UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Aspen Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Aspen Group, Inc.

1660 South Albion Street,276 Fifth Avenue, Suite 525505

Denver, CO 80222New York, New York, 10001

(303) 333-4224(646) 448-5144

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the shareholdersstockholders of Aspen:Aspen Group, Inc.:

We are pleased to invite you to attend the 2022 Annual Meeting of the ShareholdersStockholders (the “Annual Meeting”) of Aspen Group, Inc., a Delaware corporation (“Aspen” or the(the “Company”), which will be held at 10:9:00 a.m., local time on March 19, 2018December 15, 2022 at Hotel Pennsylvania, 401 Seventh Avenue (at 33^rd Street), New York, New York 10001,the Company’s offices located at 4615 E. Elwood Street, Phoenix, Arizona 85040, for the following purposes:

1.

To elect 10 members to Aspen’s Board of Directors;

2.

To ratify prior amendments increasing the amount of shares issuable under the 2012 Equity Incentive Plan to 3,500,000 shares;

3.

To ratify the shares issued and issuable in connection with the acquisition of United States University;

4.

To approve Aspen’s executive officer compensation;

5.

To ratify the appointment of our independent registered public accounting firm for fiscal 2018; and

6.

To transact such other business as may properly come before the Annual Meeting.

Aspen’sThe Company’s Board of Directors (the “Board”) has fixed the close of business on February 7, 2018October 28, 2022 as the date (the “Record Date”) for a determination of shareholdersthe stockholders entitled to notice of, and to vote at, thisthe Annual Meeting or any adjournment or postponement thereof.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on March 19, 2018. This Proxy Statement, Form 10-K, and Form 10-K/A are available at: https://www.proxyvote.com.

If You Plan to Attend

Please note that space limitations make it necessary to limit attendance to shareholders.stockholders. Registration and seating will begin at 9:4500 a.m. Shares can be voted at the meetingAnnual Meeting only if the holder is present in person or is represented by valid proxy.

For admission to the meeting,Annual Meeting, each shareholderstockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of stock ownership as of the Record Date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

If you do not plan on attending the meeting, please vote your shares via the internet, by phone or by signing and dating the enclosed proxy and return it in the business envelope provided. Your vote is very important.

Dated: February 14, 2018November 3, 2022

Whether or not you expect to attend in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting.Annual Meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

Table of Contents

Aspen Group, Inc.

1660 South Albion Street,276 Fifth Avenue, Suite 525505

Denver, CO 80222New York, New York, 10001

(303) 333-4224(646) 448-5144

ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

PROXY STATEMENT

Why am I receiving these materials?

TheseThis proxy materials arestatement (the “Proxy Statement”) is being sent to the holders of shares of the voting stock of Aspen Group, Inc., a Delaware corporation (“AGI” or the “Company”) in connection with the solicitation of proxies by Aspen’sour Board of Directors (the “Board”) for use at the 2022 Annual Meeting toof Stockholders of the Company (the “Annual Meeting”) which will be held at 10:9:00 a.m., local time on March 19, 2018 at Hotel Pennsylvania, 401 Seventh Avenue (at 33^rd Street), New York, New York 10001. The proxy materials relating to the Annual Meeting are first being mailed to shareholders entitled to voteDecember 15, 2022 at the meeting on or about February 14, 2018. A copyoffices of the Company’s Form 10-K and Form 10-K/A for the year ended April 30, 2017 (the “2017 Fiscal Year”) are being mailed concurrently with this Proxy Statement.Aspen Group, Inc. located at 4615 E. Elwood Street, Phoenix, Arizona 85040.

Who is entitled to vote?

The Board has fixed the close of business on February 7, 2018October 28, 2022 as the record date (the “Record Date”) for a determination of shareholdersthe stockholders entitled to notice of, and to vote at, the Annual Meeting. OnAs of the Record Date, there were 15,078,83125,324,110 shares of common stock outstanding. Each share of the Company’s common stock represents one vote that may be voted on each matter that may come before the Annual Meeting. There are no shares of preferred stock that are entitled to vote.

What is the difference between holding shares as a record holder and as a beneficial owner?

If your shares are registered in your name with Action Stock Transfer Corporation, the Company’s transfer agent, Action Stock Transfer Corporation, you are the “record holder” of those shares. If you are a record holder these proxy materials haveas of the Record Date, the Notice and Proxy Statement has been provided directly to you by the Company.

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name these proxy materials haveas of the Record Date, the Notice and Proxy Statement has been forwarded to you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.

Who may attend the meeting?

Record holders and beneficial owners as of the Record Date may attend the Annual Meeting. If your shares are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record Date. Please see below forthe instructions on how to vote at the Annual Meeting if your shares are held in street name.

How do I vote?

Record HolderHolder:

If you vote by Internet or phone, please DO NOT mail your proxy card.

Beneficial Owner (Holding Shares in Street Name):

What constitutes a quorum?

To carry on the business of the Annual Meeting, we must have a quorum. A quorum is present when a majority of the outstanding shares of stock entitled to vote, as of the Record Date, are represented in person or by proxy. Shares owned by the Company are not considered outstanding or considered to be present at the Annual Meeting. Broker non-votes (because there are non-routineroutine matters presented at the Annual Meeting) and abstentions are counted as present for the purpose of determining the existence of a quorum.

What happens if a quorum is not present at the Company is unable to obtain a quorum?Annual Meeting?

If a quorum is not present to transact business at the Annual Meeting or if we do not receive sufficient votes in favor of the proposals by the datescheduled time of the Annual Meeting, then Mr. Michael Mathews, our Chief Executive Officer and Chairman of the persons named as proxies may propose oneBoard, or more adjournmentsDr. Cheri St. Arnauld, our Chief Academic Officer and President of Aspen University Inc., are authorized to adjourn the Annual Meeting to permit solicitation of proxies.

Which proposals are considered “Routine”until a quorum is present or “Non-Routine”?

Proposals 2 and 5 are routine.

Proposals 1, 3, and 4 are non-routine.represented.

What is a broker non-vote?if I do not provide specific voting instructions?

If your shares are held in street name, you must instruct the organization whowhich holds your shares how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any non-routine proposal. This vote is called a “broker non-vote.” Broker non-votes do not count as a vote “FOR” or “AGAINST” any of the Proposals.

If you are the shareholder of record, and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting. If your shares are held in street name and you do not provide specific voting instructions to the organization that holds your shares, the organization may generally vote at its discretion on routine matters, but not on non-routine matters. If you sign your proxy card but do not provide instructions on how your broker should vote, your broker willmay vote your shares as recommended by the Board on any non-routineroutine matter. See the notefootnote to the below andtable on the following question and answer.next page for more information.

Important rule affecting beneficial owners holdingIf you are a stockholder of record, and you sign and return a proxy card without giving specific voting instructions, the proxy holders will vote your shares in street name.the manner recommended by the Board on all matters being presented at the Annual Meeting and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Brokers may no longer use discretionary authority to vote shares on the election of directors if they have not received instructions from their clients. Please submit your proxy card so your vote is counted.Which proposals are considered “routine” or “non-routine”?

HowProposals 2 and 3 are abstentions treated?routine;

Proposal 1 is non-routine.

Abstentions only have an effect on the outcome of any matter being voted on that requires the approval based on the Company’s total voting stock outstanding. Thus, abstentions have no effect on any of the proposals.

How many votes are needed for each proposal to pass, is broker discretionary voting allowed and what is the effect of an abstention?abstentions and broker non-votes?

———————

*

AbstentionsIf you do not provide voting instructions, your shares will reducenot be voted on any non-routine proposal. Proposals 2, and 3 are considered “routine” proposals, while Proposal 1 is considered a “non-routine” proposal. As a result, if you do not provide voting instructions to your nominee organization, your shares will not be voted on Proposal 1. Broker non-votes do not count as a vote “FOR” or “AGAINST” Proposal 1, and accordingly will have no impact on the outcome of that proposal. For Proposals 2 and 3, while broker discretionary voting is permitted under New York Stock Exchange Rules governing broker discretionary voting, an increasing number of affirmativebrokers and similar organizations which hold shares in street name have elected to either refrain from discretionary voting or engage in a form of proportionate voting such as voting shares in a manner consistent with all other votes received, but notcast at the required numbermeeting. As a result, while broker discretionary voting could result in a vote “FOR” Proposals 2 or 3 for some or all instances in which a beneficial stockholder declines to provide instructions for voting his, her or its shares, we cannot predict what the ultimate outcome will be as it depends on the organization which has custody of votes or percentage needed for the proposal to pass.shares in each such case.

What are the voting procedures?

In voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees, or withhold your votes as to specific nominees. With regard to the remaining proposals, you may vote in favor of each proposal or against each proposal, or in favor of some proposals and against others, or you may abstain from voting on any of these proposals. You should specify your respective choices on the accompanying proxy card or your proxy card.voting instruction form.

Is my proxy revocable?

You may revoke your proxy and reclaim your right to vote up to and including the day of the Annual Meeting by giving written notice to the Corporate Secretary of Aspen,the Company, by delivering a proxy card dated after the date of the previously mailed proxy card or by voting in person at the Annual Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Aspen Group, Inc., 1660 South Albion Street,276 Fifth Avenue, Suite 525, Denver, CO 80222505, New York, New York 10001, Attention: Corporate Secretary.

Who is paying for the expenses involved inof preparing and mailing this proxy statement?

All of the expenses involved in preparing, assembling and mailing thesethe proxy materials for the Annual Meeting and all costs of soliciting proxies will be paid by the Company. In addition to the solicitation by mail, proxies may be solicited by the Company’s officers and regular employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing. We may hire an independent proxy solicitation firm.

What happens if additional matters are presented at the Annual Meeting?

Other than the items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you submit a signed proxy card, the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If for any reason any of the Company’s nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the Annual Meeting, then Mr. Michael Mathews, the Company’s Chief Executive Officer and Chairman of the Board, or Ms. Janet Gill, the Company’s Chief Financial Officer, are authorized to adjourn the annual meeting until a quorum is present or represented.

What is “householding” and how does it affect me?

Record holders who have the same address and last name will receive only one copy of their proxy materials, unless we are notified that one or more of these record holders wishes to continue receiving individual copies. This procedure will reduce the Company’s printing costs and postage fees. ShareholdersStockholders who do not participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other record holders with whom you share an address, receive multiple copies of these proxy materials, or if you hold Aspenthe Company’s stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact the Company’s Corporate Secretary at: Aspen Group, Inc., 1660 South Albion Street,276 Fifth Avenue, Suite 525, Denver, CO 80222505, New York, New York 10001, Attention: Corporate Secretary.

If you participate in householding and wish to receive a separate copy of these proxy materials, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact the Company’s Corporate Secretary as indicated above. Beneficial owners can request information about householding from their brokers, banks or other holders of record.

Do I have dissenters’ (appraisal) rights?

Appraisal rights are not available to Aspen shareholdersthe Company’s stockholders with any of the proposals brought before the Annual Meeting.

Can a shareholderstockholder present a proposal to be considered at the 2022 Annual Meeting?

For a shareholderstockholder proposal to be considered for inclusion in the Company’s Proxy Statement and proxy card for the next Annual Meetingannual meeting of stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act,”“Exchange Act”) the following is required:

·

For a shareholder proposal to be considered for inclusion in Aspen’s Proxy Statement and proxy card for the next Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, which we refer to as the “Exchange Act,” our Corporate Secretary must receive the written proposal no later than October 17, 2018, which is 120 calendar days prior to the anniversary date Aspen’s Proxy Statement was mailed to shareholders in connection with this Annual Meeting. Such proposals also must comply with Securities and Exchange Commission (the “SEC”) regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company sponsored materials.

·

Our Bylaws include advance notice provisions that require shareholders desiring to recommend or nominate individuals to the Board or who wish to present a proposal at the next Annual Meeting must do so in accordance with the terms of the advance notice provisions. For a shareholder proposal or a nomination that is not intended to be included in Aspen’s Proxy Statement and proxy card under Rule 14a-8, our Corporate Secretary must receive the written proposal not later than the close of business on the 120th day (or October 17, 2018) nor earlier than the close of business on the 150th day prior to the anniversary of the date on which Aspen released its proxy materials to its shareholders for this year’s Annual Meeting (or September 17, 2018); provided, however, that in the event that the date of the next Annual Meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of this year’s Annual Meeting, for notice by the shareholder to be timely, such shareholder’s written notice must be delivered to the secretary not later than the close of business on the 90th day prior to the next Annual Meeting or the 10th day following the day on which public announcement of the date of such meeting is first made, whichever is later. Your notice must contain the specific information set forth in our Bylaws.

·

Additionally, you must be a record holder at the time you deliver your notice to the Corporate Secretary and are entitled to vote at the next Annual Meeting.

A nomination or other proposal will be disregarded if it does not comply with the above procedures. All proposals and nominations should be sent to Aspen Group, Inc., 1660 South Albion Street,276 Fifth Avenue, Suite 525, Denver, CO 80222505, New York, New York 10001, Attention: Corporate Secretary.

We reserve the right to amend the Company’s Bylaws and any change will apply to the next Annual Meeting unless otherwise specified in the amendment.

Interest of Officers and Directors in Matters to Be Acted Upon

Except in the election to the Company’s nominees, none of the officers or directors have any interest in any of the matters to be acted upon at the Annual Meeting.

The Board Recommends that Shareholdersthe Stockholders Vote “ForFOR” Proposal Nos.Proposals 1, 2 3, 4, and 5.3.

PROPOSAL 1. TO ELECT MEMBERS TO ASPEN’S BOARDELECTION OF DIRECTORS

WeThe Board currently have 10consists of six directors. The terms of all of the Company’s current directors will expire at thisthe Annual Meeting. The Board proposesOn the electionrecommendation of the Corporate Governance and Nominating Committee, the Board has nominated the following 10 nominees ascurrent directors:

(i) Michael Mathews,

Michael D’Anton

Norman Dicks

C. James Jensen

(ii) Andrew Kaplan,

Malcolm MacLean IV

(iii) Douglas Kass, (iv) Michael Koehneman, (v) Dr. Joan Prince, and (vi) Sanford Rich

John Scheibelhoffer

Rick Solomon

Oksana Malysheva

All of for election at the nominees listed aboveAnnual Meeting. Directors are currently directors of the Company. All of the nominees have been nominated and have agreed to serve if elected. The ten persons who receive the most votes cast will be elected and willby a plurality vote to serve as directors until the next Annual Meeting. annual meeting of stockholders of the Company and until their successors have been duly elected and qualified.

If a nominee becomes unavailable for election beforeall of the director nominees named in this Proxy Statement are elected at the Annual Meeting, the Board can name a substitute nominee andwill consist of six directors. The proxies willcannot be voted for such substitute nominee unless an instruction toa greater number of persons than the contrary is written onnumber of the proxy card.The principal occupation and certain other information about thedirector nominees and the Company’s executive officers are set forth on the following pages.named in this Proxy Statement.

The Board recommends a vote “ForFOR” the election of each of the nominated slate of directors.director nominees.

Director Nominee biographies

DIRECTOR NOMINEES

Set forth below is the information provided by the director nominees regarding their experience and qualifications. All of the nominees are currently serving as directors of the Company and have consented to serve as directors if elected at the Annual Meeting.

Director Biographies

Michael Mathews has served as Aspen’sthe Company’s Chief Executive Officer and a director since March 2012 and as Chief Executive Officer of Aspen University Inc. (“Aspen University”), a subsidiary of Aspen,the Company, since May 2011. He served as Chief Executive Officer of interclick, inc.Interclick, Inc. (“Interclick”) (Nasdaq: ICLK) from August 28, 2007 until January 31, 2011. From June 2007 until it was acquired by Yahoo, Inc. (NASDAQ:(Nasdaq: YHOO) in December 2011, Mr. Mathews also served as a director of interclick.Interclick. From May 15, 2008, until June 30, 2008, Mr. Mathews served as the interim Chief Financial Officer of interclick.Interclick. From 2004 to 2007, Mr. Mathews served as the senior vice-president of marketing and publisher services for World Avenue U.S.A., LLC, an Internet promotional marketing company. Mr. Mathews was selected to serve as a director due to his knowledge of the for profit education industry, his commitment to a “debt free” education,“making college affordable again”, his track record of success in managing early stage and growing businesses, his extensive knowledge of the online education internetInternet marketing industriesindustry and his knowledge of running and serving on the boards of public companies.

Michael D’AntonAndrew Kaplan has served as a director of Aspen since March 2012 and of Aspen University for approximately 13 years. Since 1988, Dr. D’Anton has been an ENT physician and surgeon at ENT Allergy Associates. Dr. D’Anton was selected as a director for his experience in growing and running a successful surgery center and his knowledge of Aspen University from serving as a director prior to the 2011 Reverse Merger.

Norman D. Dicks has served as a director since November 17, 2016. He was a member of the United States House of Representatives for approximately 36 years. He has served as Senior Policy Advisor to law firm Van Ness Feldman LLP since 2013, advising clients on a wide-range of public policy, strategic, and regulatory issues, particularly those in the environmental sector. Prior to joining the firm, Congressman Dicks represented Washington State's 6^th Congressional District from 1977-2013, during which time he received a first-term appointment to the House Appropriations Committee; a committee he served on for his entire tenure in Congress. In addition, Congressman Dicks served on and chaired the Interior Appropriations Subcommittee; where he made environmental issues a priority, and worked on issues affecting the National Parks, National Forests, and Native American issues. Congressman Dicks also was the chair of the Defense Appropriations Committee, and concluded his tenure in Congress as top-ranking Democratic Member on that Committee, and top-ranking Democrat on the House Appropriations Committee. From 1990 to 1998, Congressman Dicks served on the House Intelligence Committee and was awarded the CIA Directors Medal. Upon his retirement, Congressman Dicks received the Department of Defense Distinguished Public Service Medal, the highest honor bestowed upon a civilian, for his work on behalf of military members and their families. Congressman Dicks was appointed a director for his experience and expertise on a wide range of public policy, strategic and regulatory issues. Given the regulatory nature of our business, Congressman Dicks’ experience provides invaluable insight and advice to the Board and management through this critical time as we prepare to offer our debtless education solution to adults across America.

C. James Jensen has served as a director of Aspen since March 2012 and of Aspen University since May 2011. Since 1983, Mr. Jensen has been the managing partner of Mara Gateway Associates, L.P., a privately owned real estate investment company he co-founded. Today, Mr. Jensen provides executive coaching, consulting, and advisory services to emerging growth and mid-size companies. He is an active member of the World Presidents' Organization, serves on the board of directors of the Institute of Noetic Sciences, and is Vice Chairman of American Global Health Group. Mr. Jensen was selected as a director due to his previous service on public company boards and his experience with entrepreneurial companies. Mr. Jensen is also the author of 7 KEYS To Unlock Your Full Potential. (www.unlock7keys.com).

Andrew Kaplan has served as a director of AspenCompany since June 2014. Since January 1, 2015, Mr. Kaplan has been a Managing General Partner in Education Growth Partners, a private equity firm focused exclusively on the education and training industry. From July 2000 through March 2014, Mr. Kaplan was a partner in Quad Partners or Quad,(“Quad”) a private equity firm focused exclusively on the education industry. During his tenure with Quad, Mr. Kaplan also served as a Managing Director of Quad College Group, the operational team focused on Quad’s postsecondary portfolio. From March 2014 to December 2014, Mr. Kaplan was a consultant to the education industry. Mr. Kaplan was selected as a director for his extensive knowledge of the educationaleducation industry. From May 2014 until June 2015, Mr. Kaplan, through an entity he controls,

Douglas Kass has served as a consultantdirector since July 2020. Mr. Kass has been the President of Seabreeze Partners Management, Inc., which, up to Aspen.July 2013, was the General Partner of Seabreeze Partners, LP. From 2014 to 2020, Seabreeze managed individual accounts. Since early 2021, Mr. Kass has been the President of Seabreeze Partners Management LLC, a hedge fund sponsor and the General Partner of Seabreeze Capital Partners LP. Mr. Kass served on the board of directors of MVC Capital, Inc. (formerly NYSE: MVC), a non-diversified, closed-end management investment company, from June 2019 until December 2020 when the company was merged with Barings BDC, Inc. (NYSE: BBDC). From July 2011 through May 2017, Mr. Kass served on the board of directors of Empire Resources Inc. (formerly Nasdaq: ERS), a distributor of value added, semi-finished metal products. Mr. Kass was selected as a director due to his prior experience serving on boards of directors of several organizations as well as his background in finance.

Malcolm F. MacLean IVMichael Koehneman has served as a director since July 2020. Prior to his recent retirement, Mr. Koehneman previously held various positions at Pricewaterhouse Coopers, a global accounting firm (“PwC”), including the Global Advisory Chief Operating Officer and Human Capital Leader from 2016 through 2019, the U.S. Advisory Operations Leader from 2005 through 2016, and the Lead Engagement Partner for Financial Statement Audits and Internal Control and Security Reviews from 1993 through 2004. Since June 9, 2021, Mr. Koehneman has served as a director of Aspen since November 17, 2016.authID Inc., formerly known as Ipsidy Inc. (OTCQB: AUID), a provider of secure, mobile, biometric identity verification solutions. Mr. MacLean is the Managing Partner and Director of Tokyo-based Star Asia Group, which Mr. MacLean co-founded in 2006. Mr. MacLean is responsible for the day-to-day investment activities at the firm as co-Chair of the Investment Committee. Mr. MacLean is also the co-Founder and Managing Member of Taurus Capital Partners LLC, based in Los Angeles, which makes opportunistic investments in public and private companies, partnerships and other structured vehicles. Mr MacLeanKoehneman was selected as a director due to his background in accounting and technology.

Dr. Joan Prince, was appointed as a director of the Company effective July 14, 2021. Dr. Prince previously served as the Vice Chancellor of Global Inclusion and Engagement at the University of Wisconsin-Milwaukee from September 2000 to March 1, 2021. During this time, Dr. Prince was the chief administrator for his extensive investment banking experience, historythe Divisions of entrepreneurial successGlobal Inclusion and large business operational expertise.Engagement and Partnerships and Innovation the University of Wisconsin-Milwaukee, with responsibilities as the chief inclusion officer. In 2012, President Barack Obama nominated Dr. Prince to the key administrative post of alternate representative to the 67th General Assembly of the United Nations with the honorary rank of ambassador. This diplomatic position also maintained an appointment as a senior advisor to the State Department and Public Delegate. She also served in an advisory capacity to the 2013 United States Delegation to the Commission on the Status of Women. Dr. Prince was selected as a director due to her background and leadership in higher education, and her work to foster diversity and inclusion.

Sanford Rich has served as a director of Aspenthe Company since March 2012. Since January 2016 Mr. Rich has served as the Executive Director of the New York City Board of Education Retirement System. Mr. Rich is also serving as a member of the Investor Advisory Group of the PCAOB for a term from June 1, 2022 to December 31, 2023. From SeptemberNovember 2012 to January 2016, Mr. Rich has served as the Chief of Negotiations and Restructuring for the Pension Benefit Guaranty Corporation (a United States Government Agency). From October 2011 to September 2012, Mr. Rich served as Chief Executive Officer of In The Car LLC. Mr. Rich served as a director of interclickInterclick from August 28, 2007 until June 5, 2009 and as Audit Committee Chairman from August 2007 to June 2009. From February 2009April 2006 to December 2012 Mr. Rich was a Managing Director of Whitemarsh Capital Advisors, a broker-dealer. Since April 2006,2020, Mr. Rich has served as a director and Audit Committee Chairman for InsPro Technologies (OTCQB: ITCC). Mr. Rich was selected as a director for his 3540 years of experience in the financial sector and his experience serving on the audit committees of public companies.

EXECUTIVE OFFICERS

John Scheibelhoffer

See “Director Biographies” above for Mr. Mathews’ biographical information.

Matthew LaVay has served as a directorthe Chief Financial Officer of Aspenthe Company since March 2012 and of Aspen University for approximately 10 years. Since 1996, Dr. Scheibelhoffer has been a physician and surgeon employed by ENT Allergy Associates. Dr. Scheibelhoffer was selected to serve as a director for his experience in running a successful surgery center and his knowledge of Aspen University from serving as a director prior to its 2012 acquisition by the Company.

Rick SolomonAugust 16, 2021. He has served as a directorChief Financial Officer of Aspen since March 2014. From May 2009 until May 2014,Amerit Fleet Solutions, Inc. from August 2018 to August 2021. Prior to that, Mr. SolomonLaVay served as the Executive Vice President and Chief Financial Officer of Ellie Mae, Inc., a portfolio manager at Verition Fund, a multi-strategy, multi-manager investment platform.cloud-based platform provider for the mortgage finance industry, from April 2017 to June 15, 2018. From October 2014 to March 2017, Mr. Solomon was selected as a director for his experience in the investment industry. From July 2015 to July 2016 Mr. Solomon was a partner at Renrel Partners, LLC. From February 2015 until October 2016 Mr. Solomon was an associated person of Tripoint Global Equities, LLC, a registered broker-dealer.

Oksana Malysheva hasLaVay served as the Senior Vice President of Finance of Ellie Mae, Inc. Mr. LaVay is a director of Aspen since December 2017. Ms. Malysheva is the Manager of Linden Education Partners LLC, a Delaware limited liability company, which is an affiliate of Educaciόn Significatίva, LLC (“ES”), a Delaware limited liability company. ES previously did business as United States University prior to Aspen’s acquisition of United States University from it.  certified public accountant.

CURRENT DIRECTORS

The following table represents the Company’s current directors and their current position on the Board, if any:

Directors

Executive Officers

See above for Mr. Michael Mathews’ biography.

Janet GillGerard Wendolowski has been the Company’s Chief Financial Officer since December 11, 2014 and served as the interim Chief Financial Officer from March 11, 2014 until December 11, 2014. From September 2012 until March 11, 2014, Ms. Gill was the Company’s Controller. Ms. Gill is a Certified Public Accountant (inactive) in New York.

Cheri St. Arnauld has been Aspen’s Chief Academic Officer since March 6, 2014. From January 2012 until March 6, 2014, Dr. St. Arnauld was an educational consultant for the St. Arnauld Group.

Gerard Wendolowski has been Aspen’s Chief Operating Officer since March 11, 2014. From May 2011 until March 11, 2014, Mr. Wendolowski served as Aspen University’s Senior Vice President of Marketing and Business Development.

Family RelationshipsDr. Cheri St. Arnauld has been the Company’s Chief Academic Officer since June 11, 2017 and President of Aspen University since October 21, 2020. Dr. St. Arnauld previously served as Aspen University’s Chief Academic Officer since March 6, 2014. From January 2012 until March 6, 2014, Dr. St. Arnauld was an educational consultant for the St. Arnauld Group. From 2008 to 2012, Dr. St. Arnauld was the Provost and Chief Academic Officer of Grand Canyon University.

There are no family relationships among our directors and/or executive officers.Robert Alessi has served as Chief Accounting Officer of the Company since December 1, 2019. He served as Interim Chief Financial Officer of the Company from February 25, 2021 to August 16, 2021. Previously from July 15, 2019 until that date, Mr. Alessi was the Company’s Vice President and Controller. Mr. Alessi is a Certified Public Accountant (“CPA”) in the State of New York. Prior to joining the Company, Mr. Alessi served as the Vice President and Financial Controller for Prometheus Global Media, a New York City based media company, from August 2017 through June 2019. Mr. Alessi was previously the Controller for FunctionX, Inc., a social publishing and interactive media platform from January 2017 through August 2017. Between August 2015 and December 2016, Mr. Alessi worked as a Financial Consultant for Anchor Consultants. From May 2015 through July 2015 Mr. Alessi worked for Milestone Consultants. From May 2014 through April 2015, Mr. Alessi performed part time financial consulting and accounting services. From February 2007 through April 2014 Mr. Alessi was the Vice President and Financial Controller at KCAP Financial, Inc., a Business Development Company.

CORPORATE GOVERNANCE

Board Responsibilities

The Board oversees, counsels, and directs management in the long-term interest of Aspenthe Company and its shareholders.stockholders. The Board’s responsibilities include establishing broad corporate policies and reviewing the overall performance of Aspen.the Company. The Board is not, however, involved in the operating details on a day-to-day basis. SinceIn December 2017, our Board has hadestablished an Executive Committee which, subject to the limitations of Delaware law, has since performed the functions of the Board.

Board Committees and Charters

The Board and its committees meet throughout the year and act by written consent from time to time as appropriate. The Board delegates various responsibilities and authority to its Board committees. Committees regularly report on their activities and actions to the Board. The Board currently has and appoints the members of:of the following standing committees: the Executive Committee, the Audit Committee, the Compensation Committee, the Regulatory Oversight Committee (the “Regulatory Committee”) and the Nominating and Corporate Governance Committee.Committee (the “Corporate Governance Committee”). Each of the committees, except for the Executive Committee, has a written charter approved by the Board. The charters of the Audit Committee, the Compensation Committee and Nominating andthe Corporate Governance Committee have written charters approved by the Board which can be found on our corporate website at “https:http://ir.aspen.edu/governance-docs”.www.aspu.com/governance-docs.

The following table identifies the independent and non-independent current Board and committee members:

During the 2017 Fiscal Year, all of the directors attended over 75% of the Board and committee meetings for which the directors served. Aspen does not have a policy regarding director attendance at annual shareholder meetings.

Director Independence

With the exception of Michael Mathews, andOksanaMalysheva, our Executive Committee determined that all of the directors are independent, in accordance with standardsas such term is defined under theThe Nasdaq Listing Rules.Stock Market Rules (the “Nasdaq Rules”).

Our Executive Committee determined that asAs a result of being employed as an executive officer of the Company, Mr. Mathews is not independent under the Nasdaq Listing Rules. Based on

Messrs. Sanford Rich, Andrew Kaplan, and Michael Koehneman meet the advice of our counsel, our Executive Committee determined that as a result of being the managing partner of Linden Education Partners LLC, the company from which we purchased the assets of United States University,OksanaMalysheva is not independentindependence requirements under the Nasdaq Listing Rules.

Our ExecutiveRules and the heightened independence requirements for Audit Committee members under the rules of the SEC. Also, our Board has also determined that Rick Solomon, Sanford Rich,Mr. Douglas Kass and C. James JensenDr. Joan Prince are independent under the Nasdaq Listing Rules independence standards for Audit Committee members. Also, our Executive Committee has determined that C. James Jensen, Norman D. Dicks, and John Scheibelhoffer are independent under the Nasdaq Listing Rulesrelating to independence standards for Compensation Committee members. Also, our Executive Committee has determined that Michael D’Anton, Andrew Kaplan, and Malcolm MacLean IV are independent under the Nasdaq Listing Rules independence standards for Nominating and Corporate Governance Committees. Also, our Executive Committee has determined that C. James Jensen, Andrew Kaplan, and Sanford Rich are independent under the Nasdaq Listing Rules independence standards for Executive Committees.

Committees of the Board of Directors

Executive Committee

The function of the Executive Committee is to provide a committee for the Company which can approve of corporate actions efficiently or in a timely fashion when the full Board is unavailable or unreachable.unavailable. The Executive Committee was established after our 2017 fiscal year in December 2017 and did not hold any meetings in the 2017 Fiscal Year.2017.

Audit Committee

Management has the primary responsibility for the consolidated financial statements and the reporting process, including the system of internal controls. The Audit Committee reviews Aspen’sthe Company’s financial reporting process on behalf of the Board and administers our engagement of the independent registered public accounting firm. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee had four meetings in the 2017 Fiscal Year.

Audit Committee Financial Expert

Our Board has determined that Mr. SanfordMessrs. Rich isand Koehneman are each qualified as an Audit Committee Financial Expert, as that term is defined byunder the rules of the SEC and in compliance with the Sarbanes-Oxley Act of 2002.

Compensation Committee

The function of the Compensation Committee is to determine the compensation of our executive officers. The Compensation Committee has the power to set performance targets for determining periodic bonuses payable to executive officers and may review and make recommendations with respect to shareholderstockholder proposals related to compensation matters. Additionally, the Compensation Committee is responsible for administering the 2012 Equity Incentive Plan, as amended (the “Plan”“2012 Plan”) and the 2018 Equity Incentive Plan, as amended (the “2018 Plan” and together, the “Plans”). The Compensation Committee had one meeting2012 Plan expired March 15, 2022 and remains in the 2017 Fiscal Year.effect for outstanding grants only, and is no longer available for new grants.

Nominating and Corporate Governance Committee

The responsibilities of theNominating and Corporate Governance Committee include the identification of individuals qualified to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board, establishestablishing procedures for the nomination process including procedures, oversight of possible conflicts of interests involving the Board and its members, developdeveloping corporate governance principles, and the oversight of the evaluations of the Board and management. TheNominating and Corporate Governance Committee has not established a policy with regard to the consideration of any candidates recommended by shareholders.stockholders. If we receive any shareholderstockholder recommended nominations, theNominating and Corporate Governance Committeewill carefully review the recommendation(s) and consider such recommendation(s) in good faith. TheNominating

Regulatory Committee

Since our business is highly regulated, our Board established the Regulatory Committee in October 2019 to assist the Board in meeting its fiduciary duties. Its principal role is to monitor management’s regulatory compliance and Corporate Governance Committee had no meetings incommunicate with our counsel including our regulatory counsel and bring matters that may be pertinent to the 2017 Fiscal Year.

Number of meetingsattention of the board for fiscal year 2017Board.

Board and Committee Meetings in Fiscal 2022

In the 2017 fiscal year ended April 30, 2022 (“Fiscal Year2022”), the Board had fiveeleven meetings, the Compensation Committee had one meeting, the Audit Committee had four meetings, and acted by unanimous consent on thirteen occasions. the Regulatory Committee, the Executive Committee, and the Corporate Governance Committee did not have any meetings.

There were no directors (who were incumbent at the time) except for Dr. Joan Prince, who attended fewer than 75 percent of the aggregate total number of Board meetings or committeeand meetings of the Board forcommittees of which the 2017director was a member during Fiscal Year.2022.

Board Diversity

While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. More recently, the Company has included race, gender and other characteristics as key diversity factors. Our Board believes that diversity brings a variety of ideas, judgments and considerations that benefit Aspenthe Company and its shareholders.stockholders. Although there are many other factors, the Board seeks individuals with experience on public company boards or the investment community, experience on operating growing businesses, and experience with online universities.

Nasdaq’s Board Diversity Rule requires companies listed on Nasdaq to (i) publicly disclose board-level diversity statistics using a standardized template; and (ii) have, or explain why they do not have, at least two diverse directors. The Rule also provides additional flexibility for smaller reporting companies, which can meet the diversity objective by including two female directors, and for all companies with five or fewer directors, which can meet the diversity objective by including one diverse director.

Because we presently have six directors and are a smaller reporting company, the Nasdaq Board Diversity Rule requires that we either have two diverse directors (both of which may be female) or explain why we do not. The Company only has one diverse director, Dr. Joan Prince who self identifies as Black and female, because the Company’s Board is comprised of individuals with relationships with the Chief Executive Officer and with skills and experience in the education and/or accounting fields which the Board deems relevant to service as a director of our Company. Recognizing the importance of diversity, the Company appointed Dr. Prince as a director, and intends to expand the number of directors who constitute the Board to include at least two diverse directors, provided we can locate the right candidate(s). However, due to our small size and the recent decline in our stock price and regulatory challenges we face, the Company has struggled to attract viable candidates who meet the diversity and other criteria necessary to serve on our Board and contribute to the Company’s mission of providing high class online education while enhancing value for our stockholders. Our Board Diversity Matrix setting forth the diversity-related statistics of our directors has been uploaded on our corporate website, and can be accessed by visiting https://www.aspu.com/governance-docs.

Board Leadership Structure

We have chosen to combine the Chief Executive Officer and Board Chairman positions. We believe that this Board leadership structure is the most appropriate for Aspen.the Company. Because we are a small company, it is more efficient to have the leadership of the Board in the same hands as the Chief Executive Officer. The challenges faced by us at this stage – implementing our business and marketing planplans and continuing and managing our growth – are most efficiently dealt with by one person who is familiar with both the operational aspects as well as the strategic aspects of our business.

Board Role in Risk Oversight

Our risk management function is overseen by our Board. Our management keeps its Board apprised of material risks and provides its directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect us, and how management addresses those risks. Mr. Michael Mathews, as our Chief Executive Officer and Chairman of the Board, works closely together with the Board once material risks are identified on how to best address such risks. If the identified risk poses an actual or potential conflict with management, our independent directors may conduct the assessment. Presently, the primary risks affecting us are our ability to growcontinue growing our business, including our programs which have higher long-term values, manage our working capital together with the expansion of our hybrid campus program, increase our enrollment and class starts, reduce the dependence on the continued growth of our nursing school and manage our expected growth consistent with regulatory oversight. In addition, while not under the direct control of our Board, there is the regulatory risk that our planned acquisition of United States University may not be approved. Assuming we complete the acquisition, integration of United States University and our ability to grow its business will be material risks our Board will be required to focus on.

Code of Ethics

Our Board has adopted a Code of Ethics that applies to all of our employees, including our Chief Executive Officer and Chief Financial Officer. Although not required, the Code of Ethics also applies to our directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading, corporate opportunities and whistleblowing or the prompt reporting of illegal or unethical behavior. We will provide a copy, without charge, to anyone that requests onea copy of our code of ethics in writing toby contacting Aspen Group, Inc., 1660 South Albion Road,276 Fifth Avenue, Suite 525, Denver, CO 80222,505, New York, New York 10001, Attention: Corporate Secretary. Our Code of Ethics can be found on our corporate website at “https://ir.aspen.edu/governance-docs”.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file initial reports of ownership and changes in ownership of our common stock and other equity securities with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms furnished to us, and written representations from reporting persons, we believe that all filing requirements applicable to our officers, directors and 10% beneficial owners were complied with during the 2017 Fiscal Year2022 except that one Form 4 for Form 4sDouglas Kass reporting a purchase of shares of common stock was not timely filed due in September 2016 related to the extension of a total of 13 stock option grants to the Company’s executive officers and directors detailed below. The late filings were inadvertent and were a result of omission by the Company’s counsel to file as instructed. The following details the name of the Section 16 filer and the number of late transactions: (i) Michael Mathews – 5, (ii) Janet Gill – 1, (iii) Gerard Wendolowski – 2 (iv) Michael D’Anton – 2, (v) Sanford Rich – 1, (vi) John Scheibelhoffer – 1, and (vii) James Jensen – 1.an administrative error.

Communication with our Board of Directors

Although we do not have a formal policy regarding communications with the Board, shareholdersstockholders may communicate with the Board by writing to us at Aspen Group, Inc., 1660 South Albion Road,276 Fifth Avenue, Suite 525, Denver, CO 80222,505, New York, New York 10001, Attention: Corporate Secretary. ShareholdersStockholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

Family Relationships

There are no family relationships among our directors and/or executive officers.

Communication with our Board

Although we do not have a formal policy regarding communications with the Board, stockholders may communicate with the Board by writing to us at Aspen Group, Inc., 276 Fifth Avenue, Suite 505, New York, New York 10001, Attention: Corporate Secretary. Stockholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

Related personTRANSACTIONS WITH RELATED PERSONS

Set forth below is a brief description of the transactions since endMay 1, 2020 in excess of last fiscal year

On January 4, 2018,$120,000 in which the Company grantedwas a totalparticipant and in which any director or executive officer of 180,000 stock options to the non-employee directors onCompany, any known 5% or greater stockholder of the Company or any immediate family member of any of the foregoing persons, had a direct or indirect material interest as defined in Item 404(a) of Regulation S-K. As permitted by the SEC rules, discussion of employment relationships or transactions involving the Company’s Board. The January 4, 2018, options vest in equal increments on December 31, 2018, 2019executive officers and 2020, subject to continueddirectors, and compensation solely resulting from such employment relationships or transactions, or service as a director of the Company, as the case may be, has been omitted to the extent disclosed in the sections of this Proxy Statement titled “Executive Compensation” or committee member on each applicable vesting date.“Director Compensation”, as applicable.

Loan Agreements

On May 13, 2017,March 6, 2019, the Company entered into a loan agreement with a lender. Under the Loan Agreement we borrowed $5 million (the “Loan”), evidenced by a 12% term Promissory Note and Security Agreement due September 6, 2020. The loan was secured by a first priority lien in the Collateral. Concurrently with entering into the Loan Agreement, the Company entered into, and borrowed another $5 million under, a loan agreement with another stockholder of the Company, which is not a related party, on the same terms as are contained in the Loan Agreement. The Company issued 100,000 Warrants to the lender and the other lender exercisable at $6 per share.

On January 22, 2020, the Company refinanced the Loan and the other $5 million loan by issuing each lender a $5 million 7% Convertible Note. The Convertible Notes were convertible at $7.15 per share and due on January 22, 2023. The Convertible Notes automatically converted into common stock if the average closing price of our common stock is at least $10.725 over a 20 consecutive trading day period. On September 14, 2020, the Company issued 1,398,602 shares of its common stock to the two holders of the Convertible Notes upon mandatory conversion of the Convertible Notes pursuant to their terms.

On June 5, 2020, the Leon and Toby Cooperman Family Foundation (the “Lender”), of which Mr. Leon Cooperman, a principal stockholder of the Company, is the trustee, exercised all of its Warrants which the Company had issued to the Lender in connection with prior loan agreements, and received 192,049 shares of common stock in exchange for a 5% discount in the exercise prices. In addition, the Lender agreed to not sell its common stock for at least six months.

On August 31, 2021, the Company entered into a letter agreement (the “Amendment Agreement”) with the Lender to amend the terms of the Credit Facility Agreement, as amended and restated, and the form of the Amended and Restated Revolving Promissory Note, dated March 6, 2019 (the “Note”). Pursuant to the Amendment Agreement, the Credit Facility Agreement which the Company originally entered into with the Lender in November 2018 and the form of the Note were amended to extend the expiration of the commitment period during which the Company can borrow under the Credit Facility Agreement and the final maturity date to November 4, 2022, or the day immediately preceding the fourth anniversary of the original Note. The Credit Facility Agreement provides for a $5 million revolving credit facility with the Lender. Borrowings under the Credit Facility Agreement are evidenced by the Note and bear interest at 12% per annum. The Company granted its executive officersthe Lender a totalfirst priority lien in certain deposit accounts of 500,000 five-yearthe Company, all current and future accounts receivable of Aspen University Inc. and United States University, Inc., subsidiaries of the Company (the “Subsidiaries”), certain of the deposit accounts of the Subsidiaries and all of the outstanding capital stock optionsof the Subsidiaries (the “Collateral”) on a pari passu basis with the other lender.

On September 1, 2021, the Company borrowed $5 million under the Credit Facility Agreement, as amended by the Amendment Agreement. The loan evidenced by the Note, as amended by the Amendment Agreement, bore interest at the rate of 12% per annum payable monthly and matured on November 4, 2022. Subsequently, on March 14, 2022, the Company entered into an amendment with the lender pursuant to the Credit Facility Agreement for interest at the rate of 14% per annum payable monthly and to extend the maturity date by one year to November 4, 2023.

The Company’s obligations under the Note are secured by a first priority lien in certain deposit accounts of the Company, all current and future accounts receivable of the Subsidiaries, certain of the deposit accounts of the Subsidiaries and all of the outstanding capital stock of the Subsidiaries.

Pursuant to the Amendment Agreement, on August 31, 2021, the Company issued the Lender 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 $5.85 per share.

2022 Loans

On March 14, 2022, the Company issued a $5 million convertible note (the “2022 Convertible Note”) to the Lender in exchange for a $5 million note. The Company also issued an identical Convertible Note to Calm Waters Partnership (together with the Lender, collectively, the “Lenders”). The key terms of the Convertible Note are as follows:

At closing of the 2022 Convertible Note, the Company agreed to pay the Lenders’ legal fees arising from this transaction of $135,362.

On March 14, 2022, the Company entered into Revolving Promissory Note and Security Agreements (the “2022 Revolver Agreements”) with the same two Lenders of the 2022 Convertible Notes for a one-year, $20 million secured revolving line of credit that requires monthly interest payments on sums borrowed at the rate of 12% per annum (the “2022 Revolving Credit Facility”). The Company paid a 1% commitment fee of $200,000 at closing, and paid a second 1% commitment fee in the second quarter of the fiscal year ending April 30, 2023.

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

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

On June 11, 2017,March 14, 2022, in connection with the issuance of the 2022 Notes, the Company also entered into an intercreditor agreement (the “Intercreditor Agreement”) among the Company, the two lenders who were issued the 2022 Notes, 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 Cheri St. Arnauldpursuant to, the Note and the 2018 Credit Facility shall rank pari passu to one another.

In connection with the issuance of the 2022 Notes, the Company also entered into an Investors/Registration Rights Agreement with the lenders (including the Lender) (the “Registration Rights Agreement”) whereby, upon request of a totallender on or after August 15, 2022 the Company must file and obtain and maintain the effectiveness of 30,000 five-year stock options to purchasea registration statement registering the shares of the Company’s common stock underissued or issuable upon conversion of the Company’s Plan.2022 Convertible Notes.

Security Ownership of Certain Beneficial Owners and Management

Voting securities and principal holders thereof

The following table sets forth the number of shares of Aspen’sthe Company’s common stock beneficially owned as of February 7, 2018,the Record Date by (i) those persons known by Aspenthe Company to be owners of more than 5% of its common stock, (ii) each director, and director nominee, (iii) the Named Executive Officers (as disclosed in the Summarydefined under “Executive Compensation-Summary Compensation Table)Table”), and (iv) Aspen’sthe Company’s executive officers and directors as a group. Unless otherwise specified in the notes to this table, the address for each person is: c/o Aspen Group, Inc. 1660 South Albion Road,, 276 Fifth Avenue, Suite 525, Denver, CO 80222.505, New York, New York 10001, Attention: Corporate Secretary.  

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* Less than 1%.

PROPOSAL 2. RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee administers our engagement of the independent registered public accounting firm. The Audit Committee conducts an annual evaluation of the independent registered public accounting firm’s qualifications, performance and independence in order to decide whether to retain the current independent registered public accounting firm or engage a different one. In connection with this evaluation, the Audit Committee considers the advisability and potential impact of selecting a different independent registered public accounting firm. In evaluating and selecting our independent registered public accounting firm, the Audit Committee considers, among other things, historical and recent performance of the current independent registered public accounting firm, expertise in and knowledge of our industry, an analysis of known significant legal or regulatory proceedings related to the firm, external data on audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) reports, appropriateness of audit and non-audit fees, firm capabilities and audit approach, and its independence and tenure.

In accordance with SEC rules, lead and quality review audit partners are subject to rotation requirements limiting to five years the maximum number of consecutive years each such partner may serve in that capacity. The process for selection of our lead audit partner pursuant to this rotation policy involves a meeting between the Chairman of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and management.

The Audit Committee has selected Salberg & Company, P.A. (“Salberg”), to serve as our independent registered public accounting firm for the fiscal year ending April 30, 2023, and the Board has recommended that such selection be submitted for ratification by the stockholders at the Annual Meeting. Salberg has been the Company’s independent registered public accounting firm since 2012. The Audit Committee and the Board believe that the continued retention of Salberg as our independent registered public accounting firm is in the best interest of the Company and our stockholders. Selection of the Company’s independent registered public accounting firm is not required to be submitted to a vote of the stockholders of the Company for ratification. However, we are submitting this matter to the stockholders as a matter of good corporate governance. Even if the selection is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders. If the selection is not ratified, the Audit Committee will consider its options.

A representative of Salberg is not expected to be present at the Annual Meeting.

The Board recommends a vote “FOR” this Proposal 2.

AUDIT COMMITTEE REPORT

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board and administers our engagement of the independent registered public accounting firm. The Audit Committee operates in accordance with a written charter, which was adopted by the Board, a copy of which is available on our corporate website at www.aspu.com/governance-docs. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.

The Audit Committee has met and held discussions with management and Salberg & Company, P.A. (“Salberg”). Management represented to the Audit Committee that our financial statements were prepared in accordance with generally accepted accounting principles and the Audit Committee has reviewed and discussed the financial statements with management and Salberg. The Audit Committee reviewed with Salberg its judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee under auditing standards generally accepted in the United States.

The Audit Committee has:

Summary Compensation TableThis report is submitted by the Audit Committee.

Sanford Rich, Chairman

Andrew Kaplan

Michael Koehneman

It is not the duty of the Audit Committee to determine that the Company’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles or to plan or conduct audits. Those are the responsibilities of management and the Company’s independent registered public accounting firm. In giving its recommendation to the Board, the Audit Committee has relied on: (1) management’s representations that such financial statements have been prepared with integrity and objectivity and in conformity with GAAP; and (2) the report of the Company’s independent registered public accounting firm with respect to such financial statements.

Audit Committee’s Pre-Approval Policy

The Audit Committee pre-approves all audit and permissible non-audit services on a case-by-case basis. In its review of non-audit services, the Audit Committee considers whether the engagement could compromise the independence of our independent registered public accounting firm, and whether the reasons of efficiency or convenience is in our best interest to engage our independent registered public accounting firm to perform the services. All of the services provided and fees charged by Salberg were approved by our Audit Committee.

Principal Accountant Fees and Services

All of the services provided and fees charged by Salberg & Company, P.A. (“Salberg”) our principal accountant, were approved by our Audit Committee. The following table shows the fees paid to Salberg for the 2017fiscal years ended April 30, 2022 and 2021.

 

		Year Ended April 30,
		2022				2021
Audit Fees (1)		$	196,600			$	178,600
Audit Related Fees (2)			—				15,200
Tax Fees			—				—
All Other Fees			—				—
Total		$	196,600			$	193,800

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EXECUTIVE COMPENSATION

Set forth below is the information regarding the compensation paid, distributed or accrued by us for Fiscal Year2022 and the fiscal year ended April 30, 2021 (“Fiscal 2021”) to our Chief Executive Officer (principal executive officer) serving during the last fiscal year and the three other most highly compensated executive officers serving at the end of the last fiscal year whose compensation exceeded $100,000 (the “Named Executive Officers”).

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(1)

Bonuses. Represents cash bonuses.bonuses earned.

(2)

Option Awards. These amounts do not reflect the actual economic value realized by the Named Executive Officers. The amounts in this column represent the grant date fair value of the award as of the grant daterestricted stock units (“RSUs”) granted during each covered fiscal year as computed in accordance with FASBthe Financial Accounting Standards Board (“FASB”) ASC Topic 718 and the SEC disclosure rules. Pursuant to SEC rules, the amounts shown disregard the impact of estimated forfeitures related to service-based vesting conditions. See “Note 11. Stockholders' Equity” to the audited consolidated financial statements for Fiscal 2022 included in the Company’s Annual Report on Form 10-K for the assumptions used in calculating the grant date fair value.

(3)

Mathews.  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 Plan. The amount under Option Awards represents 346,299grant has a grant date fair value of $873,750 based on a closing stock optionsprice 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 expiration dates were extended and exercise prices re-priced in September 2016.

(4)

St. Arnauldreflects the Company's reported net income on a GAAP basis. At April 30, 2022, the Company was amortizing the expense over three years through July 2024 (the filing date of the Form 10-K for Fiscal Year 2024). The Company assessed the performance condition at July 31, 2022 and determined that it will not be met during the three-year period ending July 2024; therefore, these RSUs have been forfeited.

(4) The Company currently provides and intends to continue to provide perquisites that it feels are necessary to enable the Named Executive Officers to perform their responsibilities efficiently, to minimize distractions and help build a successful culture and business. We believe the benefit, financial or otherwise, the Company receives from providing these perquisites significantly outweighs the cost of providing them. For Fiscal 2022, this amount under Option Awards represents 58,334 five-yearincludes $7,000 per month paid to Mr. Mathews to cover expenses he incurs while traveling to the New York offices following the sale of his New York City area residence. Mr. Mathews, an Arizona resident, split his time during Fiscal 2021 between the Phoenix and New York offices given the majority of the Company’s employees are based in Phoenix. Additionally, this amount includes a total of $24,415 in country club dues in the Phoenix area which the Company paid in accordance with the approval of the Compensation Committee. On a monthly basis, employees of the Phoenix office used the country club as part of a shared team-building experience. Mr. Mathews reimbursed the Company for personal expenses he incurs at the country club. For Fiscal 2021, this amount includes $7,000 per month paid to Mr. Mathews to cover expenses he incurred in maintaining a home in the New York City area. Additionally, this amount includes a total of $22,345 in country club dues in the Phoenix area which the Company paid in accordance with the approval of the Compensation Committee. Effective May 1, 2021, the Compensation Committee of the Board approved an extension of the previously approved $7,000 per month housing allowance for Mr. Mathews to cover the estimated expenses he incurs in maintaining a residence in the New York City area. These sums are disclosed in this Summary Compensation Table pursuant to the SEC Staff’s interpretations, even though the payment of these expenses resulted in a benefit to the Company and saved the Company money.

(5) Represents the cash portion of the discretionary bonus for Fiscal 2021 paid in equal quarterly installments during Fiscal 2022.

(6) Represents the grant date fair value of the RSU portion of the discretionary bonus for Fiscal 2020. The RSUs were granted on July 8, 2020 and vest on July 8, 2023.

(7) 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 his employment agreement. The grant has a grant date fair value of $725,000 based on a closing stock options granted to Dr. St. Arnauld. These options are exercisable at $1.99price of $5.80 per share and vest in equal annual increments over a three equal incrementsyear period ending on June 23, 2017, June 23, 2018,August 16, 2024.

(8) The Company currently provides and June 23, 2019, subjectintends to continued employment on each applicable vesting date.

(5)

Wendolowski. Thecontinue to provide perquisites that it feels are necessary to enable the Named Executive Officers to perform their responsibilities efficiently, to minimize distractions and help build a successful culture and business. We believe the benefit, financial or otherwise, the Company receives from providing these perquisites significantly outweighs the cost of providing them. This amount under Option Awards represents 166,667 five-year stock options grantedincludes $5,000 per month paid to Mr. Wendolowski. These options are exercisable at $1.99LaVay to cover expenses he incurs while traveling to the Arizona offices until he permanently relocates to the Phoenix metro area.

(9) On August 12, 2021, the Compensation Committee approved individual grants of 80,000 RSUs to the Company’s Chief Operating Officer and Chief Academic Officer. Each grant has a grant date fair value of $518,400 based on a closing stock price of $6.48 per share and vest in three equal annual increments beginning on June 23, 2017, June 23, 2018, and June 23, 2019, subjectAugust 12, 2022 through August 12, 2024.

(10) As of the date of this Proxy Statement, the Board of Directors has not met to continued employment on each applicable vesting date. Option Awards also includes 12,501 stock options of which expiration dates were extended and exercise prices re-priced in September 2016.determine the Fiscal 2022 discretionary bonus.

Named Executive Officer Employment Agreements

The Company has entered into Employment Agreements with Michael Mathews, Matthew LaVay, Cheri St. Arnauld and Gerard Wendolowski. Set forth below is the description of the material terms of the Employment Agreements.

Michael Mathews. From May 16, 2013 until September 2015, Michael Mathews had an Employment Agreement whereby Mr. Mathews was paid an annual base salary of $100,000 until it was increased to $250,000 in September 2015.

Effective November 1, 2016, Aspen entered into a three-yearThe Employment Agreement with Mr. Mathews replacingeffective July 21, 2021 provides that he will serve as the Chief Executive Officer of the Company for a period of three years, subject to an automatic renewal for successive one-year terms unless prior notice of non-renewal is given by either party. Pursuant to his prior Employment Agreement which expired May 16, 2016. In accordance with this new Employment Agreement, Mr. Mathews receives an annual base salary of $350,000.

Matthew LaVay. The Employment Agreement with Mr. LaVay effective August 16, 2021 provides that he will serve as the Chief Financial Officer of the Company for a period of four years, subject to an automatic renewal for successive one-year terms unless prior notice of non-renewal is given by either party. Pursuant to his Employment Agreement, Mr. LaVay receives an annual base salary of $325,000.

Cheri St. Arnauld. From March 1, 2014 until March 1,Pursuant to her Employment Agreement effective June 11, 2017, Dr. St. Arnauld hadwill serve as the Chief Academic Officer of the Company for a period of three years, subject to an automatic renewal for successive one-year terms unless prior notice of non-renewal is given by either party. Pursuant to her Employment Agreement, whereby Dr. St. Arnauld was paid a base salary of $120,000 on an annualized basis for the first six months of the Employment Agreement and after this six month period she began receivingreceives an annual base salary of $240,000 which was thereafter increased to $264,000 on January 1, 2017 and thereafter to $300,000 on June 11, 2017.$300,000.

Gerard Wendolowski. Effective Mr. Wendolowski’s Employment Agreement effective November 11, 2014, Aspen and Mr. Wendolowski entered intoprovides that he will serve as the Chief Operating Officer of the Company for a three-year Employment Agreement. Under theperiod of three years, subject to an automatic renewal for successive one-year terms unless prior notice of non-renewal is given by either party. Pursuant to his Employment Agreement, Mr. Wendolowski receivedreceives an annual base salary of $200,000. Effective$300,000.

Severance Agreements

On July 15, 2022, Dr. Anne McNamara, Chief Nursing Officer retired from her position as an officer and terminated her employment with the Company. In connection with Dr. McNamara's retirement, the Company entered into a Severance Agreement with Dr. McNamara (the “Agreement”). Dr. McNamara's Employment Agreement, dated November 1, 2016, Aspen increased Mr. Wendolowski’s annual base salary from $200,0002019, terminated upon execution of the Agreement. Under the Agreement, over a six month period, the Company agreed to $240,000pay Dr. McNamara's a severance of $125,000 and health insurance and related costs of $10,000. In addition, the Company agreed to the accelerated vesting of 50,000 RSUs at a grant price of $6.29. The remaining price based RSUs terminated and the RSU portion of the discretionary bonus for Fiscal 2020 which was thereafter increasedgranted on July 8, 2020 also terminated.

As previously disclosed, on February 25, 2021, Frank J. Cotroneo, Chief Financial Officer and director of the Company, resigned from his positions as an officer and director of the Company and terminated his employment with the Company. In connection with Mr. Cotroneo’s resignation, the Company entered into a Confidential Severance Agreement with Mr. Cotroneo (the “Former CFO Agreement”). Mr. Cotroneo’s Employment Agreement, dated December 1, 2020, terminated upon execution of the Former CFO Agreement. Under the Former CFO Agreement, Mr. Cotroneo received severance of $150,000, $18,563 as a final bonus for Fiscal 2020, $33,750 as a final bonus for Fiscal 2021, and $96,250 as reimbursement for relocation costs which the Company had previously agreed to $264,000 on January 1, 2017in order to induce Mr. Cotroneo to move. For six months, the Company agreed to pay Mr. Cotroneo’s health insurance and thereafterrelated costs of $5,307. In addition, the Company agreed to $300,000 on June 11, 2017.the automatic vesting of 13,892 unvested nonqualified stock options exercisable at $5.12 and the accelerated vesting of 80,251 RSUs in the amount of $606,698. The remaining price based RSUs terminated.

Bonuses

Target Bonus

For each fiscal year during the term of the Named Executive Officers’ Employment Agreements beginning May 1st1 and ending April 30th30 of the applicable fiscal year, theeach Named Executive Officers shall haveOfficer, has the opportunity to earn a bonus up to 30%, 66% or 100% of his or her then base salary (the “Target Bonus”) as follows:follows.

When the Company achieves annual Adjusted EBITDA (as defined in their Employment Agreements) at certain threshold levels (each, an “EBITDA Threshold”), the Named Executive Officers shall receive an automatic cash bonus (the “Automatic Cash Bonus”) equal to a percentage of his or her then base salary, and shall receive a grant of fully vested shares of the Company’s common stock having an aggregate Fair Market Value (as such term is defined in the Plan) equal to a percentage of the Named Executive Officer’s then base salary (the “Automatic Equity Bonus”). In addition,See “Severance Agreement” above for the Named Executive Officers shall be eligible to receive an additional percentage of his then Base Salary as a cash bonus (the “Discretionary Cash Bonus”) and an additional grant of fully vested sharesdiscussion of the Company’s common stock having an aggregate Fair Market Value equalpayments made to a percentage of the Named Executive Officers’ then base salary (the “Discretionary Equity Bonus”) based on the Board’s determination that the Named Executive Officer has achieved certain annual performance objectives established at the beginning of each fiscal year. There were no performance objectives set for 2016 or 2017.Dr. Anne McNamara who retired in July 2022.

The EBITDA Thresholds and corresponding bonus levels are set forth in the table below. For the avoidance of doubt, the Named Executive Officer shall only be eligible to receive the bonuses associated with a single EBITDA Threshold; i.e. in the event the Company attains EBITDA Threshold (2), only the bonuses associated with EBITDA Threshold (2) below (and not the bonuses associated with EBITDA Threshold (1)) shall be applicable.

Provided, however, that theThe earning of the Automatic Cash Bonus is subject to the Company having at least $2,000,000 in available cash after deducting the Target Bonuses paid to all executive officers of the Company or its subsidiaries under the same Target Bonus formula pursuant to such executives’ employment agreements (the “Cash Threshold”) and the executive officer continuing to provide services under their Employment Agreement on the applicable Target Bonus determination date. If the Company is unable to pay the Automatic Cash Bonus as a result of not meeting the Cash Threshold, no Automatic Cash Bonus will be earned for that fiscal year.

Under Mr. Mathews’ Employment Agreement, the Automatic CashDiscretionary Bonus is structured to exclude borrowings under the Company’s credit facility which are designed to meet the minimum cash requirement.

EachIn addition, each of the Named Executive Officers is entitledeligible to receive a discretionary bonuses under their Employment Agreements atbonus (the “Discretionary Bonus”) consisting of a cash and equity component matching the discretionapplicable Target Bonus based on the Board’s determination that the Named Executive Officer has achieved certain annual performance objectives established by the Board. See “Severance Agreement” above for the discussion of the Compensation Committee. In fiscal 2017, the Named Executives Officers were each paid discretionary cash bonuses as disclosedpayments made to Dr. Anne McNamara who retired in the Summary Compensation Table above.July 2022.

Termination Provisions

Under their Employment Agreements, the Named Executive Officers are entitled to severance payments. All of the termination provisions are intended to comply with Section 409A of the Internal Revenue Code of 1986, (the “Code”),or the Code, and the Regulations thereunder.

In the event of dismissaltermination by the Company without cause“cause” or resignation for Good Reason:

Mr. Mathews will“good reason,” each of the Named Executive Officers is entitled to receive 12 months base salary, immediate vesting of unvested equity awards and continued benefits;benefits for six months.

Dr. St. Arnauld will receive six months base salary; and

Mr. Wendolowski will receive six months base salary.

ImmediatelyIn case of termination or change in title upon a change of control event:

Mr. Mathews willevent, each of the Named Executive Officers is entitled to receive 18 months base salary, immediate vesting of unvested equity awards, continued benefits for 18 months and 100% of the existing Target Bonus, if any, for that fiscal year when the change of control occurs.

Dr. St. Arnauld and Mr. Wendolowski will each receive three months base salary.

In the event Mr. Mathews’ Employment Agreement is terminated at the end of a term and he remains employed until the end of the Term, Mr. Mathews will be entitled to receive six months base salary.

“Change of controlcontrol” is defined in theirthe Employment Agreements similar to the manner that change of controlsame way it is defined under Section 409A of the Code. Generally, Good Reason“good reason” is defined as a material diminution in the executives’Named Executive Officer’s authority, duties or responsibilities due to no fault of his or her own (unless he or she has agreed to such diminution); or (ii) any other action or inaction that constitutes a material breach by Aspenthe Company under the Employment Agreement; or (iii) generally a relocation of the principal place of employment to a location outside ofthe location specified in the Employment Agreements, including metropolitan New York, New York or Scottsdale for Dr. St. Arnauld.

Equity Compensation Plan InformationPhoenix, Arizona area.

See proposal 2 for a descriptionIn the event employment is terminated at the end of the 2012 Equity Incentive Plan.term upon the notice of non-renewal and a Named Executive Officer remains employed until the end of the term, such Named Executive Officer will be entitled to receive six months base salary and continued benefits for six months.

Under the terms of the Employment Agreements, the Named Executive Officers are subject to non-competition and non-solicitation covenants during the term of their employment and during one year following termination of employment with the Company. The Employment Agreements also contain customary confidentiality and non-disparagement covenants.

Outstanding Equity Awards at Fiscal Year-End 2017April 30, 2022

Listed below is information with respect to unexercised options that have not vested, and equity incentive plan awards for each Named Executive Officer outstanding as of April 30, 2017:

Outstanding Equity Awards for the 2017 Fiscal Year

———————

(1)

Exercised prior to expiration.

(2)

Vests in three equal increments on March 15, 2018, March 15, 20192022. The vesting of all unvested options and March 15, 2020,RSUs are subject to continued employment on each applicable vesting date.

(3)

Vests in three equal increments on March 22, 2018, March 22, 2019 and March 22, 2020, subject to continued employment on each applicable vesting date.

DIRECTOR COMPENSATION

(4)

Vests in three equal increments on December 31, 2018, December 31, 2019 and December 31, 2020, subject to continued employment on each applicable vesting date.

(5)

Vests in three equal increments on October 23, 2018, October 23, 2019 and October 23, 2020, subject to continued employment on each applicable vesting date.

(6)

Two-thirds vested; the balance will vest on December 11, 2018, subject to continued employment on each applicable vesting date.

(7)

One third vested; the balance will vest on June 8, 2018, subject to continued employment on each applicable vesting date.

(8)

Vests in three equal increments on March 15, 2018, March 15, 2019 and March 15, 2020, subject to continued employment on each applicable vesting date.

(9)

Vests in three equal increments on March 15, 2018, March 15, 2019 and March 15, 2020, subject to continued employment on each applicable vesting date.

(10)

One third vested; the balance will vest on June 8, 2018, subject to continued employment on each applicable vesting date.

(11)

One third vested; the balance will vest in equal increments on June 23, 2018 and June 23, 2019, subject to continued employment on each applicable vesting date.

Director Compensation

We do not pay cash compensation to our directors for service on our Board and ourOur employees do not receive compensation for serving as members of our Board. Our non-employee directors receive compensation for their service as directors and members of committees of the Board, consisting of cash and equity awards. Our non-employee directors can elect to receive equity instead of all or a portion of their cash compensation for service as directors. Compensation for service on committees of the Board is paid in shares of restricted common stock. In January 2022, each non-employee director received compensation for Board service in the amount of $35,000 for calendar year 2021 and additional compensation for service on committees of the Board. All non-employee directors elected to receive awards of restricted common stock instead of the annual cash retainer, except for Norman D. Dicks (who resigned as a director on April 1, 2022), C. James Jensen (who resigned as a director on July 14, 2021) and Dr. Joan Prince. Directors are reimbursed for reasonable expenses incurred in attending meetings and carrying out duties as boardBoard and committee members. Under the Plan,Plans, our non-employee directors receive grants of restricted common stock options as compensation for their services on our Board, as described above. Because we do not pay compensation to employee directors, Mr. Michael Mathews was not compensated for his serviceservices as a director in Fiscal 2022 and is omitted from the following table.

Director Compensation for the 2017In Fiscal Year2022, non-employee members of our Board were compensated as follows: