procedures.	3842

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	3943

Item 1A.	Risk Factors.	3943

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	3943

Item 3.	Defaults Upon Senior Securities.	3943

Item 4.	Mine Safety Disclosures.	3943

Item 5.	Other Information.	3943

Item 6.	Exhibits.	3943

	SIGNATURES	4146

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ASPEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


		October 31, 2021		April 30, 2021			October 31, 2022		April 30, 2022
		(Unaudited)					(Unaudited)
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	10,985,131	$	12,472,082	Cash and cash equivalents	$	2,306,480	$	6,482,750
Restricted cash	Restricted cash	1,433,397		1,193,997		Restricted cash	6,423,525		6,433,397
Accounts receivable, net of allowance of $3,345,182 and $3,289,816, respectively		21,309,982		16,724,744
Accounts receivable, net of allowance of $3,587,840 and $3,460,288, respectively						Accounts receivable, net of allowance of $3,587,840 and $3,460,288, respectively	22,391,574		24,359,241
Prepaid expenses	Prepaid expenses	1,577,516		1,077,831		Prepaid expenses	1,600,945		1,358,635
Other current assets	Other current assets	20,631		68,529		Other current assets	775,524		748,568
Total current assets	Total current assets	35,326,657		31,537,183		Total current assets	33,498,048		39,382,591

Property and equipment:	Property and equipment:					Property and equipment:
Computer equipment and hardware	Computer equipment and hardware	1,402,006		956,463		Computer equipment and hardware	1,573,046		1,516,475
Furniture and fixtures	Furniture and fixtures	1,976,342		1,705,101		Furniture and fixtures	2,219,245		2,193,261
Leasehold improvements	Leasehold improvements	7,057,859		5,729,324		Leasehold improvements	7,613,240		7,179,896
Instructional equipment	Instructional equipment	608,894		421,039		Instructional equipment	756,568		715,652
Software	Software	9,386,352		8,488,635		Software	10,990,705		10,285,096
Construction in progress	Construction in progress	900		247,767		Construction in progress	—		2,100
		20,432,353		17,548,329			23,152,804		21,892,480
Less: accumulated depreciation and amortization	Less: accumulated depreciation and amortization	(6,672,208)		(4,892,987)		Less: accumulated depreciation and amortization	(10,206,811)		(8,395,001)
Total property and equipment, net	Total property and equipment, net	13,760,145		12,655,342		Total property and equipment, net	12,945,993		13,497,479
Goodwill	Goodwill	5,011,432		5,011,432		Goodwill	5,011,432		5,011,432
Intangible assets, net	Intangible assets, net	7,907,503		7,908,360		Intangible assets, net	7,900,000		7,900,000
Courseware, net	Courseware, net	299,914		187,296		Courseware, net	278,208		274,047
Accounts receivable, net of allowance of $— and $625,963, respectively		—		45,329
Long-term contractual accounts receivable	Long-term contractual accounts receivable	12,663,815		10,249,833		Long-term contractual accounts receivable	16,335,657		11,406,525
Deferred financing costs	Deferred financing costs	117,857		18,056		Deferred financing costs	331,423		369,902
Operating lease right of use assets, net		13,510,656		12,714,863
Operating lease right-of-use assets, net						Operating lease right-of-use assets, net	14,271,481		12,645,950
Deposits and other assets	Deposits and other assets	515,569		479,212		Deposits and other assets	536,517		578,125
Total assets	Total assets	$	89,113,548	$	80,806,906	Total assets	$	91,108,759	$	91,066,051

(Continued)

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

ASPEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (CONTINUED)

October 31, 2021 April 30, 2021
(Unaudited)
Liabilities and Stockholders’ Equity
Liabilities:
Current liabilities:
Accounts payable $ 2,102,624 $ 1,466,488
Accrued expenses 1,772,808 2,040,896
Deferred revenue 10,191,241 6,825,014
Due to students 3,219,643 2,747,484
Operating lease obligations, current portion 2,145,431 2,029,821
Other current liabilities 96,003 307,921
Total current liabilities 19,527,750 15,417,624
Long-term debt 5,000,000 —
Operating lease obligations, less current portion 17,732,483 16,298,808
Total liabilities 42,260,233 31,716,432
Commitments and contingencies – see Note 11 0 0
Stockholders’ equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized,
0 issued and 0 outstanding at October 31, 2021 and April 30, 2021 — —
Common stock, $0.001 par value; 40,000,000 shares authorized,
25,148,194 issued and 24,992,708 outstanding at October 31, 2021
25,066,297 issued and 24,910,811 outstanding at April 30, 2021 25,149 25,067
Additional paid-in capital 110,526,729 109,040,824
Treasury stock (155,486 at both October 31, 2021 and April 30, 2021) (1,817,414) (1,817,414)
Accumulated deficit (61,881,149) (58,158,003)
Total stockholders’ equity 46,853,315 49,090,474
Total liabilities and stockholders’ equity $ 89,113,548 $ 80,806,906


	October 31, 2022		April 30, 2022
	(Unaudited)
Liabilities and Stockholders’ Equity
Liabilities:
Current liabilities:
Accounts payable	$	2,814,399	$	1,893,287
Accrued expenses	3,147,485		2,821,432
Deferred revenue	8,772,017		5,889,911
Due to students	3,165,651		4,063,811
Operating lease obligations, current portion	2,204,342		2,036,570
Other current liabilities	554,946		130,262
Total current liabilities	20,658,840		16,835,273

Long-term debt, net	14,904,556		14,875,735
Operating lease obligations, less current portion	18,455,549		16,809,319
Total liabilities	54,018,945		48,520,327

Commitments and contingencies – see Note 10

Stockholders’ equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized,
0 issued and 0 outstanding at October 31, 2022 and April 30, 2022	—		—
Common stock, $0.001 par value; 60,000,000 shares authorized,
25,460,849 issued and 25,305,363 outstanding at October 31, 2022
25,357,764 issued and 25,202,278 outstanding at April 30, 2022	25,461		25,358
Additional paid-in capital	112,634,162		112,081,564
Treasury stock (155,486 at both October 31, 2022 and April 30, 2022)	(1,817,414)		(1,817,414)
Accumulated deficit	(73,752,395)		(67,743,784)
Total stockholders’ equity	37,089,814		42,545,724
Total liabilities and stockholders’ equity	$	91,108,759	$	91,066,051

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

ASPEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended October 31, Six Months Ended October 31,
2021 2020 2021 2020
Revenue $ 18,940,211 $ 16,971,045 $ 38,371,206 $ 32,136,607
Operating expenses:
   Cost of revenue (exclusive of depreciation and amortization shown separately below) 8,789,201 7,324,780 17,382,769 13,172,303
   General and administrative 11,641,312 11,285,155 22,587,789 20,078,911
   Bad debt expense 350,000 632,000 700,000 1,032,000
   Depreciation and amortization 817,234 526,357 1,596,643 1,016,981
Total operating expenses 21,597,747 19,768,292 42,267,201 35,300,195
   Operating loss (2,657,536) (2,797,247) (3,895,995) (3,163,588)
Other income (expense):
   Interest expense (139,502) (1,529,668) (173,041) (1,985,125)
   Other (expense) income, net (49,320) (7,080) 502,800 (130,378)
Total other (expense) income, net (188,822) (1,536,748) 329,759 (2,115,503)
Loss before income taxes (2,846,358) (4,333,995) (3,566,236) (5,279,091)
Income tax expense 5,900 36,530 156,910 34,630
Net loss $ (2,852,258) $ (4,370,525) $ (3,723,146) $ (5,313,721)
Net loss per share - basic and diluted $ (0.11) $ (0.19) $ (0.15) $ (0.23)
Weighted average number of common stock outstanding - basic and diluted 24,957,046 22,791,503 24,935,793 22,763,235


	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Revenue	$	17,074,547	$	18,940,211	$	35,968,460	$	38,371,206

Operating expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)	6,347,008		8,789,201		16,552,559		17,382,769
General and administrative	10,883,118		11,641,312		21,415,138		22,587,789
Bad debt expense	450,000		350,000		800,000		700,000
Depreciation and amortization	935,070		817,234		1,856,178		1,596,643
Total operating expenses	18,615,196		21,597,747		40,623,875		42,267,201

Operating loss	(1,540,649)		(2,657,536)		(4,655,415)		(3,895,995)

Other income (expense):
Interest expense	(710,372)		(139,502)		(1,291,665)		(173,041)
Other income (expense), net	3,882		(49,320)		15,291		502,800
Total other (expense) income, net	(706,490)		(188,822)		(1,276,374)		329,759

Loss before income taxes	(2,247,139)		(2,846,358)		(5,931,789)		(3,566,236)

Income tax expense	46,501		5,900		76,822		156,910

Net loss	$	(2,293,640)	$	(2,852,258)	$	(6,008,611)	$	(3,723,146)

Net loss per share - basic and diluted	$	(0.09)	$	(0.11)	$	(0.24)	$	(0.15)

Weighted average number of common stock outstanding - basic and diluted	25,282,947		24,957,046		25,242,833		24,935,793

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

ASPEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Three Months Ended October 31, ~~2021~~2022 and ~~2020~~2021

(Unaudited)

Common Stock Additional
Paid-In
Capital Treasury
Stock Accumulated
Deficit Total
Stockholders’
Equity
Shares Amount
Balance at July 31, 2021 25,087,051 $ 25,088 $ 109,617,521 $ (1,817,414) $ (59,028,891) $ 48,796,304
Stock-based compensation — — 722,158 — — 722,158
Common stock issued for stock options exercised for cash 11,655 12 33,474 — — 33,486
Common stock issued for cashless stock options exercised 30,156 30 (30) — — —
Common stock issued for vested restricted stock units 19,332 19 (19) — — —
Amortization of warrant based cost — — 16,125 — — 16,125
Warrants issued for deferred financing costs related to Credit Facility — — 137,500 — — 137,500
Net loss — — — — (2,852,258) (2,852,258)
Balance at October 31, 2021 25,148,194 $ 25,149 $ 110,526,729 $ (1,817,414) $ (61,881,149) $ 46,853,315
Common Stock Additional
Paid-In
Capital Treasury
Stock Accumulated
Deficit Total
Stockholders’
Equity
Shares Amount
Balance at July 31, 2020 22,377,744 $ 22,378 $ 92,378,584 $ (70,000) $ (48,652,226) $ 43,678,736
Stock-based compensation — — 1,831,548 — — 1,831,548
Common stock issued for stock options exercised for cash 502,412 502 944,830 — — 945,332
Common stock issued for cashless stock options exercised 22,339 22 (22) — — —
Common stock issued for conversion of Convertible Notes 1,398,602 1,399 9,998,601 — — 10,000,000
Common stock issued for vested restricted stock units 132,109 132 (132) — — —
Amortization of warrant based cost — — 9,125 — — 9,125
Cancellation of Treasury Stock (16,667) (17) (69,983) 70,000 — —
Net loss — — — — (4,370,525) (4,370,525)
Balance at October 31, 2020 24,416,539 $ 24,416 $ 105,092,551 $ — $ (53,022,751) $ 52,094,216

~~The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.~~

~~Table of Contents~~

~~ASPEN GROUP, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)~~

~~Six Months Ended October 31, 2021 and 2020~~

~~(Unaudited)~~

Common Stock Additional
Paid-In
Capital Treasury
Stock Accumulated
Deficit Total
Stockholders’
Equity
Shares Amount
Balance at April 30, 2021 25,066,297 $ 25,067 $ 109,040,824 $ (1,817,414) $ (58,158,003) $ 49,090,474
Stock-based compensation — — 1,264,870 — — 1,264,870
Common stock issued for stock options exercised for cash 16,752 17 56,017 — — 56,034
Common stock issued for cashless stock options exercised 30,156 30 (30) — — —
Common stock issued for vested restricted stock units 34,989 35 (35) — — —
Amortization of warrant based cost — — 27,583 — — 27,583
Warrants issued for deferred financing costs related to Credit Facility — — 137,500 — — 137,500
Net loss — — — — (3,723,146) (3,723,146)
Balance at October 31, 2021 25,148,194 $ 25,149 $ 110,526,729 $ (1,817,414) $ (61,881,149) $ 46,853,315
Common Stock Additional
Paid-In
Capital Treasury
Stock Accumulated
Deficit Total
Stockholders’
Equity
Shares Amount
Balance at April 30, 2020 21,770,520 $ 21,771 $ 89,505,216 $ (70,000) $ (47,709,030) $ 41,747,957
Stock-based compensation — — 2,318,658 — — 2,318,658
Common stock issued for stock options exercised for cash 917,587 918 2,214,397 — — 2,215,315
Common stock issued for cashless stock options exercised 22,339 22 (22) — — —
Common stock issued for conversion of Convertible Notes 1,398,602 1,399 9,998,601 — — 10,000,000
Common stock issued for vested restricted stock units 132,109 132 (132) — — —
Common stock issued for warrants exercised for cash 192,049 191 1,081,600 — — 1,081,791
Modification charge for warrants exercised — — 25,966 — — 25,966
Amortization of warrant based cost — — 18,250 — — 18,250
Cancellation of Treasury Stock (16,667) (17) (69,983) 70,000 — —
Net loss — — — — (5,313,721) (5,313,721)
Balance at October 31, 2020 24,416,539 $ 24,416 $ 105,092,551 $ — $ (53,022,751) $ 52,094,216


	Common Stock			Additional Paid-In Capital		Treasury Stock		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at July 31, 2022	25,357,764	$	25,358	$	112,134,894	$	(1,817,414)	$	(71,458,755)	$	38,884,083
Stock-based compensation	—	—		458,336		—		—		458,336
Common stock issued for vested restricted stock units	66,245	66		(66)		—		—		—
Common stock issued for services	25,000	25		24,475		—		—		24,500
Common stock issued for equity raise, net of underwriter costs	11,840	12		9,523		—		—		9,535
Amortization of warrant-based cost issued for services	—	—		7,000		—		—		7,000
Net loss	—	—		—		—		(2,293,640)		(2,293,640)
Balance at October 31, 2022	25,460,849	$	25,461	$	112,634,162	$	(1,817,414)	$	(73,752,395)	$	37,089,814


	Common Stock			Additional Paid-In Capital		Treasury Stock		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at July 31, 2021	25,087,051	$	25,088	$	109,617,521	$	(1,817,414)	$	(59,028,891)	$	48,796,304
Stock-based compensation	—	—		722,158		—		—		722,158
Common stock issued for stock options exercised for cash	11,655	12		33,474		—		—		33,486
Common stock issued for cashless stock options exercised	30,156	30		(30)		—		—		—
Common stock issued for vested restricted stock units	19,332	19		(19)		—		—		—
Amortization of warrant based cost	—	—		16,125		—		—		16,125
Warrants issued for deferred financing costs related to Credit Facility	—	—		137,500		—		—		137,500
Net loss	—	—		—		—		(2,852,258)		(2,852,258)
Balance at October 31, 2021	25,148,194	$	25,149	$	110,526,729	$	(1,817,414)	$	(61,881,149)	$	46,853,315

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

ASPEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Six Months Ended October 31, 2022 and 2021

(Unaudited)


	Common Stock			Additional Paid-In Capital		Treasury Stock		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at April 30, 2022	25,357,764	$	25,358	$	112,081,564	$	(1,817,414)	$	(67,743,784)	$	42,545,724
Stock-based compensation	—	—		504,666		—		—		504,666
Common stock issued for vested restricted stock units	66,245	66		(66)		—		—		—
Common stock issued for services	25,000	25		24,475		—		—		24,500
Common stock issued for equity raise, net of underwriter costs	11,840	12		9,523		—		—		9,535
Amortization of warrant-based cost issued for services	—	—		14,000		—		—		14,000
Net loss	—	—		—		—		(6,008,611)		(6,008,611)
Balance at October 31, 2022	25,460,849	$	25,461	$	112,634,162	$	(1,817,414)	$	(73,752,395)	$	37,089,814


	Common Stock			Additional Paid-In Capital		Treasury Stock		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at April 30, 2021	25,066,297	$	25,067	$	109,040,824	$	(1,817,414)	$	(58,158,003)	$	49,090,474
Stock-based compensation	—	—		1,264,870		—		—		1,264,870
Common stock issued for stock options exercised for cash	16,752	17		56,017		—		—		56,034
Common stock issued for cashless stock options exercised	30,156	30		(30)		—		—		—
Common stock issued for vested restricted stock units	34,989	35		(35)		—		—		—
Amortization of warrant based cost	—	—		27,583		—		—		27,583
Warrants issued for deferred financing costs related to Credit Facility	—	—		137,500		—		—		137,500
Net loss	—	—		—		—		(3,723,146)		(3,723,146)
Balance at October 31, 2021	25,148,194	$	25,149	$	110,526,729	$	(1,817,414)	$	(61,881,149)	$	46,853,315

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

ASPEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


		Six Months Ended October 31,					Six Months Ended October 31,
		2021		2020			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss	Net loss	$	(3,723,146)	$	(5,313,721)	Net loss	$	(6,008,611)	$	(3,723,146)
Adjustments to reconcile net loss to net cash used in operating activities:	Adjustments to reconcile net loss to net cash used in operating activities:					Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense	Bad debt expense	700,000		1,032,000		Bad debt expense	800,000		700,000
Depreciation and amortization	Depreciation and amortization	1,596,643		1,016,981		Depreciation and amortization	1,856,178		1,596,643
Stock-based compensation	Stock-based compensation	1,264,870		2,318,658		Stock-based compensation	504,666		1,264,870
Amortization of warrant based cost		27,583		18,250
Amortization of warrant-based cost						Amortization of warrant-based cost	14,000		27,583
Amortization of deferred financing costs						Amortization of deferred financing costs	269,133		19,643
Amortization of debt discounts	Amortization of debt discounts	—		1,550,854		Amortization of debt discounts	59,000		18,056
Amortization of debt issue costs		18,056		147,695
Amortization of deferred financing costs		19,643		—
Modification charge for warrants exercised		—		25,966
Common stock issued for services						Common stock issued for services	24,500		—
Loss on asset disposition	Loss on asset disposition	36,442		—		Loss on asset disposition	—		36,442
Lease benefit		(63,099)		—
Non-cash lease benefit						Non-cash lease benefit	(229,809)		(63,099)
Tenant improvement allowances received from landlords	Tenant improvement allowances received from landlords	816,591		—		Tenant improvement allowances received from landlords	418,280		816,591
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(7,699,220)		(8,246,180)		Accounts receivable	(3,761,463)		(7,699,220)
Prepaid expenses	Prepaid expenses	(520,685)		(654,268)		Prepaid expenses	(242,310)		(520,685)
Other receivables		—		23,097
Other current assets	Other current assets	47,901		(273,767)		Other current assets	(26,956)		47,901
Accounts receivable, other	Accounts receivable, other	45,329		—		Accounts receivable, other	—		45,329
Deposits and other assets	Deposits and other assets	(15,357)		(171,303)		Deposits and other assets	41,608		(15,357)
Accounts payable	Accounts payable	636,136		838,421		Accounts payable	921,112		636,136
Accrued expenses	Accrued expenses	(268,088)		1,282,983		Accrued expenses	326,053		(268,088)
Due to students	Due to students	472,159		(301,619)		Due to students	(898,160)		472,159
Deferred revenue	Deferred revenue	3,366,227		4,915,504		Deferred revenue	2,882,106		3,366,227
Other current liabilities	Other current liabilities	(211,918)		(286,372)		Other current liabilities	424,685		(211,918)
Net cash used in operating activities	Net cash used in operating activities	(3,453,933)		(2,076,821)		Net cash used in operating activities	(2,625,988)		(3,453,933)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of courseware and accreditation	Purchases of courseware and accreditation	(149,751)		(11,375)		Purchases of courseware and accreditation	(48,532)		(149,751)
Disbursements for reimbursable leasehold improvements						Disbursements for reimbursable leasehold improvements	(418,280)		(816,591)
Purchases of property and equipment	Purchases of property and equipment	(2,699,901)		(2,233,348)		Purchases of property and equipment	(842,044)		(1,883,310)
Net cash used in investing activities	Net cash used in investing activities	(2,849,652)		(2,244,723)		Net cash used in investing activities	(1,308,856)		(2,849,652)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings under the Credit Facility		5,000,000		—
Proceeds from sale of common stock, net of underwriter costs						Proceeds from sale of common stock, net of underwriter costs	9,535		—
Payment of commitment fee for 2022 Credit Facility						Payment of commitment fee for 2022 Credit Facility	(200,000)		—
Payments of deferred financing costs						Payments of deferred financing costs	(60,833)		—
Borrowings under the 2018 Credit Facility						Borrowings under the 2018 Credit Facility	—		5,000,000
Proceeds from stock options exercised	Proceeds from stock options exercised	56,034		2,215,315		Proceeds from stock options exercised	—		56,034
Proceeds from warrants exercised		—		1,081,792
Net cash provided by financing activities		5,056,034		3,297,107
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(251,298)		5,056,034

(Continued)

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

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ASPEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Unaudited)


		Six Months Ended October 31,					Six Months Ended October 31,
		2021		2020			2022		2021
Net decrease in cash, cash equivalents and restricted cash	Net decrease in cash, cash equivalents and restricted cash	$	(1,247,551)	$	(1,024,437)	Net decrease in cash, cash equivalents and restricted cash	$	(4,186,142)	$	(1,247,551)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	13,666,079		17,906,765		Cash, cash equivalents and restricted cash at beginning of period	12,916,147		13,666,079
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	12,418,528	$	16,882,328	Cash, cash equivalents and restricted cash at end of period	$	8,730,005	$	12,418,528

Supplemental disclosure cash flow information:	Supplemental disclosure cash flow information:					Supplemental disclosure cash flow information:
Cash paid for interest	Cash paid for interest	$	98,904	$	285,749	Cash paid for interest	$	802,167	$	98,904
Cash paid for income taxes	Cash paid for income taxes	$	157,552	$	38,608	Cash paid for income taxes	$	22,522	$	157,552

Supplemental disclosure of non-cash investing and financing activities:	Supplemental disclosure of non-cash investing and financing activities:					Supplemental disclosure of non-cash investing and financing activities:
Common stock issued for conversion of Convertible Notes		$	—	$	10,000,000
Warrants issued as part of Credit Facility		$	137,500	$	—
Warrants issued as part of the 2018 Credit Facility amendment						Warrants issued as part of the 2018 Credit Facility amendment	$	—	$	137,500

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the accompanying consolidated balance sheet to the total amounts shown in the accompanying unaudited consolidated statements of cash flows:
October 31, 2021 April 30, 2021
Cash and cash equivalents $ 10,985,131 $ 12,472,082
Restricted cash 1,433,397 1,193,997
Total cash, cash equivalents and restricted cash $ 12,418,528 $ 13,666,079


	October 31,
	2022		2021
Cash and cash equivalents	$	2,306,480	$	10,985,131
Restricted cash	6,423,525		1,433,397
Total cash, cash equivalents and restricted cash	$	8,730,005	$	12,418,528

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

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ASPEN GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, ~~2021~~2022

(Unaudited)

Note 1. Nature of Operations

Overview

Aspen Group, Inc. ("AGI") is an education technology holding company. AGI has 2two subsidiaries, Aspen University Inc. ("Aspen University" or "AU"), organized in 1987, and United States University Inc. ("United States University" or "USU").

All references to the “Company”, “AGI”, “Aspen Group”, “we”, “our” and “us” refer to Aspen Group, Inc., unless the context otherwise indicates.

AGI leverages its education technology infrastructure and expertise to allow its two universities, Aspen University and United States University, to deliver on the vision of making college affordable again. Because we believe higher education should be a catalyst to our students’ long-term economic success, we exert financial prudence by offering affordable tuition that is one of the greatest values in higher education. AGI’s primary focus relative to future growth is to target the high growth nursing profession.

Since 1993, Aspen University has been ~~nationally~~institutionally accredited by the Distance Education Accrediting Council (“DEAC”), an ~~institutional~~ accrediting agency recognized by the United States Department of Education (the “DOE”), through January 2024.

Since 2009, USU has been institutionally accredited by WASC Senior College and University Commission. (“WSCUC”).

Both universities are qualified to participate under the Higher Education Act of 1965, as amended ~~(HEA)~~("HEA") and the Federal student financial assistance programs (Title IV, HEA programs). USU has a provisional certification resulting from the ownership change of control in connection with the acquisition by AGI on December 1, 2017.

~~COVID-19 Update~~

Nursing students represented 87% or 12,442 of the Company’s total student body of 14,318 students at the end of the second quarter of fiscal 2022. Of the 12,442 nursing students, 2,500 are BSN Pre-Licensure students located across our 4 metro locations (Phoenix, Austin, Tampa and Nashville). The remaining 9,942 nursing students are licensed registered nurses (RNs) studying to earn an advanced degree (RN to BSN, MSN, MSN-FNP or DNP degree programs). Therefore, these 9,942 post-licensure nursing students represent 69% of the Company’s total student body and are the population of AGI students primarily affected by the COVID-19 pandemic.

Starting in the second half of June 2021 and continuing through October 2021, the Company saw lower course starts than seasonally expected among our RN student body. For example, at Aspen University, course starts among RNs from June through October increased by approximately 3% year-over-year.~~By comparison, over the previous two full fiscal years (Fiscal Year 2021 and Fiscal Year 2020), course starts among RNs at Aspen University increased by an average of approximately 10% year-over-year.~~

In terms of new student enrollments, the Company saw enrollment growth on a quarterly sequential basis in all BSN Pre-Licensure metros as these prospective students continue to communicate a strong desire to enter the nursing profession. However, aggregate enrollments among RNs at both Aspen University and United States University were relatively flat on a quarterly sequential basis.

~~We cannot be certain what impact the Delta variant and other variants will have on the Company’s results as we progress through the second half of fiscal 2022.~~

Basis of Presentation

Interim Financial Statements

~~Table of Contents~~

~~ASPEN GROUP, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~October 31, 2021~~

~~(Unaudited)~~

The interim unaudited consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for the three and six months ended October 31, ~~2021~~2022 and ~~2020,~~2021, our cash flows for the six months ended October 31, 2022 and 2021, and ~~2020, and~~ our consolidated financial position as of October 31, ~~2021~~2022 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited consolidated financial statements. Accordingly, these interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2021~~2022 as filed with the SEC on July ~~13, 2021.~~29, 2022. The April 30, ~~2021~~2022 consolidated balance sheet is derived from those statements.

Note 2. Significant Accounting Policies

Basis of Presentation and Consolidation

The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles ("GAAP").

The consolidated financial statements include the accounts of AGI and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

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ASPEN GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2022

(Unaudited)

A full listing of our significant accounting policies is described in Note ~~2 “Summary~~2. Summary of Significant Accounting ~~Policies”~~Policies of our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2021~~2022 as filed with the SEC on July ~~13, 2021.~~29, 2022.

Accounting Estimates

Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Significant estimates in the accompanying consolidated financial statements include the allowance for doubtful accounts, ~~and other receivables,~~ the valuation of lease liabilities and the carrying value of the related right-of-use assets ("~~ROU"~~ROU assets") ~~assets,~~, depreciable lives of property and equipment, amortization periods and valuation of courseware, intangibles and software development costs, valuation of goodwill, valuation of loss contingencies, valuation of stock-based compensation and the valuation allowance on deferred tax assets.

Cash, Cash Equivalents, and Restricted Cash

For the purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Restricted cash as of October 31, ~~2021~~2022 of ~~$1,433,397~~$6,423,525 consists of $5 million, which is collateral for an approximately $18.3 million surety bond required by the Arizona State Board for Postsecondary Education, which was reduced to $5.5 million on October 31, 2022 in a revised stipulated agreement (see Note 10. Commitments and Contingencies); $1,173,525 which is collateral for letters of credit for the Aspen University and USU facility operating leases, and a $250,000 compensating balance under a secured credit line. In December 2022, as a result of the revised stipulated agreement with the Arizona State Board for Private Postsecondary Education on October 31, 2022, $1.5 million of the restricted cash associated with the surety bond became unrestricted, providing additional cash for operations. (See Note 11. Subsequent Event.)

Restricted cash as of April 30, 2022 of $6,433,397 consists of $5 million, which is collateral for an approximately $18.3 million surety bond required by the Arizona State Board for Postsecondary Education, $1,173,525 which is collateral for letters of credit for the Aspen University and USU facility operating leases, $9,872 which is collateral for a letter of credit for USU required to be posted based on the level of Title IV funding in connection with USU's most recent Compliance Audit that the DOE released in connection with the recent full certification of USU (see Note 10. Commitments and Contingencies), and a $250,000 compensating balance under a secured credit line.

Restricted cash as of April 30, 2021 of $1,193,997 consisted of $934,125 which is collateral for letters of credit for the Aspen University and USU facility operating leases, $9,872 which is collateral for a letter of credit for USU required to be posted based on the level of Title IV funding in connection with USU's most recent Compliance Audit, and a $250,000 compensating balance under a secured credit line.

~~Table of Contents~~

~~ASPEN GROUP, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~October 31, 2021~~

~~(Unaudited)~~

Concentration of Credit Risk

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits of $250,000 per financial institution. The Company has not experienced any losses in such accounts from inception through October 31, ~~2021.~~2022. As of October 31, ~~2021~~2022 and April 30, ~~2021,~~2022, the Company maintained deposits exceeding federally insured limits by approximately ~~$11,765,690~~$3,413,596 and ~~$13,005,537,~~$7,749,715, respectively, held in two separate institutions.

Revenue Recognition and Deferred Revenue

The Company follows Accounting Standards Codification 606 (ASC 606). ASC 606 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer purchase orders, including significant judgments.

Revenue consists primarily of tuition and course fees derived from courses taught by the Company online and in-person as well as from related educational resources and services that the Company provides to its students. Under ASC 606, tuition and course fee revenue is recognized pro-rata over the applicable period of instruction and are not considered separate performance

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ASPEN GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2022

(Unaudited)

obligations. Non-tuition related revenue and fees are recognized as services are provided or when the goods are received by the student. ~~(See Note 8)~~ Students may receive discounts, scholarships, or refunds, which gives rise to variable consideration. ~~The amounts of discounts~~Discounts or scholarships are applied to individual student accounts when such amounts are awarded. Therefore, the tuition is reduced directly by these discounts or scholarships from the amount of the standard tuition rate charged.

Deferred revenue, a contract liability, represents the amount of tuition, fees, and other student payments received in excess of the portion recognized as revenue and it is included in current liabilities in the accompanying consolidated balance sheets. Other revenue may be recognized as sales occur or services are performed.

Net Loss Per Share

Net loss per share is based on the weighted average number of shares of common stock outstanding during each period. ~~Options to purchase 992,050 and 1,214,473~~Summarized below are shares of common stock, 899,103 and 549,972 restricted stock units ("RSUs"), warrants to purchase 449,174 and 374,174 shares of common stock, and unvested restricted stock of 8,224 and 8,224 were outstanding at October 31, 2021 and April 30, 2021, respectively.

~~All shares mentioned above were~~ not included in the computation of diluted net loss per share because the effects would have been anti-dilutive. The options, warrants, RSUs, ~~and~~ unvested restricted stock and convertible notes are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share of common stock when their effect is dilutive. See Note 6. Stockholders’ Equity.


	October 31, 2022	April 30, 2022
Options to purchase common shares	733,828	860,182
Restricted stock units	—	—
Warrants to purchase common shares	425,000	649,174
Unvested restricted stock	560,352	929,928
Convertible Notes	10,000,000	10,000,000

Segment Information

The Company operates in 1one reportable segment as a single educational delivery operation using a core infrastructure that serves the curriculum and educational delivery needs of its online and campus students regardless of geography. The Company's chief operating decision makers, its Chief Executive Officer, Chief Operating Officer and Chief Academic Officer, manage the Company's operations as a whole.

Recent Accounting Pronouncement Not Yet Adopted

ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

In June 2016, the ~~FASB~~Financial Accounting Standards Board ("FASB") issued ~~ASU~~Accounting Standard Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which significantly changes how entities will measure credit losses for most financial assets, including accounts receivable. ASU No. 2016-13 will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. On November 15, 2019, the FASB delayed the effective date of Topic 326 for certain small public companies and other private companies until fiscal years

~~Table of Contents~~

~~ASPEN GROUP, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~October 31, 2021~~

~~(Unaudited)~~

beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The Company is currently evaluating the new guidance and ~~has~~does not ~~yet determined whether~~expect the adoption of the new standard ~~will~~to have a material impact on its consolidated financial statements orwhen adopted on the ~~method~~effective date of ~~adoption.~~May 1, 2023.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The guidance was issued as improvements to ASU No. 2016-13 described above. The vintage disclosure changes require an entity to disclose current-period gross write-offs by year of origination for financing receivables. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The amendments should be applied prospectively. Early adoption of the amendments is permitted, including adoption in an interim period. The amendments will impact our disclosures but will not otherwise impact the consolidated financial statements. The Company is currently evaluating the new guidance.

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ASPEN GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2022

(Unaudited)

Reclassifications

Certain prior fiscal year amounts have been reclassified to conform to the current year presentation.

The ~~Company has concluded that based on industry practices, the preferred presentation for cash~~tenant improvement allowances received ~~in advance for unearned tuition and stipends should be reclassified~~ from ~~"restricted cash" to "cash and cash equivalents." The cash~~landlords balance of ~~$3,958,793~~$816,591 for ~~funds held for students for unbilled educational services that were received from Title IV and non-Title IV programs at April 30,~~the six months ended October 31, 2021, which was previously included in ~~"restricted cash"~~"Purchases of property and equipment" in the accompanying consolidated ~~balance sheet,~~statements of cash flows, was reclassified to ~~"cash and cash equivalents"~~"Disbursements for reimbursable leasehold improvements" to align with the current fiscal year presentation. There is no impact to total ~~current assets~~cash used in investing activities included in the accompanying consolidated ~~balance sheet at April 30,~~statements of cash flows for the six months ended October 31, 2021. ~~The restricted cash balance at April 30, 2021, now includes letters of credit and a compensating balance under a secured credit line of $1,193,997.~~

Note 3. Property and Equipment

As property and equipment reach the end of their useful lives, the fully expired assets are written off against the associated accumulated depreciation and amortization.

When assets are disposed of before reaching the end of their useful lives both the recorded cost of the fixed asset and the corresponding amount of accumulated depreciation is reversed. Any remaining difference between the two, net of proceeds, is recognized as either other income or expense. There was no expense impact for such write-offs for the three and six months ended October 31, 2022 and 2021.

Software consisted of the following:


		October 31, 2021		April 30, 2021			October 31, 2022		April 30, 2022
Software	Software	$	9,386,352	$	8,488,635	Software	$	10,990,705	$	10,285,096
Accumulated amortization	Accumulated amortization	(4,284,129)		(3,444,325)		Accumulated amortization	(6,118,275)		(5,170,943)
Software, net	Software, net	$	5,102,223	$	5,044,310	Software, net	$	4,872,430	$	5,114,153

Depreciation and amortization expense for property and equipment and software is summarized below:


		Three Months Ended October 31,				Six Months Ended October 31,					Three Months Ended October 31,				Six Months Ended October 31,
		2021		2020		2021		2020			2022		2021		2022		2021
Depreciation and amortization expense:	Depreciation and amortization expense:									Depreciation and amortization expense:
Property and equipment, excluding software	Property and equipment, excluding software	$	367,475	$	164,204	$	718,848	$	327,774	Property and equipment, excluding software	$	435,552	$	367,475	$	864,477	$	718,848
Software	Software	$	428,143	$	346,653	$	839,804	$	661,760	Software	$	477,169	$	428,143	$	947,332	$	839,804

Note 4. Courseware and Accreditation

As courseware and accreditation reach the end of their useful life, they are written off against the accumulated amortization. There was no expense impact for such write-offs for the three and six months ended October 31, ~~2021~~2022 and ~~2020.~~2021.

Courseware and accreditation consisted of the following:


	October 31, 2022		April 30, 2022
Courseware	$	632,313	$	575,283
Accreditation	59,350		59,350
	691,663		634,633
Accumulated amortization	(413,455)		(360,586)
Courseware and accreditation, net	$	278,208	$	274,047

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ASPEN GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, ~~2021~~2022

(Unaudited)

~~Courseware and accreditation consisted of the following:~~
October 31,
2021 April 30,
2021
Courseware $ 557,973 $ 408,222
Accreditation 59,350 59,350
617,323 467,572
Accumulated amortization (317,409) (280,276)
Courseware and accreditation, net $ 299,914 $ 187,296

Amortization expense for courseware and accreditation is summarized below:
Three Months Ended October 31, Six Months Ended October 31,
2021 2020 2021 2020
Amortization expense $ 21,185 $ 10,516 $ 37,133 $ 22,463


	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Courseware and accreditation amortization expense	$	22,349	$	21,185	$	44,369	$	37,133

Amortization expense is included in "Depreciation and amortization" in the unaudited consolidated statements of operations.

Note 5. ~~Secured Note and Accounts Receivable~~Long-term Debt, Net


	October 31, 2022		April 30, 2022
Credit Facility due March 14, 2023 (the "2022 Revolving Credit Facility")	$	—	$	—
Credit Facility due November 4, 2023 (the "2018 Credit Facility"); interest payable monthly in arrears	5,000,000		5,000,000
12% Convertible Notes due March 14, 2027 (the "2022 Convertible Notes"); interest payable monthly in arrears	10,000,000		10,000,000
Total long-term debt	15,000,000		15,000,000
Less: Unamortized debt discount	(95,444)		(124,265)
Total long-term debt, net	$	14,904,556	$	14,875,735

2022 Convertible Notes

On March ~~30, 2008~~14, 2022, the Company issued $10 million in principal convertible notes (the "2022 Convertible Notes") to two unaffiliated lenders (individually a "Lender" and ~~December 1, 2008, Aspen University sold courseware pursuant~~collectively, the "Lenders") in exchange for $5 million notes to ~~marketing agreements to Higher Education Management Group, Inc. (“HEMG”), which was then a related party and principal stockholder~~each of the ~~Company. As discussed~~two unaffiliated Lenders. The proceeds are used for general corporate purposes, including funding the Company’s previous expansion of its BSN Pre-Licensure nursing degree program. The key terms of the Convertible Notes are as follows:

•At any time after issuance date, the Lenders had the right to convert the principal into shares of the Company’s common stock at a conversion price of $1.00 per share;

•The Convertible Notes automatically convert at $1.00 per share into shares of the Company’s common stock if the average closing price of our common stock is at least $2.00 over a 30 consecutive trading day period. This mandatory conversion is subject to each Lender’s 9.9% beneficial ownership limitation and is also subject to the Nasdaq combined 19.99% requirement which generally provides that a listed issuer may not issue 20% or more of its outstanding common stock or voting power in ~~Note 11,~~a non-public offering at below a minimum price unless the Company’s stockholders first approve such issuance;

•The Convertible Notes are due March 14, 2027 or approximately five years from the closing;

•The interest rate of the Convertible Notes is 12% per annum (payable monthly in arrears); and

•The Convertible Notes are secured by a first priority lien in all current and future accounts receivable of the Company’s subsidiaries, certain of the deposit accounts of the Company and ~~Aspen University sued HEMG seeking~~its subsidiaries and a pledge of the common stock of the Company held by its Chief Executive Officer (the “2022 Collateral”).

At closing of the 2022 Convertible Notes, the Company agreed to ~~recover~~pay each Lender's legal fees arising from this transaction of $135,562 and another $60,833 incurred during August 2022, which has been recorded as a deferred financing cost debt discount and is being amortized over a one-year period in "Interest expense" in the accompanying consolidated financial statements.

2022 Revolving Credit Facility

On March 14, 2022, the Company entered into Revolving Promissory Note and Security Agreements (the "2022 Revolver Agreements") with the same two unaffiliated Lenders of the 2022 Convertible Notes for a one-year, $20 million secured revolving line of credit that requires monthly interest payments on sums ~~due~~borrowed at the rate of 12% per annum (the "2022 Revolving Credit Facility"). At October 31, 2022, there were no outstanding borrowings under the ~~agreements. Ultimately,~~2022 Revolving Credit

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ASPEN GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2022

(Unaudited)

Facility. The Company paid a 1% commitment fee of $200,000 at closing, which was recorded as a deferred financing cost, non-current asset, and is being amortized over the term of the loan of one-year, and another 1% commitment fee of $200,000 six months from the closing date, or September 14, 2022, since the revolving credit facility has not been replaced.

Pursuant to the 2022 Convertible Notes and the 2022 Revolving Credit Facility (the "Notes"), all future indebtedness incurred by the Company, other than indebtedness expressly permitted by the Notes, will be subordinated to the Notes and the Prior Credit Facility, as defined below, with an exception for acquisitions of software and equipment under purchase money agreements and capital leases.

The Company’s obligations under the 2022 Revolver Agreements are secured by a first priority lien in the same 2022 Collateral as described above under "2022 Convertible Notes."

On March 14, 2022, in connection with the issuance of the Notes, the Company also entered into an intercreditor agreement (the “Intercreditor Agreement”) among the Company, the Lenders and the lender under a prior credit facility dated November 5, 2018 (as amended, the “2018 Credit Facility”). The Intercreditor Agreement provides among other things that the Company's obligations under, and the security interests in the Collateral granted pursuant to the Notes and the 2018 Credit Facility shall rank pari passu to one another.

In connection with the issuance of the Notes, the Company also entered into an Investors/Registration Rights Agreement with the Lenders (the “Registration Rights Agreement”) whereby, upon request of either Lender on or after August 15, 2022 the Company must file and obtain and maintain the effectiveness of a registration statement registering the shares of common stock issued or issuable upon conversion of the Convertible Notes. No lender requests have been made as of the date of this filing.

On March 14, 2022, the Company entered into an amendment with the lender pursuant to the 2018 Credit Facility to extend the maturity date of the 2018 Credit Facility by one year to November 4, 2023.

On March 14, 2022, the Company entered into a letter agreement with the Lenders (the “Letter Agreement”). Pursuant to the Letter Agreement, the Company and its subsidiaries made certain representations and warranties to the Lenders. The Letter Agreement also contained certain conditions precedent to the closing of the transactions.

On April 22, 2022, the Company entered into an agreement with an insurance company which issued an approximately $18.3 million surety bond which was required by the Arizona State Board for Private Postsecondary Education. In order to cause the insurance company to deliver the surety bond, the Company entered into a First Amendment to the Intercreditor Agreement with the two Lenders of the March 14, 2022, financing arrangements to amend the Intercreditor Agreement entered into by the same parties on March 14, 2022 (the “Amendment”). The Amendment provides that the Company and each of the Lenders, at all times prior to the delivery of the Termination Certificate (as defined below), excluding funding as directed by the surety bond as described more fully below, (i) the Company shall not be permitted to make any draw request or borrow any funds under the 2022 Revolver Agreements and (ii) the Lenders shall not be required to fund any loan or advance any funds under the 2022 Revolver Agreements. Upon that certain surety bond ceasing to be outstanding, the Company shall deliver to the lenders a certificate (such certificate, the “Termination Certificate”), certifying that the surety bond is no longer outstanding and that there are no further obligations in respect of the surety bond owing by the Company to the insurance company. Prior to issuance of the Termination Certificate and during the time the surety bond is in effect, the insurance company may cause the Company to draw on funds for the express purposes of resolving claims filed under the surety bond. In addition to the draw restriction on the 2022 Revolver Agreements, the insurance company required the Company to restrict $5 million of cash. As consideration for the Lenders agreeing to enter into the Amendment, the Company agreed to issue each Lender 100,000 five-year warrants exercisable at $1.00 per share. The fair value of the warrants is $118,000 and is being amortized over the remaining term of the debt. The fair value of the warrants are treated as deferred financing costs, a non-current asset, in the accompanying consolidated balance sheets at April 30, 2022. Total unamortized costs at October 31, 2022 were $59,000. See Note 6. Stockholders’ Equity for additional information related to these warrants.

On October 31, 2022, Aspen ~~University obtained~~and the Arizona State Board for Private Postsecondary Education entered into a ~~favorable default judgment,~~revised stipulated agreement that reduces AU's surety bond requirement from $18.3 million to $5.5 million and requires a civil penalty of $12,000. Other requirements from the April 2022 stipulated Agreement were carried forward to this revised agreement.

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October 31, 2022

(Unaudited)

In December 2022, as a result ~~received a distribution from~~of the ~~bankruptcy trustee court of $498,120, which is included in "other (expense) income, net" in~~revised stipulated agreement with the ~~accompanying unaudited consolidated statements of operations~~Arizona State Board for ~~the six months ended~~Private Postsecondary Education on October 31, ~~2021. Due to~~2022, $1.5 million of the ~~bankruptcy of HEMG,~~restricted cash associated with the ~~Company also wrote off a net receivable of $45,329 in the same period.~~surety bond became unrestricted, providing additional cash for operations. See Note 11. Subsequent Event.

~~Note 6. Long-term Debt~~

2018 Credit Facility

On November 5, 2018, the Company entered into ~~a loan agreement (the “Credit~~the 2018 Credit Facility ~~Agreement”)~~Agreement with the Leon and Toby Cooperman Family Foundation (the “Foundation”). The Credit Facility Agreement ~~provided~~provides for a $5,000,000 revolving credit facility (the ~~“Credit Facility”~~"2018 Credit Facility") evidenced by a revolving promissory note (the “Revolving Note”). Borrowings under the 2018 Credit Facility Agreement bear interest at 12% per annum. Interest payments are due monthly through the term of the 2018 Credit Facility.

On August 31, 2021, the Company extended the 2018 Credit Facility Agreement with the Foundation by one year from November 4, 2021, to November 4, ~~2022.~~2022 (see below, which were extended by one year). In conjunction with the extension of the 2018 Credit Facility on August 31, 2021, the Company drew down funds of $5,000,000. At each October 31, 2022 and April 30, 2022, there were $5,000,000 ~~of funds from~~outstanding borrowings under the ~~Facility at 12% interest per annum due November 4, 2022.~~2018 Credit Facility.

Additionally, on August 31, 2021, the Company issued to the Foundation warrants, as an extension fee, to purchase 50,000 shares of the Company’s common stock exercisable for five years from the date of issuance at the exercise price of ~~$5.89~~$5.85 per share. The fair value of the warrants is $137,500 and is being amortized ~~over~~to interest expense through the ~~14-month line~~maturity date of ~~credit period.~~November 4, 2023, as extended on March 14, 2022. On March 14, 2022, the Company extended its existing $5 million Credit Facility by one year to November 4, 2023, at an increased interest rate from 12% to 14% per annum. The fair value of the warrants ~~are treated~~were recorded as deferred financing costs, a non-current asset, in the accompanying consolidated balance sheets at ~~October 31, 2021~~April 30, 2022, to be amortized over the term of the 2018 Credit Facility. Total unamortized costs at October 31, ~~2021~~2022 were ~~$117,857.~~$46,233. See Note 76. Stockholders’ Equity for additional information related to these warrants.

~~At October 31, 2021 and April 30, 2021, there were $5,000,000 and no outstanding borrowings, respectively, under the Credit Facility.~~

The Credit Facility Agreement contains customary representations and warranties and events of default. Pursuant to the Loan Agreement and the Revolving Note, all future or contemporaneous indebtedness incurred by the Company, other than indebtedness expressly permitted by the Credit Facility Agreement and the Revolving Note, will be subordinated to the Facility.

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~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~October 31, 2021~~

~~(Unaudited)~~

On March 6, 2019, the Company amended and restated the Credit Facility Agreement (the “Amended and Restated Facility Agreement”) and the Revolving Note. The Amended and Restated Facility Agreement provides among other things that the Company’s obligations thereunder are secured by a first priority lien in certain deposit accounts of the Company, all current and future accounts receivable of Aspen University and USU, certain of the deposit accounts of Aspen University and USU and all of the outstanding capital stock of Aspen University and USU.

Pursuant to the Credit Facility Agreement, on November 5, 2018 the Company issued to the Foundation warrants to purchase 92,049 shares of the Company’s common stock exercisable for five years from the date of issuance at the exercise price of $5.85 per share which were deemed to have a relative fair value of $255,071 (the "2018 Cooperman Warrants"). These warrants were exercised on June 8, 2020. The fair value of the warrants along with the upfront Facility fee were treated as debt issue cost assets to be amortized over the term of the loan, as the facility has not been drawn on. As a result of the aforementioned note extension, the remainder of the unamortized costs of $9,722 were written off during the quarter ended October 31, 2021. Total unamortized costs at October 31, 2021 and April 30, 2021 were $0 and $18,056, respectively.

Note 7.6. Stockholders’ Equity

AGI maintains 2two stock-based incentive plans: the 2012 Equity Incentive Plan (the “2012 Plan”) and the 2018 Equity Incentive Plan (the “2018 Plan”) that ~~provides~~provide for the grant of shares in the form of incentive stock options, non-qualified stock options, restricted shares, stock appreciation rights and RSUs to employees, consultants, officers and directors. The 2012 Plan expired on March 15, 2022, and remains in effect for outstanding grants only, and is no longer available for new grants. On March 8, 2022, we transferred the 129,009 unused shares under the 2012 Plan to the 2018 Plan.

As of October 31, 2022 and April 30, 2022, there were 1,091,253 and 812,763 shares, respectively, remaining available for future issuance under the 2018 Plan.

On July 6, 2022, the Company amended its Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock the Company is authorized to issue from 40,000,000 to 60,000,000 authorized shares, which was approved at a special meeting of the Company's stockholders held on July 6, 2022. This increase has been retrospectively adjusted to all periods in the accompanying consolidated financial statements.

On December ~~30, 2020,~~22, 2021, the Company held its Annual Meeting of Shareholders at which the shareholders voted to amend the 2018 Plan to increase the number of shares of common stock available for issuance under the 2018 Plan from ~~1,100,000~~1,600,000 to ~~1,600,000~~2,350,000 shares.

Preferred Stock

The Company is authorized to issue 1,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. As of October 31, ~~2021~~2022 and April 30, ~~2021 there~~2022, we had no shares of preferred stock issued and outstanding.

Common Stock

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2022

(Unaudited)

At both October 31, 2022 and April 30, 2022, the Company was authorized to issue 60,000,000 shares of common stock, respectively.

On August 18, 2022, Aspen Group, Inc. entered into an Equity Distribution Agreement (the “Agreement”) with Northland Securities, Inc. (“Northland”), pursuant to which the Company could issue and sell from time to time, through Northland, shares of the Company’s common stock (the “Shares”), with offering proceeds of up to $3,000,000.

Under the Agreement, Northland was entitled to compensation of 3% of the gross proceeds from the sales of the Shares sold under the Agreement. The Company also agreed to reimburse Northland for certain specified expenses, including the fees and disbursements of its legal counsel of approximately $60,000, which is included in "Accrued expenses" in the accompanying consolidated balance sheets. The Company estimates that the total expenses for the offering, excluding compensation and reimbursement payable to Northland under the terms of the Agreement, was approximately $100,000.

The Shares were ~~171,459~~being offered and ~~549,739~~sold pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2022 and the accompanying base prospectus which is part of the Company’s effective Registration Statement on Form S-3 (File No. 333-251459) (the “Registration Statement”). The Agreement contains representations, warranties and covenants customary for the transactions of this kind. On October 11, 2022, the Company canceled the Agreement. The Company sold 11,840 shares ~~remaining available~~under the Agreement and received net proceeds of $9,535.

On August 4, 2022, the Compensation Committee approved a 25,000 common stock grant to Lampert Capital Advisors for financial advisory services to assist with locating and securing an accounts receivable financing facility. The purpose of the facility is to provide working capital to position the Company for future ~~issuance under~~growth among its online post-licensure nursing degree programs. The grant had a grant date fair value of $24,500 based on a closing stock price of $0.98 per share, and it was fully vested on the ~~2012~~grant date. The expense related to this grant for each of the three and six months ended October 31, 2022 was $24,500. The expense is included in "General and administrative" expense in the ~~2018 Plans, respectively.~~consolidated statements of operations.

Restricted Stock

As of both October 31, ~~2021,~~2022 and April 30, 2022, there were ~~8,224~~no unvested shares of restricted common stock outstanding. During the six months ended October 31, 2022 and 2021, there were no new restricted stock grants, forfeitures, ~~vested stock~~ or expirations. ~~Total~~There is no unrecognized compensation expense related to ~~the unvested shares~~restricted stock as of October 31, ~~2021 was $7,018, and is expected to be recognized over a weighted-average period of approximately 0.17 years.~~2022.

Restricted Stock Units

A summary of the Company’s RSU activity, granted under the 2012 and 2018 Equity Incentive Plans, during the six months ended October 31, ~~2021~~2022 is presented below:


Restricted Stock Units	Restricted Stock Units	Number of Shares	Weighted Average Grant Price		Restricted Stock Units	Number of Shares		Weighted Average Grant Date Fair Value
Unvested balance outstanding, April 30, 2021		549,972	$	6.58
Unvested balance outstanding, April 30, 2022					Unvested balance outstanding, April 30, 2022	929,928		$	6.12
Granted	Granted	412,792	6.16		Granted	—		—
Forfeits	Forfeits	(28,841)	9.80		Forfeits	(179,883)		7.69
Vested	Vested	(34,820)	6.15		Vested	(189,693)	1	0.79
Expired	Expired	—	—		Expired	—		—
Unvested balance outstanding, October 31, 2021		899,103	$	5.38
Unvested balance outstanding, October 31, 2022					Unvested balance outstanding, October 31, 2022	560,352		$	7.42

___________________

~~Of t~~he ~~412,792~~1 Includes 123,448 RSUs ~~granted during~~that will be issued in the ~~six months ended October 31, 2021, 410,000 RSUs correspond to executive compensation grants summarized below.~~ third quarter of fiscal year 2023.

On August 16, 2021, the Compensation Committee approved a 125,000 RSU grant to the Company’s newly hired Chief Financial Officer as part of ~~the~~his employment agreement. The grant has a grant date fair value of $725,000 based on a closing stock price of $5.80 per share. On August 12, 2021, the Compensation Committee approved individual grants of 80,000 RSUs

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~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~October 31, 2021~~

~~(Unaudited)~~

to the Company’s Chief Operating Officer and Chief Academic Officer. The grants have a total grant date fair value of $1.0 million based on a closing stock price of $6.48 per share.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2022

(Unaudited)

The three executive grants discussed above are under the Company’s 2018 ~~Equity Incentive~~ Plan and are set to vest annually over a period of three years and are subject to continued employment as an officer of the Company on each applicable vesting date. The amortization expense related to these grants for the three and six months ended October 31, ~~2021~~2022 was $146,817 and $293,633, respectively, which is included in "general and administrative expense" in the accompanying consolidated statement of operations. The amortization expense related to these grants for the three and six months ended October 31, 2021 was $146,817 for each respective period.

On July 21, 2021, as part of a new employment agreement, the Compensation Committee approved a 125,000 RSU grant to the Company's Chief Executive Officer under the Company's 2018 ~~Equity Incentive~~ Plan. The grant ~~has~~had a grant date fair value of $873,750 based on a closing stock price of $6.99 per share. As stipulated in the grant, vesting is subject to continued employment with the Company and will occur in full on the date the Company files with the SEC a quarterly or annual report on Forms 10-Q or 10-K, as applicable, which reflects the Company's reported net income on a GAAP basis. The Company ~~expects this condition to be met in the fourth quarter of Fiscal 2022 and is~~was amortizing the expense over ~~one year~~three years through July ~~2022~~2024 (the anticipated filing date of the Form 10-K for Fiscal Year ~~2022)~~2024). ~~The~~At July 31, 2022, the Company ~~will continue to assess~~assessed that the performance condition ~~at each reporting period. If~~will not be met. Therefore, the ~~RSUs do not vest within three years from~~cumulative amortization expense related to this grant of $242,708 was reversed, which is included in general and administrative expense in the ~~July 21, 2021 effective date, they will be forfeited.~~consolidated statements of operations. The amortization expense related to this grant for the three and six months ended October 31, 2021 was $72,813 and $218,438, respectively, which is included in ~~general~~"General and ~~administrative~~administrative" expense in the consolidated statements of ~~operations.~~operations prior to the reversal.

~~The remaining 2,792 RSU grants during~~Of the ~~six months ended~~560,352 unvested RSUs outstanding at October 31, ~~2021 were granted to employees and have a grant date fair value that ranges from $4.92 to $6.50 per share, or a total of $16,456, vesting annually over three years~~ ~~and subject to continued employment on each applicable vesting date~~.

~~Of the~~ ~~899,103 unvested RSUs outstanding~~ at ~~October 31, 2021, there are 195,000 RSUs remaining~~2022, 162,500 remain from the February 4, 2020 executive grant. These RSUs vest four years from the grant date, if each applicable executive is still employed by the Company on the vesting date, and are subject to accelerated vesting for all RSUs if the closing price of the Company’s common stock is at least $12 for 20 consecutive trading days. On the grant date, the closing price of the Company's common stock on The Nasdaq Global Market was $9.49 per share. The a~~mortization~~amortization expense related to this grant for the three and six months ended October 31, 2022 was $91,531 and $57,380, respectively, which includes an expense reversal of $139,431 due to the resignation of the Chief Nursing Officer on July 15, 2022. The amortization expense related to these transactions for the three and six months ended October 31, 2021, ~~and 2020,~~ was ~~approximately~~ $112,155 and $224,311, ~~and $111,211 and $1.5 million, respectively, which~~respectively. The amortization expense is included in general and administrative expense in the consolidated statements of operations. The remaining unvested RSUs during the three and six months ended October 31, 2022 were granted to employees.

At October 31, ~~2021,~~2022, total unrecognized compensation expense related to unvested RSUs is ~~$4,839,604~~$2,127,217 and is expected to be recognized over a weighted-average period of approximately ~~1.57~~1.30 years.

Warrants

The Company estimates the fair value of warrants utilizing the Black-Scholes pricing model, which is dependent upon several variables such as the expected term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected term and expected dividend yield rate over the expected term. The Company believes this valuation methodology is appropriate for estimating the fair value of warrants issued ~~to directors~~ which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes expense on a straight-line basis over the vesting period of each warrant issued.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, ~~2021~~2022

(Unaudited)

A summary of the Company’s warrant activity during the six months ended October 31, ~~2021~~2022 is presented below:


Warrants	Warrants	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value		Warrants	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Balance Outstanding, April 30, 2021		374,174	$	6.37	1.90	$	—
Balance Outstanding, April 30, 2022								Balance Outstanding, April 30, 2022	649,174	$	4.70	1.96	$	—
Granted	Granted	75,000	$	6.23	4.80	—		Granted	—	$	—	—	—
Exercised	Exercised	—	$	—	—	—		Exercised	—	$	—	—	—
Surrendered	Surrendered	—	$	—	—	—		Surrendered	—	$	—	—	—
Expired	Expired	—	$	—	—	—		Expired	(224,174)	$	6.87	—	—
Balance Outstanding, October 31, 2021		449,174	$	6.35	1.96	$	—

Exercisable, October 31, 2021		424,174	$	6.31	1.80	$	—
Balance Outstanding, October 31, 2022								Balance Outstanding, October 31, 2022	425,000	$	3.56	3.27	$	—
Unvested								Unvested	(16,667)
Exercisable, October 31, 2022								Exercisable, October 31, 2022	408,333	$	3.42	3.17	$	—


OUTSTANDING WARRANTS	OUTSTANDING WARRANTS				EXERCISABLE WARRANTS				OUTSTANDING WARRANTS				EXERCISABLE WARRANTS
Exercise Price	Exercise Price	Weighted Average Exercise Price		Outstanding No. of Warrants	Weighted Average Exercise Price		Weighted Average Remaining Life In Years	Exercisable No. of Warrants	Exercise Price	Weighted Average Exercise Price		Outstanding Number of Warrants	Weighted Average Exercise Price		Weighted Average Remaining Life In Years	Exercisable Number of Warrants
$	4.89	$	4.89	50,000	$	4.89	2.44	50,000	1.00	1.00		200,000	$	1.00	4.48	200,000
$	5.85	$	5.85	50,000	$	5.85	4.84	50,000	4.89	$	4.89	50,000	$	4.89	1.44	50,000
$	6.00	$	6.00	100,000	$	6.00	2.35	100,000	5.85	$	5.85	50,000	$	5.85	1.35	50,000
$	6.87	$	6.87	224,174	$	6.87	0.73	224,174	6.00	$	6.00	100,000	$	6.00	3.84	100,000
$	6.99	$	6.99	25,000					6.99	$	6.99	25,000	$	6.99	3.72	8,333
				449,174				424,174				425,000				408,333

On April 22, 2022, as consideration for amending the Intercreditor Agreement, the Company issued warrants to the same two unaffiliated Lenders of the 2022 Convertible Notes, to each purchase 100,000 shares of the Company’s common stock exercisable for five years from the date of issuance at the exercise price of $1.00 per share. See Note 5. Long-term Debt, Net. The fair value of the warrants is $118,000 and is being amortized over the remaining term of the debt. The fair value of the warrants is treated as deferred financing costs, a non-current asset, in the accompanying consolidated balance sheets at October 31, 2022 and April 30, 2022. Total unamortized costs at October 31, 2022 and April 30, 2022 was $59,000 and $118,000, respectively. The Company has recognized $29,500 and $59,000 of amortization expense in connection with the fair value of the warrants for the three and six months ended October 31, 2022, which is included in "interest expense" in the accompanying consolidated statement of operations.

On August 31, 2021, the Compensation Committee approved the issuance of warrants to the Leon and Toby Cooperman Family Foundation as an extension fee in connection with the ~~$5 million revolving line~~extension of ~~credit.~~the 2018 Credit Facility Agreement. The warrants allow for the purchase of 50,000 shares of the Company’s common stock and have an exercise price of $5.85. The warrants have an exercise period of five years from the August 31, 2021 issuance date and will terminate automatically and immediately upon the expiration of the exercise period. The fair value of the warrants is $137,500 and is being amortized over the 14-month line of credit period. TheThe Company has ~~recognized $19,643 o~~frecognized $11,169 and $22,336 of amortization expense in connection with the fair value of the warrants for the three and six months ~~ending~~ended October 31, ~~2021,~~2022, which is included in "interest expense" in the accompanying consolidated statement of operations.

On July 21, 2021, the ~~Compensation~~Executive Committee approved the issuance of warrants to a former member of the Board of Directors for the purchase of 25,000 shares of the Company's common stock with an exercise price of $6.99 per share. The warrants have an exercise period of five years from the July 21, 2021 issuance date and vest annually over a ~~three year~~three-year period subject to continued service on the Company's Advisory Board on each applicable vesting date. The warrants will terminate automatically and immediately upon the expiration of the exercise period. The fair value of the warrants is $84,000 and is being amortized over the ~~three year~~three-year vesting period. TheThe Company has recognized ~~$7,000~~$7,000 and ~~$9,333~~$14,000 of amortization expense in connection ~~with the fair value of the warrants for the~~ ~~three and six months ending October 31, 2021, respectively, which is included in “general and administrative” expense in the accompanying consolidated statement of operations.~~

During the three months ended July 31, 2020, there was a warrant modification and acceleration charge of $25,966 related to the exercise of 192,049 warrants by the Leon and Toby Cooperman Family Foundation, which was included in “other (expense) income, net” in the accompanying consolidated statement of operations.

~~On April 10, 2019, the Company issued warrants to an advisory board member for services to purchase 50,000 shares of the Company's common stock with an exercise price of $4.89 per share.~~ The warrants have an exercise period of five years from the April 10, 2019 issuance date and vest annually over a three year period. The warrants will terminate automatically and immediately upon the expiration of ~~the exercise period. The fair value of the warrants is $109,500 and is being amortized over~~

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October 31, ~~2021~~2022

(Unaudited)

~~the three year vesting period. The Company has recognized~~ ~~$9,125~~ ~~and $18,250 of amortization expense in connection~~ with the fair value of the warrants for the three and six months ~~ending~~ended October 31, ~~2021 and 2020, respectively,~~2022, which is included in ~~“general~~general and ~~administrative”~~administrative expense in the accompanying consolidated statement of operations.

Stock Option Grants to Employees and Directors

The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term and expected dividend yield rate over the expected option term. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award.

The Company utilizes the simplified method to estimate the expected life for stock options granted to employees. The simplified method was used as the Company does not have sufficient historical data regarding stock option exercises. The expected volatility is based on historical volatility. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected life of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased.

There were no options granted to employees during the six months ended October 31, 2022 and 2021.

A summary of the Company’s stock option activity for employees and directors during the six months ended October 31, ~~2021,~~2022, is presented below:


Options	Options	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value		Options	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Balance Outstanding, April 30, 2021		1,214,473	$	6.24	1.88	$	204,719
Balance Outstanding, April 30, 2022								Balance Outstanding, April 30, 2022	860,182	$	7.03	1.25	$	—
Granted	Granted	—	—		—	—		Granted	—	—		—	—
Exercised	Exercised	(216,752)	5.77		—	—		Exercised	—	—		—	—
Forfeited	Forfeited	(4,419)	4.61		—	—		Forfeited	(36,634)	8.89		—	—
Expired	Expired	(1,252)	2.76		—	—		Expired	(89,720)	5.53		—	—
Balance Outstanding, October 31, 2021		992,050	$	6.61	1.56	$	172,313
Balance Outstanding, October 31, 2022								Balance Outstanding, October 31, 2022	733,828	$	7.12	0.86	$	—

Exercisable, October 31, 2021		928,457	$	6.72	1.51	$	161,584
Exercisable, October 31, 2022								Exercisable, October 31, 2022	733,828	$	7.12	0.84	$	—

~~Of the 216,752 options exercised for 46,908 common shares during the six months ended~~


OUTSTANDING OPTIONS				EXERCISABLE OPTIONS
Exercise Price	Weighted Average Exercise Price		Outstanding Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Life In Years	Exercisable Number of Options
$3.24 to $4.38	$	3.82	31,998	$	4.00	1.75	31,998
$4.50 to $5.20	$	4.94	123,379	$	4.97	1.28	123,379
$7.17 to $7.55	$	7.45	463,702	$	7.46	0.83	463,702
$8.57 to $9.07	$	8.98	114,749	$	8.98	0.18	114,749
			733,828				733,828

As of October 31, 2021, 200,000 were cashless options exercised by the Company’s Chief Operating Officer in September 2021. As part of this cashless transactions, 30,156 net shares were issued and 169,844 were retained by the Company.2022, there are no unrecognized compensation costs related to unvested stock options.

During the three and six months ended October 31, 2021 and 2020, the Company received proceeds from the exercise of stock options for cash of $33,486 and $56,034 and $945,332 and $2,215,315, respectively.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, ~~2021~~2022

(Unaudited)

OUTSTANDING OPTIONS EXERCISABLE OPTIONS
Exercise
Price Weighted
Average
Exercise
Price Outstanding
Number of
Options Weighted
Average
Exercise
Price Weighted
Average
Remaining Life
In Years Exercisable
Number of
Options
$3.24 to $4.38 $ 3.82 179,264 $ 3.81 0.78 166,597
$4.50 to $5.20 $ 4.94 153,944 $ 5.00 1.99 111,019
$5.95 to $6.28 $ 5.95 28,000 $ 5.95 0.81 28,000
$7.17 to $7.55 $ 7.45 473,093 $ 7.46 1.82 465,092
$8.57 to $9.07 $ 8.98 157,749 $ 8.98 1.18 157,749
992,050 928,457

~~As of October 31, 2021, there was approximately $28,670 of unrecognized~~Stock-based compensation ~~costs~~ related to ~~unvested~~RSUs, restricted stock ~~options. That cost is expected to be recognized over a weighted-average period of approximately 0.92 year.~~and stock options

~~Stock-based compensation related stock options, RSUs and restricted stock~~

~~For~~A summary of the ~~three and six months ended October 31, 2021, the Company recorded~~Company’s stock-based compensation expense, of $722,158 and $1,264,870, respectively, which consisted of: $23,504 and $108,912, $688,129 and $1,134,906 and $10,525 and $21,052, respectively, in connection with stock options, RSUs and restricted stock, which is included in ~~“general~~"general and ~~administrative”~~administrative" expense in the ~~unaudited~~ consolidated ~~statements~~statement of ~~operations.~~operations is presented below:

For the three and six months ended October 31, 2020, the Company recorded stock-based compensation expense of $1,831,548 and $2,318,658, respectively, which consisted of: $142,397 and $311,131, $1,678,622 and $1,986,474 and $10,529 and $21,053, respectively, in connection with stock options, RSUs and restricted stock, which is included in “general and administrative” expense in the unaudited consolidated statement
~~s of operations.~~


	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
RSUs	$	458,206	$	688,129	$	499,259	$	1,134,906
Restricted Stock	—		10,525		—		21,052
Stock options	130		23,504		5,407		108,912
Total stock-based compensation expense	$	458,336	$	722,158	$	504,666	$	1,264,870

Treasury Stock

As of both October 31, ~~2021~~2022 and April 30, ~~2021,~~2022, 155,486 shares of common stock were held in treasury representing shares of common stock surrendered upon the exercise of stock options in payment of the exercise prices and the taxes and similar amounts due arising from the option exercises. The ~~value of these shares is approximately $1.8 million and represents~~values aggregating $1,817,414 were based upon the fair market value of shares surrendered as of the date of each applicable exercise date.

Note 8.7. Revenue

Revenue consists primarily of tuition and fees derived from courses taught by the Company online as well as from related educational resources that the Company provides to its students, such as access to ~~our~~its online materials and learning management system. The Company’s educational programs have starting and ending dates that differ from its fiscal quarters. Therefore, at the end of each fiscal quarter, a portion of revenue from these programs is not yet earned and is therefore deferred. The Company also charges students fees for library and technology costs, which are recognized over the related service period and are not considered separate performance obligations. Other services, books, and exam fees are recognized as services are provided or when goods are received by the student. The Company’s contract liabilities are reported as deferred revenue and due to students. Deferred revenue represents the amount of tuition, fees, and other student payments received in excess of the portion recognized as revenue and it is included in current liabilities in the accompanying consolidated balance sheets.

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~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~October 31, 2021~~

~~(Unaudited)~~

The following table represents ~~our~~the Company's revenue disaggregated by the nature and timing of services:


		Three Months Ended October 31,				Six Months Ended October 31,					Three Months Ended October 31,				Six Months Ended October 31,
		2021		2020		2021		2020			2022		2021		2022		2021
Tuition - recognized over period of instruction	Tuition - recognized over period of instruction	$	16,632,114	$	14,974,682	$	33,753,794	$	28,341,990	Tuition - recognized over period of instruction	$	14,668,048	$	16,632,114	$	30,963,458	$	33,753,794
Course fees - recognized over period of instruction	Course fees - recognized over period of instruction	1,982,771		1,786,364		3,986,111		3,386,057		Course fees - recognized over period of instruction	1,897,980		1,982,771		4,014,059		3,986,111
Book fees - recognized at a point in time	Book fees - recognized at a point in time	15,018		46,037		42,777		85,175		Book fees - recognized at a point in time	—		15,018		—		42,777
Exam fees - recognized at a point in time	Exam fees - recognized at a point in time	194,371		78,900		390,413		149,555		Exam fees - recognized at a point in time	231,458		194,371		470,526		390,413
Service fees - recognized at a point in time	Service fees - recognized at a point in time	115,937		85,062		198,111		173,830		Service fees - recognized at a point in time	277,061		115,937		520,417		198,111
		$	18,940,211	$	16,971,045	$	38,371,206	$	32,136,607
Revenue										Revenue	$	17,074,547	$	18,940,211	$	35,968,460	$	38,371,206

Contract Balances and Performance Obligations

The Company recognizes deferred revenue as a student participates in a course which continues past the consolidated balance sheet date.

The deferred revenue balance as of October 31, 2022 and April 30, ~~2021~~2022, was ~~$6,825,014.~~$8,772,017 and $5,889,911, respectively. During the six months ended October 31, ~~2021,~~2022, the Company recognized ~~$5,407,735~~$5,055,024 of revenue that was included in the deferred revenue balance as of April 30, ~~2021.~~2022. The Company classifies deferred revenue as current when the remaining term of the course, including the affect to the refund policy, is one year or less.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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(Unaudited)

When the Company begins providing the performance obligation by beginning instruction in a course, a ~~contract~~contractual receivable is created, resulting in accounts receivable. The Company accounts for receivables in accordance with ASC 310, Receivables. The Company uses the portfolio approach.

Cash Receipts

~~Our~~The Company's students finance costs through a variety of funding sources, including, among others, monthly payment plans, installment plans, federal loan and grant programs (Title IV), employer reimbursement, and various ~~veterans~~veteran and military funding and grants, and cash payments. Most students elect to use our monthly payment plan. This plan allows them to make ~~continuous~~fixed monthly payments ~~during~~over the length of ~~their program and through~~ the ~~length of their~~ payment plan. Title IV and military funding typically ~~arrives~~arrive during the period of instruction. Students who receive reimbursement from employers typically do so after completion of a course. Students who choose to pay cash for a class typically do so before beginning the class.

Significant ~~Judgments~~Judgment

We analyze revenue recognition on a portfolio approach under ASC 606-10-10-4. Significant judgment is utilized in determining the appropriate portfolios to assess for meeting the criteria to recognize revenue under ASC Topic 606. We have determined that all of our students can be grouped into one portfolio. Students behave similarly, regardless of their payment method. Enrollment agreements and refund policies are similar for all of our students. We do not expect that revenue earned for the portfolio is significantly different as compared to revenue that would be earned if we were to assess each student contract separately.

The Company maintains institutional tuition refund policies, which provides for all or a portion of tuition to be refunded if a student withdraws during stated refund periods. Certain states in which students reside impose separate, mandatory refund policies, which override the Company’s policy to the extent in conflict. If a student withdraws at a time when a portion or none of the tuition is refundable, then in accordance with its revenue recognition policy, the Company recognizes as revenue the tuition that was not refunded. Since the Company recognizes revenue pro-rata over the term of the course and because, under its institutional refund policy, the amount subject to refund is never greater than the amount of the revenue that has been deferred, under the Company’s accounting policies revenue is not recognized with respect to amounts that could potentially be refunded.

The Company had revenue from students outside the United States totaling approximately 1%2% of consolidated revenue for each of the three and six months ended October 31, 2022 and 2021, respectively.

Teach-out of the Pre-licensure Nursing Programs

On September 20, 2022, Aspen University and ~~2020.~~

the Arizona State Board of Nursing entered into a Consent Agreement under which Aspen agreed to voluntarily surrender its program approval for its pre-licensure nursing program in Phoenix. Having entered into this agreement, the Company also determined to voluntarily suspend new enrollments to its pre-licensure nursing program in Florida, Georgia, Tennessee and Texas, and will complete instruction for currently enrolled Core nursing students in these locations. The state authorizing units and state boards of nursing were given notice to this effect on September 20, 2022. See Note 10. Commitments and Contingencies for additional information.

For the three and six months ended October 31, 2022, 20% and 22% of total consolidated AGI revenue was earned from its pre-licensure nursing program. For the three and six months ended October 31, 2021, 21% and 22% of total consolidated AGI revenue was earned from this program.

Note 8. Leases

The Company determines if a contract contains a lease at inception. The Company has entered into operating leases totaling approximately 172,021 square feet of office and classroom space in Phoenix, San Diego, New York City, Denver, Austin, Tampa, Nashville, Atlanta and the New Brunswick Province in Canada. These leases expire at various dates through April 2031, and the majority contain annual base rent escalation clauses. Most of these leases include options to extend for additional five-year periods. Since it is not reasonably certain that the leases would be renewed, the Company does not consider the renewal option in the lease term. As permitted by ASC 842, leases with an initial term of twelve months or less are not recorded on the accompanying consolidated balance sheet. The Company does not have any financing leases.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, ~~2021~~2022

(Unaudited)

~~Note 9. Leases~~

We determine if a contract contains a lease at inception. We have entered into operating leases totaling approximately 174,528 square feet of office and classroom space in Phoenix, San Diego, New York City, Denver, Austin, Tampa, Nashville and New Brunswick Province in Canada. These leases expire at various dates through April 2031, the majority contain annual base rent escalation clauses. Most of these leases include options to terminate for a fee or extend for additional five-year periods. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company does not have any financing leases.

As of October 31, ~~2021,~~2022, our ~~longer term~~longer-term operating leases are located in Tampa, Phoenix, Austin, Nashville and ~~Nashville~~Georgia and are set to expire in ~~seven~~six to ~~ten~~eight years. These leases make up ~~95%~~approximately 94% of the total future minimum lease payments.

Operating lease ~~assets are right of use assets ("~~ROU ~~assets"),~~assets, which represent the right to use an underlying asset for the lease term. Operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating leases are included in "Operating lease ~~right of use~~right- of-use assets, net", "Operating lease obligations, current portion" and "Operating lease obligations, less current portion" in the consolidated balance ~~sheet~~sheets at October 31, ~~2021~~2022 and April 30, ~~2021.~~2022. These assets and lease liabilities are recognized based on the present value of remaining lease payments over the lease term. Variable lease costs such as common area maintenance, property taxes and insurance are expensed as incurred. When the lease does not provide an implicit interest rate, the Company uses an incremental borrowing rate of 12% to determine the present value of the lease payments.

Lease incentives are deducted from the ~~right of use~~ROU assets. Incentives such as tenant improvement allowances are amortized as ~~leasehold-improvements,~~leasehold improvements, separately, over the life of the lease term. For the three and six months ended October 31, ~~2021 and 2020,~~2022, the amortization expense for these ~~tenant improvement allowances~~leasehold improvements was ~~$152,499~~$185,245 and $0$358,943, respectively. For the three and six months ended October 31, 2021, the amortization expense for these leasehold improvements was $152,500 and $302,887, ~~and $0, respectively.~~respectively.

Lease expense for operating leases is recognized on a straight-line basis over the lease term. Lease expense for the three and six months ended October 31, ~~2021~~2022 was $1,081,187 and ~~2020 was $916,435 and $664,415 and $1,853,172 and $1,061,653,~~$2,091,699, respectively, which is included in general and administrative expenses in the consolidated statements of operations. Lease expense for the three and six months ended October 31, 2021 was $916,435 and $1,853,172, respectively.

ROU assets are summarized below:


		October 31, 2021		April 30, 2021			October 31, 2022		April 30, 2022
ROU assets - Operating facility leases	ROU assets - Operating facility leases	$	15,958,721	$	14,308,296	ROU assets - Operating facility leases	$	18,527,970	$	15,958,721
Less: accumulated reduction		(2,448,065)		(1,593,433)
Less: accumulated amortization						Less: accumulated amortization	(4,256,489)		(3,312,771)
Total ROU assets	Total ROU assets	$	13,510,656	$	12,714,863	Total ROU assets	$	14,271,481	$	12,645,950

Operating lease obligations, related to the ROU assets are summarized below:


		October 31, 2021		April 30, 2021			October 31, 2022		April 30, 2022
Total lease liabilities	Total lease liabilities	$	22,436,658	$	19,946,229	Total lease liabilities	$	25,544,191	$	22,517,355
Reduction of lease liabilities	Reduction of lease liabilities	(2,558,744)		(1,617,600)		Reduction of lease liabilities	(4,884,300)		(3,671,466)
Total operating lease obligations	Total operating lease obligations	$	19,877,914	$	18,328,629	Total operating lease obligations	$	20,659,891	$	18,845,889

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~~ASPEN GROUP, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~October 31, 2021~~

~~(Unaudited)~~

The following is a schedule by ~~fiscal years of~~ future minimum lease payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of October 31, ~~2021~~ ~~(a)~~ ~~(by~~2022 (by fiscal year).

Maturity of Lease Obligations Lease Payments
2022 (remaining) $ 2,179,605
2023 4,142,637
2024 4,018,977
2025 3,802,959
2026 3,908,722
Thereafter 11,963,225
Total future minimum lease payments 30,016,125
Less: imputed interest (10,138,211)
Present value of operating lease liabilities $ 19,877,914
~~_____________________~~

~~(a)~~ ~~Lease payments exclude $3.7 million of legally binding minimum lease payments for the new BSN Pre-Licensure campus location in a Tier 1 metropolitan area lease signed but not yet commenced.~~


Maturity of Lease Obligations	Lease Payments
2023 (remaining)	$	2,219,203
2024	4,739,252
2025	4,547,151
2026	4,677,145
2027	4,782,909
Thereafter	9,727,292
Total future minimum lease payments	30,692,952
Less: imputed interest	(10,033,061)
Present value of operating lease liabilities	$	20,659,891

Balance Sheet Classification October 31, 2021 April 30, 2021
Operating lease obligations, current portion $ 2,145,431 $ 2,029,821
Operating lease obligations, less current portion 17,732,483 16,298,808
Total operating lease liabilities $ 19,877,914 $ 18,328,629

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~~Other Information~~	~~October 31, 2021~~
~~Weighted average remaining lease term (in years)~~	~~7.29~~
~~Weighted average discount rate~~	12	%

ASPEN GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2022

(Unaudited)


Balance Sheet Classification	October 31, 2022		April 30, 2022
Operating lease obligations, current portion	$	2,204,342	$	2,036,570
Operating lease obligations, less current portion	18,455,549		16,809,319
Total operating lease obligations	$	20,659,891	$	18,845,889


Other Information	October 31, 2022		April 30, 2022
Weighted average remaining lease term (in years)	6.45		6.81
Weighted average discount rate	12	%	12	%

Note ~~10.~~9. Income Taxes

The Company determined that it has a permanent establishment in Canada, as defined by article V(2)(c) of the Convention between Canada and the United States of America with Respect to Taxes on Income and on Capital (the “Treaty”), which would be subject to Canadian taxation as levied under the Income Tax Act. The Company ~~has filed~~is preparing to file Canadian T2 Corporation Income Tax Returns and related information returns under the Voluntary Disclosure Program with the Canada Revenue Agency ("CRA") to cover the 2013 through 2021 tax years during which a permanent establishment ~~may have been~~was in place. ~~As of October 31, 2021, the CRA has not yet responded to the voluntary disclosure.~~ The Company will also file an annual Canadian T2 Corporation Income Tax return to report the ongoing activity of the permanent establishment for ~~the~~ 2022 through 2023, and future taxation years.

As of October 31, 2022, the Company recorded a reserve of approximately $300,000 for the estimate of the 2013 through 2021 tax year foreign income tax liability. This reserve is included in "Accrued expenses" in the consolidated balance sheets.

For the three and six months ended October 31, 2022, the Company recorded a reserve of approximately $25,000 and $50,000, respectively, for the 2023 tax year to the related foreign income tax liability. For the three and six months ended October 31, 2021, the Company recorded a reserve of approximately ~~$150,000~~zero and $148,000, respectively, for the ~~estimate of a multi-year~~2022 tax year to the related foreign income tax liability. These reserves are included in "Accrued expenses" in the consolidated balance sheets.

Note ~~11.~~10. Commitments and Contingencies

Employment Agreements

From time to time, the Company enters into employment agreements with certain of its employees. These agreements typically include bonuses, some of which may or may not be performance-based in nature.

Legal Matters

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~~ASPEN GROUP, INC. AND SUBSIDIARIES~~

~~CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~October 31, 2021~~

~~(Unaudited)~~

From time to time, wethe Company may be involved in litigation relating to claims arising out of ~~our~~its operations in the normal course of business. As of ~~October 31, 2021,~~the date of this Report, except as discussed below, ~~there were no~~we are not aware of any other pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our ~~consolidated~~ operations, and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

On April 6, 2022, Aspen University was served with a class action claim in Arizona Superior Court, alleging violations of the Arizona Consumer Fraud Act and Unjust Enrichment, based on the class representative’s claims that Aspen University misstated the quality of its pre-licensure nursing program. This complaint was likely in response to the Arizona Board of Nursing actions against Aspen University relating to the program, as outlined below. At this time, the only action taken by Aspen University was to file for change of venue which was granted. The size of the potential class action claim is not yet known.

On February 11, 2013, HEMG, and its Chairman, Mr. Patrick Spada, sued the Company, certain senior management members and our directors in state court in New York seeking damages arising principally from (i) allegedly false and misleading statements in the filings with the SEC and the DOE where the Company disclosed that HEMG and Mr. Spada borrowed ~~$2.2~~

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2022

(Unaudited)

$2.2 million without board authority, (ii) the alleged breach of an April 2012 agreement whereby the Company had agreed, subject to numerous conditions and time limitations, to purchase certain shares of the Company from HEMG, and (iii) alleged diminution to the value of HEMG’s shares of the Company due to Mr. Spada’s disagreement with certain business transactions the Company engaged in, all with Board approval.

On December 10, 2013, the Company filed a series of counterclaims against HEMG and Mr. Spada in the same state court of New York. By order dated August 4, 2014, the New York court denied HEMG and Spada’s motion to dismiss the fraud counterclaim the Company asserted against them.

In November 2014, the Company and Aspen University sued HEMG seeking to recover sums due under two 2008 Agreements where Aspen University sold course materials to HEMG in exchange for long-term future payments. On September 29, 2015, the Company and Aspen University obtained a default judgment in the amount of $772,793. This default judgment precipitated the bankruptcy petition discussed in the next paragraph.

On July 21, 2021, the bankruptcy trustee paid the Company $498,120 based on assets available in the trust, which is included in "other income (expense), net" in the accompanying consolidated statements of operations. As a result, the Company wrote off the net receivable of $45,329 ~~described~~against the payment received as settlement in ~~Note 5, at July 31, 2021.~~the first quarter of fiscal year 2022 and recognized a gain. No further assets are available for distribution. ~~At some point,~~

On September 13, 2022, Spada, the ~~New York state court litigation may resume.~~remaining plaintiff, and the Company entered into a Stipulation Discontinuing Action under which the complaint and counterclaims were dismissed with prejudice.

Regulatory Matters

The Company’s subsidiaries, Aspen University and United States University, are subject to extensive regulation by Federal and State governmental agencies and accrediting bodies. In particular, the Higher Education Act (the “HEA”) and the regulations promulgated thereunder by the DOE subject the subsidiaries to significant regulatory scrutiny on the basis of numerous standards that schools must satisfy to participate in the various types of federal student financial assistance programs authorized under Title IV of the HEA.

On August 22, 2017, the DOE informed Aspen University of its determination that the institution has qualified to participate under the HEA and the Federal student financial assistance programs (Title IV, HEA programs) and set a subsequent program participation agreement reapplication date of March 31, 2021. On April 16, 2021, the DOE granted provisional certification for a two-year timeframe, and set a subsequent program participation reapplication date of September 30, 2023.

On May 14, 2019, USU ~~currently has~~was granted temporary provisional certification to participate in the Title IV Programs due to its acquisition by the Company. The provisional certification ~~allows~~allowed the school to continue to receive Title IV funding as it did prior to the change of ownership. The provisional certification expired on December 31, 2020. ~~While the~~The institution submitted its recertification application timely in October 2020, ~~the DOE has not~~and received full certification on May 6, 2022, and a new PPA was issued ~~its final certification. The institution is able to continue operating under its current participation agreement~~with an effective period until ~~the DOE issues its recertification.~~December 31, 2025.

The HEA requires accrediting agencies to review many aspects of an institution's operations in order to ensure that the education offered is of sufficiently high quality to achieve satisfactory outcomes and that the institution is complying with accrediting standards. Failure to demonstrate compliance with accrediting standards may result in the imposition of probation, the requirements to provide periodic reports, the loss of accreditation or other penalties if deficiencies are not remediated.

Because our subsidiaries operate in a highly regulated industry, each may be subject from time to time to audits, investigations, claims of noncompliance or lawsuits by governmental agencies or third parties, which allege statutory violations, regulatory infractions or common law causes of action.

The Company is also subject to regulation by self-regulatory bodies such as accreditors and by state regulators in certain states including states where the Company has a physical presence. Aspen University’s first-time pass rates for our BSN pre-licensure students taking the NCLEX-RN test in Arizona fell from 80% in 2020 to 58% in 2021, which is below the minimum 80% standard set by the Arizona State Board of Nursing (“AZ BON”). As a result of the decline in NCLEX pass rates and other issues, and in alignment with a recommendation from the Arizona State Board of Nursing, the university voluntarily suspended

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, ~~2021~~2022

(Unaudited)

BSN pre-licensure enrollments and the formation of new cohorts at its two Phoenix pre-licensure locations, effective February 2022. In March 2022, Aspen University entered into a Consent Agreement for Probation and a Civil Penalty (the “Consent Agreement”) with the Arizona State Board of Nursing in which Aspen University’s Provisional Approval was revoked, with the revocation stayed pending Aspen University’s compliance with the terms and conditions of the Consent Agreement. The probationary period is 36 months from the date of the Consent Agreement. In June 2022, the AZ BON granted approval of Aspen University’s request for provisional approval as long as the program is in compliance with the consent agreement through March 31, 2025. The stay was broken into two phases, the first lasting through the end of Calendar Year 2022. During Phase I, Aspen University was not permitted to enroll any new students into the core component of its pre-licensure nursing program in Arizona and must achieve the AZ BON-required 80% NCLEX pass rate for the Calendar Year 2022 annual reporting cycle. If this benchmark was not achieved, the AZ BON could lift the stay and initiate the revocation. If Phase I was completed successfully, Phase II would commence with Aspen University on Probation (regular or “stayed revocation” probation, depending on the outcome of Phase I). Aspen University was permitted to begin enrollments into the core component of its pre-licensure nursing program in Arizona once four consecutive quarters of 80% NCLEX first-time pass rates occur. However, once achieved, if the NCLEX pass rate fell below 80% for any quarter, the AZ BON could limit enrollments, and repeated failures may result in a required cessation of enrollments and teach-out of the program. The terms of the Consent Agreement also include requirements that the Company provide the AZ BON with monthly reports, provide that our faculty and administrators undergo additional training, retain an approved consultant to prepare and submit evaluations to the AZ BON, and hire a minimum of 35% full-time qualified faculty by September 30, 2022. For the calendar quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, Aspen University's NCLEX-RN test pass rates were 73.33%, 69.64% and 59.15%, respectively.

On September 20, 2022, Aspen University and the Arizona State Board of Nursing entered into a revised Consent Agreement under which Aspen agreed to voluntarily surrender its program approval for its pre-licensure nursing program in Phoenix, Arizona. Aspen sought the agreement after concluding that it was unable to meet the minimum 80% NCLEX first-time pass rates for calendar year 2022, which was a requirement of an earlier consent agreement that Aspen and the Board signed in March 2022. Aspen did so to minimize uncertainty for its students. Aspen had suspended admissions to its Arizona program in January 2022.

Under the terms of the revised Consent Agreement, many of the previous requirements were eliminated; for example, Aspen no longer has a requirement to use a consultant nor the requirement for a certain percentage of full-time faculty. However, Aspen will continue its current Arizona Core nursing program for all current students and provide regular reports to the Board of Nursing about the program. It remains accountable to the Board to ensure that its current students receive expected instruction and learning opportunities. Once all currently enrolled students in the program have either completed the program or ceased enrollment, or within two years, whichever is sooner, Aspen’s program approval will be automatically voluntarily surrendered for a minimum period of two years.

Having entered into the revised Consent Agreement with the Arizona State Board of Nursing, Aspen suspended new enrollments to its pre-licensure nursing program in Florida, Georgia, Tennessee and Texas and will complete instruction for currently enrolled Core nursing students in those states. The state authorizing units and state boards of nursing were noticed to this effect on September 20, 2022. (See Note 7. Revenue.)

On March 8, 2022, Aspen University also entered into a Stipulated Agreement with the Arizona State Board for Private Postsecondary Education which required the University to post a surety bond for $18.3 million in the fourth quarter of fiscal year 2022. The Stipulated Agreement required the cessation of enrollment in both the pre-professional nursing and core components of the program in Arizona, the submission of student records monthly, the removal of Arizona start date information from websites and catalogs, and monthly reporting to the Board staff. The collateral for this surety bond of $5 million is included in "Restricted cash" in the consolidated balance sheets. On October 31, 2022, Aspen and the Arizona State Board for Private Postsecondary Education entered into a revised stipulated agreement that reduces AU's surety bond requirement from $18.3 million to $5.5 million, requires a civil penalty of $12,000 and enrollment stoppage and teach out of the pre-licensure program. Other requirements from the April 2022 stipulated Agreement were carried forward to this revised agreement. In December 2022, as a result of the revised stipulated agreement with the Arizona State Board for Private Postsecondary Education, $1.5 million of the restricted cash associated with the surety bond became unrestricted, providing additional cash for operations. See Note 11. Subsequent Event.

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ASPEN GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2022

(Unaudited)

Aspen University’s State Authorization Reciprocity Agreement ("SARA"), which is overseen by a National Council ("NC-SARA"), annual approval through the Colorado SARA State Portal Entity has to be renewed by January 30 each year. Aspen University applied on January 18, 2022, and received its 2022 approval effective February 8, 2022. On February 23, 2022, Aspen University received a Notification of Provisional SARA Status from the Colorado SARA State Portal Entity. On March 4, 2022, the DOE provided the final approval for Aspen University’s move from Colorado to Arizona. On March 29, 2022, Aspen University received a Notification of Loss of Eligibility for SARA through Colorado which permitted continued SARA coverage for students enrolled for courses between February 1, 2022 and August 2, 2022. On April 10, 2022, Aspen University submitted an official appeal of the eligibility loss to the Colorado SARA State Portal Entity. Aspen University sought a return to the prior provisional status while the appeal was pending or until the completion of the existing SARA term to February 2023 or until there was approval by the Arizona SARA Council. On April 12, 2022, Aspen University was restored to Provisional Status by the Colorado SARA State Portal Entity according to the terms of the February 23, 2022 letter. On May 17, 2022, Aspen University was informed that its appeal was denied and on June 10, 2022, Aspen University received a letter from the Colorado SARA State Portal Entry indicating that students currently enrolled in academic terms in progress as of May 17, 2022, were covered under SARA for 16 weeks, until September 6, 2022.

In the meantime, Aspen University submitted an application to the Arizona State Portal Entry. This application to obtain approval to become an institutional participant again in NC-SARA from its new primary location in Arizona was deferred at the September 8, 2022 meeting, and will be considered at the January 2023 meeting. Since February 2022, the start of the regulatory concerns over SARA approval, Aspen University has been seeking individual state authorizations for its students. Aspen University has succeeded in securing full approval, exemption, or has determined approval is not required, in 39 states, while 9 additional states allow our currently enrolled students to continue while applications are under review or in process. Students in these states represent 99% of the current student body.

Aspen continues to work with its accreditor on options for a few students in Rhode Island and the District of Columbia. The university has determined that it will not be able to secure authorization in Maryland. Articulation agreements for students in these two states and the District of Columbia are available for the 118 students who may not choose to wait for Aspen to garner NC-SARA approval through Arizona.

Title IV Funding

Aspen University and United States University derive a portion of their revenue from financial aid received by its students under programs authorized by Title IV of the HEA, which ~~are~~is administered by the US Department of Education. When students seek funding from the federal government, they receive loans and grants to fund their education under the following Title IV Programs: (1) the Federal Direct Loan program, or Direct Loan; (2) the Federal Pell Grant program, or Pell; (3) Federal Work Study and (4) Federal Supplemental Opportunity Grants. For the fiscal year ended April 30, ~~2021, 44.72%~~2022, 36.37% of Aspen University’s and ~~33.81%~~28.06% for United States University's cash-basis revenue for eligible tuition and fees were derived from Title IV Programs.

Return of Title IV Funds

An institution participating in Title IV Programs must correctly calculate the amount of unearned Title IV Program funds that have been disbursed to students who withdraw from their educational programs before completion and must return those unearned funds in a timely manner, no later than 45 days of the date the school determines that the student has withdrawn. Under the DOE regulations, failure to make timely returns of Title IV Program funds for 5% or more of students sampled on the institution's annual compliance audit in either of its two most recently completed fiscal years can result in the institution having to post a letter of credit in an amount equal to 25% of its required Title IV returns during its most recently completed fiscal year. If unearned funds are not properly calculated and returned in a timely manner, an institution is also subject to monetary liabilities or an action to impose a fine or to limit, suspend or terminate its participation in Title IV Programs.

On September 28, 2020, the DOE notified USU that the funds held for a letter of credit in the amount of $255,708, based on the audited same day balance sheet requirements that apply in a change of control, which was funded by the University’s sole shareholder, AGI, were released. In August 2020, the DOE informed USU that it is required to post a new letter of credit in the amount of $379,345, based on the current level of Title IV funding. This irrevocable letter of credit was to expire on August 25, 2021. Pursuant to USU’s provisional Program Participation Agreement ("PPA"), the DOE indicated that USU must agree to participate in Title IV under the HCM1 funding process; however, the DOE does retain discretion on whether or not to implement that term

Table of the agreement. Although DOE has not, to date, notified USU that it has been placed in the HCM1 funding process, nor does the DOE’s public disclosure website identify USU as being on HCM1, it is possible that prior to the end of the PPA term, the DOE may notify USU that it must begin funding under the HCM1 procedure. If this occurs, the Company believes this will not have a material impact on the consolidated financial statements.Contents

ASPEN GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2022

(Unaudited)

2021. In December 2020, the DOE reduced USU's existing letter of credit by ~~$369,473, which was required to be posted based on~~$369,473. With the ~~level~~recent full certification of ~~Title IV funding. In connection with~~USU, the DOE released USU's ~~most recent Compliance Audit, USU currently maintains a~~ letter of credit related to its previous Compliance Audit of $9,872 ~~at October 31, 2021.~~

in August 2022.

Approval to Confer Degrees

Aspen University is a Delaware corporation and is approved to operate in the State of Delaware. Aspen University is authorized by the ~~Colorado Commission on Education in the State of Colorado and the~~ Arizona State Board for Private ~~Post-Secondary~~Postsecondary Education in the State of Arizona to operate as a ~~degree granting~~degree-granting institution for all degrees. Aspen University is authorized to operate as a ~~degree granting~~degree-granting institution for bachelor degrees by the Texas Higher Education Coordinating Board in the State of Texas. Aspen University has been granted Optional Expedited Authorization as a postsecondary educational institution in Tennessee for its Bachelor of Science in Nursing (Pre-Licensure) degree program. Aspen University has received a ~~Provisional~~ License for its Bachelor of Science in Nursing (Pre-Licensure) degree program to operate in the state of Florida by the Commission for Independent Education of the Florida Department of ~~Education and is~~Education. Aspen University has received a Certificate of Authorization for its Bachelor of Science in Nursing (Pre-Licensure) degree program to operate in the ~~process for full licensure.~~state of Georgia by the Georgia Nonpublic Postsecondary Education Commission.

USU is also a Delaware corporation and received initial approval from the Delaware DOE to confer degrees through June 2023. ~~United States University~~USU is authorized by the California Bureau of Private Postsecondary Education ~~and~~to operate as a degree-granting institution for all degrees.

Note 11. Subsequent Event

In December 2022, as a result of the revised stipulated agreement with the Arizona State Board for Private ~~Post-Secondary~~Postsecondary Education ~~to operate as degree granting institutions~~on October 31, 2022 (see Note 10. Commitments and Contingencies), $1.5 million of the restricted cash associated with the surety bond became unrestricted, providing additional cash for ~~all degrees.~~operations.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion in conjunction with our unaudited consolidated financial statements, which are included elsewhere in this Form 10-Q. This Quarterly Report on Form 10-Q contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See "Cautionary Note Regarding Forward Looking Statements" for more information.

Key Terms

In connection with the management of our businesses, we identify, measure and assess a variety of operating metrics. The principal metrics we use in managing our businesses are set forth below:

Operating Metrics

•Lifetime Value ("LTV") - ~~Lifetime Value as~~is the weighted average total amount of tuition and fees paid by every new student that enrolls in the Company’s universities, after giving effect to attrition.

•Bookings - defined by multiplying LTV by new student enrollments for each operating unit.

•Average Revenue per Enrollment ("ARPU") - defined by dividing total bookings by total enrollments for each operating unit.

Operating costs and expenses

•Cost of revenue - consists of instructional costs and services and marketing and promotional costs.

◦Instructional costs - consist primarily of costs related to the administration and delivery of the Company's educational programs. This expense category includes compensation costs associated with online faculty, technology license costs and costs associated with other support groups that provide services directly to the students and are included in cost of revenue.

◦Marketing and promotional costs - include costs associated with producing marketing materials and advertising, and outside sales costs. Such costs are generally affected by the cost of advertising media, the efficiency of the Company's marketing and recruiting efforts, and expenditures on advertising initiatives for new and existing academic programs. ~~Non-direct~~We engage non-direct response advertising activities, which are expensed as incurred, or the first time the advertising takes place, depending on the type of advertising ~~activity and~~activity. These costs are included in cost of revenue.

•General and administrative expense - consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive and academic management and operations, finance, legal, tax, information technology and human resources, fees for professional services, financial aid processing costs, non-capitalizable courseware and software costs, corporate taxes and facilities costs.

Non-GAAP financial measures:

•Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") - is a non-GAAP financial measure. See "Non-GAAP Financial Measures" for a reconciliation of net loss to EBITDA for the three and six months ended October 31, ~~2021~~2022 and ~~2020.~~2021.

•Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") - is a non-GAAP financial measure. See "Non-GAAP Financial Measures" for a reconciliation of net loss to Adjusted EBITDA for the three and six months ended October 31, ~~2021~~2022 and ~~2020.~~2021.

•~~Adjusted EBITDA Margin -~~ ~~is a non-GAAP financial measure. See "Non-GAAP Financial Measures" for a reconciliation of net loss to Adjusted EBITDA for the three and six months ended October 31, 2021 and 2020.~~

~~Table of Contents~~

Company Overview

Aspen Group, Inc. is an education technology holding company. It operates two universities, Aspen University Inc. ("Aspen University" or "AU") and United States University Inc. ("United States University" or "USU").

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All references to the “Company”, “AGI”, “Aspen Group”, “we”, “our” and “us” refer to Aspen Group, Inc., unless the context otherwise indicates.

~~In March 2014,~~ As of October 31, 2022, 9,392 of 10,957 or 86% of all active students across both universities are degree-seeking nursing students. Of the students seeking nursing degrees, 8,269 are RNs studying to earn an advanced degree, including 5,517 at Aspen University ~~began~~and 2,752 at USU. In contrast, the remaining 1,123 nursing students are enrolled in Aspen University’s BSN Pre-Licensure program in the Phoenix, Austin, Tampa, Nashville and Atlanta metros. The year-over-year decrease in the nursing student body resulted principally from the enrollment stoppage in all locations of the pre-licensure program and the reduction in marketing spend by $3.1 million.

Aspen University has been offering a monthly payment ~~plans~~plan that is available to all students across every online degree program offered, ~~by Aspen University.~~since March 2014. The monthly payment plan is designed so that students will make one fixed payment per month, and that monthly payment is applied towards the total cost of attendance (tuition and fees, excluding textbooks). The monthly payment plan offers online undergraduate students the opportunity to pay their tuition and fees at $250/month, online ~~master~~master's students $325/month, and online doctoral students $375/month, interest free, thereby giving students a monthly payment option versus taking out a federal financial aid loan.

USU ~~began~~has been offering monthly payment plans insince the summer of 2017. Today, USU monthly payment plans are available for the online RN to BSN program ($250/month), online MBA/MAEd/MSN programs ($325/month), online hybrid Bachelor of Arts in Liberal Studies, Teacher Credentialing tracks approved by the California Commission on Teacher Credentialing ($350/month), and the ~~MSN-FNP~~online hybrid Master of Science in Nursing-Family Nurse Practitioner ("FNP") program ($375/month).

Since 1993, Aspen University has been ~~nationally~~institutionally accredited by the DEAC, ~~a national~~an institutional accrediting agency recognized by the Department of Education and the Council for Higher Education Accreditation. On February 25, 2019, the DEAC informed Aspen University that it had renewed its accreditation for five years to January 2024.

Since 2009, USU has been ~~regionally~~institutionally accredited by WSCUC.

Both universities are qualified to participate under the Higher Education Act and the Federal student financial assistance programs (Title IV, HEA programs).

AGI Student Population Overview

AGI’s ~~overall~~ active degree-seeking student body, ~~(includes both Aspen University~~including AU and ~~USU) grew 8%~~USU, declined 23% year-over-year to ~~14,318 as of~~10,957 at October 31, ~~2021~~2022 from ~~13,238 as of~~14,318 at October 31, ~~2020 and students~~2021. AU's total active student body decreased by 29% year-over-year to 7,973 at October 31, 2022 from 11,184 at October 31, 2021. On a year-over-year basis, USU's total active student body decreased by 5% to 2,984 at October 31, 2022 from 3,134 at October 31, 2021.

Total active student body for the past five quarters is shown below:


	Q2'22	Q3'22	Q4'22	Q1'23	Q2'23
Aspen University	11,184	10,736	10,225	9,133	7,973
USU	3,134	2,988	3,109	2,915	2,984
Total	14,318	13,724	13,334	12,048	10,957

AGI Nursing Student Population

Students seeking nursing degrees were ~~12,442~~9,392, or ~~87%~~86% of total active students at both universities. Of the ~~12,442~~ students seeking nursing degrees, ~~9,942~~8,269 are ~~Registered Nurses (RNs)~~RNs studying to earn an advanced degree, including ~~7,031~~5,517 at Aspen University and ~~2,911~~2,752 at ~~USU, while~~USU. In contrast, the remaining ~~2,500~~1,123 nursing students are enrolled in Aspen University’s BSN Pre-Licensure program in the Phoenix, Austin, Tampa, Nashville and ~~Nashville~~Atlanta metros.

The ~~chart below shows five quarters~~majority of ~~active~~the year-over-year Aspen University nursing student body ~~results. Active student body~~decrease is ~~comprised~~a result of ~~active degree-seeking students, enrolled~~the enrollment stoppage and teach out of the pre-licensure program and the $3.1 million reduction in ~~a course at the end of~~marketing spend in the second quarter of fiscal ~~year 2022 or are registered for an upcoming course.~~2023 as compared to the same quarter of fiscal 2022.

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Nursing student body for the past five quarters are shown below:


	Q2'22	Q3'22	Q4'22	Q1'23	Q2'23
Aspen University	9,531	9,116	8,632	7,686	6,640
USU	2,911	2,773	2,890	2,708	2,752
Total	12,442	11,889	11,522	10,394	9,392

AGI New Student Enrollments

New student enrollments at AU grew sequentially by 9% primarily as a result of rising enrollments in the three new pre-licensure metros (Austin, Nashville and Tampa). AU year-over-year new enrollments were down 13% as a result of the planned reduction of BSN Pre-Licensure enrollments in the Phoenix metro year-over-year and the impact of COVID-19 (specifically the effect the Delta variant surge has had among prospective RN students starting in June 2021). New student enrollments at USU decreased by 7% sequentially and 3% year-over-year, from 649 a year ago to 630. New RN student enrollments at USU were similarly impacted by COVID-19.

On a Company-wide basis, new student enrollments ~~increased sequentially from 2,276 to 2,380 or 5%, primarily as a result of sequential enrollment growth in the three new pre-licensure metros. On a year-over-year basis, new~~were down 46% year-over-year. New student enrollments ~~for~~at AU decreased 55% year-over-year and at USU by 20% year-over-year. New student enrollments were primarily impacted by the ~~Company were down 10% due to~~enrollment stoppage at our pre-licensure campuses, and the ~~planned enrollment~~ reduction in ~~the Phoenix pre-licensure metro and the COVID-19 impact.~~marketing spend.

New student enrollments for the past five quarters are shown below:

Q2'21 Q3'21 Q4'21 Q1'22 Q2'22
Aspen University 2,010 1,593 1,593 1,601 1,750
USU 649 536 589 675 630
Total 2,659 2,129 2,182 2,276 2,380


	Q2'22	Q3'22	Q4'22	Q1'23	Q2'23
Aspen University	1,750	1,301	1,010	868	784
USU	630	481	525	447	506
Total	2,380	1,782	1,535	1,315	1,290

Bookings Analysis and ARPU

On a year-over-year basis, Q2 Fiscal ~~2022~~2023 Bookings decreased ~~11%~~53%, to ~~$37.4~~$17.5 million from ~~$42.1~~$37.4 million in the prior year. As previously discussed, the ~~proactive Phoenix~~ pre-licensure enrollment stoppage and the reduction ~~and recent COVID surge~~in marketing spend by $3.1 million caused Bookings to decrease year-over-year.

On a year-over-year basis, Q2 Fiscal 2023 ARPU decreased 14% from the prior year period due primarily to a decrease in Bookings at Aspen University in the pre-licensure program.


		Second Quarter Bookings1 and Average Revenue Per Enrollment (ARPU)1									Second Quarter Bookings1 and Average Revenue Per Enrollment (ARPU)1
		Q2'21 Enrollments	Q2'21 Bookings 1		Q2'22 Enrollments	Q2'22 Bookings 1		Percent Change Total Bookings & ARPU 1			Q2'22 Enrollments	Q2'22 Bookings 1		Q2'23 Enrollments	Q2'23 Bookings 1		Percent Change Total Bookings & ARPU 1
Aspen University	Aspen University	2,010	$	30,514,200	1,750	$	26,134,500			Aspen University	1,750	$	26,134,500	784	$	8,450,250
USU	USU	649	$	11,565,180	630	$	11,226,600			USU	630	$	11,226,600	506	$	9,016,920
Total	Total	2,659	$	42,079,380	2,380	$	37,361,100	(11)	%	Total	2,380	$	37,361,100	1,290	$	17,467,170	(53)	%
ARPU	ARPU		$	15,825		$	15,698	(1)	%	ARPU		$	15,698		$	13,540	(14)	%

_____________________

1 “Bookings” are defined by multiplying Lifetime Value (LTV) by new student enrollments for each operating unit. “Average Revenue Per Enrollment” (ARPU) is defined by dividing total Bookings by total new student enrollments for each operating unit.

~~Table of Contents~~

~~During the Q2 Fiscal 2022, the Company continued to focus its growth capital almost exclusively on its two licensure degree programs which have higher lifetime values.~~ Set forth below is the description of ~~these~~the Company's two ~~key~~ licensure degree programs.

Bachelor of Science in Nursing (BSN) Pre-Licensure Program

In September 2022, Aspen University ~~offers~~suspended new enrollments in its BSN pre-licensure program in Arizona pursuant to a ~~Bachelor~~revised Consent Agreement with the Arizona State Board of ~~Science~~Nursing, and also suspended new enrollments in ~~Nursing Pre-Licensure degree~~its BSN pre-licensure program ~~(the “BSN Pre-Licensure Program”).This innovative hybrid (online/on-campus) program allows most~~in Florida, Georgia, Tennessee and Texas in connection with the Arizona developments. The teach-out of ~~the credits~~all remaining students is estimated to be completed ~~online (83~~in the Phoenix metro by the end of ~~120 credits~~Fiscal Year 2024, and by the end of the second fiscal quarter of fiscal 2025 in the Austin, Nashville and Tampa metros. The following discussion of the pre-licensure program should be read in light of these developments.

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Aspen’s BSN Pre-licensure program provides students with opportunities to become a BSN-educated nurse and learn the essential skills needed to practice as a professional registered nurse (RN). Skills lab, clinical simulation, seminars and community-based clinical experiences anchor the curriculum. Upon completion of their studies, students are eligible to take the National Council Licensure Examination (NCLEX) in the state or ~~69%),~~territory in which they choose to practice (the NCLEX is the national registered nurse examination used by all states for potential registered nursing licensure). Students provide their state board of nursing applicable forms to the School of Nursing and Health Sciences, which completes them on behalf of the individual student, and take the exam in the state in which they choose to practice. Upon passing the NCLEX, students then work with ~~pricing offered at current low tuition rates~~their state Board of ~~$150/credit hour~~Nursing to finalize their professional licensure.

We designed this program for ~~online general education courses, $325/credit hour for online core~~students who do not currently hold a state registered nurse license and have little to no prior nursing ~~courses, and $495 for core clinical and clinical lab courses.~~experience. For students with no prior college credits, the total cost of attendance is ~~less than $50,000.~~

~~Phoenix, AZ Campus Locations~~

~~Aspen University began offering the BSN Pre-Licensure program in July 2018 at its initial campus in Phoenix, Arizona.~~As a result of overwhelming demand in the Phoenix metropolitan area, in January 2019 Aspen University began offering both day (July, November, March) and evening/weekend (January, May, September) terms, equaling six term starts per year. In September 2019, Aspen University opened a second campus in the Phoenix metropolitan area in partnership with HonorHealth.

~~Due to the significant demand in the Phoenix metro, on February 2, 2021, the Company began implementing its first double cohort enrollment at its main campus in Phoenix.~~

~~BSN Pre-Licensure Campus Locations Opened in Fiscal Year 2021~~

~~Austin, TX~~

Aspen University’s BSN Pre-Licensure program in Austin is based in the Frontera Crossing office building located at 101 W. Louis Henna Boulevard in the suburb of Round Rock. The building is situated at the junction of Interstate 35 and State Highway 45, one of the most heavily trafficked freeway exchanges in the metropolitan area with visibility to approximately 143,362 cars per day. Aspen University's initial PPN nursing student enrollments began on the September 29, 2020 semester start date.

~~Tampa, FL~~

Aspen University’s BSN Pre-Licensure program in Tampa is located at 12802 Tampa Oaks Boulevard. The building is visible from the intersection of Interstate 75 and East Fletcher Avenue, near the University of South Florida, providing visibility to approximately 126,500 cars per day. Aspen University's initial PPN nursing student enrollments began on the December 8, 2020 semester start date.

~~Nashville, TN~~

On March 8, 2021, the Company announced that Aspen University received the final required state and board of registered nursing regulatory approvals for their new BSN Pre-Licensure campus location in Nashville, Tennessee, with permission to commence marketing and begin to enroll first-year PPN students effective immediately. Aspen University's initial PPN nursing student enrollments began on the April 27, 2021 semester start date.$52,175 ($41,445 Tuition, $10,730 Fees), not including textbooks.

USU Master of Science in Nursing-Family Nurse Practitioner (MSN-FNP)

USU offers a number of nursing degree programs and other degree programs in health sciences, business & technology and education. Its primary enrollment program is its MSN-FNP which is designed for BSN-prepared registered nurses who are seeking a Nurse Practitioner license. The MSN-FNP is an online-hybrid 48-credit degree program with 100% of the curriculum online, including the curricular component to complete 540 clinical and 32 lab hours.

While MSN-FNP lab hours have been done at USU’s San Diego facility through the end of calendar year 2020, the rapid growth of the MSN-FNP program has caused AGI to open two additional immersion locations in 2021. Specifically, the Company built-out an additional ~~suite~~suites on the ground ~~floor of~~floors at our main facility in Phoenix (by the airport)~~. Consequently, students now have the option to attend their weekend immersions at three different metro locations: San Diego, Phoenix~~ and ~~Tampa.~~our location in Tampa, FL.

Accounts Receivable - Monthly Payment Plan ("MPP")

~~Table of Contents~~

The Company offers several payment options to its students including a monthly payment plan (MPP), installment plans and financial aid. Our growth in accounts receivable over the last several years has predominantly been a result of students taking advantage of our groundbreaking monthly payment plan which we introduced in 2014 at Aspen University and subsequently in Fiscal Year 2018 at USU. At October 31, ~~2021,~~2022, Gross MPP accounts receivable was ~~86%~~85% of total gross accounts receivable. Of the Gross MPP accounts receivable, approximately 35% and 50% was generated at each AU and ~~USU.~~USU, respectively.

The Monthly Payment Plan ~~offered by both Aspen University and United State University,~~ is a private education loan with a 0% fixed rate of interest (0% APR) and no down payment. Each month the student will make one payment of $250, $325, $350 or $375 (depending on the program) until the program tuition is paid ~~for.~~in full. The attractive aspect of being able to pay for a degree over a fixed period of time has fueled the growth of this ~~plan.~~plan and as a result our short-term and long-term accounts receivable. The MPP is designed so students can build the cost of their degree into their monthly budget.

Long-Term Accounts Receivable

When a student signs up for the monthly payment plan, there is a contractual amount that the Company can expect to earn over the life of the student’s program. This full contractual amount cannot be recorded as an account receivable upon enrollment. As a student takes a class, revenue and the associated accounts receivable is earned over that eight-week class. Some students accelerate their program, taking two classes every eight-week period, and that increases the student’s accounts receivable balance. If any portion of ~~that~~the accounts receivable balance will be paid in a period greater than 12 months, that portion is reflected as long-term accounts receivable.

As a result of the growing acceptance of our monthly payment plans, our long-term accounts receivable balance has grown from ~~$10,249,833~~$11,406,525 at April 30, ~~2021~~2022 to ~~$12,663,815~~$16,335,657 at October 31, ~~2021. These are MPP~~2022. Generally, students ~~who~~in the USU MSN-FNP program make ~~monthly~~ payments over ~~36, 39~~a 72-month period, and ~~72 months. The average student completes their academic program in 30 months; therefore, most~~as a result, a portion of the Company’s accounts receivable are short-term. However, when students graduate earlier than the 30 month average completion duration, they transition to long-term accounts receivable. This is the primary factor that has driven an increase inUSU's 72-month payment plan becomes long-term accounts receivable.

Accounts receivable is considered short-term to the extent the remaining payments are 12 months or less. Payments due in greater than 12 months are considered long-term. Here is a graphic of both short-term and long-term receivables, as well as

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contractual value:


A	B	C
~~Payments~~The portion of remaining payments owed for classes taken ~~where~~under a monthly payment ~~plans for classes are less than~~plan due in 12 months or less ~~monthly payments received~~	~~Payments~~The portion of remaining payments owed for classes taken ~~where~~under a monthly payment ~~plans are~~plan due greater than 12 months	Expected future classes to be taken over balance of program.
Short-Term Accounts Receivable	Long-term Accounts Receivable	Not recorded in financial statements
The Sum of A, B and C will equal the total cost of the program.

~~COVID-19 Update~~

~~Nursing students represented 87% or 12,442~~During Q2 Fiscal 2023, we engaged Lampert Capital Advisors for financial advisory services to assist with securing an accounts receivable financing facility ("AR Facility"). The purpose of the ~~Company’s total student body of 14,318 students at~~AR Facility is to provide working capital to position the end of the second quarter of fiscal 2022. Of the 12,442 nursing students, 2,500 are BSN Pre-Licensure students located across our four metro locations (Phoenix, Austin, Tampa and Nashville). The remaining 9,942 nursing students are licensed registered nurses (RNs) studying to earn an advanced degree (RN to BSN, MSN, MSN-FNP or DNP degree programs). Therefore. these 9,942Company for future growth in its online post-licensure nursing ~~students represent 69% of the Company’s total student body and are the population of AGI students primarily affected by the COVID-19 pandemic.~~

Starting in the second half of June 2021 and continuing through October 2021, the Company saw lower course starts than seasonally expected among our RN student body. For example, at Aspen University, course starts among RNs from June through October increased by approximately 3% year-over-year.~~By comparison, over the previous two full fiscal years (Fiscal year 2021 and Fiscal Year 2020), course starts among RNs at Aspen University increased by an average of approximately 10% year-over-year.~~

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~~We cannot be certain what impact the Delta variant and other variants will have on the Company’s results as we progress through the second half of fiscal 2022.~~

Although COVID has had an impact on the Company’s short-term growth rate, we continue to execute the Aspen 2.0 business plan, which decreases advertising spend on our lower efficiency unit and shifts that spend to the higher efficiency business units. Aspen 2.0 is designed to support growth in our new pre-licensure metrosdegree programs and the USU Master of Nursing-Family Nurse Practitioner (“FNP”) program and was intended to allow us to achieve profitability by the end of fiscal 2022. Notwithstanding the impact of Covid headwinds in the current quarter, the Company continues to pursue its goal of break even on a GAAP basis for the fourth quarter.associated student monthly payment plan accounts receivable.

Results of Operations

Set forth below is the discussion of the results of operations of the Company for the three months ended October 31, ~~2021~~2022 (“Q2 Fiscal ~~2022”~~2023”) compared to the three months ended October 31, ~~2020~~2021 (“Q2 Fiscal ~~2021”~~2022”), and for the six months ended

October 31, 2022 (“1H Fiscal 2023”) compared to six months ended October 31, 2021 (“1H Fiscal 2022”) ~~compared to the six months ended October 31, 2020 (“1H Fiscal 2021”)~~.

Revenue

The following table presents selected consolidated statement of operations as a percentage of revenue (differences due to rounding):

Three Months Ended October 31, Six Months Ended October 31,
2021 2020 2021 2020
Revenue 100 % 100 % 100 % 100 %
Operating expenses:
   Cost of revenue (exclusive of depreciation and amortization shown separately below)
         Instructional costs and services 26 % 22 % 24 % 21 %
         Marketing and promotional costs 21 % 21 % 21 % 20 %
Total cost of revenue (exclusive of depreciation and amortization shown separately below) 46 % 43 % 45 % 41 %
   General and administrative 61 % 66 % 59 % 62 %
   Bad debt expense 2 % 4 % 2 % 3 %
   Depreciation and amortization 4 % 3 % 4 % 3 %
Total operating expenses 114 % 116 % 110 % 110 %
   Operating loss (14) % (16) % (10) % (10) %
Other income (expense):
   Interest expense (1) % (9) % — % (6) %
   Other (expense) income, net — % — % 1 % — %
Total other (expense) income, net (1) % (9) % 1 % (7) %
Loss before income taxes (15) % (26) % (9) % (16) %
Income tax expense — % — % — % — %
Net loss (15) % (26) % (10) % (17) %

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~~Revenue~~
Three Months Ended October 31, Six Months Ended October 31,
2021 $ Change % Change 2020 2021 $ Change % Change 2020
AU $ 12,758,851 $ 705,141 6% $ 12,053,710 $ 26,008,502 $ 3,234,150 14% $ 22,774,352
USU 6,181,360 1,264,025 26% 4,917,335 12,362,704 3,000,449 32% 9,362,255
Revenue $ 18,940,211 $ 1,969,166 12% $ 16,971,045 $ 38,371,206 $ 6,234,599 19% $ 32,136,607


	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Revenue	100	%	100	%	100	%	100	%

Operating expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)
Instructional costs and services	32	%	26	%	31	%	24	%
Marketing and promotional costs	5	%	21	%	15	%	21	%
Total cost of revenue (exclusive of depreciation and amortization shown separately below)	37	%	46	%	46	%	45	%
General and administrative	64	%	61	%	60	%	59	%
Bad debt expense	3	%	2	%	2	%	2	%
Depreciation and amortization	5	%	4	%	5	%	4	%
Total operating expenses	109	%	114	%	113	%	110	%

Operating loss	(9)	%	(14)	%	(13)	%	(10)	%

Other income (expense):
Interest expense	(4)	%	(1)	%	(4)	%	—	%
Other income (expense), net	—	%	—	%	—	%	1	%
Total other (expense) income, net	(4)	%	(1)	%	(4)	%	1	%

Loss before income taxes	(13)	%	(15)	%	(16)	%	(9)	%

Income tax expense	—	%	—	%	—	%	—	%

Net loss	(13)	%	(15)	%	(17)	%	(10)	%

The following tables present our revenue, both per-subsidiary and total:


	Three Months Ended October 31,							Six Months Ended October 31,
	2022		$ Change		% Change	2021		2022		$ Change		% Change	2021
AU	$	10,341,903	$	(2,416,948)	(19)%	$	12,758,851	$	22,289,997	$	(3,718,505)	(14)%	$	26,008,502
USU	6,732,644		551,284		9%	6,181,360		13,678,463		1,315,759		11%	12,362,704
Revenue	$	17,074,547	$	(1,865,664)	(10)%	$	18,940,211	$	35,968,460	$	(2,402,746)	(6)%	$	38,371,206

Q2 Fiscal ~~2022~~2023 compared to Q2 Fiscal ~~2021~~2022

AU and USU combined revenue ~~increased 6%~~decreased 10% in Q2 Fiscal ~~2022~~2023 compared to Q2 Fiscal 2022.The AU revenue decline year-over-year reflects lower post-licensure enrollments attributed to lower marketing spend initiated in late Q1 Fiscal 2023 and the stoppage of enrollments at our pre-licensure campuses. The active student body at AU decreased from 11,184 at October 31, 2021 ~~due primarily~~ to ~~Aspen’s BSN Pre-Licensure program,~~7,973 at October 31, 2022. This AU revenue decrease was offset by the ~~AU degree program with the highest LTV.~~

USU revenue ~~increased 26% in Q2 Fiscal 2022 compared to Q2 Fiscal 2021~~increase due primarily to USU's MSN-FNP program, the USU post-licensure degree program with the highest ~~LTV.~~

~~The Company expects~~concentration of students and the ~~majority of its revenue growth in future periods to be derived from these two degree programs as we continue prioritizing our~~ highest ~~LTV degree programs to achieve our long-term growth plans.~~LTV.

1H Fiscal ~~2022~~2023 compared to 1H Fiscal ~~2021~~2022

AU and USU combined revenue ~~increased 14% and 32%~~decreased 6% in 1H Fiscal ~~2022~~2023 compared to 1H Fiscal ~~2021, respectively,~~2022. The AU revenue decline year-over-year reflects the enrollment stoppage at the pre-licensure program campuses and the effect of the marketing spend initiated late in Q1 Fiscal 2023. This AU revenue decrease was offset by the USU revenue increase due primarily ~~due~~to USU's MSN-FNP

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program. The trend of decreased revenue is expected to continue for the remainder of Fiscal Year 2023 given the Company’s recent suspension of new enrollment in its pre-licensure program, which accounted for 22% of its consolidated revenue in Q2 Fiscal 2023, and the effect of the decrease in marketing spend related to the ~~factors described above~~restructuring plan.

The purpose of the AR Facility will be to resume marketing spend at a level which will allow us to offset the decline in the ~~three month discussion.~~pre-licensure student body with a growing post-licensure online student body.

Cost of revenue (exclusive of depreciation and amortization shown separately below)
Three Months Ended October 31, Six Months Ended October 31,
2021 $ Change % Change 2020 2021 $ Change % Change 2020
Cost of Revenue (exclusive of depreciation and amortization shown separately below) $8,789,201 $1,464,421 20% $7,324,780 $17,382,769 $4,210,466 32% $13,172,303


	Three Months Ended October 31,							Six Months Ended October 31,
	2022		$ Change		% Change	2021		2022		$ Change		% Change	2021
Instructional costs and services	$	5,522,205	$	685,744	14%	$	4,836,461	$	11,225,183	$	1,888,709	20%	$	9,336,474
Marketing and promotional	824,803		(3,127,937)		(79)%	3,952,740		5,327,376		(2,718,919)		(34)%	8,046,295
Cost of Revenue (exclusive of depreciation and amortization shown separately below)	$	6,347,008	$	(2,442,193)	(28)%	$	8,789,201	$	16,552,559	$	(830,210)	(5)%	$	17,382,769

Q2 Fiscal ~~2022~~2023 compared to Q2 Fiscal ~~2021~~2022

Instructional Costs and Services

Consolidated instructional costs and services for Q2 Fiscal ~~2022~~2023 increased to ~~$4,836,461 or 26%~~32% of revenue from ~~$3,726,248 or 22%~~26% of revenue for Q2 Fiscal ~~2021, an increase of $1,110,213 or 30%.~~2022, related to the factors described below.

AU instructional costs and services ~~was~~were 34% and 26% ~~and 20%~~ of AU revenue for Q2 Fiscal ~~2022~~2023 and Q2 Fiscal ~~2021,~~2022, respectively. As a percentage of revenue, instructional costs and services increased due primarily to ~~an increase in~~the inflationary impact on faculty compensation ~~costs related to~~and the ~~faculty hiring~~need for more instructors in the BSN Pre-Licensure ~~campus locations~~program, which is the result of more students entering the core curriculum. The core curriculum requires an increase in ~~Phoenix, Austin, Tampa and Nashville, and increases in books and other educational materials.~~the ratio of instructors to students, especially as students enter the clinical portion of the program.

USU instructional costs and services ~~was~~were 29% and 25% ~~and 26%~~ of USU revenue for Q2 Fiscal ~~2022~~2023 and Q2 Fiscal ~~2021,~~2022, respectively. As a percentage of revenue, instructional costs and services increased due primarily to the growth in the USU MSN-FNP program, which resulted in higher USU clinical immersion-related instructional costs, and the inflationary impact on faculty compensation.

Marketing and Promotional

Consolidated marketing and promotional costs for Q2 Fiscal ~~2022~~2023 were ~~$3,952,740 or 21%~~5% of revenue compared to ~~$3,598,532 or~~ 21% of revenue for Q2 Fiscal ~~2021, an increase of $354,208 or 10%. Consolidated~~2022. This follows the $3.1 million year-over-year reduction in marketing ~~and promotional costs remained at 21% of revenue~~spend in Q2 Fiscal ~~2022 and Q2~~2023 as part of the restructuring plan. The restructuring program decreased marketing advertising spend across all programs to maintenance levels, which at a consolidated level will approximate $150,000 in Q3 fiscal 2023 resulting in Q3 Fiscal ~~2021.~~2023 savings of $3.8 million based on a normalized marketing advertising spend run rate of approximately $4.0 million per quarter.

A break-down of marketing expense by unit is as follows:

AU marketing and promotional costs represented 2% and 20% of AU revenue for ~~both~~Q2 Fiscal 2023 and Q2 Fiscal 2022, ~~and Q2 Fiscal 2021,~~ respectively.

USU marketing and promotional costs ~~was~~represented 3% and 16% ~~and 18%~~ of USU revenue for each Q2 Fiscal 2023 and Q2 Fiscal 2022, respectively.

Corporate marketing and promotional costs were $395,035 in Q2 Fiscal ~~2021, respectively.~~2023 compared to $342,719 in Q2 Fiscal 2022, an increase of $52,316 or 15%.

1H Fiscal 2023 compared to 1H Fiscal 2022

Instructional Costs and Services

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~~Corporate marketing costs were $342,719 for Q2 Fiscal 2022 compared to $274,552 for Q2 Fiscal 2021, an increase of $68,167 or 25%.~~

~~1H Fiscal 2022 compared to 1H Fiscal 2021~~

~~Instructional Costs and Services~~

Consolidated instructional costs and services for 1H Fiscal ~~2022~~2023 increased to ~~$9,336,474 or 24%~~31% of revenue from ~~$6,782,961 or 21%~~24% of revenue for 1H Fiscal ~~2021, an increase of $2,553,513 or 38%.~~2022, related to the factors described below.

AU instructional costs and services were ~~24%~~33% and ~~20%~~24% of AU revenue for 1H Fiscal ~~2022~~2023 and 1H Fiscal ~~2021,~~2022, respectively. As a percentage of revenue, instructional costs and services increased due primarily ~~due~~ to the ~~factors described above~~inflationary impact on faculty compensation and the need for more instructors in the ~~three month discussion.~~BSN Pre-Licensure program, which is the result of more students entering the core curriculum. The core curriculum requires an increase in the ratio of instructors to students, especially as students enter the clinical portion of the program.

USU instructional costs and services ~~was~~were 28% and 24% of USU revenue for ~~both~~1H Fiscal 2023 and 1H Fiscal 2022, respectively. As a percentage of revenue, instructional costs and ~~1H Fiscal 2021.~~services increased due primarily to the growth in the USU MSN-FNP program, which resulted in increased immersions at additional campuses, and the inflationary impact on faculty compensation.

Marketing and Promotional

Consolidated marketing and promotional costs for 1H Fiscal ~~2022~~2023 were ~~$8,046,295 or 21%~~15% of revenue compared to ~~$6,389,342 or 20%~~21% of revenue for 1H Fiscal ~~2021, an increase~~2022. This follows the $1 million sequential quarterly reduction in marketing spend in Q4 Fiscal 2022 to ensure sufficient collateral for a surety bond required by the Arizona State Board for Private Postsecondary Education and the $3.1 million quarterly year-over-year reduction in marketing spend in Q2 Fiscal 2023 as part of ~~$1,656,953 or 26%.~~the restructuring plan. The restructuring program decreased marketing advertising spend across all programs to maintenance levels. A break-down of marketing expense by unit is as follows:

AU marketing and promotional costs represented ~~21%~~14% and ~~19%~~21% of AU revenue for 1H Fiscal ~~2022~~2023 and 1H Fiscal ~~2021,~~2022, respectively. As a percentage of revenue, marketing and promotional costs increased due primarily to the planned advertising spending increase throughout Fiscal Year 2022, targeted primarily to our highest LTV program. The majority of the year-over-year advertising spending increase is directed to the new pre-licensure metro locations: Austin, Nashville and Tampa.

USU marketing and promotional costs ~~was~~represented 10% and 16% of USU revenue for ~~both~~each 1H Fiscal 2023 and 1H Fiscal 2022, ~~and 1H Fiscal 2021.~~respectively.

Corporate marketing and promotional costs ~~was~~were $769,348 in 1H Fiscal 2023 compared to $666,984 in 1H Fiscal 2022, ~~compared to $507,403 in 1H Fiscal 2021,~~ an increase of ~~$159,581or 31%, due primarily to the factor described above in the three month discussion.~~$102,364 or 15%.

General and administrative
Three Months Ended October 31, Six Months Ended October 31,
2021 $ Change % Change 2020 2021 $ Change % Change 2020
General and administrative $11,641,312 $356,157 3% $11,285,155 $22,587,789 $2,508,878 12% $20,078,911


	Three Months Ended October 31,							Six Months Ended October 31,
	2022		$ Change		% Change	2021		2022		$ Change		% Change	2021
General and administrative	$	10,883,118	$	(758,194)	(7)%	$	11,641,312	$	21,415,138	$	(1,172,651)	(5)%	$	22,587,789

Q2 Fiscal ~~2022~~2023 compared to Q2 Fiscal ~~2021~~2022

Consolidated general and administrative expense for Q2 Fiscal 2023 was $10,883,118 or 64% of revenue compared to $11,641,312 or 61% of revenue for Q2 Fiscal 2022, a decrease of $758,194 or 7%. As part of the Company's recent restructuring plan, which was initiated late Q1 Fiscal 2023, the company eliminated approximately 70 positions within AU and Corporate in Q2 Fiscal 2023, resulting in compensation-related savings of $0.6 million. A break-down of general and administrative expense by unit is as follows:

AU general and administrative expense decreased by $0.1 million year-over-year and was ~~36%~~43% and ~~32%~~36% of AU revenue for Q2 Fiscal ~~2022~~2023 and Q2 Fiscal ~~2021,~~2022, respectively. ~~As a percentage of revenue, general and administrative expense increased due primarily to increases~~In increase in ~~compensation, facilities and professional fees~~fixed expenses related to new campus openings in the pre-licensure program and higher professional fees related to regulatory matters, were partially offset by ~~a decrease~~decreases in ~~merchant fees.~~employee-related compensation due to the restructuring program and other cost controls implemented by management.

USU general and administrative ~~costs~~expense decreased by $0.8 million year-over-year and was ~~41%~~36% and ~~43%~~41% of USU revenue for Q2 Fiscal ~~2022~~2023 and Q2 Fiscal ~~2021,~~2022, respectively. ~~As a percentage of revenue, general and administrative expense decreased due primarily to a~~The decrease in employee-related compensation due to cost controls implemented by management was partially offset by ~~an increase in facilities costs.~~

Corporate general and administrative costs was $4.5 million in Q2 Fiscal 2022 and $5.3 million in Q2 Fiscal 2021, a decrease of $0.8 million, or 15%. The decrease was primarily due to decreases in compensation and other employee-related costs, merchant fees and taxes, partially offset bythe increases in ~~professional fees and travel expense.~~

~~1H Fiscal 2022 compared~~fixed expenses related to ~~1H Fiscal 2021~~

~~AU general and administrative expense was 35% and 32%~~expansion of ~~Aspen University revenue for 1H Fiscal 2022 and 1H Fiscal 2021, respectively. As a percentage of revenue, general and administrative expense increased due primarily to~~ the ~~factors described above in the three month discussion.~~USU MSN-FNP program.

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Corporate general and administrative expense was $4.0 million and $4.5 million in Q2 Fiscal 2023 and Q2 Fiscal 2022, respectively. The decrease was primarily due to the impact of the restructuring and planned corporate cost control, partially offset by an increase in professional and consulting fees of $0.2 million.

As part of the Company's recent restructuring initiatives, general and administrative compensation savings are expected to be $1.0 million in Q3 Fiscal 2023.

1H Fiscal 2023 compared to 1H Fiscal 2022

Consolidated general and administrative expense for 1H Fiscal 2023 was $21,415,138 or 60% of revenue compared to $22,587,789 or 59% of revenue for 1H Fiscal 2022, a decrease of $1,172,651 or 5%. As part of the Company's recent restructuring plan, which was initiated late Q1 Fiscal 2023, the Company eliminated approximately 70 positions within AU and Corporate in Q2 Fiscal 2023, resulting in compensation-related savings. Additionally, the Company initiated additional cost controls within the general and administrative functions in Fiscal 2022, which also resulted on 1H Fiscal 2023 savings. A break-down of general and administrative expense by unit is as follows:

AU general and administrative expense decreased $0.2 million year-over-year and was 40% and 35% of AU revenue for 1H Fiscal 2023 and 1H Fiscal 2022, respectively. The decreases in employee-related compensation due to cost controls implemented by management, were partially offset by higher professional fees related to regulatory matters, fee for the surety bond required by the Arizona State Board for Private Postsecondary Education, which is being amortized over one year and increases in fixed expenses related to new campus openings in the pre-licensure program.

USU general and administrative expense decreased by $0.7 million year-over-year and was ~~40%~~35% and ~~42%~~40% of USU revenue for 1H Fiscal ~~2022~~2023 and 1H Fiscal ~~2021,~~2022, respectively. ~~As a percentage~~The decrease in employee-related compensation due to cost controls implemented by management was partially offset by increases in fixed expenses related to expansion of ~~revenue, general and administrative expense decreased due primarily to~~ the ~~factor described above in the three month discussion.~~USU MSN-FNP program.

Corporate general and administrative expense was $7.8 million and $8.6 million in 1H Fiscal ~~2022~~2023 and ~~$8.8 million~~ 1H Fiscal ~~2021, a decrease of $0.2 million, or 2%.~~2022, respectively. The decrease was primarily due to planned corporate cost control and the ~~factors described above in~~reversal of stock-based compensation expense for (i) $0.2 million related to a performance award that the ~~three month discussion,~~Company assessed its performance condition will not be met and ~~increases in insurance~~(ii) $0.1 million related to a grant forfeited by the resignation of the Chief Nursing Officer, on July 15, 2022, partially offset by higher professional and consultant fees of $0.9 million and a non-recurring severance expense ~~which includes~~related to the ~~annual renewal period.~~resignation of the Chief Nursing Officer.

Bad debt expense
Three Months Ended October 31, Six Months Ended October 31,
2021 $ Change % Change 2020 2021 $ Change % Change 2020
Bad debt expense $350,000 $(282,000) (45)% $632,000 $700,000 $(332,000) (32)% $1,032,000


	Three Months Ended October 31,				Six Months Ended October 31,
	2022	$ Change	% Change	2021	2022	$ Change	% Change	2021
Bad debt expense	$450,000	$100,000	29%	$350,000	$800,000	$100,000	14%	$700,000

~~For both the three and six months ended October 31, 2021 compared to the three and six months ended October 31, 2020, bad debt expense decreased as a percentage of total revenue.~~ Based on our review of additional student accounts associated with current period revenue and previously existing student accounts receivable and historical write-off trends, the Company evaluated its reserve methodology and adjusted reserves for AU and USU accordingly.

At AU and USU, ~~approximately $230,000~~$0.5 million and ~~$30,000~~$0.1 million, respectively, of student accounts receivable were written off against the accounts receivable allowance during Q2 Fiscal 2023. The Company recorded additional bad debt expense of $100,000 at USU.

At AU and USU, $0.6 million and $0.2 million, respectively, of student accounts receivable were written off against the accounts receivable allowance during 1H Fiscal ~~2022.~~2023.

Depreciation and amortization
Three Months Ended October 31, Six Months Ended October 31,
2021 $ Change % Change 2020 2021 $ Change % Change 2020
Depreciation and amortization $817,234 $290,877 55% $526,357 $1,596,643 $579,662 57% $1,016,981


	Three Months Ended October 31,				Six Months Ended October 31,
	2022	$ Change	% Change	2021	2022	$ Change	% Change	2021
Depreciation and amortization	$935,070	$117,836	14%	$817,234	$1,856,178	$259,535	16%	$1,596,643

For both ~~the three and six months ended October 31, 2021,~~periods, the increase inincludes depreciation which is primarily due to ~~investments in~~the Q2 Fiscal 2023 commencement of the lease for the Atlanta campus and move to the new ~~campuses, including~~USU campus. Related capital expenditures ofinclude leasehold improvements and

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computer ~~equipment, and an~~equipment. The increase inalso includes amortization ofrelated to internally developed capitalized software placed into service to support the Company's instructional services and the opening of the new ~~campuses, partially offset by a decrease of fully depreciated assets.~~campus locations.

Interest expense


	Three Months Ended October 31,				Six Months Ended October 31,
	2022	$ Change	% Change	2021	2022	$ Change	% Change	2021
Interest expense	$710,372	$570,870	409%	$139,502	$1,291,665	$1,118,624	646%	$173,041

For both periods, interest expense increased due principally to the borrowings under the 2022 Convertible Notes, amortization expense related to the commitment fees paid on the undrawn portion of the 2022 Revolving Credit Facility, which are amortized over the one-year term of the loan, and the drawdown and extension of the maturity of the 2018 Credit Facility on August 31, 2021. The commitment fees relate to a 1% fee of $200,000 on the undrawn portion of the 2022 Revolving Credit Facility paid at closing, and another 1% fee of $200,000, which was paid six months from the closing date, or September 14, 2022, since the 2022 Revolving Credit Facility has not been replaced. This is not expected to repeat in subsequent periods.

Other (expense) income, net
Three Months Ended October 31, Six Months Ended October 31,
2021 $ Change % Change 2020 2021 $ Change % Change 2020
Other (expense) income, net $(188,822) $1,347,926 (88)% $(1,536,748) $329,759 $2,445,262 NM $(2,115,503)

~~NM - Not meaningful~~

~~Q2 Fiscal 2022 compared to Q2 Fiscal 2021~~


	Three Months Ended October 31,				Six Months Ended October 31,
	2022	$ Change	% Change	2021	2022	$ Change	% Change	2021
Other (expense) income, net	$3,882	$53,202	NM	$(49,320)	$15,291	$(487,509)	(97)%	$502,800

Other expense, net in Q2 Fiscal 2022 ~~of $188,822 primarily~~ includes ~~interest expense related to the $5 million Credit Facility borrowings on August 31, 2021.~~

Other expense, net in Q2 Fiscal 2021 of $1,536,748 primarily includes interest expense of (i) $1.4 million related to the accelerated amortization expense related to the conversion of the Convertible Notes which occurred on September 14, 2020 and (ii) $111,507 on the Convertible Notes issued on January 22, 2020 as well as the commitment fee on the Credit Facility.

~~1H Fiscal 2022 compared to 1H Fiscal 2021~~

~~Other income, net in 1H Fiscal 2022 of $329,759 primarily includes $498,120 of a litigation settlement amount received on July 21, 2021 offset by~~ the write-off of a related net receivable of $45,329 with the party in ~~this litigation; partially offset by interest expense of $25,000 related to~~ the ~~2% commitment fee~~litigation settled on ~~the undrawn portion of the $5 million Revolving Credit Facility payable quarterly through August 31, 2021 and interest expense related to the $5 million Credit Facility borrowings on August 31,~~July 21, 2021.

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Other ~~expense,~~income, net in 1H Fiscal ~~2021 of $2,115,503~~2022 primarily ~~includes: interest expense of (i) a non-cash charge of $1.4 million of accelerated amortization expense~~includes $498,120 related to a litigation settlement on July 21, 2021.

Income tax expense


	Three Months Ended October 31,				Six Months Ended October 31,
	2022	$ Change	% Change	2021	2022	$ Change	% Change	2021
Income tax expense	$46,501	$40,601	688%	$5,900	$76,822	$(80,088)	(51)%	$156,910

Income tax expense in Q2 Fiscal 2023 and 1H Fiscal 2023 includes a reserve of approximately $25,000 and $50,000, respectively, for the ~~conversion~~estimated Fiscal Year 2023 Canada foreign income tax liability which covers the 2023 tax year for which a permanent establishment is in place in Canada. The Company will file an annual Canadian T2 Corporation Income Tax return and related information returns under the Voluntary Disclosure Program with the Canada Revenue Agency ("CRA") to report the ongoing activity of the Convertible Notes which occurred on September 14, 2020 and (ii) $0.5 million for the Convertible Notes issued on January 22, 2020 as well as the commitment fee on the Credit Facility; as well as an adjustment of $0.3 million related to the previously reported earned revenue fee calculation deemed immaterial to our Fiscal 2019 revenue and a non-cash modification and accelerated amortization charges of $0.2 million related to the exercise of the 2018 and 2019 Cooperman Warrants on June 5, 2020; partially offset by $0.3 million of other income.

~~Income tax expense~~
Three Months Ended October 31, Six Months Ended October 31,
2021 $ Change % Change 2020 2021 $ Change % Change 2020
Income tax expense $5,900 $(30,630) (84)% $36,530 $156,910 $122,280 353% $34,630
permanent establishment.

Income tax expense in 1H Fiscal 2022 includes a reserve of approximately $150,000 for the estimate of the Canada foreign income tax liability which covers the 2013 through 2021 tax years during which a permanent establishment was in place in Canada. ~~In Q1 Fiscal 2022,~~This amount has not yet been remitted to the ~~Company filed multi-year Canadian T2 Corporation Income Tax Returns and related information returns under the Voluntary Disclosure Program with the Canada Revenue Agency ("CRA").~~CRA.

Non-GAAP Financial Measures

This discussion and analysis includes both financial measures in accordance with Generally Accepted Accounting Principles, or GAAP, as well as non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental to, and should not be considered as alternatives to net income (loss), operating income (loss), and cash flow from operating activities, liquidity or any other financial measures. They may not be indicative of the historical operating results of AGI nor are they intended to be predictive of potential future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP.

Table of Contents

Our management uses and relies on EBITDA, Adjusted EBITDA, Adjusted EBITDA ~~margin~~Margin and Adjusted Gross Profit, which are non-GAAP financial measures. We believe that management, analysts and shareholders benefit from referring to the following non-GAAP financial measures to evaluate and assess our core operating results from period-to-period after removing the impact of items that affect comparability. Our management recognizes that the non-GAAP financial measures have inherent limitations because of the excluded items described below.

We have included a reconciliation of our non-GAAP financial measures to the most comparable financial measures calculated in accordance with GAAP. We believe that providing the non-GAAP financial measures, together with the reconciliation to GAAP, helps investors make comparisons between AGI and other companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measure and the corresponding GAAP measure provided by each company under applicable ~~SEC rules.~~rules of the Securities and Exchange Commission.

EBITDA and Adjusted EBITDA

AGI defines Adjusted EBITDA as EBITDA excluding: (1) bad debt expense; (2) stock-based compensation; and (3) non-recurring charges or gains. The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA and of net loss margin to ~~the~~ Adjusted EBITDA ~~margin:~~Margin.


	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022		2021
Net loss	$	(2,293,640)	$	(2,852,258)	$	(6,008,611)	$	(3,723,146)
Interest expense, net	708,705		138,064		1,289,285		170,196
Taxes	46,501		5,900		76,822		156,910
Depreciation and amortization	935,070		817,234		1,856,178		1,596,643
EBITDA	(603,364)		(1,891,060)		(2,786,326)		(1,799,397)
Bad debt expense	450,000		350,000		800,000		700,000
Stock-based compensation	458,336		722,158		504,666		1,264,870
Non-recurring charges - Severance	—		—		125,000		19,665
Non-recurring charges (income) - Other	232,367		103,754		717,299		(394,366)
Adjusted EBITDA	$	537,339	$	(715,148)	$	(639,361)	$	(209,228)
Net loss Margin	(13)%		(15)%		(17)%		(10)%
Adjusted EBITDA Margin	3%		(4)%		(2)%		(1)%

~~Table~~

In Q2 Fiscal 2023, the increase in Adjusted EBITDA was attributable to an increase in revenue from USU's MSN-FNP program and the savings from the restructuring plan, which includes marketing spend to maintenance levels and a reduction in general and administrative costs associated with planned cost control, partially offset by lower revenue at AU related to the enrollment stoppage for the pre-licensure program, decreased AU online enrollments related to decreased marketing spend and an increase in instructional costs associated with the core portion of ~~Contents~~

the pre-licensure program. Non-recurring charges - Other of $232,367 includes non-recurring professional fees and consulting costs.

Three Months Ended October 31, Six Months Ended October 31,
2021 2020 2021 2020
Net loss $ (2,852,258) $ (4,370,525) $ (3,723,146) $ (5,313,721)
Interest expense, net 138,064 1,529,517 170,196 1,984,740
Taxes 5,900 36,530 156,910 34,630
Depreciation and amortization 817,234 526,357 1,596,643 1,016,981
EBITDA (1,891,060) (2,278,121) (1,799,397) (2,277,370)
Bad debt expense 350,000 632,000 700,000 1,032,000
Stock-based compensation 722,158 1,831,548 1,264,870 2,318,658
Non-recurring charges - Severance — — 19,665 44,000
Non-recurring (income) charges - Other 103,754 — (394,366) 375,437
Adjusted EBITDA $ (715,148) $ 185,427 $ (209,228) $ 1,492,725
Net loss Margin (15)% (26)% (10)% (17)%
Adjusted EBITDA Margin (4)% 1% (1)% 5%
In Q2 Fiscal 2022, Non-recurring income - Other includes the write-off of a related net receivable of $45,329 related to litigation settled on July 21, 2021, which is included in "other (expense) income, net."

In 1H Fiscal 2023, Adjusted EBITDA loss is attributable to lower AU revenue and higher AU instructional costs, partially offset by a reduction in general and administrative costs associated with the restructuring and planned cost control. Non-recurring charges - Severance of $125,000 relates to the resignation of the Chief Nursing Officer, effective July 15, 2022. Non-recurring charges - Other of $717,299 includes non-recurring professional fees and consulting costs.

In 1H Fiscal 2022, ~~non-recurring~~Non-recurring income - Other of $394,366 ~~primarily~~ includes $498,120 of a litigation settlement amount received on July 21, 2021 offset by the write-off of a related net receivable of $45,329 with the party in this litigation, which is included in "other (expense) income, net."

In 1H Fiscal 2021, stock based compensation expense of $1.2 million related to the accelerated amortization expense for the price vesting of Executive RSUs in Q2 Fiscal 2021 and $375,437 of non-recurring charges in Q1 Fiscal 2021. EBITDA in Q2 Fiscal 2021 includes $1.4 million related to the accelerated amortization expense of the original issue discount for the automatic conversion of $10 million Convertible Notes on September 14, 2020 (included in "Interest expense, net"). An additional non-recurring item in Q1 Fiscal 2021 of $123,947 (included in "Interest expense, net"), which arose from the acceleration of amortization arising from the exercise of warrants issued to a lender.

The following tables present a reconciliation of net ~~loss~~income (loss) to EBITDA and Adjusted EBITDA and of net loss margin to the Adjusted EBITDA ~~margin~~Margin by subsidiary:

~~Q2 Fiscal 2022 compared to Q2 Fiscal 2021~~

Three Months Ended October 31, 2021
Consolidated AGI Corporate AU USU
Net income (loss) $ (2,852,258) $ (5,059,164) $ 1,329,813 $ 877,093
Interest expense, net 138,064 139,239 (739) (436)
Taxes 5,900 1,249 3,400 1,251
Depreciation and amortization 817,234 38,141 681,107 97,986
EBITDA (1,891,060) (4,880,535) 2,013,581 975,894
Bad debt expense 350,000 — 250,000 100,000
Stock-based compensation 722,158 672,967 23,298 25,893
Non-recurring charges - Severance — — — —
Non-recurring income - Other 103,754 58,325 45,429 —
Adjusted EBITDA $ (715,148) $ (4,149,243) $ 2,332,308 $ 1,101,787
Net income (loss) Margin (15)% NM 10% 14%
Adjusted EBITDA Margin (4)% NM 18% 18%

~~NM - Not meaningful~~

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		Three Months Ended October 31, 2020									Three Months Ended October 31, 2022
		Consolidated		AGI Corporate		AU		USU			Consolidated		AGI Corporate		AU		USU
Net income (loss)	Net income (loss)	$	(4,370,525)	$	(7,136,251)	$	2,207,770	$	557,956	Net income (loss)	$	(2,293,640)	$	(5,150,209)	$	1,067,885	$	1,788,684
Interest expense, net	Interest expense, net	1,529,517		1,529,519		—		(2)		Interest expense, net	708,705		710,237		(1,239)		(293)
Taxes	Taxes	36,530		12,550		23,780		200		Taxes	46,501		8,350		27,776		10,375
Depreciation and amortization	Depreciation and amortization	526,357		13,391		481,673		31,293		Depreciation and amortization	935,070		68,860		757,770		108,440
EBITDA	EBITDA	(2,278,121)		(5,580,791)		2,713,223		589,447		EBITDA	(603,364)		(4,362,762)		1,852,192		1,907,206
Bad debt expense	Bad debt expense	632,000		—		572,000		60,000		Bad debt expense	450,000		—		225,000		225,000
Stock-based compensation	Stock-based compensation	1,831,548		1,684,400		86,317		60,831		Stock-based compensation	458,336		404,391		37,338		16,607
Non-recurring charges - Severance		—		—		—		—
Non-recurring charges - Other	Non-recurring charges - Other	—		—		—		—		Non-recurring charges - Other	232,367		232,367		—		—
Adjusted EBITDA	Adjusted EBITDA	$	185,427	$	(3,896,391)	$	3,371,540	$	710,278	Adjusted EBITDA	$	537,339	$	(3,726,004)	$	2,114,530	$	2,148,813
Net income (loss) Margin		(26)%		NM		18%		11%
Adjusted EBITDA Margin		1%		NM		28%		14%


Net income (loss) Margin	(13)	%	NM	10	%	27	%
Adjusted EBITDA Margin	3	%	NM	20	%	32	%


	Three Months Ended October 31, 2021
	Consolidated		AGI Corporate		AU		USU
Net income (loss)	$	(2,852,258)	$	(5,059,164)	$	1,329,813	$	877,093
Interest expense, net	138,064		139,239		(739)		(436)
Taxes	5,900		1,249		3,400		1,251
Depreciation and amortization	817,234		38,141		681,107		97,986
EBITDA	(1,891,060)		(4,880,535)		2,013,581		975,894
Bad debt expense	350,000		—		250,000		100,000
Stock-based compensation	722,158		672,967		23,298		25,893
Non-recurring charges - Other	103,754		58,325		45,429		—
Adjusted EBITDA	$	(715,148)	$	(4,149,243)	$	2,332,308	$	1,101,787


Net income (loss) Margin	(15)	%	NM	10	%	14	%
Adjusted EBITDA Margin	(4)	%	NM	18	%	18	%

The Adjusted EBITDA ~~margin decreased~~Margin improved to 3% in Q2 Fiscal 2023 from (4)% in Q2 Fiscal 2022 ~~from 1% in Q2 Fiscal 2021,~~ due primarily to ~~an increase in an increase in faculty compensation costs related to~~lower cost of revenue associated with the faculty hiring in the BSN Pre-Licensure campus locations in Phoenix, Austin and Tampa, and increases in books and other educational materials and facilities costs related to the opening of new campus locations. Additionally, our strategic shiftdecrease in marketing spend and planned cost controls associated with the ~~impact of COVID-19 impacted enrollments~~restructuring initiative in ~~our AU Online business unit, which contributed to the decrease in Adjusted EBITDA margin.~~Q1 Fiscal 2023.

~~1H Fiscal 2022 compared to 1H Fiscal 2021~~

Six Months Ended October 31, 2021
Consolidated AGI Corporate AU USU
Net income (loss) $ (3,723,146) $ (9,517,700) $ 3,664,270 $ 2,130,284
Interest expense, net 170,196 172,511 (1,739) (576)
Taxes 156,910 2,412 153,207 1,291
Depreciation and amortization 1,596,643 69,184 1,344,800 182,659
EBITDA (1,799,397) (9,273,593) 5,160,538 2,313,658
Bad debt expense 700,000 — 500,000 200,000
Stock-based compensation 1,264,870 1,116,246 92,893 55,731
Non-recurring charges - Severance 19,665 — — 19,665
Non-recurring income - Other (394,366) 58,325 (452,691) —
Adjusted EBITDA $ (209,228) $ (8,099,022) $ 5,300,740 $ 2,589,054
Net income (loss) Margin (10)% NM 14% 17%
Adjusted EBITDA Margin (1)% NM 20% 21%


	Six Months Ended October 31, 2022
	Consolidated		AGI Corporate		AU		USU
Net income (loss)	$	(6,008,611)	$	(10,048,796)	$	858,456	$	3,181,729
Interest expense, net	1,289,285		1,291,516		(1,817)		(414)
Taxes	76,822		13,950		42,497		20,375
Depreciation and amortization	1,856,178		138,302		1,502,514		215,362
EBITDA	(2,786,326)		(8,605,028)		2,401,650		3,417,052
Bad debt expense	800,000		—		450,000		350,000
Stock-based compensation	504,666		379,061		89,262		36,343
Non-recurring charges - Severance	125,000		125,000		—		—
Non-recurring charges - Other	717,299		717,299		—		—
Adjusted EBITDA	$	(639,361)	$	(7,383,668)	$	2,940,912	$	3,803,395

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Six Months Ended October 31, 2020
Consolidated AGI Corporate AU USU
Net income (loss) $ (5,313,721) $ (11,391,986) $ 4,517,533 $ 1,560,732
Interest expense, net 1,984,740 1,984,742 — (2)
Taxes 34,630 10,650 23,780 200
Depreciation and amortization 1,016,981 26,483 931,727 58,771
EBITDA (2,277,370) (9,370,111) 5,473,040 1,619,701
Bad debt expense 1,032,000 — 912,000 120,000
Stock-based compensation 2,318,658 2,076,443 147,634 94,581
Non-recurring charges - Severance 44,000 44,000 — —
Non-recurring charges - Other 375,437 375,437 — —
Adjusted EBITDA $ 1,492,725 $ (6,874,231) $ 6,532,674 $ 1,834,282
Net income (loss) Margin (17)% NM 20% 17%
Adjusted EBITDA Margin 5% NM 29% 20%


Net income (loss) Margin	(17)	%	NM	4	%	23	%
Adjusted EBITDA Margin	(2)	%	NM	13	%	28	%

~~Adjusted EBITDA margin decreased to (1)% in 1H Fiscal 2022 from 5% in 1H Fiscal 2021, due primarily to the factors described above in the three months discussion.~~


	Six Months Ended October 31, 2021
	Consolidated		AGI Corporate		AU		USU
Net income (loss)	$	(3,723,146)	$	(9,517,700)	$	3,664,270	$	2,130,284
Interest expense, net	170,196		172,511		(1,739)		(576)
Taxes	156,910		2,412		153,207		1,291
Depreciation and amortization	1,596,643		69,184		1,344,800		182,659
EBITDA	(1,799,397)		(9,273,593)		5,160,538		2,313,658
Bad debt expense	700,000		—		500,000		200,000
Stock-based compensation	1,264,870		1,116,246		92,893		55,731
Non-recurring charges - Severance	19,665		—		—		19,665
Non-recurring charges - Other	(394,366)		58,325		(452,691)		—
Adjusted EBITDA	$	(209,228)	$	(8,099,022)	$	5,300,740	$	2,589,054


Net income (loss) Margin	(10)	%	NM	14	%	17	%
Adjusted EBITDA Margin	(1)	%	NM	20	%	21	%

Adjusted Gross Profit

GAAP Gross Profit is revenue less cost of revenue less amortization expense. The Company defines Adjusted Gross Profit as GAAP Gross Profit adjusted to exclude amortization expense. The following table presents a reconciliation of GAAP Gross Profit to Adjusted Gross Profit:

Three Months Ended October 31, Six Months Ended October 31,
2021 2020 2021 2020
Revenue $ 18,940,211 $ 16,971,045 $38,371,206 $32,136,607
Cost of Revenue 8,789,201 7,324,780 17,382,769 13,172,303
Adjusted Gross Profit 10,151,010 9,646,265 20,988,437 18,964,304
Less amortization expense included in cost of revenue:
Intangible asset amortization 27,496 10,516 37,988 22,463
Call center software/website amortization 432,392 346,653 836,143 661,760
Total amortization expense included in cost of revenue 459,888 357,169 874,131 684,223
GAAP Gross Profit $ 9,691,122 $ 9,289,096 $20,114,306 $18,280,081
GAAP Gross Profit as a percentage of revenue 51% 55% 52% 57%
Adjusted Gross Profit as a percentage of revenue 54% 57% 55% 59%


	Three Months Ended October 31,				Six Months Ended October 31,
	2022		2021		2022	2021
Revenue	$	17,074,547	$	18,940,211	$35,968,460	$38,371,206
Cost of Revenue	6,347,008		8,789,201		16,552,559	17,382,769
Adjusted Gross Profit	10,727,539		10,151,010		19,415,901	20,988,437
Less amortization expense included in cost of revenue:
Intangible asset amortization	22,349		27,496		44,369	37,988
Call center software/website amortization	473,923		432,392		940,843	836,143
Total amortization expense included in cost of revenue	496,272		459,888		985,212	874,131
GAAP Gross Profit	$	10,231,267	$	9,691,122	$18,430,689	$20,114,306

~~Q2 Fiscal 2022 compared to Q2 Fiscal 2021~~



GAAP Gross Profit as a percentage of revenue	60	%	51	%	51%	52%
Adjusted Gross Profit as a percentage of revenue	63	%	54	%	54%	55%

~~Adjusted~~For both periods, GAAP Gross profit and gross ~~profit as a percentage of revenue decreased~~margin increased due primarily to ~~a more than anticipated~~lower cost of revenue associated with the decrease in ~~class starts year-over-year in the pre-licensure program due to the effects~~marketing spend and planned cost controls, which was part of the ~~COVID surge and additional full-time faculty staffing~~restructuring initiative in ~~the USU MSN-FNP program and faculty hiring in the BSN Pre-Licensure campus locations in Phoenix, Austin, Tampa and Nashville; and planned advertising spending increase throughout~~Q1 Fiscal Year 2022, targeted primarily to our highest LTV programs. The majority of the advertising spending increase is directed to the new pre-licensure metro locations: Austin, Nashville and Tampa, as well as USU's MSN-FNP program.

~~Aspen University GAAP Gross Profit represented 50% of Aspen University revenue for Q2 Fiscal Year 2022, and USU GAAP Gross Profit represented 58% of USU revenue for Q2 Fiscal Year 2022.~~

~~1H Fiscal 2022 compared to 1H Fiscal 2021~~

~~Table of Contents~~

~~Adjusted gross profit as a percentage of revenue decreased due primarily to the factors described above in the three months discussion.~~

~~Aspen University GAAP Gross Profit represented 52% of Aspen University revenue for 1H Fiscal Year 2022, and USU GAAP Gross Profit represented 59% of USU revenue for 1H Fiscal Year 2022.~~2023.

Liquidity and Capital Resources

~~Long-term Debt~~

~~For a detailed description of long-term debt, see “Note 6—Long-term Debt” to the consolidated financial statements included in “Item 1. Consolidated Financial Statements.”~~

Cash flow information

Table of Contents

A summary of the Company's cash flows is as follows:


		Six Months Ended October 31,					Six Months Ended October 31,
		2021		2020			2022		2021
Net cash (used in) provided by	Net cash (used in) provided by					Net cash (used in) provided by
Operating activities	Operating activities	$	(3,453,933)	$	(2,076,821)	Operating activities	$	(2,625,988)	$	(3,453,933)
Investing activities	Investing activities	(2,849,652)		(2,244,723)		Investing activities	(1,308,856)		(2,849,652)
Financing activities	Financing activities	5,056,034		3,297,107		Financing activities	(251,298)		5,056,034
Net decrease in cash	Net decrease in cash	$	(1,247,551)	$	(1,024,437)	Net decrease in cash	$	(4,186,142)	$	(1,247,551)

Net Cash Used in Operating Activities

Net cash used in operating activities ~~for~~decreased from $3,453,933 in 1H Fiscal 2022 to $2,625,988 in 1H Fiscal 2023. Approximately $2.3 million of the ~~six months ended October 31, 2021 consists of~~cash used in operations in 1H Fiscal 2023 is attributed to the net loss adjusted for non-cash ~~items~~activities and ~~the effect~~$0.3 million of changes in working capital. Non-cash adjustments primarily include stock-based compensation, bad debt expense, depreciation and amortization expense, amortization of debt issue costs and deferred financing costs, warrants issued for services and other adjustments such as tenant improvement allowances received from landlords.

Adjustments to net loss consist primarily of depreciation and amortization expense of $1,596,643, stock-based compensation of $1,264,870, bad debt expense of $700,000, tenant improvement allowances received from landlords of $816,591, amortization of warrant based cost of $27,583, amortization of deferred financing costs of $19,643 and debt issue costs of $18,056. The increase from changes in working capital primarily consists of increases in gross accounts receivable (both short and long term accounts receivable, before allowance for doubtful accounts) of $7,699,220, prepaid expenses of $520,685 and a decrease in accrued expenses of $268,088, partially offset by increases in deferred revenue of $3.4 million, accounts payable of $636,136 and due to students of $472,159. The increase in accounts receivable is primarily attributed to the growth in revenue from increased enrollments and students paying through the monthly payment plan as well as timing of billings for class starts. The increase in deferred revenue is due primarily to timing of billings for class starts and higher revenue.

~~The Company expects a favorable trend in working capital over time, but there may be volatility from quarter to quarter. In aggregate the Company expects a general trend toward lower~~ cash used in operations is attributed to increased working capital which is attributed to increases in ~~future quarters; however, some quarters could have higher cash used in operations as a result of more cash used to support changes in working capital. Program start timings~~short-term and ~~the related federal financial aid drawdowns also impact cash timing.~~long-term monthly payment plan accounts receivable.

Net cash used in operations for the six months ended October 31, 2020 consist primarily of stock-based compensation of $2,318,658, amortization of debt discounts of $1,550,854, bad debt expense of $1,032,000 and depreciation and amortization expense of $1,016,981. The increase in cash from changes in working capital primarily consists of an increase in ~~gross~~ accounts receivable, ~~(both short~~prepaid expenses and ~~long term accounts receivable, before allowance for doubtful accounts) of $8,246,180,~~other current assets, and decreases in due to students, partially offset by ~~an increase~~increases in deferred revenue, ~~of $4,915,504~~accounts payable, other current liabilities and accrued ~~expenses of $1,282,983.~~expenses. The increase in accounts receivable is primarily attributed to ~~the~~ growth in ~~revenues from increased enrollments and students paying through~~ the monthly payment plan as well as the timing of billings for class ~~start near~~starts and the ~~end~~timing of ~~Q2 Fiscal 2021.~~cash receipts. Prepaid expenses increased due primarily to a fee for the surety bond required by the Arizona State Board for Private Postsecondary Education, which is being amortized over one year. The increase in ~~deferred~~other current assets and other current liabilities was primarily related to the financing of the Company's insurance policy coverage for Fiscal 2023. Deferred revenue isincreased due primarily to timing of billings for class starts, specifically a class start ~~near the~~close to quarter end ~~of Q2 Fiscal 2021 and higher revenue.~~on October 25, 2022. The increase in accrued expenses is due primarily to ~~accrual~~increases in costs accrued for non-recurring professional fees and consulting costs, accrued interest for the $10 million Convertible Note and the $5 million Credit Facility and Fiscal Year 2023 Canadian foreign tax accrual.

The decrease in non-cash adjustments primarily consists of ~~executive bonus~~lower stock-based compensation expense related to (i) the reversal of $242,708 of amortization expense related to the Chief Executive Officer's performance-based RSU grant that the Company assessed will not be met as of July 31, 2022; and (ii) the reversal of $139,431 of amortization expense related to the resignation of the Chief Nursing Officer on July 15, 2022; and lower tenant improvement reimbursements associated with the commencement of the Atlanta campus lease. Offsetting these decreases is higher depreciation and amortization expense associated with the opening of new campus locations and the implementation of internal use software.

The Company expects working capital and long-term student accounts receivable to trend lower for the remainder of Fiscal ~~2021, accrued payroll~~2023 as fewer students enroll in the monthly payment plan due to ~~higher headcount~~decreased marketing spend. Additionally, there may be working capital volatility from quarter to quarter, regarding the timing of financial aid payments and ~~related~~

~~Table of Contents~~

~~increase in compensation~~student course starts that impact deferred revenue and ~~benefits expense to support the growth of the business and an increase in accrued marketing due to timing.~~accounts receivable balances.

Net Cash Used in Investing Activities

Net cash used in investing activities ~~for the six months ended October 31, 2021 includes purchases of property and equipment of $2.7 million~~in 1H Fiscal 2023 decreased from 1H Fiscal 2022 primarily due to ~~investments~~lower capital expenditures in leasehold improvements, computer equipment and hardware and Company developed software. Purchases of courseware and accreditation were $0.1 million. A significant portion cash used for investing activities relates tothe current year associated with the opening of ~~new campus locations.~~

~~Net cash used~~pre-licensure locations including tenant improvements and a decrease in investing activities for the six months ended October 31, 2020 includes purchases of property and equipment of $2,233,348 primarily due to investments in computer equipment and hardware, Company developed software and new campuses; and purchases of courseware ~~and accreditation of $11,375.~~updates.

Net Cash (Used in) Provided By Financing Activities

Net cash ~~provided by~~used in financing activities in 1H Fiscal 2023 related to the payment of another 1% commitment fee of $200,000 on the 2022 Revolving Credit Facility, which was due six months from the closing date of March 14, 2022, or September 14, 2022, since the revolving credit facility has not been replaced; and $60,833 of deferred financing costs related to the Lender's legal fees incurred during August 2022 for the ~~six months ended October 31, 2021 includes~~2022 Convertible Note. This was partially offset by 11,840 shares the Company sold under the Agreement and received net proceeds of ~~$5,000,000 from borrowings under the Credit Facility and proceeds from stock options exercised of $56,034.~~

Net cash provided by financing activities for the six months ended October 31, 2020 includes proceeds from stock options exercised of $2,215,315 and proceeds from warrants exercised of $1,081,792 received from the cash exercise of warrants associated with the Term Loan and Revolving Credit Facility.$9,535.

Liquidity and Capital Resources

Our cash balances are kept liquid to support our growing infrastructure needs. The majority of our cash is concentrated in large financial institutions.

Table of Contents

Financing Arrangements

Convertible Note and Revolving Credit Facility

On March 14, 2022, the Company closed an offering of a $10 million convertible note and a $20 million Revolving Credit Facility (the “Revolving Credit Facility”). The Company received the proceeds from the $10 million convertible note at the closing. Subsequent to the closing of the $10 million convertible note, $5 million was restricted as collateral for a surety bond, which was required by the Arizona State Board for Private Postsecondary Education. The remaining $5 million is available for general corporate purposes, including funding the Company’s then expansion of its BSN Pre-Licensure nursing degree program.

The $20 million revolving credit facility has not been drawn upon and was pledged as additional collateral for the surety bond required by the Arizona State Board for Private Postsecondary Education. In December 2022, as a result of the revised stipulated agreement with the Arizona State Board for Private Postsecondary Education that was signed on October 31, 2022, $1.5 million of the restricted cash associated with the surety bond became unrestricted, providing additional cash for operations.

Credit Facility

On August 31, 2021, the Company extended ~~the Revolving~~its $5 million Credit Facility by one year to November 4, 2022. The Credit Facility ~~Agreement provides for a $5,000,000 revolving credit facility~~is evidenced by a revolving promissory note. Borrowings under the Credit Facility Agreement bear interest at 12% per annum. In conjunction with the extension of the ~~Revolving~~ Credit Facility, the Company drew down ~~$5,000,000~~$5 million of funds ~~from the Revolving Credit Facility~~ at 12% interest per annum due November 4, 2022. Pursuant to this agreement, on August 31, 2021 the Company issued to the Foundation warrants to purchase 50,000 shares of the Company’s common stock exercisable for five years from the date of issuance at the exercise price of ~~$5.89~~$5.85 per share. Additionally on March 14, 2022, the Company extended the $5 million Credit Facility by one additional year to November 4, 2023, at an increased interest rate of 14% per annum. The Company ~~expects to use~~uses these funds for general business purposes, including the roll out of the new campuses. The Company anticipates that the Aspen 2.0 business plan, with lower advertising budget that targets the highest LTV programs, will reduce the need to borrow funds in the future.purposes.

At both October 31, ~~2021~~2022 and April 30, ~~2021,~~2022, there were ~~$5,000,000 and no~~$5 million of borrowings outstanding ~~borrowings, respectively,~~ under the Credit Facility.

Sufficiency of Working Capital

As of December 9, 2022, the Company had $2.0 million of unrestricted cash on hand. We expect that with reductions associated with the restructuring plan and other corporate cost reductions, we will have sufficient cash to meet our working capital needs for the next 12 months.

In late Q1 Fiscal 2023, we implemented a restructuring plan that resulted in significant cash benefits for the Company starting in Q2 Fiscal 2023 and continuing for the remainder of the fiscal year. There are two key components of the plan. First, in the second quarter we scaled back marketing advertising spend to maintenance levels of $150,000 per quarter which resulted in savings of $3.7 million in Q2 Fiscal 2023 and should result in savings of $3.8 million in Q3 Fiscal 2023. The savings estimates are based on a normalized marketing ad spend run rate of $4.0 million per quarter. Second, the plan resulted in the elimination of approximately 70 positions mostly within the general and administrative functions at Aspen University and AGI. As a result, there were additional restructuring savings of $600,000 in Q2 Fiscal 2023, and we expected to have $1.0 million of savings in Q3 Fiscal 2023. The estimated general and administrative spend reductions are based on our Q1 Fiscal 2023 expenses. Total spend reductions were $4.5 million in Q2 Fiscal 2023 and are expected to be $4.9 million in Q3 Fiscal 2023.

In August 2022, the Company engaged the services of Lampert Capital Advisors for financial advisory services to assist with locating and securing an accounts receivable financing facility to provide working capital to position the Company for future growth among its online post-licensure nursing degree programs. However, there can be no assurance that the Company will be successful in locating and negotiating a definitive agreement on favorable terms or at all.

Capital and other expenditures

The Company anticipates that it will need to make capital and other expenditures in connection with ~~the development and expansion of its campus~~on-going operations. The Company's Fiscal year 2022 capital expenditures are expected to be lower than Fiscal Year 2021 capital expenditures by approximately $0.5 million related to new campus costs. Additionally, the Company expects additional cash commitments for letters of credit related to securing new campus locations.

~~The Company expects that its existing cash resources will be sufficient to fund its working capital, including capital expenditures, investing and other needs for the next 12 months.~~

Critical Accounting Policies and Estimates

At October 31, ~~2021,~~2022, there were no material changes to our critical accounting policies and estimates. A full listing of our critical accounting policies and estimates is described in the "Critical Accounting Policies and Estimates" of our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2021~~2022 and listed here below:

Table of Contents

•Revenue Recognition and Deferred Revenue

•Accounts Receivable and Allowance for Doubtful Accounts Receivable

•Goodwill and Intangibles

•Stock-based compensation

~~Table of Contents~~

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements as of October 31, ~~2021.~~2022.

Cautionary Note Regarding Forward Looking ~~Statements~~Statements.

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the effect of our ~~goal of achieving positive GAAP net income by Q4 of the fiscal year 2022, our focusing of advertising spend on the highest LTV units,~~restructuring initiatives including efforts to reduce expenditures such as general and administrative and marketing expenses and the anticipated ~~impact~~results and benefits of ~~this~~these efforts, our plan onto maintain an approximately break-even or slightly negative adjusted EBITDA, our ~~future operating results, liquidity and growth, the expected growth in our highest efficiency businesses, our estimates concerning LTV, bookings and ARPU, our expectations regarding~~ability to close an accounts receivable the expected continued revenue growth in Aspen University’s BSN Pre-Licensure and USU’s MSN-FNP programs, the impact of COVID-19 on class starts and enrollments, our anticipated working capital trends, the intended use of proceeds from the drawdown under the revolving credit facility, ~~our expected capital expenditures related to new campus openings and letters of credit~~ and our liquidity. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. 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. 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.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include, without limitation, the continued demand of nursing students for our programs, ability to successfully resolve the Arizona regulatory matters, our ability to ~~successfully implement the fiscal year 2022 business plan and the accuracy of the assumptions used~~maintain enrollments in ~~estimating the results of such implementation,~~our active programs with limited marketing, the continued ~~high~~ demand of nursing students for ~~nurses, the continued effectiveness of~~ our marketing efforts, the effectiveness of our collection efforts and process improvements, our ability to obtain the necessary regulatory approvals to launch our future campuses in a timely fashion or at all,programs, student attrition, national and local economic factors including a possible recession and increasing unemployment, uncertainties arising from the ~~substantial impact~~Russian invasion of Ukraine including its effect on the ~~COVID-19 on nurses and the~~U.S. economy, ~~competition from nursing schools in local markets,~~ the competitive impact from the trend of major non-profit universities using online education ~~unfavorable regulatory changes, rising acquisition costs~~ and ~~potential loss~~consolidation among our competitors, and the myriad of ~~employees as~~risks which may affect our ability to close an accounts receivable financing ranging from locating a ~~result of COVID-19 vaccine mandate.~~willing lender to contractual difficulties including covenants which prevent us from closing a facility. Further information on the risks and uncertainties affecting our business is contained in our filings with the SEC, including this Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2021.~~2022. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management carried out an evaluation, with the participation of our Principal Executive Officer and Principal Financial Officer, required by Rule 13a-15 or 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Based on their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time-to-time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. ~~Other than~~During the ~~previously disclosed receipt of payment of $498,120 as a final distribution by the bankruptcy trustee in HEMG bankruptcy proceedings, during the~~reporting period, ~~covered by this report,~~ there ~~were~~have been no material changes to the description of legal proceedings set forth in our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2021.~~2022 other than the agreed dismissal of an old lawsuit against us.

ITEM 1A. RISK FACTORS

~~The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2021.~~

~~The OSHA directive concerning mandatory COVID-19 vaccination of employees could have a material adverse impact on our business and results of operations.~~

On September 9, 2021, President Biden announced a proposed new rule requiring all employers with at least 100 employees to ensure that their employees are fully vaccinated or require unvaccinated workers to get a negative test at least once a week. Effective November 5, 2021, the Occupational Health and Safety Administration (OSHA) issued a COVID-19 Vaccination and Testing Emergency Temporary Standard (ETS) which would require employers with 100 or more employees, by January 4, 2022, to require their workers either to be fully vaccinated (or at least have received a final dose of a primary vaccine series) or to test weekly for COVID-19. However, a federal district court has issued a nationwide preliminary injunction prohibiting the U.S. government from enforcing the ETS mandate. It is currently not possible to predict with certainty the exact impact the ETS would have on us in the event the injunction is lifted. As a company with more than 100 employees, in the event the injunction is lifted, we would be required to mandate COVID-19 vaccination of our workforce or our unvaccinated employees would require weekly testing. This may result in employee attrition, which could be material as a substantial number of our employees are based in Arizona where vaccination rates are below the national average. If we were to lose employees, it could have an adverse effect on future revenues and costs, which could be material. Accordingly, the proposed ETS when implemented could have a material adverse effect on our business and results of operations.None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~All~~Other than as set forth in "Item 5. Other Information" which is incorporated herein by reference, all recent sales of unregistered securities have been previously reported.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~Not applicable.~~None.

ITEM 6. EXHIBITS

See the Exhibit Index at the end of this report.

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EXHIBIT INDEX
Incorporated by Reference Filed or
Furnished
Herewith
Exhibit # Exhibit Description Form Date Number
3.1
Certificate of Incorporation, as amended 10-K 7/9/19 3.1
3.2
Bylaws, as amended 10-Q 3/15/18 3.2
10.1
Warrant dated July 21, 2021 10-Q 9/14/21 10.1
10.2
Employment Agreement, effective August 16, 2021, by the Company and Matthew LaVay* 8-K 8/16/21 10.1
31.1
Certification of Principal Executive Officer (302) Filed
31.2
Certification of Principal Financial Officer (302) Filed
32.1
Certification of Principal Executive and Principal Financial Officer (906) Furnished**
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document Filed
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Incorporated by Reference

Filed or
Furnished
Herewith

Exhibit #

Exhibit Description

Form

Date

Number

3.1

Certificate of Incorporation, as amended

10-K

7/9/2019

3.1

3.1(a)

Certificate of Amendment to Articles of Incorporation - authorized shares

8-K

7/12/2022

3.1

3.2

Bylaws, as amended

10-Q

3/15/2018

3.2

4.1

Description of securities registered under Section 12 of the Exchange Act of 1934

10-K

7/9/2019

4.1

10.1

Aspen Group, Inc. 2012 Equity Incentive Plan, as amended*

S-8

9/21/2020

10.1

10.2

Aspen Group, Inc. 2018 Equity Incentive Plan, as amended*

10-Q

3/16/2021

10.1

10.2(a)

Amendment No. 3 to the Aspen Group, Inc. 2018 Equity Incentive Plan*

DEF 14A

11/5/2021

Annex A

10.2(b)

Amendment No. 4 to the Aspen Group, Inc. 2018 Equity Incentive Plan*

10-Q

3/15/2022

10.7

10.3

Employment Agreement effective July 21, 2021, by the Company and Michael Mathews*

8-K

7/23/2021

10.1

10.4

Employment Agreement dated November 24, 2014 - Gerard Wendolowski*

10-K

7/28/2015

10.19

10.5

Employment Agreement dated June 11, 2017 – Cheri St. Arnauld*

10-K

7/25/2017

10.5

10.6

Employment Agreement dated December 1, 2020 - Robert Alessi*

10-Q

3/16/2021

10.2

10.7

Employment Agreement, effective August 16, 2021, by the Company and Matthew LaVay*

8-K

8/16/2021

10.1

10.8

Form of Restricted Stock Unit Agreement*

10-K

7/7/2020

10.9

Form of Restricted Stock Unit Agreement – price based vesting*

10-K

7/7/2020

10.10

Form of Stock Option Agreement*

10-K

7/7/2020

10.11

Amended and Restated Revolving Promissory Note and Security Agreement, dated March 6, 2019

10-Q

3/11/2019

10.5

10.12

Form of Investors/Registration Rights Agreement dated January 22, 2020

8-K

1/23/2020

10.3

10.13

Confidential Severance Agreement, dated February 25, 2021, by and between the Company and Frank J. Cotroneo

10-K

7/13/2021

10.13

10.14

Warrant dated July 21, 2021

10-Q

9/14/2021

10.1

10.15

Form of Revolving Promissory Note and Security Agreement+

10-Q

3/15/2022

10.1

10.16

Form of Convertible Promissory Note and Security Agreement+

10-Q

3/15/2022

10.2

10.17

Form of Intercreditor Agreement

10-Q

3/15/2022

10.3

10.18

Form of Investors/Registration Rights Agreement dated March 14, 2022

10-Q

3/15/2022

10.4

10.19

Form of Third Amendment to the Amended and Restated Revolving Promissory Note and Security Agreement

10-Q

3/15/2022

10.5

10.20

Form of Letter Agreement +

10-Q

3/15/2022

10.6

10.21

Consent Agreement dated March 31, 2022

8-K

4/1/2022

99.1

Table of Contents

10.22

First Amendment to Intercreditor Agreement dated April 22, 2022

8-K

4/27/2022

10.1

31.1

Certification of Principal Executive Officer (302)

Filed

31.2

Certification of Principal Financial Officer (302)

Filed

32.1

Certification of Principal Executive and Principal Financial Officer (906)

Furnished**

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_____________________

* Management contract or compensatory plan or arrangement.

** This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

+ Certain schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the SEC upon request.

Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to Aspen Group, Inc., at the address on the cover page of this report, Attention: Corporate Secretary.

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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.

December ~~14, 2021~~15, 2022	By:	/s/ Michael Mathews
		Michael Mathews Chief Executive Officer (Principal Executive Officer)


December ~~14, 2021~~15, 2022	By:	/s/ Matthew LaVay
		Matthew LaVay Chief Financial Officer (Principal Financial Officer)


December ~~14, 2021~~15, 2022	By:	/s/ Robert Alessi
		Robert Alessi Chief Accounting Officer (Principal Accounting Officer)

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Maturity of Lease Obligations	Lease Payments
2022 (remaining)	$	2,179,605
2023	4,142,637
2024	4,018,977
2025	3,802,959
2026	3,908,722
Thereafter	11,963,225
Total future minimum lease payments	30,016,125
Less: imputed interest	(10,138,211)
Present value of operating lease liabilities	$	19,877,914



	Q2'21	Q3'21	Q4'21	Q1'22	Q2'22
Aspen University	2,010	1,593	1,593	1,601	1,750
USU	649	536	589	675	630
Total	2,659	2,129	2,182	2,276	2,380


	Six Months Ended October 31, 2020
	Consolidated		AGI Corporate		AU		USU
Net income (loss)	$	(5,313,721)	$	(11,391,986)	$	4,517,533	$	1,560,732
Interest expense, net	1,984,740		1,984,742		—		(2)
Taxes	34,630		10,650		23,780		200
Depreciation and amortization	1,016,981		26,483		931,727		58,771
EBITDA	(2,277,370)		(9,370,111)		5,473,040		1,619,701
Bad debt expense	1,032,000		—		912,000		120,000
Stock-based compensation	2,318,658		2,076,443		147,634		94,581
Non-recurring charges - Severance	44,000		44,000		—		—
Non-recurring charges - Other	375,437		375,437		—		—
Adjusted EBITDA	$	1,492,725	$	(6,874,231)	$	6,532,674	$	1,834,282
Net income (loss) Margin	(17)%		NM		20%		17%
Adjusted EBITDA Margin	5%		NM		29%		20%