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

September 4, 2014



Item 1.02 Termination of a Material Definitive Agreement

The disclosure regarding the prepayment of the debenture under Item 3.02 is incorporated herein under this Item 1.02.

Item 3.02 Unregistered Sales of Equity Securities.

On September 4, 2014, Aspen Group, Inc. ("Aspen") raised approximately $3,766,325 from the sale of 24,298,877 shares of common stock and 12,149,439 five-year warrants exercisable at $0.19 per share in a private placement offering to 15 accredited investors. This is in addition to the $1,631,500 raised in July 2014 as reported on a Form 8-K filed on July 30, 2014.

In connection with the offering, Aspen agreed to register the shares of common stock and the shares of common stock underlying the warrants. The net proceeds to Aspen were approximately $3.7 million.

On September 4, 2014, Aspen used part of the proceeds to fully prepay principal and interest owed under its outstanding debenture held by Hillair Capital Investments L.P. ("Hillair"). Aspen paid Hillair $2,310,000 after entering into an agreement whereby Hillair agreed to the prepayment and agreed to limit the future sale of shares of common stock upon exercise of its warrants or otherwise. Aspen intends to use the balance of the net proceeds for working capital, development of curriculum on its academic learning system, and expansion of sales and marketing.

The form of Securities Purchase Agreement is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

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 Form of Registration Rights Agreement (Incorporated by reference to 10.2 the Form 8-K filed on July 30, 2014) Form of Warrant (Incorporated by reference to the Form 8-K filed on 10.3 July 30, 2014)



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Source: Edgar Glimpses


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