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ASPEN GROUP, INC. FILES (8-K) Disclosing Unregistered Sale of Equity Securities, Financial Statements and Exhibits

July 30, 2014



Item 3.02 Unregistered Sales of Equity Securities.

On July 29, 2014, Aspen Group, Inc. ("Aspen") raised $1,631,500 from the sale of 10,525,809 shares of common stock and 5,262,907 five-year warrants exercisable at $0.19 per share in a private placement offering to seven accredited investors, including Sophrosyne Capital LLC and Charlestown Capital Advisors, LLC (the "Lead Investors"). Ms. Janet Gill, Aspen's Chief Financial Officer, invested $100,750 in the offering.

In connection with the offering, Aspen agreed to register the shares of common stock and the shares of common stock underlying the warrants. Aspen reimbursed the Lead Investors for legal expenses in the amount of $45,000 and paid other expenses of approximately $30,000. The net proceeds to Aspen were $1,556,500. Aspen intends to use the net proceeds for working capital, expansion of marketing and pay the initial principal installment of $560,000 due on its outstanding debenture. In connection with the offering, Aspen agreed to appoint two director designees of the Lead Investors for a two year period. The form of Securities Purchase Agreement is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

As a result of this private placement, Aspen issued 3,473,259 shares of common stock to prior investors who had price protection on their investments and reduced the exercise and conversion price on 14,451,613 outstanding warrants and its outstanding debenture to $0.155.

All of the securities were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 (the "Act") and Rule 506 promulgated thereunder. These securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Act. The investors are accredited investors and there was no general solicitation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Exhibit 10.1 Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 10.3 Form of Warrant



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Source: Edgar Glimpses


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