UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): June 24, 2016

 

ASPEN GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		000-55107		27-1933597
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

 

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

 (Address of Principal Executive Office) (Zip Code)

(303) 333-4224

(Registrant’s telephone number, including area code)

 

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

 

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

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

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

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

 

 

 

  

  

 

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Item 3.02    Unregistered Sales of Equity Securities

On June 24, 2016, Aspen Group, Inc. issued 2,500,000 shares of common stock and agreed to pay $400,000 to Hillair Capital Investments L.P. in exchange for the surrender of 13,451,613 warrants exercisable at $0.155 per share.

The shares were issued and sold in reliance upon the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933.

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SIGNATURES

 

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

 

	ASPEN GROUP, INC.
Date:  June 24, 2016	By:	/s/ Michael Mathews
		Name: Michael Mathews
		Title:   Chief Executive Officer