UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2023

ASPEN GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38175	27-1933597
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

276 Fifth Avenue, Suite 505, New York, NY 10001

(Address of Principal Executive Office) (Zip Code)

(646) 448-5144

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.001 par value

ASPU

The Nasdaq Stock Market

(The Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ¨

Item 8.01 Other Information.

On March 23, 2023, Aspen University, Inc. (“Aspen”) a subsidiary of Aspen Group, Inc., entered into an Amendment to the September 2022 Consent Agreement with the Arizona Board of Nursing (“the Board”) that permits the teach-out of the BSN Pre-licensure program to continue. Following execution of the Amendment, Aspen issued the following statement: “On behalf of the Pre-licensure students and university administration, we are appreciative to the Board for the opportunity to move forward. Aspen is committed to working closely with the Board, our Consultant and Ombudsperson to ensure that the program “provides minimum instruction and learning opportunities, including clinical opportunities, to meet basic standards of educational practice and legal requirements,” as required by the Consent Agreement. We are thankful to be able to establish a process by which we can work cooperatively with the Board to address any concerns about the program they may have. We are deeply grateful to students who have tirelessly advocated for their education, our supportive Governor and Legislators, and all others who have assisted in this effort.”

A copy of the Amendment is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Incorporated by Reference			Filed or Furnished
#	Exhibit Description	Form	Date	Number	Herewith
99.1	Amendment to Consent Agreement dated March 23, 2023				Filed
104	Cover Page Interactive Data File (embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASPEN GROUP, INC.

Date: March 27, 2023	By:	/s/ Michael Mathews
		Name: Michael Mathews
		Title: Chief Executive Officer

ASPEN GROUP, INC. 8-K