ASPEN GROUP, INC. (NASDAQ:AZPN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

On May 13, 2017, Aspen Group,Inc., a Delaware corporation (the
Company) entered an Asset Purchase Agreement (the Agreement) by
and among the Company, Aspen Newco, Inc., a newly formed Delaware
corporation and wholly-owned subsidiary of the Company, Linden
Education Partners LLC, a Delaware limited liability company
(Linden), and Educacin Significatva, LLC, a Delaware limited
liability company that is an affiliate of Linden which does
business as United States University, a regionally accredited
for-profit university based in California (USU).

Under the terms of the Agreement, the Company agreed to acquire
the operating assets of USU for $9 million, payable with $4.5
million in shares of the Companys common stock (based on the
$3.74 per share price as of the signing of the letter of intent
related to the acquisition in March 2017), $2.5 million in cash
at closing (less certain credits, as described in the following
paragraph) and $2.0 million in the form of a convertible note
bearing 8% annual interest that matures over a two-year period
after the closing. At the option of the note holder, on each of
the first and second anniversaries of the closing date,
$1,000,000 of principal and accrued interest under the note will
be convertible into shares of the Companys common stock at the
then-current market prices (subject to a floor of $2.00 per
share) or become payable in cash. In addition, the Company will
assume certain liabilities, principally operating liabilities.

As previously reported, in March 2017, the Company lent $900,000,
bearing 8% annual interest, to an entity controlled by Linden. If
the acquisition is consummated by January 15, 2018, the principal
amount of the loan and accrued interest will be credited against
the cash portion of the purchase price. If the acquisition does
not close by January 15, 2018, and/or if either party exercises
its right to terminate the Agreement, then the loan and accrued
interest will become immediately due and payable.

The Company has also agreed, upon closing the transaction, to
appoint an individual designated by Linden to the Companys board
of directors and to nominate such individual for election at the
Companys first annual meeting of shareholders following the
closing.

The transaction is subject to customary closing conditions and
regulatory approvals by the U.S. Department of Education, WASC
Senior College and University Commission, and state regulatory
and programmatic accreditation bodies. The earliest that the
Company could receive required regulatory approvals would be the
fourth quarter of this calendar year.

Based upon the continuing improvement in the Companys business,
the Company anticipates it will need to have up to approximately
$5 million in available cash as of the time of closing in order
to fund the estimated closing costs, to replace Lindens
subscription receivable (which in essence is an equity
contribution to USU), to issue a letter of credit if required by
the Department of Education,and to provide working capital for
USU. The Companytoday has approximately $3 million of cash on the
balance sheet and is presently negotiating term sheets with
several lenders concerning a line of credit and is highly
confident that it will consummate a credit line in the next90
days of no less than $5 million and as much as $10 million.

The foregoing description of the Agreement is a summary only and
is qualified in its entirety by the full text of the Agreement,
which is filed as Exhibit 10.1 and incorporated by reference
herein.

Item 7.01

Regulation FD Disclosure

On May 18, 2017, the Company issued a press release announcing
entry into the Agreement described under Item 1.01, above. A copy
of the press release is furnished as Exhibit 99.1 to this report.
The information contained in the press release attached as
Exhibit99.1 to this report shall not be deemed filed for the
purposes of Section18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section.
Furthermore, the information contained in the press release
attached as Exhibit99.1 to this report shall not be deemed to be
incorporated by reference in the filings of the Company under the
Securities Act of 1933.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

*Certain schedules, appendices and exhibits to this agreement
have been omitted in accordance with Item 601(b)(2) of Regulation
S-K. A copy of any omitted schedule and/or exhibit will be
furnished supplementally to the Securities and Exchange
Commission staff upon request.

About ASPEN GROUP, INC. (NASDAQ:AZPN)

Aspen Technology, Inc. is a global provider of process optimization software solutions designed to manage and optimize plant and process design, operational performance, and supply chain planning. The Company’s aspenONE software and related services have been developed specifically for companies in the process industries, including the energy, chemicals, and engineering and construction industries. It operates through two segments, including subscription and software, which provides licensing of process optimization software solutions and associated support services, and services, which includes professional services and training. It has developed applications to design and optimize processes across the business areas, including engineering, manufacturing and supply chain. Its products include Aspen HYSYS, Aspen Economic Evaluation, Aspen Info Plus.21, Aspen PIMS Advanced Optimization, Aspen Collaborative Demand Manager and Aspen Supply Planner.

ASPEN GROUP, INC. (NASDAQ:AZPN) Recent Trading Information

ASPEN GROUP, INC. (NASDAQ:AZPN) closed its last trading session up +0.36 at 57.78 with 407,990 shares trading hands.