OTC Markets Group Inc.
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Alternative Reporting Standard:
OTCQX® U.S. and OTCQB® Disclosure Guidelines
Federal securities laws, such as Rules 10b-5 and 15c2-11 of the Securities Exchange Act of 1934
(“Exchange Act”) and Rule 144 of the Securities Act of 1933 (“Securities Act”), and state Blue Sky
laws, require issuers to provide adequate current public information. With a view to encouraging
compliance with these laws, OTC Markets Group has created these OTCQX U.S. and OTCQB®
Disclosure Guidelines (“Guidelines”). These Guidelines set forth the disclosure obligations that make
up the “Alternative Reporting Standard” for OTCQX U.S. and OTCQB traded companies.1 These
Guidelines have been designed to encompass the “Catch All” information required in Rule 15c2-11,2 however
they have not been reviewed by the U.S. Securities and Exchange Commission or any state securities regulator.
These Guidelines may be amended from time to time, in the sole and absolute discretion of OTC
Markets Group, with or without notice.
General Considerations
An issuer preparing a disclosure document under the Alternative Reporting Standard should consider
the purpose of adequate disclosure. Current and potential investors in the issuer’s securities should
be provided with all “material” information the information available to the issuer necessary for the
investor to make a sound investment decision. The disclosure should enable an investor of ordinary
intelligence and investment skills to understand the issuer’s business and prospects.
The disclosure must therefore present the issuer’s business plan and include a full and clear picture of
the issuer’s assets, facilities, properties, investments, management and other resources, as well as a
complete description of how they will be used to make profits. The issuer’s business plan should
clearly describe the competition, regulatory environment and other risks to the issuer’s business, as
well as the issuer’s plans for confronting these challenges.
It is also important for an investor to understand how the issuer raises capital and treats investors. At
a minimum, the issuer must describe the ways it has raised capital by issuing shares in the past – to
whom and the amount of consideration involved. The investor should also be provided with market
information, including the past price history of any transactions in the issuer’s shares.
Finally, the disclosure should use plain English.3 This means using short sentences, avoiding legal
and technical jargon and providing clear descriptions.
1 This is not legal advice, and OTC Markets Group cannot assure anyone that compliance with our disclosure requirements
will satisfy any legal requirements.
2 Publication of information pursuant to these Guidelines also does not guarantee or ensure that the Company will be designated as having
“current information” or eligible for public quotations pursuant to Rule 15c2-11 or any other applicable regulation.
3 For tips, you may wish to consult the SEC’s Plain English Handbook, available for free on the SEC’s website, at
http://www.sec.gov.
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Table of Contents
Section One: Issuers’ Initial Disclosure Obligations ...................................................................................................................... 3
Part A
General Company Information .......................................................................................................................... 5
Item 1
The exact name of the issuer and its predecessor (if any) ............................................................................ 5
Item 2
The address of the issuer’s principal executive offices and principal place of business .............................. 5
Item 3
The jurisdiction(s) and date of the issuer’s incorporation or organization ................................................... 5
Part B
Share Structure .................................................................................................................................................. 5
Item 4
The exact title and class of securities outstanding ....................................................................................... 5
Item 5
Par or stated value and description of the security ...................................................................................... 5
Item 6
The number of shares or total amount of the securities outstanding for each class of securities
authorized ..................................................................................................................................................... 6
Item 7
The name and address of the transfer agent* ................................................................................................ 6
Part C
Business Information ........................................................................................................................................ 6
Item 8
The nature of the issuer’s business .............................................................................................................. 6
Item 9
The nature of products or services offered .................................................................................................. 8
Item 10
The nature and extent of the issuer’s facilities. ............................................................................................. 9
Part D
Management Structure and Financial Information ............................................................................................ 9
Item 11
Company Insiders (Officers, Directors, and Control Persons)...................................................................... 9
Item 12
Financial information for the issuer’s most recent fiscal period ................................................................. 13
Item 13
Similar financial information for such part of the two preceding fiscal years as the issuer or its
predecessor has been in existence .............................................................................................................. 14
Item 14
The name, address, telephone number, and email address of each of the following outside providers that
advise the issuer on matters relating to operations, business development and disclosure: ........................ 14
Item 15
Management’s Discussion and Analysis or Plan of Operation ................................................................... 15
Part E
Issuance History .................................................................................................................................................. 18
Item 16
List of securities offerings and shares issued for services in the past two years ......................................... 18
Part F
Exhibits ................................................................................................................................................................ 19
Item 17
Material Contracts ...................................................................................................................................... 19
Item 18
Articles of Incorporation and Bylaws. ........................................................................................................ 20
Item 19
Purchases of Equity Securities by the Issuer and Affiliated Purchasers ..................................................... 20
Item 20
Issuer’s Certifications ................................................................................................................................. 21
Section Two: Issuers’ Continuing Disclosure Obligations ............................................................................................... 24
Quarterly Reporting Obligations ....................................................................................................................................... 24
Item 1
Exact name of the issuer and the address of its principal executive offices. ............................................... 24
Item 2
Shares outstanding. ..................................................................................................................................... 25
Item 3
Interim financial statements ....................................................................................................................... 25
Item 4
Management’s discussion and analysis or plan of operation ...................................................................... 25
Item 5
Legal proceedings ...................................................................................................................................... 25
Item 6
Defaults upon senior securities ................................................................................................................... 25
Item 7
Other information ....................................................................................................................................... 25
Item 8
Exhibits ...................................................................................................................................................... 26
Item 9
Certifications .............................................................................................................................................. 26
Annual Reporting Obligations ........................................................................................................................................... 26
Current Reporting Obligations .......................................................................................................................................... 27
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Section One: Issuers’ Initial Disclosure Obligations
Instructions relating to the preparation of initial disclosure:
1. Prepare a cover page using the format set forth on the following page.
2. Prepare a disclosure document that responds to each item and sub-item of the
Guidelines with information current as of the issuer’s most recent fiscal quarter or year
end. If a particular item is not applicable or unavailable, include the reason it is not
applicable or unavailable.
3. Save the disclosure document(s) in PDF format and upload it via www.OTCIQ.com
using the report name “Annual Report” or “Quarterly Report”, as applicable. If the
disclosure information and financial statements are posted separately, please denote
the report content using the subtitle field when uploading.
Instructions relating to the preparation of initial disclosure for certain non-U.S. companies:
Companies listed on a Qualified Foreign Exchange that are exempt from SEC registration
under a rule other than Exchange Act Rule 12g3-2(b), may follow the Alternative Reporting
Standard and provide the following information.
1. Publish the company’s English-language Annual and Interim Reports for the most
recently completed fiscal year and any subsequent periods. Upload these documents
via www.OTCIQ.com using the report names “Annual Report,” “Interim Report”, or
“Quarterly Report” as applicable.
2. Publish a Supplemental Report via www.OTCIQ.com that contains all of the
information required under the “Catch All provision” of SEC Rule 15c2-11. See
www.otcmarkets.com/files/Catchall.pdf.
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Aspen Group, Inc.
Delaware
4605 E. Elwood Street, Suite 300
Phoenix, AZ 85040
(646) 448-5144
www.aspu.com
ir@aspen.edu
SIC Code: 8200
Annual Report
For the period ending April 30, 2024 (the “Reporting Period”)
The number of shares outstanding of our Common Stock is 25,701,603 as of April 30, 2024
The number of shares outstanding of our Common Stock was 25,437,316 as of April 30, 2023 (end of previous
reporting period)
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of
1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes:
No: X (Double-click and select “Default Value” to check)
We previously were a shell company, therefore the exemption offered pursuant to Rule 144 is not
available. Anyone who purchased securities directly or indirectly from us or any of our affiliates
in a transaction or chain of transactions not involving a public offering cannot sell such
securities in an open market transaction.
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes:
No: X
Indicate by check mark whether a Change in Control4 of the company has occurred over this reporting period:
Yes:
No: X
4 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the
Company’s then outstanding voting securities;
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(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;
(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors
immediately prior to such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or
such surviving entity or its parent outstanding immediately after such merger or consolidation.
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Part A
General Company Information
Item 1
The exact name of the issuer and its predecessor (if any).
In answering this item, please also provide any names used by predecessor entities in the past
five years and the dates of the name changes.
Answer: ASPEN GROUP, INC.
Item 2
The address of the issuer’s principal executive offices and address(es) of
the issuer’s principal place of business:
In answering this item, please also provide (i) the telephone of the issuer’s principal executive
offices, (ii) if applicable, the URL of each website maintained by or on behalf of the issuer, and (iii)
if applicable, the name, phone number, email address, and mailing address of the person
responsible for the issuer’s investor relations.
Check box if principal executive office and principal place of business are the same address: ☐
Answer:
Principal executive office address: 4605 E. Elwood Street, Suite 300, Phoenix, AZ 85040
Principal executive office telephone: 646-448-5144
Corporate URL: Aspen Group, Inc. (ASPU); www.aspu.com
Principal business office address: 4605 and 4615 E. Elwood Street, Suite 300 and 400, Pheonix, AZ,
85040
Investor relations contact information: Kim Rogers, Hayden IR, 646-536-7331, kim@haydenir.com, 7320
E. Butherus Drive, Scottsdale, AZ 85260
Item 3
The jurisdiction(s) and date of the issuer’s incorporation or organization.
In answering this item, please provide the state of incorporation or registration of the issuer and of
each of its predecessors (if any) during the past five years. Please also include the issuer’s
current standing in its state of incorporation (e.g. active, default, inactive).
Answer:
State of Incorporation: Delaware, active
Date of Incorporation: Aspen Group was incorporated on February 23, 2010 in Florida. On February 9,
2012, Aspen Group reincorporated in Delaware under the name Aspen Group, Inc.
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Part B
Share Structure
Item 4
The exact title and class of securities outstanding.
In answering this item, provide the exact title and class of each class of outstanding securities. In
addition, please provide the CUSIP and trading symbol.
Answer:
Class
Outstanding as of July 31, 2024
Preferred Stock, $0.001 par value per share
10,000 shares
Class
Outstanding as of July 31, 2024
Common Stock, $0.001 par value per share
25,932,255 shares
CUSIP: 04530L203
Trading symbol: ASPU
Item 5
Par or stated value and description of the security.
A.
Par or Stated Value. Provide the par or stated value for each class of outstanding
securities.
Answer:
Class
Outstanding as of July 31, 2024
Preferred Stock, $0.001 par value per share
10,000 shares
Class
Outstanding as of July 31, 2024
Common Stock, $0.001 par value per share
25,932,255 shares
B.
Common or Preferred Stock.
1. For common equity, describe any dividend, voting and preemption rights.
Answer: We are authorized to issue 85,000,000 shares of common stock, par value $0.001 per
share. Common shareholders are entitled to one vote on all matters that come before the
shareholders. Dividends, if any, are subject to the power of the Board of directors and as may
be limited by law. Holders of common stock have no preemptive rights and have no right to
convert their common stock into any other securities and there are no redemption provisions
applicable to our common stock.
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2. For preferred stock, describe the dividend, voting, conversion and liquidation rights
as well as redemption or sinking fund provisions.
Answer: We are authorized to issue 1,000,000 shares of “blank check” preferred stock with
designations, rights and preferences as may be determined from time to time by our Board of
Directors. Effective April 1, 2024, shares of the Series A is entitled to receive dividends at the
rate of 14.0% per annum of the stated value payable solely in shares of AGI Common Stock
(the “Dividend Shares”). Such dividends accrue and are cumulative from and including April 1,
2024 and are payable quarterly in arrears on each dividend payment date, commencing May 1,
2024. Dividends are paid using a conversion price of $0.50 per share.
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3. Describe any other material rights of common or preferred stockholders.
Answer: Each share of Series A is convertible into 2,000 shares of AGI common stock at a
conversion price of $0.50 based on the stated value. The Series A has a beneficial ownership
limitation on the Common Stock of 24.99% per shareholder.
4. Describe any provision in the issuer’s charter or by-laws that would delay, defer or
prevent a Change in Control of the issuer.
Answer: Our Certificate of Incorporation authorizes the issuance of up to 1,000,000 shares of
“blank check” preferred stock with designations, rights and preferences as may be determined
from time to time by our Board of Directors. Our Board of Directors is empowered, without
shareholder approval, to issue a series of preferred stock with dividend, liquidation,
conversion, voting or other rights which could dilute the interest of, or impair the voting power
of, our common shareholders.
Item 6
The number of shares or total amount of the securities outstanding for
each class of securities authorized.
In answering this item, provide the information below for each class of securities authorized. Please
provide this information (i) as of the end of the issuer’s most recent fiscal quarter and (ii) as of the
end of the issuer’s last two fiscal years.
Answer:
Preferred Stock
Period end date;
10/31/2024
Number of shares authorized;
1,000,000
Number of shares outstanding;
10,000
Freely tradable shares (public float);
0
Number of beneficial shareholders owning at least 100 shares5; and
2
Total number of shareholders of record.
2
Period end date;
4/30/2024
Number of shares authorized;
1,000,000
Number of shares outstanding;
10,000
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Freely tradable shares (public float);
0
Number of beneficial shareholders owning at least 100 shares5; and
2
Total number of shareholders of record.
2
Period end date;
4/30/2023
Number of shares authorized;
1,000,000
Number of shares outstanding;
0
Freely tradable shares (public float);
0
Number of beneficial shareholders owning at least 100 shares5; and
0
Total number of shareholders of record.
0
Common Stock
Period end date;
10/31/2024
Number of shares authorized;
85,000,000
Number of shares outstanding;
26,959,681
Freely tradable shares (public float);
12,785,418
Number of beneficial shareholders owning at least 100 shares5; and
107
Total number of shareholders of record.
111
Period end date;
4/30/2024
Number of shares authorized;
85,000,000
Number of shares outstanding;
25,701,603
Freely tradable shares (public float);
12,785,418
Number of beneficial shareholders owning at least 100 shares5; and
99
Total number of shareholders of record.
103
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Period end date;
4/30/2023
Number of shares authorized;
60,000,000
Number of shares outstanding;
25,456,063
Freely tradable shares (public float);
14,419,048
Number of beneficial shareholders owning at least 100 shares5; and
98
Total number of shareholders of record.
102
Item 7
The name and address of the transfer agent*.
In answering this item, please also provide the telephone number of the transfer agent, indicate
whether or not the transfer agent is registered under the Exchange Act, and state the appropriate
regulatory authority of the transfer agent.
*To be included in OTCQX or OTCQB, the issuers whose securities are incorporated in the U.S.
or Canada must have a transfer agent registered under the Exchange Act.
Answer:
Transfer agent: Securities Transfer Corporation
Telephone number: 469-663-0101
Registered under the Exchange Act: Yes
Regulatory authority: Securities and Exchange Commission
Part C
Business Information
Item 8
The nature of the issuer’s business.
In describing the issuer’s business, please provide the following information:
A.
Business Development. Describe the development of the issuer and material events
during the last three years so that a potential investor can clearly understand the history and
development of the business. If the issuer has not been in business for three years, provide
this information for any predecessor company. This business development description must
also include:
Answer:
Aspen Group, Inc. (together with its subsidiaries, the “Company” or “AGI”) is a holding company. AGI
has a fiscal year-end of April 30. AGI has two subsidiaries, Aspen University, Inc. (“Aspen University”
or “Aspen” or “AU”) organized in 1987, and United States University, Inc. (“United States University” or
“USU”) organized in 2017.
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Aspen Group was incorporated on February 23, 2010 in Florida. On February 9, 2012, Aspen Group
reincorporated in Delaware under the name Aspen Group, Inc.
Aspen University, Inc. was incorporated on September 30, 2004 in Delaware. Its predecessor was a
Delaware limited liability company organized in Delaware. On March 13, 2012, AGI, which was then
inactive, acquired Aspen University Inc. in a transaction we refer to as the reverse merger. Aspen
University is a nationally accredited for-profit university based in Phoenix, Arizona.
On December 1, 2017, Aspen Group completed the acquisition of USU for approximately $14.8
million. USU is a regionally accredited for-profit university based in San Diego, California.
5 Securities quoted on OTCQX U.S. must have at least 50 beneficial shareholders each owning at least 100 shares.
Securities quoted on OTCQX U.S. Premier must have at least 100 beneficial shareholders each owning at least 100 shares.
1.
the form of organization of the issuer (e.g., corporation, partnership, limited
liability company, etc.);
Answer: Corporation
2.
the year that the issuer (or any predecessor) was organized;
Answer: Aspen Group, Inc. (together with its subsidiaries, the “Company” or
“AGI”) is a holding company and was incorporated on February 9, 2012. AGI has
two subsidiaries, Aspen University, Inc. (“Aspen University” or “Aspen”)
organized in 1987, and United States University, Inc. (“United States University”
or “USU”) organized in 2017.
3.
the issuer’s fiscal year end date;
Answer: AGI has a fiscal year-end of April 30.
4.
whether the issuer (or any predecessor) has been in bankruptcy, receivership
or any similar proceeding;
Answer: No
5.
any material reclassification, merger, consolidation, or purchase or sale of a
significant amount of assets;
Answer: On March 13, 2012, AGI, which was then inactive, acquired Aspen
University Inc. in a transaction we refer to as the reverse merger. On
December 1, 2017, AGI completed the acquisition of United States University
(USU) for approximately $14.8 million. USU is a regionally accredited for-
profit university based in San Diego, California.
6.
any default of the terms of any note, loan, lease, or other indebtedness or
financing arrangement requiring the issuer to make payments;
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Answer: No
7.
any change of control;
Answer: None in the last 3 fiscal years
8.
any increase of 10% or more of the same class of outstanding equity securities;
Answer:
9.
any past, pending or anticipated stock split, stock dividend, recapitalization,
merger, acquisition, spin-off, or reorganization;
Answer:
Effective April 1, 2024, shares of the Series A is entitled to receive
dividends at the rate of 14.0% per annum of the stated value payable
solely in shares of AGI Common Stock (the “Dividend Shares”). Such
dividends accrue and are cumulative from and including April 1, 2024 and
are payable quarterly in arrears on each dividend payment date,
commencing May 1, 2024. Dividends are paid using a conversion price of
$0.50 per share. Each share of Series A is convertible into 2,000 shares of
AGI common stock at a conversion price of $0.50. The Series A has a
beneficial ownership limitation on the Common Stock of 24.99% per
shareholder.
10.
any delisting of the issuer’s securities by any securities exchange; and
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Answer: No
11.
any current, past, pending or threatened legal proceedings or administrative
actions either by or against the issuer that could have a material effect on the
issuer’s business, financial condition, or operations and any current, past or
pending trading suspensions by a securities regulator. State the names of the
principal parties, the nature and current status of the matters, and the amounts
involved.
Answer:
Legal Proceedings:
On April 6, 2022, Aspen University was served with a class action claim in
Arizona Superior Court, alleging violations of the Arizona Consumer Fraud Act
and Unjust Enrichment, based on the class representative’s claims that Aspen
University misstated the quality of its pre-licensure nursing program. This
complaint was likely in response to the Arizona State Board of Nursing actions
against Aspen University relating to the program, as outlined below. The
complaint was transferred to the United States District Court, District of Arizona.
The plaintiff’s attorneys requested arbitration (Rule 408 settlement meeting),
which occurred on June 29, 2023. A Stipulation of Settlement agreement was
reached whereby the Company agreed to pay $550,000 in exchange for release
of all claims of the Settlement Class inclusive of attorneys’ fees and costs. The
payment was covered by Aspen University's errors and omissions insurance
policy that provided a $500,000 limit of liability (each claim). The Settlement
Class includes 53 students who were precluded from entering the BSN Pre-
licensure Core Program and first year students who completed more than 15
credit hours toward their pre-requisites who have not been refunded for courses
that did not transfer. The settlement agreement was approved by the Arizona
District Court judge on January 10, 2024, the class notice process is complete,
and the Escrow account was funded and $50,000 was expensed in Fiscal 2024,
which was included in "General and administrative" expense in the
accompanying consolidated statements of operations. Class Counsel has been
directed by the Court to file a closing statement on or before November 14, 2024,
to include a final summary accounting of escrowed settlement funds and the
disposition of those funds. Aspen awaits any final disposition by the Court.
In June 2023, Aspen was served with a lawsuit filed by a former BSN Pre-
licensure program student in the United States District Court, District of Arizona.
The student contended that she was falsely dismissed from the BSN Pre-
licensure program in June 2021. She was not a member of the class described
above. On August 9, 2024, Aspen’s motion for summary judgment was granted.
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The case is now closed.
In November 2020, United States University, Inc., Aspen Group, Inc., and the
former President of USU (subsequently deceased), were sued in San Diego
County, CA, Supreme Court (“the Court”) by a former employee (subsequently
deceased), alleging discrimination (age/gender/disability), failure to prevent
harassment, and breach of contract, among others. A mandatory settlement
conference occurred on March 12, 2024. A settlement agreement was reached
on April 9, 2024 for a payment of $54,000, which was paid on May 10, 2024 and
is included in "General and administrative" expense in the accompanying
consolidated statements of operations. USU awaits final disposition by the Court.
B.
Business of Issuer. Describe the issuer’s business so a potential investor can clearly
understand it. To the extent material to an understanding of the issuer, please also include the
following:
AGI’s vision is to make college affordable again in America. Because we believe higher
education should be a catalyst to our students’ long-term economic success, we exert financial
prudence by offering affordable tuition that is one of the greatest values in higher education.
AGI is an industry-leader in nursing education that leverages a sophisticated technological
infrastructure and unparalleled expertise to provide affordable, debt-minimizing education
through lower tuition costs and monthly payment plans. AGI utilizes an asynchronous-
synchronous online delivery model, which creates a differentiated experience for learners
requiring additional flexibility. As of April 30, 2024, 5,788 of 7,048 or 82% of all active students
across both universities are degree-seeking nursing students. Of the students seeking nursing
degrees, 5,751 are RNs studying to earn an advanced degree, including 3,489 at Aspen
University and 2,262 at USU. In contrast, the remaining 37 nursing students were enrolled in
Aspen University’s BSN Pre-Licensure program in the Austin, Tampa, and Nashville metros, all
of which have been taught-out and closed. As further discussed in answer to Question 5 below,
a Consent Agreement was signed with the Arizona State Board of Nursing that provided the
BSN pre-licensure program with two years to complete a "teach out" of existing students, and
therefore new students are no longer admitted to the program. The teach out of the program
was completed in September 2024, and on September 20, 2024, the Arizona Board of Nursing
recognized the closure of all Aspen BSN Pre-licensure locations.
Aspen University offers Associates, Bachelor’s, Master’s, and Doctoral degree programs that
span multiple programs of study with a concentrated focus on nursing. Aspen University has
been offering a monthly payment plan available to all students across every online degree
program since March 2014. The monthly payment plan is designed so that students will make
one fixed payment per month, and that monthly payment is applied towards the total cost of
attendance (tuition and fees, excluding textbooks). The monthly payment plan offers online
undergraduate students the opportunity to pay their tuition and fees at $325/month, online
master students $415/month, and online doctoral students $450/month, interest free, thereby
giving students a monthly payment option versus taking out a federal financial aid loan.
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USU’s largest program is a master’s-level Family Nurse Practitioner program that offers
students practical, hands-on experience with unmatched flexibility. USU has been offering
monthly payment plans since the summer of 2017. Today, USU’s monthly payment plans are
available for the online RN to BSN program ($325/month), online MBA/MAEd/MSN/MAT
programs ($415/month), online hybrid Teacher Credentialing tracks approved by the California
Commission on Teacher Credentialing and BSEE program ($399/month), and the online hybrid
Master of Science in Nursing-Family Nurse Practitioner (“FNP”) program and other doctoral
programs ($450/month), by way of example.
Schools at our two universities are as follows:
Aspen University
School of Nursing and Health Sciences
School of Education
School of Business and Technology
United States University
College of Nursing and Health Sciences
College of Business and Technology
College of Education
Sales and Marketing
Following Mr. Michael Mathews becoming our Chief Executive Officer in 2011, he and his team
made significant changes to Aspen’s sales and marketing program, specifically spending a
significant amount of time, money and resources on our proprietary Internet marketing program.
What is unique about our Internet marketing program is that we have not used and have no
plans in the near future to acquire non-branded, non-exclusive leads from third-party online lead
generation companies to attract prospective students. To our knowledge, most if not all for-
profit online universities utilize multiple third-party online lead generation companies to obtain a
meaningful percentage of their prospective student leads that are branded and exclusive in
nature, and those leads are both non-branded and non-exclusive in addition to exclusive
branded leads. Our executive officers have many years of expertise in the online lead
generation and Internet advertising industry, which has and for the foreseeable future is
expected to continue to allow us to cost-effectively drive all prospective student leads that are
branded and exclusive in nature.
We have invested in our technology infrastructure and believe our education technology
platform enables us to achieve lower costs per enrollment (“CPE”) as compared to our
competition, with our proprietary CRM system as the key system in the technology stack driving
lower CPE.
Human Capital
We recognize that our performance depends on the education, experiences, and efforts of our
employees, and our ability to foster a culture that brings out the best in each. As of April 30,
2024, we had 220 full-time employees, including full-time faculty, and 550 adjunct professors,
who are part-time employees. None of our employees are parties to any collective bargaining
arrangement. We believe our relationships with our employees are good. Our employees have
diverse backgrounds, as evidenced by the fact that approximately 72.7% of our faculty and staff
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are female and approximately 37.6% of our employees self-identify as ethnically diverse.
Accreditation
Since 1993, Aspen University has been institutionally accredited by the Distance Education
Accrediting Commission (DEAC), an institutional accrediting agency recognized by the
Department of Education (DOE) and the Council for Higher Education Accreditation. On July
19, 2024, the DEAC informed Aspen University that, while its remained fully accredited, its
regular 5-year reaccreditation application will be reviewed by the DEAC in January 2025.
Since 2009, United States University has been institutionally accredited by WASC Senior
College and University Commission (WSCUC), an institutional accrediting agency recognized
by the Department of Education and the Council for Higher Education Accreditation. On July 11,
2022, WSCUC informed United States University that it had renewed its accreditation for eight
years to Spring 2030.
Both universities are qualified to participate under the Higher Education Act of 1965, as
amended ("HEA") and the Federal student financial assistance programs (Title IV, HEA
programs). USU had provisional certification resulting from the ownership change of control in
connection with the acquisition by AGI on December 1, 2017. The provisional certification
expired on December 31, 2020. The institution submitted its recertification application timely in
October 2020, and received full certification on May 6, 2022, and a new Program Participation
Agreement ("PPA") was issued with an effective period until December 31, 2025. On August 22,
2017, the DOE informed Aspen University of its determination that the institution had qualified
to participate under the HEA and the Federal student financial assistance programs (Title IV,
HEA programs) and set a subsequent program participation agreement reapplication date of
March 31, 2021. On April 16, 2021, the DOE granted provisional certification for a two-year
timeframe, and set a subsequent program participation reapplication date of September 30,
2023. The application for recertification was submitted on August 16, 2023. Certification
continues month to month until a final decision is made by the DOE.
1.
the issuer’s primary and secondary SIC Codes;
Answer: 8200
2.
if the issuer has never conducted operations, is in the development stage, or is
currently conducting operations;
Answer: N/A
3.
whether the issuer has at any time been a “shell company”;6
6 For the purpose of this section a “shell company” means an issuer, other than a business combination related shell
company, as defined by Securities Act Rule 405, or an asset-backed issuer, as defined by Item 1101(b) of Regulation AB,
that has:
(1) No or nominal operations; and
(2) Either:
(A) No or nominal assets;
(B) Assets consisting solely of cash and cash equivalents; or
(C) Assets consisting of any amount of cash and cash equivalents and nominal other assets.
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Answer: We are not currently a shell company. We were a shell company prior to March
2012.
Instruction to paragraph B.3 of Item 8:
The issuer must attest that it is not currently a shell company. If the issuer discloses that it
was formerly a shell company, it must also include the following disclosure on the front page of
its disclosure statement in boldface, 12 point type:
“We previously were a shell company, therefore the
exemption offered pursuant to Rule 144 is not available.
Anyone who purchased securities directly or indirectly from
us or any of our affiliates in a transaction or chain of
transactions not involving a public offering cannot sell such
securities in an open market transaction.”
4.
the names and contact information of any parent, subsidiary, or affiliate of the
issuer, and its business purpose, its method of operation, its ownership, and
whether it is included in the financial statements attached to this disclosure
statement;
Answer:
Aspen Group, Inc. (“AGI”) is an education technology holding company. AGI
has three subsidiaries, Aspen University Inc. ("Aspen University" or “Aspen”
or "AU") organized in 1987, United States University Inc. ("United States
University" or "USU"), and Aspen Group Staffing, Inc. (“Aspen Staffing”)
organized in 2023; subsequently dissolved in 2024. All subsidiaries are 100%
owned by AGI. All subsidiaries are consolidated with AGI in the financial
statement attached to this disclosure schedule.
Aspen University offers Bachelor’s, Master’s, and Doctoral degree programs
that span multiple programs of study with a concentrated focus on nursing.
USU focus is a Family Nurse Practitioner Program that offers students
practical, hands-on experience with unmatched flexibility.
5.
the effect of existing or probable governmental regulations on the business;
Answer: Effect of Existing or Probable Governmental Regulations:
Regulatory Environment
Students attending our schools finance their education through a combination of
individual resources, corporate reimbursement programs and federal student financial
assistance funds available through our participation in the Federal Student Aid Programs
made available through Title IV of the Higher Education Act, as amended ("HEA"). The
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discussion which follows outlines the extensive regulations that affect our business.
Complying with these regulations entails significant effort from our executives and staff.
Regulatory compliance is also expensive. Beyond the internal costs, compliance with the
extensive regulatory requirements also involves engagement of outside regulatory
professionals. To participate in Title IV Programs, a school must, among other things,
be:
•
Authorized to offer its programs of instruction by the applicable state education
agencies in the states in which it is physically located or otherwise have a physical
presence as defined by the state;
•
Able to meet the state education agency requirements to legally offer
postsecondary distance education in any state in which the school is not physically
located;
•
Accredited by an accrediting agency recognized by the Secretary of the U.S.
Department of Education (“DOE”); and
•
Certified as an eligible institution by DOE.
Collectively, state education agencies, accrediting agencies, and the DOE comprise the
higher education regulatory triad. We cannot predict the actions that any entity in the
higher education regulatory triad, Congress, or the Administration may take or their
effect on our schools.
State Authorization
As institutions of higher education that grant degrees and certificates, we are required to
be authorized by applicable state education authorities which exercise regulatory
oversight of our schools. In addition, in order to participate in the Title IV Programs, we
must be authorized by the applicable state education agencies.
Because we are subject to extensive regulations by the states in which we become
authorized or licensed to operate, we must abide by state laws that typically establish
standards for instruction, qualifications of faculty, administrative procedures, marketing,
recruiting, financial operations and other operational matters. State laws and regulations
may limit our ability to offer educational programs and to award degrees. Some states
may also prescribe financial regulations that are different from those of the DOE. If we
fail to comply with state licensing requirements, we may lose our state licensure,
authorization, or exemption, which in turn would result in a loss of accreditation and
access to Title IV funds.
On September 25, 2022, the California Legislature passed SB 1433, as amended
August 24, 2022, which extended the sunset date for the California Bureau for Private
Postsecondary Education (“California Bureau”) and the California Private Postsecondary
Education Act of 2009 to January 1, 2027. Notable provisions include the authorization
for the Bureau to establish regulations around limited physical presence; the automatic
termination of an institution’s approval to offer a program in a profession or career field if
it loses approval from the issuing licensing agency; and the prohibition for an institution
having any prospective, current or former student or employee sign a nondisclosure
agreement pertaining to their relationship to or experience with an institution. Other
states in which AGI operates may also make material changes to their authority and
structure at any time, so AGI must constantly assess the regulations of its state
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oversight agencies to ensure compliance.
Licensure of Online Programs
The DOE released final regulations on accreditation and state authorization of distance
education on November 1, 2019, which took effect July 1, 2020 (the “July 2020
Regulations”). The July 2020 Regulations require Title IV Program institutions, like ours,
that offer postsecondary education through distance education to students in a state in
which the institution is not physically located or in which it is otherwise subject to state
jurisdiction as determined by that state, to meet any state requirements to offer
postsecondary education to students who are located in that state.
Under the July 2020 Regulations, institutions may meet the authorization requirements
by obtaining such authorization directly from any state that requires it or through a state
authorization reciprocity agreement, such as the State Authorization Reciprocity
Agreement (“SARA”). SARA is intended to make it easier for students to take online
courses offered by postsecondary institutions based in another state. SARA is overseen
by a National Council (“NC-SARA”) and administered by four regional education
compacts. We are unclear of the effect a change in federal administration may have on
SARA.
On May 19, 2023, the DOE published a notice of proposed rulemaking (‘NPRM”) which
would require institutions to confirm for each Title IV program, in each State in which the
institution is located or in which students enrolled by the institution are located, that the
program satisfies any required programmatic accreditation, professional licensure, and
consumer protection laws relating to “closure, recruitment, and misrepresentations,
including both generally applicable State laws and those specific to educational
institutions.” The last requirement would appear to mandate compliance with certain
State authorization laws, even for institutions participating in SARA. Because this is a
proposed, not a final, rule, it is unclear if the final rule will include this provision as it is
currently written, in a modified form, or exclude it, based on comments from
constituents.
AU’s SARA annual approval through the Colorado SARA State Portal Entity, which is
overseen by NC-SARA, has to be renewed by January 30 each year. AU applied on
January 18, 2022, and received its 2022 approval effective February 8, 2022. On
February 23, 2022, AU received a Notification of Provisional SARA Status from the
Colorado SARA State Portal Entity. On March 4, 2022, the DOE provided the final
approval for AU’s relocation from Colorado to Arizona. On March 29, 2022, AU received
a Notification of Loss of Eligibility for SARA through Colorado due to the relocation of the
institution from Colorado to Arizona which permitted continued SARA coverage for
students enrolled for courses between February 1, 2022, and August 2, 2022. On April
10, 2022, AU submitted an official appeal of the eligibility loss to the Colorado SARA
State Portal Entity. AU sought a return to the prior provisional status while the appeal
was pending or until the completion of the existing SARA term to February 2023 or until
there was approval by the Arizona SARA Council. On April 12, 2022, AU was restored to
Provisional Status by the Colorado SARA State Portal Entity according to the terms of
the February 23, 2022 letter. On May 17, 2022, AU was informed that its appeal was
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denied and on June 10, 2022, AU received a letter from the Colorado SARA State Portal
Entry indicating that students currently enrolled in academic terms in progress as of May
17, 2022, were covered under SARA for 16 weeks, until September 6, 2022.
In the meantime, AU submitted an application to the Arizona State SARA Portal Entry.
This application to obtain approval to become an institutional participant again in SARA
from its new primary location in Arizona was deferred at the September 8, 2022, and
January 19, 2023, meetings. Since February 2022, the start of the regulatory concerns
over SARA approval, AU has been seeking individual state authorizations in order to
continuing serving its students. AU has secured full approval, exemption, or has
determined approval is not required, in 43 states, while 5 additional states allow our
currently enrolled students to continue while applications are under review or in process.
Students in these states represent over 99% of the current student body.
Aspen believes it has options for the few students in Rhode Island and the District of
Columbia but has determined that it will not be able to secure authorization in Maryland.
Articulation agreements for students in these two states and the District of Columbia are
available for the students who choose not to wait for AU to obtain NC-SARA approval
through Arizona.
Because USU is based in California, which does not participate in NC-SARA, USU must
obtain authorization in every state in which it intends to market and enroll online
students, which was the standard method prior to the formation of NC-SARA. USU is
currently authorized to offer one or more programs in 44 states and is in the application
development process with 4 additional states. USU will not pursue authorization in
Rhode Island, Maryland, or the District of Columbia, and therefore will not market in, or
enroll students from, those states. USU maintains its state authorizations through annual
reporting and required renewals.
Individual state laws establish standards, some of which are different than the standards
prescribed by the Arizona State Board for Private Postsecondary Education (“Arizona
Board”), the Texas Higher Education Coordinating Board (“Texas Board”), the
Tennessee Higher Education Commission (“Tennessee Commission”), the Florida
Commission on Independent Education (“Florida Commission”), and the California
Bureau for Private Postsecondary Education (“California Bureau”). Laws in some states
limit the ability of schools to offer educational programs and award degrees to residents
of those states. Some states also prescribe financial regulations that are different from
those of the DOE, and many require the posting of surety bonds. Laws, regulations, or
interpretations related to online education could increase our cost of doing business and
affect our ability to recruit students in particular states, which could, in turn, negatively
affect enrollments and revenues and have a material adverse effect on our business.
State Approval of Physical Locations
The HEA and certain state laws require our institutions to be legally authorized to
provide educational programs in states in which our schools have a physical location or
otherwise have a physical presence as defined by the state. Due to its physical
presence in Arizona, AU is authorized to provide educational programs in Arizona by the
Arizona Board. Aspen University was Closed in Good Standing in Tennessee by the
Tennessee Commission on June 17, 2024 and in Texas by the Texas Board on October
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2, 2024. AU is current processing the required documentation with the Florida
Commission to formally close the Florida location. USU is authorized to provide all
educational programs in California by the California Bureau and the Master of Science in
Nursing-Family Nurse Practitioner program in Texas by the Texas Board. Failure to
comply with state requirements could result in AU losing its authorization from the
Arizona Board; and USU losing its authorization from the California Bureau and the
Texas Board. In such an event, the schools would lose their eligibility to participate in
Title IV Programs, or their ability to offer certain educational programs, any of which may
force us to cease the school’s operations.
Additionally, AU and USU are Delaware corporations. Delaware law requires an
institution to obtain approval from the Delaware Department of Education, or Delaware
DOE, before it may incorporate with the power to confer degrees. In July 2012, AU
received notice from the Delaware DOE that it was granted provisional approval status
effective until June 30, 2015. On April 25, 2016, the Delaware DOE informed AU it was
granted full approval to operate with degree-granting authority in the State of Delaware.
With Aspen’s removal as an active institutional member of NC-SARA in May 2022,
Aspen sought to obtain initial authorization in the State of Delaware; its application is in
process. On June 6, 2018, the Delaware DOE granted an initial operating license to
USU until June 30, 2023; its renewal became effective in August 2023.
Accreditation
AU is institutionally accredited by the Distance Education Accrediting Commission
(“DEAC”), an accrediting agency recognized by the Council for Higher Education
Accreditation (“CHEA”) and the DOE. USU is institutionally accredited by the Western
Association of Schools and Colleges (“WASC”) Senior College and University
Commission (“WSCUC”), an accrediting agency also recognized by CHEA and the DOE.
Accreditation is a non-governmental system for evaluating educational institutions and
their programs in areas including student performance, governance, integrity,
educational quality, faculty, physical resources, administrative capability and resources,
and financial stability. In the U.S., this recognition comes primarily through private
voluntary associations that accredit institutions and programs. To be recognized by the
DOE, accrediting agencies must adopt specific standards for their review of educational
institutions. Accrediting agencies establish criteria for accreditation, conduct peer-review
evaluations of institutions and programs for accreditation, and publicly designate those
institutions or programs that meet their criteria. Accredited institutions are subject to
periodic review by accrediting agencies to determine whether such institutions maintain
the performance, integrity and quality required for accreditation.
Accreditation is important to our schools for several reasons. Accreditation provides
external recognition and status. Employers rely on the accredited status of institutions
when evaluating an employment candidate’s credentials. Corporate and government
sponsors under tuition reimbursement programs look to accreditation for assurance that
an institution maintains quality educational standards. Other institutions depend, in part,
on our accreditation in evaluating transfers of credit and applications to graduate
schools. Additionally, in most states, accreditation is required to obtain authorization in
the state to grant degrees.
Moreover, institutional accreditation awarded from an accrediting agency recognized by
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DOE is necessary for eligibility to participate in the Title IV Programs. Effective July 1,
2020, the DOE amended regulations relating to the recognition of accrediting agencies.
Those regulations amended the DOE’s process for recognition and review of accrediting
agencies, including the criteria used by the DOE to recognize accrediting agencies, and
the DOE’s requirements for accrediting agencies’ policies and standards that are applied
to institutions and programs. Accrediting agencies are under heightened scrutiny due to
perceived shortcomings of certain agencies and their oversight of closed institutions. In
response, accreditors are increasing their scrutiny of institutions. We are unclear of the
effect a change in the federal Administration may have on accreditation. From time to
time, accrediting agencies adopt or make changes to their policies, procedures and
standards. If our schools fail to comply with any of these requirements, the non-
complying school’s accreditation status could be at risk.
In addition to institutional accreditation, there are numerous specialized accreditors that
accredit specific programs or schools within their jurisdiction, many of which are in
healthcare and professional fields. USU’s and AU’s baccalaureate and master’s degree
programs in nursing are accredited by the Commission on Collegiate Nursing Education
(CCNE) and AU’s doctoral nursing degree is currently CCNE-accredited. CCNE is
officially recognized by CHEA and the DOE and provides accreditation for nursing
programs. Accreditation by CCNE signifies that those programs have met the
professional standards of that agency. We are also pleased that AU’s School of
Business and Technology has been awarded Accreditation by the International
Accreditation Council for Business Education (IACBE) for its baccalaureate and master’s
business degree programs. Finally, USU’s Teacher Credentialing programs are
approved by the California Commission on Teacher Credentialing (CTC).
If we fail to satisfy the standards of specialized accreditors, we could lose the
specialized accreditation for the affected programs, which could result in materially
reduced student enrollments in those programs and prevent our students from seeking
and obtaining appropriate licensure in their fields.
State Professional Licensure
States have specific requirements that an individual must satisfy in order to be licensed
or certified as a professional in specific fields. For example, graduates from some USU
and AU nursing programs typically seek professional licensure in their field because they
are legally required to do so in order to work in that field or because obtaining licensure
enhances employment opportunities. Success in obtaining licensure depends on several
factors, including each individual’s personal and professional qualifications as well as
other factors related to the degree or program completed, where applicable including:
•
whether the institution and the program were approved by the state in which the
graduate seeks licensure, or by a professional association;
•
whether the program from which the applicant graduated meets all state
requirements; and
•
whether the institution and/or the program is accredited by a CHEA and DOE-
recognized agency.
Professional licensure and certification requirements can vary by state and may change
over time.
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In addition, the July 2020 Regulations require institutions to make readily available
disclosures to enrolled and prospective students regarding whether programs leading to
professional licensure or certification meet state educational requirements for that
professional license or certification. These disclosures apply to both on-ground and
online programs that lead to professional licensure or certification or are advertised as
leading to professional licensure or certification. Under the regulations, institutions must
determine the state in which current and prospective students are located, and then
must: (1) determine whether such program’s curriculum meets the educational
requirements for licensure or certification in that state; (2) determine whether such
program’s curriculum does not meet the educational requirements for licensure or
certification in that state; or (3) choose not to make a determination as to whether such
program’s curriculum meets the educational requirements for licensure or certification in
that state. Institutions must also provide direct disclosures in writing to prospective
students and current students under certain circumstances. Institutions must provide
direct disclosures in writing to prospective students if the institution has determined the
program in which the student intends to enroll does not meet the educational
requirements for licensure or certification in the state in which the student is located or if
the institution has not made any determination. Institutions must provide direct
disclosures in writing to current students, but only if the institution has determined the
program in which the student is enrolled does not meet the educational requirements
for licensure in the state in which the student is located. Both of our schools have made
the applicable curricular determinations and disclosures.
Nature of Federal, State and Private Financial Support for Postsecondary
Education
The federal government provides a substantial part of its support for postsecondary
education through the Title IV Programs, in the form of grants and loans to students.
Students can use those funds at any institution that has been certified by DOE to
participate in the Title IV Programs. Grant aid under Title IV Programs is primarily
awarded on the basis of financial need, generally defined as the difference between the
cost of attending the institution and the amount a student can reasonably contribute to
that cost. All recipients of Title IV Program funds must maintain satisfactory academic
progress and must progress in a timely manner toward completion of their program of
study. In addition, each school must ensure that Title IV Program funds are properly
accounted for and disbursed in the correct amounts to eligible students.
Our institutional missions manifest themselves through offering students the opportunity
to fund their education without relying solely on student loans. Instead both AU and USU
offer monthly payment plans.
When AU and USU students seek funding from the federal government, they may be
eligible to receive loans and grants to fund their education under the following Title IV
Programs: (1) the Federal Direct Loan program and (2) the Federal Pell Grant and
Supplemental Educational Opportunity Grant (SEOG) programs. Graduate students are
only eligible to participate in the Direct Loan program and not all undergraduate students
receive a Pell Grant or SEOG as those are need based awards. The majority of students
who seek funding from the federal government receive at least one Direct Loan that
must be repaid with interest starting approximately six months after the student leaves
school.
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Additionally, some students may receive full or partial tuition reimbursement from their
employers. Eligible credit-worthy students can also access private loans through a
number of different lenders for funding at current market interest rates.
Under the Direct Loan program, the DOE makes loans directly to students. The Direct
Loan Program includes the Direct Subsidized Loan, the Direct Unsubsidized Loan, and
the Direct PLUS Loan for credit-worthy parents of dependent undergraduate students
and credit-worthy graduate and professional students.
It is uncertain how the recent presidential election will affect DOE and other federal
funding.
Regulation of Federal Student Financial Aid Programs
The substantial amount of federal funds disbursed through Title IV Programs, the large
number of students and institutions participating in these programs, and allegations of
fraud and abuse by certain for-profit institutions have prompted the DOE to exercise
considerable regulatory oversight over for-profit institutions of higher learning.
Accrediting agencies and state education agencies also have responsibilities for
overseeing compliance of institutions in connection with Title IV Program requirements.
As a result, our institutions are subject to extensive oversight and review. Because the
DOE periodically revises its regulations and changes its interpretations of existing laws
and regulations, we cannot predict how the Title IV Program requirements will be applied
in all circumstances.
In addition to the state authorization requirements and other regulatory requirements
described herein, other significant factors relating to Title IV Programs that could
adversely affect us include the following legislative action and regulatory changes:
Congressional Action. Congress reauthorizes the HEA approximately every five to six
years. Congress most recently reauthorized the Act in August 2008 through the end of
2013 (when it was renamed the Higher Education and Opportunity Act) and the law has
been extended since that date. Congress has held hearings regarding the
reauthorization of the HEA and has continued to consider new legislation regarding the
passage of the HEA. Congress enacted a small package of HEA changes as part of the
larger Consolidated Appropriations Act of 2021 legislation signed into law in December
2020, which became effective between 2021 and 2023. The significant rules in this
legislation were focused on the simplification of the federal aid application and
determination of student eligibility. We cannot yet predict the impact of these new laws
on our students, nor can we predict whether or when Congress might act to amend
further the HEA. The elimination of additional Title IV Programs, material changes in the
requirements for participation in such programs, or the substitution of materially different
programs could increase our costs of compliance and could reduce the ability of certain
students to finance their education at our institutions.
Recent Federal Rulemaking. On May 24, 2021, the DOE published a Federal Register
notice indicating its intent to convene multiple committees to develop proposed
regulations in three broad areas under Title IV of the Higher Education Act: affordability
of postsecondary education, institutional accountability, and Federal student loans.
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In the Fall of 2021, the DOE conducted the first of two rounds of negotiated rulemaking.
The first round of negotiations ran for three weeks over October, November and
December and covered the following topics:
•
Total and Permanent Disability
•
Closed School Discharge
•
Interest Capitalization
•
Improving the Public Service Loan Forgiveness (PSLF) Application Process
•
Public Service Loan Forgiveness (PSLF) Eligibility
•
Borrower Defense to Repayment (Adjudication Process)
•
Borrower Defense to Repayment (Post-Adjudication)
•
Borrower Defense to Repayment (Recovery From Institutions)
•
Pre-dispute Arbitration and Class Action Waivers
•
Creating A New Income-driven Repayment Plan
In the Spring of 2022, ED conducted a second round of rulemaking over three weeks in
January, February, and March, covering the following topics:
•
Administrative Capability
•
The 90/10 Rule
•
Certification Procedures
•
Change in Ownership/Control
•
Financial Responsibility
•
Gainful Employment
•
Ability-to-Benefit
As is typically the case with federal rulemaking, limited consensus was reached,
providing the DOE with discretion to draft regulations for comment as it sees fit on most
of the topics noted. Rules that impact the Title IV programs are subject to the HEA
Master Calendar, which requires final rules be published before November 1, in order to
become effective on July 1 of the following year.
On October 28, 2022, DOE issued the Final Rules on:
•
Prison Education Programs
•
The 90/10 Rule
•
Changes in Ownership
On October 31, 2022, DOE published the final rules on:
•
Borrower Defense to Repayment
•
Closed School Discharge
•
Prohibition on Arbitration and Class Action Waivers
•
Income Driven Repayment
•
Total and Permanent Disability Discharge
•
False Certification Discharges
•
Public Service Loan Forgiveness
•
Interest Capitalization
Because both of these regulatory packages were published before November 1, 2022,
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the regulations became effective on July 1, 2023. AU and USU are still reviewing any
possible impact they may have on our operations, processes, or procedures. Of our final
rules evaluation thus far, only the Borrower Defense to Repayment updates appear to
have a direct potential impact.
On June 21, 2022, the Agency Rule List for the DOE stated that five of the 2021-2022
Federal Negotiated Rulemaking issues would not be completed in 2022. The list
included:
•
Standards of Administrative Capability
•
Factors of Financial Responsibility
•
Financial Value Transparency
•
Gainful Employment
•
Certification Procedures
This delay meant that these rules could not become effective until July 1, 2024, at the
earliest. DOE published the proposed rules on these matters on May 19, 2023, and
published a Final Rule for each of them on November 1, 2023, for July 1, 2024,
implementation.
Impact of Federal Regulations Effective July 1, 2024
Administrative Capability. The DOE regulations specify extensive criteria by which an
institution must establish that it has the requisite “administrative capability” to participate
in Title IV Programs. Failure to satisfy any of the standards may lead DOE to find the
institution ineligible to participate in Title IV Programs or to place the institution on
provisional certification as a condition of its participation. To meet the administrative
capability standards, an institution must, among other things:
•
Comply with all applicable Title IV Program regulations;
•
Have capable and sufficient personnel to administer the federal student financial
aid programs;
•
Have acceptable methods of defining and measuring the satisfactory academic
progress of its students;
•
Have cohort default rates below specified levels;
•
Have various procedures in place for safeguarding federal funds;
•
Not be, and not have any principal or affiliate who is, debarred or suspended
from federal contracting or engaging in activity that is cause for debarment or
suspension;
•
Provide financial aid counseling to its students;
•
Refer to the DOE’s Office of Inspector General any credible information
indicating that any applicant, student, employee, or agent of the institution, has been
engaged in any fraud or other illegal conduct involving Title IV Programs;
•
Report annually to the Secretary of Education on any reasonable
reimbursements paid or provided by a private education lender or group of lenders to
any employee who is employed in the institution’s financial aid office or who otherwise
has responsibilities with respect to education loans;
•
Develop and apply an adequate system to identify and resolve conflicting
information with respect to a student’s application for Title IV aid;
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•
Submit in a timely manner all reports and financial statements required by the
regulations; and
•
Not otherwise appear to lack administrative capability.
The DOE regulations also add an administrative capability standard related to the
existing requirement that students must have a high school diploma or its recognized
equivalent in order to be eligible for Title IV Program aid. Under the administrative
capability standard, institutions must develop and follow procedures for evaluating the
validity of a student’s high school diploma if the institution or the Secretary of Education
has reason to believe that the student’s diploma is not valid.
If an institution fails to satisfy any of these administrative capability criteria or any other
DOE regulation, the DOE may:
•
Require the repayment of Title IV Program funds;
•
Transfer the institution from the “advance” system of payment of Title IV
Program funds to heightened cash monitoring status (HCM1) or to the “reimbursement”
system of payment (HCM2);
•
Place the institution on provisional certification status; or
•
Commence a proceeding to impose a fine or to limit, suspend or terminate the
participation of the institution in Title IV Programs.
As part of the NPRM published on May 19, 2023, DOE proposed to add several
additional standards in the administrative capability regulations. While current
administrative capability regulations include a host of requirements, DOE proposed to
address “additional concerns which could indicate severe or systemic administrative
problems that negatively impact student outcomes and are not currently reflected” in
existing regulations. These proposed regulations were completed and published on
November 1, 2023, with a July 1, 2024 effective date. The regulations specify required
elements to be included in financial aid communications and add additional
requirements for institutions to provide adequate career services for its students, and
geographical clinical or externship opportunities for its students where it relates to their
program.
Additional administrative capability requirements now include:
•
that no institution, affiliate, or any individual who exercises substantial control
has been subject to specified negative actions, crime, or fraud;
•
that an institution must not have been subject to a significant negative action by
a State or Federal agency, a court, or an accrediting agency and has not lost eligibility to
participate in another Federal educational assistance
program due to an administrative action against the institution;
•
that institutions strengthen the requirements to evaluate high school diplomas;
•
that institutions disburse funds to students in a timely manner consistent with
student needs
•
that for institutions that offer GE programs, less than half of their total Title IV,
HEA revenue come from programs that are "failing" under subpart S; and
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•
that an intuition does not engage in substantial misrepresentation or aggressive
and deceptive student recruitment practices.
Financial Responsibility. The HEA and its implementing regulations establish extensive
standards of financial responsibility that institutions such as Aspen and USU must satisfy
to participate in the Title IV Programs. These standards generally require that an
institution provide the resources necessary to comply with Title IV Program requirements
and meet all of its financial obligations, including required refunds and any repayments
to the DOE for liabilities incurred in programs administered by the DOE.
The DOE evaluates institutions on an annual basis for compliance with specified
financial responsibility standards that include a complex formula that uses line items
from the institution’s audited financial statements. In addition, the financial responsibility
standards require an institution to receive an unqualified opinion from its accountants on
its audited financial statements, maintain sufficient cash reserves to satisfy refund
requirements, meet all of its financial obligations, and remain current on its debt
payments. The formula focuses on three financial ratios: (1) equity ratio (which
measures the institution’s capital resources, financial viability, and ability to borrow); (2)
primary reserve ratio (which measures the institution’s viability and liquidity); and (3) net
income ratio (which measures the institution’s profitability or ability to operate within its
means). An institution’s financial ratios must yield a composite score of at least 1.5 on a
scale of -1.0 to 3.0 for the institution to be deemed financially responsible without the
need for further federal oversight. Institutions with a composite score of 1.0 – 1.4 may
continue to participate under the “Zone Alternative” while institutions below 1.0 are
subject to Provisional Certification and the provision of surety, generally through a Letter
of Credit. The DOE may also apply such measures of financial responsibility to the
operating company and ownership entities of an eligible institution.
Both institutions and their corporate parent (AGI) met the minimum composite score
necessary to meet the financial ratio standard for fiscal year 2024, and2023. If an
eligible institution (or its parent company, if financials are consolidated as ours are) does
not meet the DOE financial responsibility standards, it may continue to establish
financial responsibility on an alternative basis.
As noted above, institutions with a score between 1.0 and 1.4 may continue to
participate under the Zone Alternative, which includes:
•
making disbursements to eligible students and parents under either the
heightened cash monitoring or reimbursement payment method
•
requiring the institution to provide timely information regarding certain oversight
and financial events within 10 days of occurrence
•
may require the institution to submit its financial statement and compliance
audits earlier than the standard timelines
•
may require the institution to provide information about its current operations
and future plans
•
as part of its compliance audit, require its auditor to express an opinion on the
institution's compliance with the requirements under the zone alternative, including the
institution's administration of the payment method under which the institution received
and disbursed Title IV funds.
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If an institution’s composite score is below 1.0, the alternative bases for continued
participation include, for example:
•
operating under Provisional Certification requirements.
•
complying with all the requirements under the Zone Alternative.
•
posting a letter of credit in an amount equal to at least 10% of Title IV Program
funds received in the prior year.
•
complying with additional the DOE monitoring requirements.
On May 14, 2019, USU was granted temporary provisional approval to participate in the
Title IV Programs and had a program participation agreement reapplication date of
December 31, 2020, which it met. As part of the temporary provisional approval, the
DOE informed USU that it must post a letter of credit ("LOC") in the amount of $255,708
based on a failure to meet the audited same day balance sheet requirements that apply
in a change of control. This LOC was funded by USU. On ___, the DOE informed USU
that the LOC was reduced to $9,872. On May 6, 2022, the DOE fully certified USU and
issued a new Program Participation Agreement, effective through December 31, 2025,
thereby removing the provisional status of its participation and releasing the letter of
credit.
On August 22, 2017, the DOE recertified AU to participate in Title IV Programs. On April
16, 2021, the DOE granted provisional certification for a two-year timeframe, and set a
subsequent program participation reapplication date of September 30, 2023. The
application for recertification was submitted on August 16, 2023. Certification continues
month to month until a final decision is made by the DOE.
As part of the NPRM published on May 19, 2023, DOE proposed to add several
additional standards in the financial responsibility regulations. The NPRM established
additional factors that would be viewed by DOE as indicators of an institution’s lack of
financial responsibility. When one of the factors occurs, DOE may seek financial
protection from the institution, most commonly through a letter of credit. As the DOE
indicated in the preamble to the NPRM, “The indicators of a lack of financial
responsibility proposed in this NPRM are events that put an institution at a higher risk of
financial instability and sudden closure. Particular emphasis will be made regarding
events that bring about a major change in an institution’s composite score” and they site
examples of high-risk events such as when an institution is threatened with a loss of
State authorization or loses eligibility to participate in other Federal educational
assistance programs (like VA or DOD educational assistance programs). The package
of proposed financial responsibility rules was completed and published November 1,
2023, with an effective date of July 1, 2024. Highlights of the regulations include:
•
that institutions must submit audit reports by the earlier of 30 days after the
completion of the report or six months after the end of the institution's fiscal year.
Additionally, submitted financial statements must match the fiscal year of return(s)
submitted to the Internal Revenue Service;
•
that institutions must provide documentation on those persons or entities who
have voting or ownership rights;
•
that institutions specify additional events that are deemed to constitute a failure
to meet institutional financial and administrative obligations, including failure to pay Title
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IV credit balances, failure to make debt payments for more than 90 days, failure to make
payroll obligations, or borrowing from employee retirement plans without authorization;
•
that the set of conditions that require an institution to post financial protection
are amended, if applicable, if certain events occur. These mandatory triggers are certain
external events, financial circumstances that may not be reflected in the institution's
regular financial statements, and financial circumstances that are not yet reflected in the
institution's composite score. Some existing mandatory triggers have been modified
while some existing discretionary triggers have been redesignated as mandatory.
Discretionary triggers are external events or financial circumstances that may not appear
in the institution's regular financial statements and are not yet reflected in the institution's
calculated composite score. The DOE has modified some existing discretionary triggers,
redesignated others as mandatory, and added some new discretionary triggers.
•
that after ownership changes, a new section has been added which require
letters of credit, review of new owner financials, and for the first time, DOE will evaluate
the selling school's financial results for its two most recent fiscal years using various
tests. It also gives DOE discretion to require a letter of credit if it believes the transaction
structure places excessive debt on the seller school.
Failure to meet the DOE’s “financial responsibility” requirements, either because we do
not meet the DOE’s financial responsibility standards or are unable to establish financial
responsibility on an alternative basis, would cause us to lose access to Title IV Program
funding or be subject to other consequences. AU and USU are complying with the above
new regulations, including the submission of its first required disclosure by July 22,
2024, and will continue to submit timely disclosures, as applicable, within the 21-day
time limit as required.
Financial Value Transparency/Gainful Employment (FVT/GE). Originally under the
Higher Education Act, only proprietary school educational programs that lead to gainful
employment in a recognized occupation are eligible to participate in Title IV Program
funding. DOE issued final Gainful Employment (“GE”) regulations on October 31, 2014
(“2014 GE Rule”), which went into effect on July 1, 2015. The 2014 GE Rule defines the
requirements that programs at proprietary institutions must meet in order to be
considered a GE program that is eligible for Title IV Program funding. On July 1, 2019,
DOE issued a new final GE Rule. In this publication, the DOE rescinded the entirety of
Subparts Q and R of 34 CFR 668, which included all of the provisions of the 2014 GE
Rule. The effective date of that rule was July 1, 2020, with an option to implement early.
As of June 30, 2020, AU and USU ceased publishing the GE disclosures as they were
no longer required by federal regulation. However, from 2020 to 2024, GE disclosures
were required by a few states and both AU and USU complied with those requirements.
It is possible that these state-required GE disclosures may be eliminated with the
implementation of the July 1, 2024, Financial Value Transparency/Gainful Employment
rules.
Financial Value Transparency/Gainful Employment was one of the topics included in the
2022 negotiated rulemaking. The final rule was published on November 1, 2023, and
became effective July 1, 2024, with the first data component due to the DOE on October
6, 2024, recently moved back to January 15, 2025. Financial value transparency/GE is
comprised of a two-part test where universities must meet both tests. The first test is an
annual debt-to-earnings rate and the second is an earnings premium metric rate. By no
later than June 2025, the DOE intends to issue first rounds of determination, with
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disclosures/consequences as of July 2026 if applicable. Considering the delay in the due
date for the first data component, it is currently unknown if the first rounds of
determination will be issued in June 2025 as intended. AU and USU are working
diligently to comply with all required reporting in a timely manner.
Eligibility and Certification Procedures. Each institution must periodically apply to the
DOE for continued certification to participate in Title IV Programs. Such recertification is
typically required every six years, but may be required earlier, including, but not limited
to, when an institution undergoes a change of control. An institution may come under the
DOE’s review when it expands its activities in certain ways, such as opening an
additional location, adding a new program, or, in certain cases, when it modifies
academic credentials that it offers.
The DOE may place an institution on provisional certification status if it finds that the
institution does not fully satisfy all of the eligibility and certification standards, such as
the requirements for financial responsibility, and in certain other circumstances, such as
when it undergoes a change in ownership and control. The DOE may more closely
review an institution that is provisionally certified if it applies for approval to open a new
location, add an educational program, acquire another school, or make any other
significant change.
In addition, during the period of provisional certification, the institution must comply with
any additional conditions included in its program participation agreement. If the DOE
determines that a provisionally certified institution is unable to meet its responsibilities
under its program participation agreement, it may seek to revoke the institution’s
certification to participate in Title IV Programs with fewer due process protections for the
institution than if it were fully certified. Students attending provisionally certified
institutions remain eligible to receive Title IV Program funds.
On August 22, 2017, the DOE recertified AU to participate in Title IV Programs. On April
16, 2021, the DOE granted provisional certification for a two-year timeframe, and set a
subsequent program participation reapplication date of September 30, 2023. The
application for recertification was submitted on August 16, 2023. Certification continues
month to month until a final decision is made by the DOE. On May 6, 2022, USU was
issued a new program participation agreement and has full certification until December
31, 2025.
As a component of previous negotiated rulemaking sessions, additional certification
rules were completed and published November 1, 2023, with an effective date of July 1,
2024. When re-certifying, the DOE may consider financial responsibility factors and
triggers and if a school had major consumer protection issues; it will consider FVT/GE
calculations. The new regulations include that all programs that prepare students for
occupations must have program accreditation or state licensure to meet those
requirements in the state in which the student is enrolled or where a student attests that
they intend to seek employment. If it does not meet these criteria, the school must stop
enrolling in that state. The new regulations also require an institution to provide an
official transcript for all credit earned for payment periods in which a student received
Title IV or HEA funds, and for which all charges were paid at the time requested. The
new regulations prohibit institutions from making policies and procedures to encourage
or condition institutional aid or other student benefits in a manner that induces a student
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to limit the amount of federal aid that the student receives. Other expanded conditions
that the Secretary may apply to provisionally certified institutions include requiring an
institution to:
•
submit a teach-out plan to the Department, state, accreditor;
•
release holds on student transcripts;
•
limit addition to new programs or locations;
•
restrict the rate of new enrollment;
•
restrict providing a teach-out on behalf of another institution;
•
meet additional reporting requirements; and
•
hire a monitor.
AU and USU reviewed their current policies and procedures and made needed
adjustments to comply with these regulations.
Other Federal Regulatory Impacts
Distance Education. We primarily offer our existing degree and certificate programs via
Internet-based telecommunications from our headquarters in Arizona and California.
Under the HEA, an accreditor that evaluates institutions offering distance education
must require such institutions to have processes through which the institution
establishes that a student who registers for a distance education program is the same
student who participates in and receives credit for the program.
The July 2020 Regulations governing state authorization require Title IV Program
institutions, like ours, that offer postsecondary education through distance education to
students in a state in which the institution is not physically located, or in which it is
otherwise subject to state jurisdiction as determined by that state, to meet any state
requirements to offer postsecondary education to students who are located in that state.
Institutions may meet the authorization requirements by obtaining such authorization
directly from any state that requires it or through a state authorization reciprocity
agreement, such as SARA, where applicable.
AU has secured full approval, exemption, or has determined approval is not required, in
43 states, while 5 additional states allow our currently enrolled students to continue
while applications are under review or in process. Students in these states represent
over 99% of the current student body. USU is currently authorized to offer one or more
programs in 44 states and is in the application development process with 4 additional
states.
Regulations governing distance education, effective as of July 1, 2021, included new
definitions for regular and substantive student and faculty interaction, the definition of
faculty, and other aspects of the administration of a distance education program. These
are key requirements for distance education program students to retain access to Title
IV funds. The AU and USU assessed the amended regulations and determined that
material changes to their delivery methodology and processes were not necessary.
Third-Party Servicers. DOE regulations permit an institution to enter into a written
contract with a third-party servicer for the administration of any aspect of the institution’s
participation in Title IV Programs. The third-party servicer must, among other
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obligations, comply with Title IV Program requirements and be jointly and severally liable
with the institution to the Secretary of Education for any violation by the servicer of any
Title IV Program provision. An institution must report to the DOE new contracts with or
any significant modifications to contracts with third-party servicers as well as other
matters related to third-party servicers. AU contracts with a third-party servicer which
performs certain activities related to our participation in Title IV Programs. If our third-
party servicer does not comply with applicable statutes and regulations including the
Higher Education Act, we may be liable for their actions, and we could lose our eligibility
to participate in Title IV Programs.
Return of Title IV Program Funds. Under the DOE’s return of funds regulations, when a
student withdraws, an institution must return unearned funds to the DOE in a timely
manner. An institution must first determine the amount of Title IV Program funds that a
student “earned.” If the student withdraws during the first 60% of any period of
enrollment or payment period, the amount of Title IV Program funds that the student
earned is equal to a pro rata portion of the funds for which the student would otherwise
be eligible. If the student withdraws after the 60% threshold, then the institution has
earned 100% of the Title IV Program funds. The institution must return to the appropriate
Title IV Programs any unearned Title IV Program funds no later than 45 days after the
date of the institution’s determination that a student withdrew. If such payments are not
timely made, an institution may be subject to adverse action, including being required to
submit a letter of credit equal to 25% of the refunds the institution should have made in
its most recently completed fiscal year. Under the DOE regulations, late returns of Title
IV Program funds for 5% or more of students sampled in the institution’s annual
compliance audit or a DOE program review constitutes material non-compliance with the
Title IV Program requirements and may result in the posting of a letter of credit.
Subsequent to a compliance audit for Fiscal Year 2023, AU recognized that it had not
fully complied with all requirements for calculating and making timely returns of Title IV
funds and was required to maintain a letter of credit in the amount of $88,002 as a result
of this finding. On April 19, 2024, the letter of credit was provided to the DOE by AU. The
compliance audit for Fiscal Year 2024 resulted in an unqualified opinion in compliance
with all requirements for calculating and making timely returns of Title IV funds.
The “90/10 Rule.” A requirement of the Higher Education Act commonly referred to as
the “90/10 Rule,” applies only to “proprietary institutions of higher education.” An
institution is subject to loss of eligibility to participate in the Title IV Programs if it derives
more than 90% of its revenues (calculated on a cash basis and in accordance with a
DOE formula) from Title IV Programs for two consecutive fiscal years. An institution
whose rate exceeds 90% for any single fiscal year will be placed on provisional
certification for at least two fiscal years and may be subject to other conditions specified
by the Secretary of Education.
The 90/10 Rule was recently changed as part of the American Rescue Plan Act of 2021
(“ARP”), and new regulations to implement the changes became effective on July 1,
2023. Under a provision in ARP, the HEA was modified to change the formula from
counting only Title IV program funds on the “90 side” to include instead all ‘‘federal funds
that are disbursed or delivered to or on behalf of a student to be used to attend such
institution” or collectively “federal education assistance funds.” This is a substantial
change, because all federal funds, including Veterans Education benefits, Department of
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Defense Military Tuition Assistance program, and the federal-funded portion of any
Workforce Innovation and Opportunity Act and Trade Adjustment Assistance, is also
included in the new definition of federal education assistance.
For the fiscal year ended April 30, 2024, 19.20% of Aspen’s revenue and 23.21% of
USU’s revenue were derived from Title IV and other Federal Programs.
Student Loan Defaults. Under the Higher Education Act, an education institution may
lose its eligibility to participate in some or all of the Title IV Programs if defaults on the
repayment of Direct Loan Program loans by its students exceed certain levels. For each
federal fiscal year, a rate of student defaults (known as a “cohort default rate”) is
calculated for each institution with 30 or more borrowers entering repayment in a given
federal fiscal year by determining the rate at which borrowers who become subject to
their repayment obligation in that federal fiscal year default by the end of the following
two federal fiscal years. For such institutions, the DOE calculates a single cohort default
rate for each federal fiscal year that includes in the cohort all current or former student
borrowers at the institution who entered repayment on any Direct Loan Program loans
during that year.
If an institution’s cohort default rate equals or exceeds 30% in any single year, the
institution may be placed on provisional certification status. Provisional certification does
not limit an institution’s access to Title IV Program funds; however, an institution with
provisional status is subject to closer review by the DOE, oftentimes including certain
growth limitations, and may be subject to summary adverse action if it violates Title IV
Program requirements. If an institution’s default rate exceeds 40% for one federal fiscal
year, the institution may lose eligibility to participate in some or all Title IV Programs.
AU’s current official 3-year cohort default rates are as follows: FY 2021 (0%); FY2020
(0%), and FY2019 (0.4%). USU’s current official 3-year cohort default rates are as
follows: FY2021 (0%), FY2020 (0%), and FY2019 (1.2%). These rates are significantly
below both the Proprietary-4 years+ and the national default rates.
Incentive Compensation Rule. As a part of an institution’s program participation
agreement with the DOE and in accordance with the HEA, an institution may not provide
any commission, bonus or other incentive payment to any person or entity engaged in
any student recruitment, admissions or financial aid awarding activity based directly or
indirectly on success in securing enrollments or financial aid. Failure to comply with the
incentive payment rule could result in termination of participation in Title IV Programs,
limitation on participation in Title IV Programs, or financial penalties. AGI believes its
schools are in compliance with the Incentive Compensation Rule (the “IC Rule”).
In recent years, other postsecondary educational institutions have been named as
defendants in whistleblower lawsuits, known as “qui tam” cases, brought by current or
former employees pursuant to the Federal False Claims Act, alleging that their
institution’s compensation practices did not comply with the IC Rule. A qui tam case is a
civil lawsuit brought by one or more individuals, referred to as a relator, on behalf of the
federal government for an alleged submission to the government of a false claim for
payment. The relator, often a current or former employee, is entitled to a share of the
government’s recovery in the case, including the possibility of treble damages. A qui tam
action is always filed under seal and remains under seal until the government decides
whether to intervene in the case. If the government intervenes, it takes over primary
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control of the litigation. If the government declines to intervene in the case, the relator
may nonetheless elect to continue to pursue the litigation at his or her own expense on
behalf of the government. Any such litigation could be costly and could divert
management’s time and attention away from the business, regardless of whether a claim
has merit.
In 2022, the U.S. Government Accountability Office (the “GAO”) released a report finding
that the DOE has inadequately enforced the current ban on incentive payments. In
response, the DOE has undertaken to increase its enforcement efforts by, among other
approaches, strengthening procedures provided to auditors reviewing institutions for
compliance with the IC Rule and updating its internal compliance guidance in light of the
GAO findings.
Code of Conduct Related to Student Loans. As part of an institution’s program
participation agreement with the DOE, the HEA requires that institutions that participate
in Title IV Programs adopt a code of conduct pertinent to student loans. For financial aid
officers or other employees who have responsibility related to education loans, the code
must forbid, with limited exceptions, gifts, consulting arrangements with lenders, and
advisory board compensation other than reasonable expense reimbursement. The code
also must ban revenue-sharing arrangements, “opportunity pools” that lenders offer in
exchange for certain promises, and staffing assistance from lenders. The institution must
post the code prominently on its website and ensure that its officers, employees, and
agents who have financial aid responsibilities are informed annually of the code’s
provisions. Aspen has adopted a code of conduct under the HEA which is posted on its
website. In addition to the code of conduct requirements that apply to institutions, HEA
contains provisions that apply to private lenders, prohibiting such lenders from engaging
in certain activities as they interact with institutions. Failure to comply with the code of
conduct provision could result in termination of our participation in Title IV Programs,
limitations on participation in Title IV Programs, or financial penalties.
Misrepresentation. The HEA and current regulations authorize the DOE to take action
against an institution that participates in Title IV Programs for any “substantial
misrepresentation” made by that institution regarding the nature of its educational
program, its financial charges, or the employability of its graduates. The DOE
regulations define “substantial misrepresentation” to cover additional representatives of
the institution and additional substantive areas and expands the parties to whom a
substantial misrepresentation cannot be made. The regulations also augment the
actions the DOE may take if it determines that an institution has engaged in substantial
misrepresentation, which include revoking an institution’s program participation
agreement or imposing limitations on an institution’s participation in Title IV Programs.
Substantial misrepresentation also serves as one of the bases on which a student can
file for a federal loan discharge under the Borrower Defense to Repayment rules,
discussed below.
Credit Hours. The Higher Education Act and current regulations use the term “credit
hour” to define an eligible program and an academic year and to determine enrollment
status and the amount of Title IV Program aid an institution may disburse for particular
programs. There are different regulatory definitions for a credit hour for degree and non-
degree programs that do not transfer to a degree. Recently, both Congress and the DOE
have increased their focus on institutions’ policies for awarding credit hours. The credit
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value for degree program courses is generally monitored by an institution’s accreditor.
The DOE regulations contain specific formulas for Title IV eligible credits for non-degree
programs that do not transfer to a degree. DOE regulations define the term “credit hour”
in terms of a certain amount of time in class and outside class, or an equivalent amount
of work. If the DOE determines that an institution is out of compliance with the credit
hour definition, the DOE could require the institution to repay the incorrectly awarded
amounts of Title IV Program aid. In addition, if the DOE determines that an institution
has significantly overstated the amount of credit hours assigned to a program, the DOE
may fine the institution, or limit, suspend, or terminate its participation in the Title IV
Programs.
New rules relating to credit and clock hours, as well as distance education became
effective on July 1, 2021. The Final Rule modified the credit hour formula and calculation
of credit hours for programs that do not lead to a degree or are fully transferable to a
degree program. AU and USU do not provide Title IV funding to students in non-degree
programs that would be subject to this rule change. The rules did not change the method
of determining the credit value of courses offered at AU and USU.
Compliance Reviews. We are subject to announced and unannounced compliance
reviews and audits by various external agencies, including the DOE, its Office of
Inspector General, state licensing agencies, and accrediting agencies. As part of the
DOE’s ongoing monitoring of institutions’ administration of Title IV Programs, the HEA
and the DOE regulations require institutions to submit annually a compliance audit
conducted by an independent certified public accountant in accordance with
Government Auditing Standards and applicable audit standards of the DOE, which were
updated effective for fiscal years beginning after January 1, 2023 (which supersedes the
2016 version). In addition, to enable the DOE to make a determination of financial
responsibility, institutions must annually submit audited financial statements prepared in
accordance with the DOE regulations. Furthermore, the DOE regularly conducts
program reviews of education institutions that are participating in the Title IV Programs,
and the Office of Inspector General of the DOE regularly conducts audits and
investigations of such institutions.
On January 6, 2023, AU received notice from the DOE that an off-site program review
would begin on February 13, 2023, related exclusively to the Bachelor of Science in
Nursing (Pre-licensure) degree program. The review is designed to assess the AU’s
administration of the Title IV, HEA programs in which it participates, covering the 2021-
2022 and 2022-2023 award years. Aspen provided requested documentation in a timely
manner in a variety of areas. As of the date of issuance of this report, the review is no
longer ongoing and the AU awaits a final determination.
Potential Effect of Regulatory Violations. If we fail to comply with the regulatory
standards governing Title IV Programs, the DOE could impose one or more sanctions,
including transferring the non-complying school to the reimbursement or cash monitoring
system of payment, seeking to require repayment of certain Title IV Program funds,
requiring AU or USU to post a letter of credit in favor of the DOE as a condition for
continued Title IV certification, taking emergency action against us, referring the matter
for criminal prosecution or initiating proceedings to impose a fine or to limit, condition,
suspend or terminate our participation in Title IV Programs. In addition, the failure to
comply with the Title IV Program requirements by one institution could increase DOE
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scrutiny of the other institution and could impact the other institution’s participation in
Title IV Programs.
We also may be subject, from time to time, to complaints and lawsuits relating to
regulatory compliance brought not only by our regulatory agencies, but also by other
government agencies and third parties, such as state attorneys general, federal and
state consumer protection agencies, present or former students or employees and other
members of the public.
Restrictions on Adding Educational Programs. State requirements and accrediting
agency standards may, in certain instances, limit our ability to establish additional
educational programs. Many states require approval before institutions can add new
programs under specified conditions. The Arizona Board, the Florida Commission, the
Texas Board, the Tennessee Commission, and the California Bureau, institutional or
programmatic accreditors and other state educational regulatory agencies that license,
accredit, exempt, or authorize AU and USU and their programs may require institutions
to notify them in advance of implementing new programs, and upon notification, may
undertake a review of the institution’s licensure, accreditation or authorization.
On August 22, 2017, the DOE recertified AU to participate in Title IV Programs. On April
16, 2021, the DOE granted provisional certification for a two-year timeframe, and set a
subsequent program participation reapplication date of September 30, 2023. The
application for recertification was submitted on August 16, 2023. Certification continues
month to month until a final decision is made by the DOE. On May 6, 2022, USU was
issued a new program participation agreement and has full certification until December
31, 2025.
In the future, the DOE may impose terms and conditions in any program participation
agreement that it may issue, including growth restrictions or limitations on the number of
students who may receive Title IV Program aid. The institution may also be required to
provide certifications to the DOE signed by a senior administrative official attesting that
the new program meets certain accreditation and state licensure requirements.
DEAC and WSCUC require pre-approval of new courses, programs, and degrees that
are characterized as a “substantive change.” An institution must obtain written notice
approving such change before it may be included in the institution’s scope of
accreditation. An institution is further prohibited from advertising or posting on its website
information about the course or program before it has received approval. The process
for obtaining approval generally requires submission of a report and course materials
and may require a follow-up on-site visit by an examining committee.
Borrower Defense to Repayment (“BDTR”). In 1993 when the Direct Loan Program was
created, DOE included a provision in statute allowing a borrower to claim a defense to
repayment based on the acts or omissions of the institution. That was followed by a very
simple regulation to implement it, effective in 1995, that indicated the borrower’s defense
must be based on the institution’s act or omission giving rise to a state law claim that
would support that defense. In 2015, following the collapse of Corinthian Colleges, DOE
entered into a negotiated rulemaking, which resulted in a new BDTR Rule, published on
November 1, 2016. That final rule (“2016 BDTR Rule”) specified the acts or omissions of
an institution that a borrower may assert as a defense to repayment of a loan made
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under the Direct Loan Program and the consequences of such borrower defenses for
borrowers, institutions, and the DOE. Under the regulation, for Direct Loans disbursed
after July 1, 2017, a student borrower may assert a defense to repayment if: (1) the
student borrower obtained a state or federal court judgment against the institution; (2)
the institution failed to perform on a contract with the student; and/or (3) the institution
committed a “substantial misrepresentation” on which the borrower reasonably relied to
his or her detriment.
These defenses were asserted through claims submitted to the DOE, and the DOE has
the authority to issue a final decision in which it may discharge all or part of a borrower's
Direct Loan. In addition, the regulation permitted the DOE to grant relief to an individual
or group of individuals, including individuals who have not applied to the DOE seeking
relief. If a defense was successfully raised, the DOE had discretion to initiate action to
collect from an institution the amount of losses incurred based on the borrower defense
discharge.
On June 16, 2017, the DOE announced its intent to convene a negotiated rulemaking
committee to develop new and different proposed regulations related to borrower
defense to replace the 2016 BDTR Rule and to address certain other related matters.
The DOE published the amended final BDTR Rule on September 23, 2019 (the “2019
BDTR Rule”), with an effective date of July 1, 2020. The amended rule made substantial
changes to the 2016 Rule. The 2019 BDTR Rule again changes the basis under which a
student can make a BDTR claim for loans disbursed after July 1, 2020, limiting it from
the three bases in the 2016 BDTR Rule to only one basis in the 2019 BTDR Rule:
misrepresentation upon which a borrower reasonably relied, and which resulted in
financial harm to the borrower. The 2019 BTDR Rule also removes the group claim
option, and instead relies on individual evaluation of borrower’s claims; however, as was
the case with the 2016 Rule, the DOE can still initiate an action against the institution to
recoup its losses for discharged loans.
The DOE has begun aggressively pursuing resolution of hundreds of thousands of
BDTR claims, granting billions in loan discharges. This has proven quite difficult for
institutions as the applicable regulation varies depending on the date of disbursement of
the loan for which discharge is sought. Thus, any borrower applicant, depending on their
dates of enrollment and when loans were disbursed, could have their claim reviewed
under three different versions of the BDTR regulation. In the midst of this, the DOE was
sued in Sweet v. Cardona (formerly Sweet v DeVos) over the slow processing and
denials of hundreds of thousands of BDTR claims that had been pending with DOE for
years. As part of that matter, DOE agreed to settle through borrower discharge almost
300,000 loans amounting to more than $6 billion but admitted that these discharges
were not completed in compliance with the applicable BDTR Rules, which will make any
recovery from institutions extremely difficult for DOE.
Meanwhile, DOE also included BDTR in its 2021/2022 regulatory agenda, and following
negotiated rulemaking, issued a final rule on November 1, 2022, which became effective
on July 1, 2023 (“2023 BDTR Rule”). The 2023 BDTR Rule reinstitutes the group claim
process; allows for BDTR claims to be filed by legal aid organizations and state
agencies; assumes all members of a group are impacted equally; grants only full relief,
no partial discharges; reduces due process safeguards for institutions, especially during
the claim adjudication process; allow claims at any time without statutes of limitations;
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and adds additional bases under which a borrower can make a BDTR claim to include
"substantial" misrepresentation; "substantial" omission of fact; breach of contract;
aggressive recruitment; or a State or Federal judgment, or final Department action
against an institution that relates to conduct that could give rise to a borrower defense
claim. The new rule is focused on making the process for borrowers to seek discharge
more streamlined; but in so doing, DOE has also exponentially increased the likelihood
of mass discharges, for which it will seek recoupment from the institution. On August 1,
2023, an injunction against the 2023 BDTR Rule was filed in the U.S. Court of Appeals
for the Fifth Circuit. The injunction does not prevent a borrower from filing a claim to
seek discharge or the DOE from seeking recoupment from an institution. Both AU and
USU were presented with BDTR claims by the DOE and responded to them timely. Both
await final determinations.
Change in Ownership Resulting in a Change of Control. In addition to school
acquisitions, other types of transactions can also cause a change of control. The DOE,
accrediting agencies, and most state education agencies, all have standards pertaining
to the change of control of schools, but those standards are not uniform. The DOE
regulations describe some transactions that constitute a change of control, including the
transfer of a controlling interest in the voting stock of an institution or the institution’s
parent corporation. The DOE regulations provide that a change of control of a publicly-
traded corporation occurs in one of two ways: (i) if there is an event that would obligate
the corporation to file a Current Report on Form 8-K with the Securities and Exchange
Commission, or the SEC, disclosing a change of control or (ii) if the corporation has a
shareholder that owns at least 25% of the total outstanding voting stock of the
corporation and is the largest shareholder of the corporation, and that shareholder
ceases to own at least 25% of such stock or ceases to be the largest shareholder. A
significant purchase or disposition of our voting stock could be determined by the DOE
to be a change of control under this standard. Many states include the sale of a
controlling interest of common stock in the definition of a change of control requiring
approval. A change of control under the definition of one of these agencies would
require us to seek approval of the change in ownership and control to maintain our
accreditations, state authorization or licensure. The requirements to obtain such
approval from the states and our accrediting agencies vary widely. In some cases,
approval of the change of ownership and control cannot be obtained until after the
transaction has occurred.
When a change of ownership resulting in a change of control occurs at a for-profit
institution, the DOE applies a different set of financial tests to determine the financial
responsibility of the institution in conjunction with its review and approval of the change
of ownership. The institution generally is required to submit an audited same-day
balance sheet reflecting the financial condition of the institution or its parent corporation
immediately following the change in ownership. The institution’s same-day balance
sheet must demonstrate an acid test ratio of at least 1:1, which is calculated by adding
cash and cash equivalents to current accounts receivable and dividing the sum by total
current liabilities (and excluding all unsecured or uncollateralized related party
receivables). The same-day balance sheet must also demonstrate positive tangible net
worth. If the institution does not satisfy either of these requirements, the DOE may
condition its approval of the change of ownership on the institution’s agreeing to post a
letter of credit, provisional certification, and/or additional monitoring requirements, as
described in the above section on Financial Responsibility, including change of
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ownership regulations that went into effect July 1, 2024. As part of the change of control
of USU, in addition to being granted provisional approval to participate in the Title IV
Programs, the DOE informed USU that it must post a letter of credit in the amount of
$255,708 based on a failure to meet the audited same day balance sheet requirements
that apply in a change of control. This LOC was funded by USU. On ___, the DOE
informed USU that the LOC was reduced to $9,872. On May 6, 2022, the DOE fully
certified USU and issued a new Program Participation Agreement, effective through
December 31, 2025, thereby removing the provisional status of its participation and
releasing the letter of credit.
A change of control also could occur as a result of future transactions in which the
Company is involved. Some corporate reorganizations and some changes in the
composition of the Board are examples of such transactions. Moreover, the potential
adverse effects of a change of control could influence future decisions by us and our
shareholders regarding the sale, purchase, transfer, issuance or redemption of our
stock. In addition, the regulatory burdens and risks associated with a change of control
also could discourage bids for our shares of common stock and could have an adverse
effect on the market price of our shares. The time required for the DOE to act on a
change in ownership and control application may vary substantially. In some such recent
transactions, institutions have experienced extensive delays in this review process, in
some cases exceeding 18-24 months.
Clery Act. Both USU and AU publish the required Annual Crime and Security Reports to
comply with the requirements of the federal Jeanne Clery Disclosure of Campus
Security Policy and Campus Crime Statistics Act (“Clery Act”). USU publishes separate
reports for its San Diego, CA and Phoenix, AZ locations; and Aspen publishes separate
reports for its Denver, CO; Austin, TX; Phoenix, AZ; Tampa, FL, and Nashville, TN
locations, and for all locations in October 2023. Both universities are committed to
providing students, faculty, staff, and guests a safe and secure environment. The reports
identify policies and procedures for security and crime prevention, substance abuse,
sexual misconduct/harassment (Title IX), and emergency response and evacuation.
Title IX. On May 6, 2020, the DOE issued a new final rule regarding Title IX which
substantially changes institutions’ responsibilities in responding to sexual harassment
and sexual assault. The new rule became effective on August 14, 2020, and USU and
AU made necessary changes to their policies and procedures to maintain compliance.
The Biden Administration indicated early on that it planned to make updates to the Title
IX regulations a priority item. The proposed rule was submitted to OIRA/OMB in
February 2022, and an unofficial version was published on June 23, 2022, the 50th
anniversary of the original passage of the law. On May 26, 2023, DOE published a
status update indicating its intent to publish the new Title IX regulations in October 2023.
Because Title IX regulations are not subject to the Master Calendar that governs Title IV
regulations, the updated final rule on Title IX became effective on August 1, 2024. The
new regulations broaden the definition of sexual harassment to include a wider range of
behaviors, including, for example, harassment that occurs in any educational program or
activity regardless of whether it happens on- or off- campus. The new regulations
changed procedures for reporting and investigating complaints of sexual harassment
and misconduct, as well as requiring the school to offer support measures, such as
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counseling and academic accommodations. Other changes include offering required
preventative programs for students and staff; changes to the hearing process;
expanding protected class to gender, identity, and sexual orientation; and expanded
supportive measures for pregnancy and post-partum. In June 2024, several states filed
an injunction regarding the Title IX regulatory changes in the U.S. Court of Appeals for
the 5th Circuit and in the U.S. Court of Appeals for the 6th Circuit. As a result, the case
has been enjoined to the U.S. Supreme Court, as 26 states have now signed onto the
lawsuit. Currently, AU and USU are required to address a Title IX complaint according to
the state regulations in which the student resides. We are unclear of the effect a change
in the federal Administration may have on these Title IX regulations.
U.S. Departments of Defense and Veterans Affairs. The U.S. Department of Defense
and the U.S. Department of Veterans Affairs (the “VA”) regulate our participation in the
military’s tuition assistance program and the VA’s veterans’ education benefits program,
respectively. The laws, regulations, standards and policies of these agencies cover the
vast majority of our operations, including our educational programs, facilities,
instructional and administrative staff, administrative procedures, marketing, recruiting,
financial operations and financial condition. These regulatory requirements can also
affect our ability to add new or expand existing educational programs and to change our
corporate structure and ownership.
On March 15, 2022, AU and USU were each randomly selected by the U.S. Department
of Defense for its Voluntary Education (VolEd) Institutional Compliance Program (ICP).
Both universities engaged in training and self-assessment; received a feedback report;
produced a corrective action plan, and remediated evidence due January 25, 2023. On
February 7, 2023, the universities received confirmation that the review process was
completed successfully with no further action required.
On December 11, 2023, the Arizona Department of Veterans’ Services, Arizona State
Approving Agency (SAA), notified AU that it intended to conduct a Risk-Based Survey of
the university. The purpose of a risk-based survey is to advise the university of the laws
and regulations governing its existing program approval and to review any potential
areas of risk that could hinder its success. AU submitted the required Pre-Survey List of
Required Action Items on January 12, 2024, which included documentation from most
operational areas of the university, and it underwent an onsite visit on March 21, 2024,
for which it received a Final Report on April 30, 2024, requiring the university to address
remaining documentation questions and continue to provide updates to the VA on the
DEAC Show Cause Directive. AU submitted its Response to the Final Report on May 1,
2024, addressing the remaining documentation questions. AU awaits final disposition.
AU has continued to update the VA concerning its status with DEAC as required.
On August 9, 2024, the U.S. Department of Veterans Affairs notified USU of its 2024
Fiscal Year Compliance Survey to be conducted on-site at USU on August 23, 2024.
The survey included review of facilities and select student records, among other things.
The surveyor completed the review, finding that USU meets VA regulations as they
pertain to VA education benefits.
Update to Telemarketing and Agency Rules. New regulations related to the Telephone
Consumer Protection Act, amended and effective as of March 24, 2024, require schools
to obtain prior express written consent that is clear and conspicuous to place calls/texts
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that constitute "telemarketing," which means the "initiation of a telephone call or
message for the purpose of encouraging the purchase of goods or services." Examples
include schools contacting prospective students about interest in degree programs and
enrolling current students in advanced degree programs. It also requires schools to
verify the national do-not-call registry before calling students.
Effective May 15, 2024, the Federal Trade Commission's (FTC) new record-keeping
requirement, among others, requires schools to maintain records for 5 years (an
increase from 2 years), which includes unique campaigns, scripts, brochures,
advertisements, promotions, detailed records for each telemarking call, records of
consent obtained, and do-not-call records.
The Federal Communications Commission's (FCC) new consent rule regarding one-to-
one consent, effective January 26, 2025, requires schools to obtain prior written consent
from the individual, which impacts lead generator transfers to their marketing affiliates.
The FCC’s additional new rule “revocation of consent” means that schools cannot limit
the methods by which students may revoke consent to receive calls or texts and allows
revocation via "any reasonable method."
AU and USU have reviewed their policies and procedures to ensure compliance with
these new regulations.
Current Regulatory Matters
On February 1, 2023, AGI received notification that AU had been issued a Show Cause
Directive by DEAC requiring AU to prove why its current accreditation should not be
withdrawn and to require AU to undergo a special visit by a team of DEAC evaluators.
Show Cause is an enforcement action focused on specific areas of perceived non-
compliance to which Aspen must respond through narrative, documentation, and other
evidence within the specific remediation timeframe.
DEAC informed AU that certain areas of concern raise serious questions as to AU’s
ongoing compliance with DEAC Accreditation Standards III.D., V.A., X.B., XI.E., and
DEAC Procedures under Part Two, Section XVII.E, including curricula and instructional
materials; student achievement; reputation; operations; and notifications. These called
into question AU’s organizational integrity, administrative capacity, and ability to serve
students in a manner that complies with DEAC standards. The letter also required the
University to submit certain information to DEAC prior to February 16, 2023, and to
constituents within seven business days, and permitted continuance of DEAC’s
monitoring of monthly financial reports.
AU provided multiple regulatory bodies with requested records and data and AU
complied with the DEAC’s continued oversight through the show cause period. During
the show cause remediation period, AU remained fully accredited. DEAC expected
Aspen to submit its response to the Show Cause Directive on May 19, 2023, which it
submitted timely, and conducted a site visit on June 13, 2023. Aspen received the
Chair’s Report on August 8, 2023, and responded to it timely on September 8, 2023.
On September 7, 2023, Aspen received notification from DEAC that it had expanded the
original Show Cause Directive’s focus on Standard XI.E to include all of Standard XI due
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to a heightened concern with fiscal resources and management. AU provided additional
related information by October 4, 2023, and again during the full reaccreditation site visit
on October 19, 2023. AU received the Chair's Report on February 6, 2024, and
submitted its Response on March 6, 2024. Aspen was noticed on April 25, 2024, that the
Show Cause Directive would be reviewed at the June 2024 Commission meeting and
that action on its application for reaccreditation will be deferred until January 2025.
Additional requested information due June 1, 2024, and September 30, 2024 was
submitted timely. Remaining information related to the reaccreditation process is due
December 1, 2024.
On July 19, 2024, Aspen was noticed that the Show Cause Directive had been vacated
by DEAC at its June 21, 2024, meeting.
On February 8, 2023, AU received notification from the DOE that effective February 7,
2023, the DOE had placed AU on Heightened Cash Management 2 (“HCM2”). The letter
from the DOE stated that the DOE acted in response to the Show Cause Directive from
DEAC. Under the HCM2 method of payment, AU continued to obligate funds under the
federal student financial assistance programs authorized by Title IV of HEA. Heightened
Cash Monitoring is a step that the DOE can take with institutions to provide additional
oversight for a number of financial or federal compliance issues. A school placed on
HCM2 no longer receives funds under the Advance Payment Method. After a school on
HCM2 makes disbursements to students from its own institutional funds, a
Reimbursement Payment Request must be submitted for those funds to the DOE.
Reimbursement payments could be delayed if the DOE has findings upon review of
reimbursement files. AU received reimbursement for eight (8) claims it processed under
the HCM2 Payment Method.
On August 16, 2024, AU was notified by the DOE that it had transferred the university to
the HCM1 payment method which requires that the university continue to make
disbursements to students from its own institutional funds but provides the ability to
submit disbursement records to the DOE and immediately draw down FSA funds to
cover those disbursements in the same way as a school on the Advance Payment
Method.
On February 20, 2023, AU entered into a 3rd revised Stipulated Agreement with the
Arizona State Board for Private Postsecondary Education which requested transcripts
from 1985-2019 and an institutional teach-out plan as well as increased monthly
financial reporting requirements. Other requirements from the October 2022 Stipulated
Agreement were carried forward to this revised agreement, including the $5.5M bond
requirement. The revised agreement was in response to the Show Cause Directive from
the Distance Education Accrediting Commission on February 1, 2023, discussed above.
On December 18, 2023, AU entered into a 4th Amended Stipulated Agreement with the
Arizona State Board for Private Postsecondary Education which lowered the bond
requirement to $2.5M. Other requirements from the February 2023 revised Stipulated
Agreement were carried forward to this revised agreement. On November 13, 2024, the
Arizona State Board for Private Postsecondary Education provided an Order Amending
the 4th Amended Stipulated Agreement that further reduced the bond to $500,000 and
adjusted or eliminated other reporting requirements.
In March 2022, AU agreed to a disciplinary probation of its pre-licensure nursing
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program, including suspension of new student admissions and a requirement to meet
the Arizona State Board of Nursing’s 80% minimum NCLEX-RN first-time pass rate in
2022. By September 2022, the University recognized it would not be able to meet the
80% pass rate and signed a Revised Consent Agreement with the Arizona State Board
of Nursing that provided the program with two years to complete a "teach out" of existing
students, meaning that the existing students would be able to complete the program.
The agreement also contained an option for the Board to terminate the agreement early
if the program "fails to provide minimum instruction and learning opportunities, including
clinical opportunities, to meet basic standards of educational practice and legal
requirements." If the Arizona State Board of Nursing found that to be the case, it could
provide a minimum 10-day notice to the University, after which it could determine that
the voluntary surrender is immediately in effect.
On February 23, 2023, the Arizona State Board of Nursing informed the University of its
intent to lift the stay of voluntary surrender. Board members expressed concerns
regarding public safety and student safeness to practice on exit from the program,
including concerns that the program was failing to provide minimum instruction as
students were continuing to struggle with passing their NCLEX-RN exam the first time,
failing to meet basic standards of educational practice by inadequately ensuring the
integrity and proctoring of exams, and improperly using students' work hours to count as
clinical hours and counting clinical hours when the students were not in the facilities.
Aspen disputed all of these concerns except the one related to the NCLEX-RN first-time
pass rate.
It was Aspen’s position that a decision by the Board to conduct such a vote to lift the
stay at its scheduled March 2023 meeting would be a breach of the September 2022
Consent Agreement, a breach of the covenant of good faith and fair dealing, and cause
Aspen irreparable harm. The lifting of the stay would have closed the program
immediately and affected almost 400 students across four states. On March 23, 2023,
AU and the Arizona State Board of Nursing signed an Amendment to the September
2022 Consent Agreement that permitted the teach-out of the program with heightened
oversight and reporting. The University hired a Consultant and additionally an
Ombudsperson to oversee critical aspects of the program in Arizona including testing
and clinical practices. The signed Amendment permitted the Arizona-based students to
be taught out through January 2024, Nashville-based students through May 2024, and
Texas- and Florida-based students through September 2024. The Arizona Board of
Nursing was formally noticed that the teach-out was complete at its September 20, 2024
meeting.
On March 27, 2023, United States University received a request for information from
WSCUC regarding information on the current financial and operational status of the
university due to both AGI’s delisting from NASDAQ and AU's Show Cause Directive
from DEAC. USU provided the required information timely on April 4, 2023. WSCUC
subsequently requested quarterly updates for the remainder of 2023. Updates were sent
on June 30, 2023, September 29, 2023, and December 15, 2023. WSCUC requested
and received a final update on June 30, 2024.
The Company continues to work with internal and external personnel to cooperate and
advocate with regulatory agencies in an effort to resolve the foregoing and other
regulatory developments affecting its business.
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The teach out of its BSN Pre-licensure program was completed in September 2024, and
the Company is now focusing its efforts on increasing enrollment in AU’s post-licensure
nursing degree programs and in USU’s Family Nurse Practitioner degree program,
among others.
6.
an estimate of the amount spent during each of the last two fiscal years on
research and development activities, and, if applicable, the extent to which the
cost of such activities were borne directly by customers;
Answer: Fiscal 2024 estimated R&D expenditures were $1,124,649
Fiscal 2023 estimated R&D expenditures were $1,363,410
7.
costs and effects of compliance with environmental laws (federal, state and
local); and
Answer: None
8.
the number of total employees and number of full-time employees.
Answer: As of April 30, 2024 the Company had 220 full time employees and 550
part-time adjunct professors.
For issuers engaged in mining, oil and gas production and real estate activities, substantial
additional disclosure of the issuer’s business is required. Contact OTC Markets Group for
more information.
Item 9
The nature of products or services offered.
In responding to this item, please describe the following so that a potential investor can clearly
understand the products and services of the issuer:
A.
principal products or services, and their markets;
Answer:
Aspen Post-licensure online nursing programs
Aspen is an Industry-leader in nursing education that leverages a sophisticated
technological infrastructure and unparalleled expertise to provide affordable, debt-
minimizing education through lower tuition costs and monthly payment plans. Aspen’s
comprehensive learning programs include Associate’s, Bachelor’s, Master’s, and
Doctoral degree programs that span multiple programs of study with a concentrated
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focus on nursing, representing 82% of students. Asynchronous-synchronous on-line
delivery model creates a differentiated experience for learners requiring additional
flexibility.
USU Master of Science in Nursing-Family Nurse Practitioner (MSN-FNP)
USU offers a number of nursing degree programs and other degree programs in health
sciences, business & technology and education. Its primary enrollment program is its
MSN-FNP which is designed for BSN-prepared registered nurses who are seeking a
Nurse Practitioner license. The MSN-FNP is an online-hybrid 48-credit degree program
with 100% of the curriculum online, including the curricular component to complete 540
clinical and 32 lab hours. MSN-FNP lab hours are completed at our main facility in
Phoenix (by the airport).
B.
distribution methods of the products or services;
Answer: See answer to Item 9A. above.
C.
status of any publicly announced new product or service;
Answer: N/A
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D.
competitive business conditions, the issuer’s competitive position in the industry, and
methods of competition;
Answer:
Industry Overview
According to the DOE (https://nces.ed.gov/fastfacts/display.asp?id=80), in Fall 2021,
among postbaccalaureate students that study exclusively online, the percentage of
students at private for-profit institutions was higher (88%), than that of students at public
institutions (36%) and private nonprofit institutions (38%). In particular, the percentage of
undergraduate students who took distance education courses exclusively was highest at
private for-profit four-year institutions (71%) which, despite enrolling only 4% of
undergraduates, accounted for 10% of undergraduates who were enrolled exclusively in
distance education courses.
In terms of the nursing sector, job opportunities for registered nurses are expected to
grow about as fast as the average growth for all occupations, or approximately 6%,
between 2023 and 2033, according to the U.S. Bureau of Labor Statistics’ Occupational
Outlook Handbook, 2024 Edition. However, despite the anticipated growth in job
opportunities, in 2023 65,766 qualified applications were not accepted by entry-level
baccalaureate and graduate nursing programs according to the 2023-2024 Enrollment
and Graduations in Baccalaureate and Graduate Programs in Nursing report from the
American Association of Colleges of Nursing (https://www.aacnnursing.org/news-
data/fact-sheets/nursing-shortage). These statistics suggest there continues to be unmet
demand from qualified students for nursing educational programs. Over a million RNs
are expected to leave the profession by 2030 as they reach retirement age or due to
pandemic-induced job fatigue. This supply-side trend, coupled with the rising demand for
healthcare to support the aging U.S. population, is expected to perpetuate a nursing
shortage through 2030. Given the growing demand for healthcare services across a
multitude of specialties, the Occupational Outlook Handbook projects that almost 2
million new registered nurses (RNs) will be needed by 2033 to address the current
shortage.
Competitive Strengths
Proprietary Education Technology Platform – Traditionally, a University or Online
Program Manager (OPM) offering online education has three core systems that serve as
the backbone of their technology stack: (i) a Customer Relationship Management (CRM)
system used by the enrollment team to manage prospective students; (ii) a student
information system (or SIS) that the university uses to manage its student body, and (iii)
a learning management system (or LMS) which serves as the online classroom.
In each of these categories, there are a number of software as a service ("SaaS")
companies that offer solutions for higher education. Most universities and OPMs license
one or all of these systems. In studying these systems, we concluded that there was no
reasonable way to have these three separately licensed systems fluently communicate
with to each other to achieve our end goal of having real-time data on every aspect of a
student's career – whether it be academic in nature or personal, financial or other
behavioral aspects.
As a result, several years ago we built an in-house Student Information System and
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connected it to our Learning Management System, D2L. We subsequently built and
launched a proprietary CRM system that was designed for the enrollment departments
at AU and USU.
The first-phase CRM included an algorithm that recommends to Enrollment Advisors
(EAs), in priority order, the follow-up calls that should be made in a given day to complete
the enrollment process for prospective students in that EAs individually designated
database. The algorithm was created by studying the daily habits and activities of the
three most productive EAs in AGI history. This recommendation engine then automatically
updates in real-time after each follow-up/action is conducted by an EA. To our knowledge,
these advanced features are not offered by any CRM software company in the industry.
For example, this recommendation engine has boosted our lead conversion rates at USU
for our online nursing programs to approximately 21% vs. <10% prior to launch.
Emphasis on Online Education - The curriculum for all courses at AGI's universities is
designed primarily for online delivery. USU’s MSN-FNP hybrid (online/on-campus)
nursing program is the exception and requires clinical practice. In USU's Education
degrees, the Teacher Credentialing tracks require field experience/student teaching and
their internship tracks require active employment. Online, we provide students the
flexibility to study and interact at times that suit their schedules. We design our
online/on-campus sessions and materials to be interactive, dynamic and user friendly.
Debt Minimization - We are committed to offering among the lowest tuition rates in the
sector. Our tuition rates combined with our monthly payment plan payment option for our
post licensure online nursing programs has alleviated the need for a significant majority
of our students to take out federal financial aid loans to fund their tuition and fees
requirements.
Commitment to Academic Excellence - We are committed to continuously improving
our academic programs and services, as evidenced by the level of attention and
resources we apply to instruction and educational support. We are committed to
achieving high graduation rates compared to competitive distance learning, for-profit
schools. Regular and substantive interaction and one-on-one student contact with our
highly experienced faculty brings knowledge and great perspective to the learning
experience. Faculty members are available by telephone, video conference and email to
answer questions, discuss assignments and provide help and encouragement to our
students.
Highly Scalable and Profitable Business Model - We believe our education model,
our relatively low student acquisition costs, and our flexible faculty cost model enable us
to expand our operating margins. As we increase our student body, we are able to scale
our online business on a variable basis through growing the number of full-time and
adjunct faculty members after we reach certain enrollment metrics (not before). A single
adjunct faculty member can work with as little as one student or as many as 50 at any
given time. A full-time faculty member works with a maximum of 110 students at any
given time. Additionally, we have invested in a corporate shared-services infrastructure
that supports the operations of our two universities. As our student body grows, we are
able to more efficiently utilize this infrastructure further increasing operating margins.
Industry conditions support future growth in our on-line post licensure nursing programs.
According to AACN’s report on 2023-2024 Enrollment and Graduations in Baccalaureate
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and Graduate Programs in Nursing, U.S. nursing schools turned away 65,766 qualified
applications from baccalaureate and graduate nursing programs in 2021 due to an
insufficient number of faculty, clinical sites, classroom space, clinical preceptors and
budget constraints.
(https://www.aacnnursing.org/news-data/fact-sheets/nursing-shortage).
“One Student at a Time” Personal Care - We are committed to providing our students
with highly responsive and personal individualized support. Every student is assigned an
Academic Advisor who becomes an advocate for the student’s success. Our one-on-one
approach assures contact with faculty members when a student needs it and monitoring
to keep them on course. Our administrative staff is readily available to answer any
questions and work with a student from initial interest through the application process
and enrollment, and most importantly while the student is pursuing their studies.
Admissions
In considering candidates for acceptance into any of our certificate or degree programs,
we look for those who are serious about pursuing – or advancing in – a professional
career, and who want to be both prepared and academically challenged in the process.
We strive to maintain the highest standards of academic excellence, while maintaining a
friendly learning environment designed for educational, personal, and professional
success. A desire to meet those standards is a prerequisite. Because our programs are
designed for self-directed learners, successful students have a basic understanding of
time management principles and practices, as well as good writing and research skills.
Admission to both Aspen University and United States University is based on a thorough
assessment of each applicant’s potential to complete the program successfully.
Competition
According to the most recent 2022 Digest of Education Statistics (nces.ed.gov), there
are more than 5,900 U.S. colleges and universities serving traditional college-age
students and adult students. Any reference to universities herein also includes colleges.
Competition is highly fragmented and varies by geography, program offerings, delivery
method, ownership, quality level, and selectivity of admissions. No one institution has a
significant share of the total postsecondary market. While we compete in a sense with
traditional “brick and mortar” universities, our primary competitors are universities that
primarily enroll online students. Our primarily online university competitors include
American Public Education, Inc. (Nasdaq: APEI), Adtalem Global Education (NYSE:
ATGE), Apollo Education Group, Inc., Grand Canyon Education, Inc. (Nasdaq: LOPE),
Strategic Education, Inc. (Nasdaq: STRA), and Western Governors University.
We believe that these competitors have degreed enrollments ranging from
approximately 38,000 to over 150,000 students. As of April 30, 2024, AGI had 7,048
active degree-seeking students enrolled. Due to trends that began with COVID-19 and
continue, most educational institutions are seeking to transition to some extent to more
online capabilities. As a result, we may face more online competition in the future.
The primary mission of most traditional accredited four-year universities is to serve full-
time students and conduct research. Most online universities serve working adults. AGI
acknowledges the differences in the educational needs between working and full-time
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students at “brick and mortar” schools and provides programs and services that allow
our students to earn their degrees without major disruption to their personal and
professional lives.
We also compete with public and private degree-granting regionally and nationally
accredited universities. An increasing number of universities enroll working students in
addition to the traditional 18 to 24-year-old students, and we expect that these
universities will continue to modify their existing programs to serve working learners
more effectively, including by offering more distance learning programs. We believe that
the primary factors on which we compete are the following:
• Active and relevant curriculum that considers the needs of employers;
• The ability to provide flexible and convenient on-line access to classes;
• Cost of the program;
• Monthly payment plan options;
• High-quality courses and services;
• Comprehensive student support services;
• Breadth of programs offered;
• The time necessary to earn a degree;
• Qualified and experienced faculty;
• Reputation of the institution and its programs;
• Name recognition; and
• Convenience
E.
sources and availability of raw materials and the names of principal suppliers;
Answer: N/A
F.
dependence on one or a few major customers;
Answer: See answer to Item 9A. above.
G.
patents, trademarks, licenses, franchises, concessions, royalty agreements or labor
contracts, including their duration; and
Answer:
In the ordinary course of our business, we develop intellectual property of many kinds
that is or will be the subject of copyright, trademark, service mark, trade secret or other
protections. This intellectual property includes but is not limited to courseware materials,
business know-how and internal processes and procedures developed to respond to the
requirements of operating and various education regulatory agencies. We rely on a
combination of copyrights, trademarks, service marks, trade secrets, domain names,
agreements and registrations to protect our intellectual property. We rely on service
mark and trademark protection in the U.S. to protect our rights to the mark ASPEN
UNIVERSITY and the mark UNITED STATES UNIVERSITY as well as distinctive logos
and other marks associated with our services. We rely on agreements under which we
obtain rights to use course content developed by faculty members and other third-party
content experts.
Intangible assets represent both indefinite-lived and definite-lived assets. Acquired
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accreditation and regulatory approvals, and trade name and trademarks are deemed to
have indefinite useful lives and accordingly are not amortized but are tested annually for
impairment. Generally, costs of courseware creation and enhancement are capitalized.
Accreditation renewal or extension costs related to intangible assets are capitalized as
incurred. Courseware is stated at cost less accumulated amortization. Amortization is
provided for on a straight-line basis over the expected useful life of five years.
Entity
Intangible Asset
Net Book Value
Life
[●]
[●]
[●]
[●]
Aspen
Courseware
$46,072
5-years
Aspen
Accreditation
$42,162
5-years
USU
Trademark / Tradename
$1,700,000
Indefinite
USU
Courseware
$275,742
5-years
USU
Accreditation
$6,200,000
Indefinite
H.
the need for any government approval of principal products or services and the status
of any requested government approvals.
Answer: See Answer to Item 8. B.5 above.
Item 10
The nature and extent of the issuer’s facilities.
Please clearly describe the assets, properties or facilities of the issuer, give the location of the
principal plants and other property of the issuer and describe the condition of the properties. If the
issuer does not have complete ownership or control of the property (for example, if others also
own the property or if there is a mortgage on the property), describe the limitations on the
ownership.
If the issuer leases any assets, properties or facilities, clearly describe them as above and the
terms of their leases.
Answer:
As of April 30, 2024, we lease approximately 157,675 square feet of office and classroom space in Phoenix,
San Diego, Denver (lease ended May 31, 2024), Austin, Tampa, Nashville and Atlanta. The New York City
lease ended January 31, 2024; and the New Brunswick Province in Canada lease ended December 31,
2023. The Company’s lease expense for the fiscal year ending April 30, 2024 was approximately $3.9 million.
Complete Address
Condition
Expiration Date
Use of Property
[●]
[●]
[●]
[●]
4605 and 4615 ELWOOD ST,
STE 100, 110, 300, 400,
PHOENIX, AZ Maricopa
County
Excellent
April 30, 2028
Chief executive office /
education
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404 CAMINO DEL RIO S, SAN
DIEGO, CA San Diego County
Excellent
November 30, 2027
Chief executive office /
Education
1809 DABBS AVE,
NASHVILLE, TN Davidson
County
Excellent
March 31, 2030
Vacant
101 W LOUIS HENNA BLVD,
STE 100, AUSTIN, TX Travis
County
Excellent
October 31, 2028
Education
12802 TAMPA OAKS BLVD,
STE 150 and 450, TAMPA, FL
Hillsborough County
Excellent
April 30, 2032
Vacant
859 MT VERNON HWY NE,
STE 100, SANDY SPRINGS,
GA Fulton County
Excellent
February 28, 2030
Vacant, but subject to
regulatory approval for future
use by USU
1660 S ALBION ST, STE 225,
DENVER, CO Denver County
Excellent
Lease ended May 31, 2024
Administrative
Aspen University Subleases
Aspen University subleased a portion of its Austin campus, which commenced on February 1,
2024, and portions of its Phoenix campus, which commenced in September 2024 and in January
2025.
Part D
Management Structure and Financial Information
Item 11
Company Insiders (Officers, Directors, and Control Persons).
Please give a clear understanding of the identity of all the persons or entities that are involved in
managing, controlling or advising the operations, business development and disclosure of the
issuer, as well as the identity of any significant shareholders.
A.
Officers and Directors. In responding to this item, please provide the following
information for each of the issuer’s executive officers, directors, general partners, as of the
date of this information statement:
Answer: See table below for Executive and Director Information:
1.
Full name;
2.
Officer/Director Title:
3.
Business address;
4.
Employment history (which must list all previous employers for the past 5 years,
positions held, responsibilities and employment dates);
5.
Board memberships and other affiliations;
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6.
Compensation by the issuer; and
Answer: See tables below:
7.
Number and class of the issuer’s securities beneficially owned by each such
person.
Answer: See tables below:
Name
(First, Last)
Position/company
affiliation
(ex: CEO, 5%
control person)
Business address
Number of
shares owned
(list common,
preferred,
warrants and
options
separately)
Class of
shares
owned
Percentage
of class of
shares
owned
(undiluted)
Michael Mathews
CEO and Chairman
4605 ELWOOD ST, STE
300, PHOENIX, AZ
970,187
Common
3.6%
Matthew LaVay
Chief Financial
Officer
4605 ELWOOD ST, STE
300, PHOENIX, AZ
208,334
Common
0.8%
Cheri St. Arnauld
Chief Academic
Officer
4605 ELWOOD ST, STE
400, PHOENIX, AZ
149,407
Common
0.6 %
Sanford Rich
Director
NYC Board of
Education Retirement
System, 55 Water
Street, 50th floor, New
York, New York 10041
78,538
Common
0.3%
Sanford Rich
Director
NYC Board of
Education Retirement
System, 55 Water
Street, 50th floor, New
York, New York 10041
16,000
Stock
Options
N/A
Andrew Kaplan
Director
Education Growth
Partners, 201 Broad
Street, Suite 1003,
Stamford CT 07901
129,376
Common
0.5%
Andrew Kaplan
Director
Education Growth
Partners, 201 Broad
Street, Suite 1003,
Stamford CT 07901
15,000
Stock
Options
N/A
Mike Koehneman
Director
245 Terry Road,
Augusta MO 63332
46,160
Common
0.2%
Joan Prince
Director
8712 West Spokane
Street, Milwaukee,
WI 53224
9,060
Common
0.0%
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Doug Kass
Director
411 Seabreeze Ave
Palm Beach Florida
3348
377,924
Common
1.4%
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Name
(First, Last)
Compensation
by Issuer
(Fiscal 2024)
Employment history (last 5 years)
Board memberships and other
affiliations
Michael Mathews
$598,240
Aspen Group, Inc, CEO, March 2012 –
present
Aspen Group, Director, Board Chairman
RPM Interactive, Inc., Chairman
Matthew LaVay
$450,000
Aspen Group, Inc, CFO, August 2021 –
present
Amerit Fleet Solutions, CFO, August 2018 –
July 2021
Ellie Mae, CFO, April 2017 – June 2018
Vice President of Finance, November
2014 -April 2017
Vice President, Corporate Controller,
May 2012 – November 2014
None
Cheri St. Arnauld
$334,270
Aspen Group, Inc, Chief Academic Officer,
2014 – present
Aspen University, President, 2014 - present
None
Sanford Rich
$57,000
NYC Board of Education Retirement System,
Executive Director, January 2016 - present
Aspen Group, Director, Audit Committee
Chairman, Executive Committee
PCAOB Investor Advisory Group, member
Unusual Machines, UMAC, Audit
Committee Chairman
Andrew Kaplan
$51,500
Education Growth Partners, Managing
General Partner, responsible for co-managing
the firm and our private equity investments,
January 2015 - present
Aspen Group, Director, Audit Committee,
Executive Committee
Modo Labs, Director
AllCampus, Director
Kangarootime, Director
Edmentum, Board Observer
Congregation Beth Hatikvah, Treasurer
Jewish Reconstructionist Camping
Corporation, Past President
GeeksRule, Director
Kleo, Director
Vivvi, Director
Mike Koehneman
$48,500
Retired since June 30, 2020
PwC, Global Advisory Chief Operating Officer
and Human Capital Leader, 2016-2019; U.S.
Advisory Operations Leader, 2005-2016; and
Lead Engagement Partner for Financial
Statement Audits and Internal Control and
Security Reviews, 1993 through 2004
Aspen Group, Director, Audit Committee,
Regulatory Committee
AuthID.ai, Director, Audit Committee Chair
Joan Prince
$33,000
Retired since March 2021
University of Wisconsin Milwaukee, Vice
Chancellor (oversight of Global
engagement work and student cultural
centers), September 2000 - March 2021
Froedtert Health System,
Director, Ascendium Education Group
Director, Siebert Lutheran Foundation,
Director, Delta Sigma Theta Sorority,
Incorporated, Director, United Way of
Greater Milwaukee and Waukesha County,
Director, Managed Health Services of
Wisconsin (affiliated with Centene
Corporation), Director
Doug Kass
$44,000
Seabreeze Partners Management LLC,
President, 2020-2023
Private Investor, 2017-2019
TheStreet.com, Consultant/Contributor, 2017-
2023
Aspen Group, Director, Compensation
Committee, Regulatory Committee
Ocwen Financial, Special Advisor to the
Board of Directors
Twill Health, Special Advisor to the Board
of Directors
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B.
Other Control Persons. In responding to this item, please provide the following
information for all persons beneficially owning more than five percent (5%) of any class of the
issuer’s equity securities as of the date of this information statement. Do not include Officers or
Directors previously listed.
1. Full name;
2. Address; and
3. Number and class of the issuer’s securities beneficially owned.
Answer: See table below for 1 – 3 above.
Name
(First, Last)
Position/company
affiliation
(ex: CEO, 5%
control person)
City and State
(and Country if
outside US)
Number of Shares
Owned
(list common,
preferred, warrants
and options
separately)
Class of
shares
owned
Percentage
of Class of
Shares
Owned
(undiluted)
Long Focus Capital
Management LLC
10% owner (John
Helmers is the
control person)
San Juan, PR
2,713,592
Common
10.1%
Malcom MacLean
5% owner
Mount Laurel, NJ
1,473,528
Common
5.5%
The Leon & Toby
Cooperman Family
Foundation
5% owner
Boca Raton, FL
2,240,827
Common
8.3%
The Leon & Toby
Cooperman Family
Foundation
5% Owner
Boca Raton, FL
5,000
Preferred 1 50.0%
The Leon & Toby
Cooperman Family
Foundation
5% Owner
Boca Raton, FL
150,000
Warrants
N/A
Calm Waters
Partnership (Richard
Strong, Managing
Partner)
5% owner
Milwaukee, WI
820,827
Common
3.0%
Calm Waters
Partnership (Richard
Strong, Managing
Partner)
5% Owner
Milwaukee, WI
5,000
Preferred 1
50.0%
Calm Waters
Partnership (Richard
Strong, Managing
Partner)
5% Owner
Milwaukee, WI
100,000
Warrants
N/A
JGB Management, Inc.
(Brett Cohen,
President)
5% Owner
Westport, CT
7,194,002
Warrants 2
N/A
1 Each share of Series A is convertible into 2,000 shares of AGI common stock at a conversion price of $0.50 based on
the stated value.
2 The Company issued warrants to purchase shares of the Company’s common stock exercisable for five years from
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issuance date at an exercise price of $0.01 per share.
To the extent not otherwise disclosed, if any of the above shareholders are corporations or
other legal entities rather than individuals, provide the name and address of the person(s)
owning or controlling such corporate shareholders and the resident agent of each corporate
shareholder.
B.
Legal/Disciplinary History. Please identify whether any of the foregoing persons have,
in the last five years, been the subject of:
1.
A conviction in a criminal proceeding or named as a defendant in a pending
criminal proceeding (excluding traffic violations and other minor offenses);
Answer: No
2.
The entry of an order, judgment, or decree, not subsequently reversed,
suspended or vacated, by a court of competent jurisdiction that permanently or
temporarily enjoined, barred, suspended or otherwise limited such person’s
involvement in any type of business, securities, commodities, or banking
activities;
Answer: No
3.
A finding or judgment by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission, the Commodity Futures Trading
Commission, or a state securities regulator of a violation of federal or state
securities or commodities law, which finding or judgment has not been
reversed, suspended, or vacated; or
Answer: No
4.
The entry of an order by a self-regulatory organization that permanently or
temporarily barred, suspended or otherwise limited such person’s involvement
in any type of business or securities activities.
Answer: No
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C.
Disclosure of Family Relationships. Describe any family relationships7 among and
between the issuer’s directors, officers, persons nominated or chosen by the issuer to become
directors or officers, or beneficial owners of more than five percent (5%) of the any class of the
issuer’s equity securities.
Answer: None
D.
Disclosure of Related Party Transactions. Describe any transaction during the issuer’s
last two full fiscal years and the current fiscal year or any currently proposed transaction,
involving the issuer, in which (i) the amount involved exceeds the lesser of $120,000 or one
percent of the average of the issuer’s total assets at year-end for its last three fiscal years and
(ii) any related person had or will have a direct or indirect material interest. Disclose the
following information regarding the transaction:
Answer:
On January 31, 2024, the Company received a $200,000 non-interest bearing loan from the
Company’s Chief Executive Officer. This loan was for a short-term period until the receipt of
the fifth financial aid payments under HCM2. On February 8, 2024, the fifth financial aid
payment under HCM2 reimbursement was received and utilized to pay down the loan in full.
Lee Cooperman and Calm Waters Partnerships are each a 5% shareholder and each
previously held a $5 million convertible note, which was exchanged for Series A Preferred
Shares. Further details are not disclosed according to 4. b. in the instructions below.
1.
The name of the related person and the basis on which the person is related to
the issuer;
2.
The related person’s interest in the transaction;
3.
The approximate dollar value involved in the transaction (in the case of
indebtedness, disclose the largest aggregate amount of principal outstanding
during the time period for which disclosure is required, the amount thereof
outstanding as of the latest practicable date, the amount of principal and
interest paid during the time period for which disclosure is required, and the rate
or amount of interest payable on the indebtedness);
4.
The approximate dollar value of the related person’s interest in the transaction;
and
5.
Any other information regarding the transaction or the related person in the
context of the transaction that is material to investors in light of the
circumstances of the particular transaction.
Instruction to paragraph D of Item 11:
1.
For the purposes of paragraph D of this Item 11, the term “related person” means any
director, executive officer, nominee for director, or beneficial owner of more than five
percent (5%) of any class of the issuer’s equity securities, immediate family members8
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of any such person, and any person (other than a tenant or employee) sharing the
household of any such person.
2.
For the purposes of paragraph D of this Item 11, a “transaction” includes, but is not
limited to, any financial transaction, arrangement or relationship (including any
indebtedness or guarantee of indebtedness) or any series of similar transactions,
arrangements or relationships.
7 The term “family relationship” means any relationship by blood, marriage or adoption, not more remote than first cousin.
8 “Immediate family members” means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law.
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3.
The “amount involved in the transaction” shall be computed by determining the dollar
value of the amount involved in the transaction in question, which shall include:
a. In the case of any lease or other transaction providing for periodic payments or
installments, the aggregate amount of all periodic payments or installments due on
or after the beginning of the issuer’s last fiscal year, including any required or
optional payments due during or at the conclusion of the lease or other transaction
providing for periodic payments or installments; and
b. In the case of indebtedness, the largest aggregate amount of all indebtedness
outstanding at any time since the beginning of the issuer’s last fiscal year and all
amounts of interest payable on it during the last fiscal year.
4.
In the case of a transaction involving indebtedness:
a. The following items of indebtedness may be excluded from the calculation of the
amount of indebtedness and need not be disclosed: amounts due from the related
person for purchases of goods and services subject to usual trade terms, for
ordinary business travel and expense payments and for other transactions in the
ordinary course of business; and
b. Disclosure need not be provided of any indebtedness transaction for beneficial
owners of more than five percent (5%) of any class of the issuer’s equity securities
or such person’s family members.
5.
Disclosure of an employment relationship or transaction involving an executive officer
and any related compensation solely resulting from that employment relationship or
transaction need not be provided. Disclosure of compensation to a director also need
not be provided.
6.
A person who has a position or relationship with a firm, corporation, or other entity that
engages in a transaction with the issuer shall not be deemed to have an indirect
material interest for purposes of paragraph D of this Item 11 where:
a. The interest arises only:
i. From such person’s position as a director of another corporation or
organization that is a party to the transaction; or
ii. From the direct or indirect ownership by such person and all other related
persons, in the aggregate, of less than a ten percent (10%) equity interest in
another entity (other than a partnership) which is a party to the transaction; or
iii. From both such position and ownership; or
b. The interest arises only from such person’s position as a limited partner in a
partnership in which the person and all other related persons have an interest of less
than ten percent (10%), and the person is not a general partner of and does not hold
another position in the partnership.
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
Page 62 of 79
7.
Disclosure need not be provided pursuant to paragraph D of this Item 11 if:
a. The transaction is one where the rates or charges involved in the transaction are
determined by competitive bids, or the transaction involves the rendering of
services as a common or contract carrier, or public utility, at rates or charges fixed
in conformity with law or governmental authority;
b. The transaction involves services as a bank depositary of funds, transfer agent,
registrar, trustee under a trust indenture, or similar services; or
c. The interest of the related person arises solely from the ownership of a class of
equity securities of the issuer and all holders of that class of equity securities of the
issuer received the same benefit on a pro rata basis.
8.
Include information for any material underwriting discounts and commissions upon the
sale of securities by the issuer where any of the specified persons was or is to be a
principal underwriter or is a controlling person or member of a firm that was or is to be
a principal underwriter.
E.
Disclosure of Conflicts of Interest. Describe any conflicts of interest. Describe the
circumstances, parties involved and mitigating factors for any executive officer or director with
competing professional or personal interests.
Answer: None.
Item 12
Financial information for the issuer’s most recent fiscal period.
Instruction to Item 12: The issuer shall post the financial statements required by this Item 12 through
www.OTCIQ.com under the appropriate report name for the applicable period end. (If the financial
statements relate to a fiscal year end, publish it as an “Annual Report,” or if the financial statements
relate to a quarter end, publish it as a “Quarterly Report” or “Interim Financial Report”) The issuer
must state in its disclosure statement that such financial statements are incorporated by
reference. The issuer must also (i) provide a list in the disclosure statement describing the financial
statements that are incorporated by reference, (ii) clearly explain where the incorporated documents
can be found, and (iii) provide a clear cross-reference to the specific location where the information
requested by this Item 12 can be found in the incorporated documents.
The issuer shall provide the following financial statements for the most recent fiscal period (whether
fiscal quarter or fiscal year).
1) balance sheet;
2) statement of income;
3) statement of cash flows;
4) statement of changes in stockholders’ equity (for Annual Reports only);
5) financial notes; and
6) audit letter, if period ending is fiscal year
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
Page 63 of 79
The financial statements requested pursuant to this item shall be prepared in accordance with
generally accepted accounting principles (U.S. GAAP or IFRS, as applicable) by persons with
sufficient financial skills.
Information contained in annual financial statements will not be considered current more than 90 days
after the end of the issuer’s fiscal year immediately following the fiscal year for which such statements
are provided, or with respect to quarterly financial statements, more than 45 days after the end of the
quarter immediately following the quarter for which such statements are provided.
Additionally, if the issuer is an insurance company, the issuer shall also post its most
recent “Insurance Company Annual Regulatory Statement” required to be filed with the
Commissioner of Insurance (or other officer or agency performing a similar function) of its domiciliary
state, per section 12(g)(2)(G)(i) of the Securities Exchange Act of 1934. This
statement shall be posted through www.OTCIQ.com.
Answer: See “ASPU-2024.04.30 Supplemental Document Financials and MD&A” financial
information for the most recent fiscal period provided according to the instructions above.
Item 13
Similar financial information for such part of the two preceding fiscal
years as the issuer or its predecessor has been in existence.
Please provide the financial statements described in Item 12 above for the issuer’s two preceding
fiscal years.
Instruction to Item 13: The issuer shall either (i) attach the financial statements required by this Item
13 to its initial disclosure or (ii) post such financial statements through www.OTCIQ.com as a separate
report under the name of “Annual Report” for the applicable fiscal year end. The issuer must state
in its disclosure statement that such financial statements are incorporated by reference. The
issuer must also (x) provide a list in the disclosure statement describing the financial statements that
are incorporated by reference, (y) clearly explain where the incorporated documents can be found,
and (z) provide a clear cross-reference to the specific location where the information requested by this
Item 13 can be found in the incorporated documents.
Answer: See “ASPU-2024.04.30 Supplemental Document Financials and MD&A” for similar
financial information for such part of the two preceding fiscal years as the issuer or its predecessor
has been in existence according to the instructions above.
Item 14 The name, address, telephone number, and email address of each of the
following outside providers that advise the issuer on matters relating to
operations, business development and disclosure:
1. Investment Banker
Answer: N/A
2. Promoter
Answer: N/A
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
Page 64 of 79
3. Securities Counsel
Answer: Nason, Yeager, Gerson, Harris & Fumero, P.A.
3001 PGA Boulevard, Suite 305, Palm Beach Gardens, FL 33410
561-471-3507
MHarris@nasonyeager.com
4. Accountant or Auditor - the information shall clearly (i) describe if an outside
accountant provides audit or review services, (ii) state the work done by the outside
accountant and (iii) describe the responsibilities of the accountant and the
responsibilities of management (i.e. who audits, prepares or reviews the issuer’s
financial statements, etc.). The information shall include the accountant’s phone
number and email address and a description of the accountant’s licensing and
qualifications to perform such duties on behalf of the issuer.
Answer:
Salberg & Company, P.A.
2295 NW Corporate Blvd., Suite 240, Boca Raton, FL 33431-7328
561-995-8270
scottsalberg@salbergco.com
Services provided:
1) Audit services for annual financial statements for consolidated Aspen Group, Inc
entity
2) Annual audit services for Aspen University and United States University subsidiaries
Answer: Management is responsible for closing the books and preparing the financial
statements. The Auditors are responsible for independent audit and review services
Licensing and qualifications:
Salberg & Company, P.A. is registered with the Public Company Accounting Oversight
Board and the firm is licensed in Florida and New York
5. Public Relations Consultant
Answer: N/A
6. Investor Relations Consultant
Answer:
Hayden IR
7320 E. Butchers Drive, Scottsdale, AZ 85260
646-536-7331
kim@haydenir.com
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
Page 65 of 79
7. Any other advisor(s) that assisted, advised, prepared or provided information with
respect to this disclosure statement - the information shall include the name, address,
telephone number and email address of each advisor.
Answer: N/A
Item 15
Management’s Discussion and Analysis or Plan of Operation.
Answer: See “ASPU-2024.04.30 Supplemental Document Financials and MD&A.”
Instructions to Item 15
Issuers that have not had revenues from operations in each of the last two fiscal years, or the last
fiscal year and any interim period in the current fiscal year for which financial statements are furnished
in the disclosure statement, shall provide the information in paragraphs A and C of this item. All other
issuers shall provide the information in paragraphs B and C of this item.
The discussion and analysis shall focus specifically on material events and uncertainties known to
management that would cause reported financial information not to be necessarily indicative of future
operating results or of future financial condition.
Issuers are not required to supply forward-looking information. This is distinguished from presently
known data that will impact upon future operating results, such as known future increases in costs of
labor or materials. This latter data may be required to be disclosed.
A.
Plan of Operation.
1.
Describe the issuer’s plan of operation for the next twelve months. This
description should include such matters as:
i.
a discussion of how long the issuer can satisfy its cash requirements
and whether it will have to raise additional funds in the next twelve
months;
ii.
a summary of any product research and development that the issuer will
perform for the term of the plan;
iii.
any expected purchase or sale of plant and significant equipment; and
iv.
any expected significant changes in the number of employees.
B.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
Page 66 of 79
1.
Full fiscal years. Discuss the issuer's financial condition, changes in financial
condition and results of operations for each of the last two fiscal years. This discussion
should address the past and future financial condition and results of operation of the
issuer, with particular emphasis on the prospects for the future. The discussion should
also address those key variable and other qualitative and quantitative factors that are
necessary to an understanding and evaluation of the issuer. If material, the issuer
should disclose the following:
Answer: See “ASPU-2024.04.30 OTC Annual Report – Item 15.”for i – vii below:
i.
Any known trends, events or uncertainties that have or are reasonably
likely to have a material impact on the issuer's short-term or long-term
liquidity;
ii.
Internal and external sources of liquidity;
iii.
Any material commitments for capital expenditures and the expected
sources of funds for such expenditures;
iv.
Any known trends, events or uncertainties that have had or that are
reasonably expected to have a material impact on the net sales or
revenues or income from continuing operations;
v.
Any significant elements of income or loss that do not arise from the
issuer's continuing operations;
vi.
The causes for any material changes from period to period in one or
more line items of the issuer's financial statements; and
vii.
Any seasonal aspects that had a material effect on the financial
condition or results of operation.
2.
Interim Periods. Provide a comparable discussion that will enable the reader to
assess material changes in financial condition and results of operations since the end
of the last fiscal year and for the comparable interim period in the preceding year.
C.
Off-Balance Sheet Arrangements.
Answer: There are no off-balance sheet arrangements.
1.
In a separately-captioned section, discuss the issuer’s off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on
the issuer's financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that is material
to investors. The disclosure shall include the items specified in paragraphs C(1)(i), (ii),
(iii) and (iv) of this Item 15 to the extent necessary to an understanding of such
arrangements and effect and shall also include such other information that the issuer
believes is necessary for such an understanding.
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
Page 67 of 79
i.
The nature and business purpose to the issuer of such off-balance
sheet arrangements;
ii.
The importance to the issuer of such off-balance sheet arrangements in
respect of its liquidity, capital resources, market risk support, credit risk
support or other benefits;
iii.
The amounts of revenues, expenses and cash flows of the issuer arising
from such arrangements; the nature and amounts of any interests
retained, securities issued and other indebtedness incurred by the
issuer in connection with such arrangements; and the nature and
amounts of any other obligations or liabilities (including contingent
obligations or liabilities) of the issuer arising from such arrangements
that are or are reasonably likely to become material and the triggering
events or circumstances that could cause them to arise; and
iv.
Any known event, demand, commitment, trend or uncertainty that will
result in or is reasonably likely to result in the termination, or material
reduction in availability to the issuer, of its off-balance sheet
arrangements that provide material benefits to it, and the course of
action that the issuer has taken or proposes to take in response to any
such circumstances.
2.
As used in paragraph C of this Item 15, the term off-balance sheet arrangement
means any transaction, agreement or other contractual arrangement to which an entity
unconsolidated with the issuer is a party, under which the issuer has:
i.
Any obligation under a guarantee contract that has any of the
characteristics identified in Financial Accounting Standards
Board(“FASB”) Accounting Standards Codification (“ASC”) Topic 460-
10, Guarantees; formerly FIN 45;
ii.
A retained or contingent interest in assets transferred to an
unconsolidated entity or similar arrangement that serves as credit,
liquidity or market risk support to such entity for such assets;
iii.
Any obligation, including a contingent obligation, under a contract that
would be accounted for as a derivative instrument, except that it is both
indexed to the issuer's own stock and classified in stockholders' equity
in the issuer's statement of financial position, and therefore excluded
from the scope of FASB ASC 815, Derivatives and hedging; formerly
FAS 133; or
iv.
Any obligation, including a contingent obligation, arising out of a variable
interest (as referenced in FASB ASC 810, Consolidation; formerly FIN
46R ) in an unconsolidated entity that is held by, and material to, the
issuer, where such entity provides financing, liquidity, market risk or
credit risk support to, or engages in leasing, hedging or research and
development services with, the issuer.
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
Page 68 of 79
Instructions to paragraph C of Item 15
i.
No obligation to make disclosure under paragraph C of this Item 15 shall arise
in respect of an off-balance sheet arrangement until a definitive agreement that
is unconditionally binding or subject only to customary closing conditions exists
or, if there is no such agreement, when settlement of the transaction occurs.
ii.
Issuers should aggregate off-balance sheet arrangements in groups or
categories that provide material information in an efficient and understandable
manner and should avoid repetition and disclosure of immaterial information.
Effects that are common or similar with respect to a number of off-balance
sheet arrangements must be analyzed in the aggregate to the extent the
aggregation increases understanding. Distinctions in arrangements and their
effects must be discussed to the extent the information is material, but the
discussion should avoid repetition and disclosure of immaterial information.
iii.
For purposes of paragraph C of this Item 15 only, contingent liabilities arising
out of litigation, arbitration or regulatory actions are not considered to be off-
balance sheet arrangements.
iv.
Generally, the disclosure required by paragraph C of this Item 15 shall cover
the most recent fiscal year. However, the discussion should address changes
from the previous year where such discussion is necessary to an understanding
of the disclosure.
In satisfying the requirements of paragraph C of this Item 15, the discussion of off-balance
sheet arrangements need not repeat information provided in the footnotes to the financial
statements, provided that such discussion clearly cross-references to specific information in
the relevant footnotes and integrates the substance of the footnotes into such discussion in a
manner designed to inform readers of the significance of the information that is not included
within the body of such discussion.
Part E
Issuance History
Item 16
List of securities offerings and shares issued for services in the past two
years.
A. List below any events, in chronological order, that resulted in direct changes to the total shares
outstanding by the issuer (1) within the two-year period ending on the last day of the issuer’s
most recent fiscal year and (2) since the last day of the issuer’s most recent fiscal year.
Answer: List of securities offerings and securities issued in the past two years:
Date of
Transactio
n
Class of
Securities/
Description
of Issuance
Name
Services
Provided
Jurisdicti
ons
where
the
offering
was
Number
of shares
offered
Number
of shares
sold
Price at
which
the
shares
were
offered,
Trading status of
the shares
(Restricted/Not
Restricted)
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
Page 69 of 79
registere
d or
qualified
and
amount
paid to
the
Issuer
8-17-2022
Share
Issuance
Lampert
Capital
Advisors
LLC
Investme
nt
Banking
Fee
N/A
25,000
25,000
$0.9792
Restricted
8-23-2022
ATM
Offering
Northland
Securities
Inc.
Investme
nt
Banking
Fee
Federal
6,800
6,800
$0.805
Free Trading (2)
8-24-2022
ATM
Offering
Northland
Securities
Inc.
Investme
nt
Banking
Fee
Federal
400
400
$0.805
Free Trading (2)
8-24-2022
Share
Issuance
Anne
McNamara
Former
Chief
Nursing
Officer
Federal
50,000
50,000
$0.85
Free Trading (1)
8-24-2022
ATM
Offering
Northland
Securities
Inc.
Investme
nt
Banking
Fee
Federal
4,640
4,640
$0.805
Free Trading (2)
12-22-2022
RSUs
vesting
Robert
Alessi
Former
Chief
Accounti
ng
Officer
N/A
16,667
16,667
$0.35
Restricted
12-22-2022
RSUs
vesting
Robert
Alessi
Former
Chief
Accounti
ng
Officer
N/A
6,667
6,667
$1.00
Restricted
12-22-2022
RSUs
vesting
Gerard
Wendolows
ki
Former
Chief
Operating
Officer
N/A
26,666
26,666
$0.50
Restricted
12-22-2022
RSUs
vesting
Cheri St.
Arnauld
Chief
Academic
Officer
N/A
26,666
26,666
$0.50
Restricted
5-10-2023
Share
Issuance
Lampert
Capital
Advisors
LLC
Investme
nt
Banking
Fee
N/A
25,000
25,000
$0.0743
Restricted
5-17-2023
RSUs
vesting
Rob Alessi
Former
Chief
Accounti
ng
Officer
N/A
36,667
36,667
$0.07
Restricted
7-11-2023
RSUs
vesting
Michael
Mathews
CEO and
Chairman
N/A
15,157
15,157
$0.14
Restricted
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
Page 70 of 79
7-11-2023
RSUs
vesting
Cheri St.
Arnauld
Chief
Academic
Officer
N/A
13,991
13,991
$0.14
Restricted
2-4-2024
RSUs
vesting
Michael
Mathews
CEO and
Chairman
N/A
65,000
65,000
$0.18
Restricted
2-4-2024
RSUs
vesting
Cheri St.
Arnauld
Chief
Academic
Officer
N/A
48,750
48,750
$0.18
Restricted
4-29-2024
Series A
The Leon
and Toby
Cooperman
Family
Foundation
Former
lender –
debt
conversio
n
Florida
5,000
5,000
(3)
Free Trading (3)
4-29-2024
Series A
Calm
Waters
Partnership
Former
lender –
debt
conversio
n
Wisconsi
n
5,000
5,000
(3)
Free Trading (3)
8-12-2024
RSUs
vesting
Cheri St.
Arnauld
Chief
Academic
Officer
N/A
26,667
26,667
$0.20
Restricted
8-16-2024
RSUs
vesting
Matthew
LaVay
Chief
Financial
Officer
N/A
41,667
41,667
$0.19
Restricted
8-29-2024
RSUs
vesting
Matthew
LaVay
Chief
Financial
Officer
N/A
166,667
166,667
$0.14
Restricted
9-21-2024
RSUs
vesting
Cheri St.
Arnauld
Chief
Academic
Officer
N/A
33,333
33,333
$0.01
Restricted
(1) The securities were issued pursuant to the issuer’s registration statement on Form S-8.
(2) Represents the average price per share sold. The shares were sold at varying prices through Northland
Securities, Inc., the selling agent, in an “at-the-market” offering of our common stock pursuant to the issuer’s
registration statement on Form S-3.
(3) Each share of Series A is convertible into 2,000 shares of AGI common stock at a conversion price of $0.50 based on
the stated value.
The list shall include all offerings of securities, including debt convertible into equity securities,
whether private or public, and shall indicate:
(i)
The nature of each offering (e.g., Securities Act Rule 504, intrastate, etc.);
(ii)
Any jurisdictions where the offering was registered or qualified;
(iii)
The number of shares offered;
(iv)
The number of shares sold;
(v)
The price at which the shares were offered, and the amount actually paid to the
issuer;
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
Page 71 of 79
(vi)
The trading status of the shares, whether they are restricted or unrestricted;
and
(vii)
Whether the certificates or other documents that evidence the shares contain a
legend (1) stating that the shares have not been registered under the Securities
Act and (2) setting forth or referring to the restrictions on transferability and sale
of the shares under the Securities Act.
The list shall also include all shares or any other securities or options to acquire such securities
issued for services in the past two fiscal years and any interim periods, describing (1) the securities,
(2) the persons or entities to whom such securities were issued and (3) the services provided by
such persons or entities.
With respect to private offerings of securities, the list shall also indicate the identity of the persons
who purchased securities in such private offering; provided, however, that in the event that any such
person is an entity, the list shall also indicate (a) the identity of each natural person beneficially
owning, directly or indirectly, more than five percent (5%) of any class of equity securities of such
entity and (b) to the extent not otherwise disclosed, the identity of each natural person who
controlled or directed, directly or indirectly, the purchase of such securities for such entity.
B. List below and describe any issuance of Promissory Notes, Convertible Notes, or Convertible
Debentures. In responding to this item, please provide the date of execution of the Note or the
Agreement, a description of the reason for the issuance, the outstanding balance and any
interest accrued. Provide the maturity dates for each Note or Agreement, their conversion
terms, names of beneficial owners or holders and the exact class of security such Notes or
Agreement may be converted to. Also, specify if the Note is Secured or Unsecured and whether
or not it is in Default.
Answer: See table below - Promissory Notes, Convertible Notes and Convertible Debentures
issued during Fiscal Year 2024 and 2023:
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
Page 72 of 79
(1) On April 29, 2024, the Company and the holder of its outstanding $5 million of 2022 Convertible Note
entered into an Exchange Agreement where they exchanged the Convertible Note for 5,000 shares of
Series A with a total stated value of $5 million, which was equal to the total principal of the Convertible
Note. Each share of Series A has a par value of $0.001 per share and an initial stated value of $1,000
per share. Retroactive to April 1, 2024, shares of the Series A are entitled to receive dividends at the
rate of 14.0% per annum of the stated value payable solely in shares of AGI Common Stock (the
“Dividend Shares”). Such dividends accrue and are cumulative from and including April 1, 2024 and are
payable quarterly in arrears on each dividend payment date, commencing May 1, 2024. Dividends are
paid using a conversion price of $0.50 per share. Each share of Series A is convertible into 2,000 shares
of AGI common stock at a conversion price of $0.50. The Series A has a beneficial ownership limitation
on the Common Stock of 24.99% per shareholder.
(2) On April 29, 2024, the Company and the holder of its outstanding $5 million of 2022 Convertible Note
entered into an Exchange Agreement where they exchanged the Convertible Note for 5,000 shares of
Series A with a total stated value of $5 million, which was equal to the total principal of the Convertible
Note. Each share of Series A has a par value of $0.001 per share and an initial stated value of $1,000
per share. Retroactive to April 1, 2024, shares of the Series A are entitled to receive dividends at the
rate of 14.0% per annum of the stated value payable solely in shares of AGI Common Stock (the
“Dividend Shares”). Such dividends accrue and are cumulative from and including April 1, 2024 and are
payable quarterly in arrears on each dividend payment date, commencing May 1, 2024. Dividends are
paid using a conversion price of $0.50 per share. Each share of Series A is convertible into 2,000 shares
of AGI common stock at a conversion price of $0.50. The Series A has a beneficial ownership limitation
on the Common Stock of 24.99% per shareholder.
(3) Convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute
Disqualified Stock (no issuance of common stock). Per the Third Amendment to the 15% Debentures,
the 15% Debentures include a voluntary conversion feature to common stock of AGI. The number of
common shares issuable upon a conversion is determined by dividing the outstanding principal amount
of the 15% Debentures by the $0.50 conversion price.
Part F
Exhibits
The following exhibits must be either described in or attached to the disclosure statement:
Item 17
Material Contracts.
A.
Every material contract, not made in the ordinary course of business, that will be
performed after the disclosure statement is posted through www.OTCIQ.com or was entered
into not more than two years before such posting. Also include the following contracts:
1) Any contract to which directors, officers, promoters, voting trustees,
security holders named in the disclosure statement, or the Designated
Advisor for Disclosure are parties other than contracts involving only the
purchase or sale of current assets having a determinable market price,
at such market price;
Answer: See answer to Item 16. B above.
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
Page 73 of 79
2) Any contract upon which the issuer’s business is substantially
dependent, including but not limited to contracts with principal
customers, principal suppliers, and franchise agreements;
Grantor
Name
Nature and Scope
AGI
Vonage
Master sales agreement - phone systems
AGI
Rackspace Technology
Firewall and other cloud computing services
AU
Educational Compliance Management Inc.
Financial aid services agreement
AU
D2L Ltd
Online learning platform
AU
FA Solutions LLC
Enhance student financial aid experience
AU
Akcia Inc
Software as a service agreement
AU
WorldPay
Credit card payment processor
AU
Elsevier, Inc. dba HESI
Review and testing solution that prepares
students for licensure/certification exam
success
USU
Anthology Inc
Campus management service agreement
USU
Apparel Pro
Health care wear
USU
Ascend Learning Holdings LLC
Online learning platform
USU
Elsevier, Inc. dba HESI
Review and testing solution that prepares
students for licensure/certification exam
success
USU
WorldPay
Credit card payment processor
USU
Akcia Inc
Software as a service agreement
3) Any contract for the purchase or sale of any property, plant or
equipment for consideration exceeding 15 percent of such assets of the
issuer; or
Answer: None
4) Any material lease under which a part of the property described in the
disclosure statement is held by the issuer.
Answer: None
B.
Any management contract or any compensatory plan, contract or arrangement,
including but not limited to plans relating to options, warrants or rights, pension, retirement or
deferred compensation or bonus, incentive or profit sharing (or if not set forth in any formal
document, a written description thereof) in which any director or any executive officer of the
issuer participates shall be deemed material and shall be included; and any other
management contract or any other compensatory plan, contract, or arrangement in which any
other executive officer of the issuer participates shall be filed unless immaterial in amount or
significance.
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
Page 74 of 79
Answer:
Name and Principal
Positions
Fiscal
Year
Salary $
Bonus $
Stock
Awards $
All Other
Compensati
on $
Total $
Michael Mathews
2023
$ 350,000
$ —
$ —
$
103,892
$ 453,892
Chief Executive
2024 $ 350,000 $ —
$ 160,000
$
88,240
$ 598,240
Matthew LaVay
2023 $ 325,000 $
—
$ —
$
60,000
$
385,000
Chief Financial
2024 $ 325,000 $
—
$ 65,000
$ 60,000
$ 450,000
Cheri St. Arnauld
2023
$ 309,000 $
—
$ —
$ 20,939
$
329,939
Chief Academic
2024
$ 318,270 $ —
$ 16,000
$
—
$
334,270
Calendar Year
2023 Fees
Earned or
Name
Paid in Cash ($)
Stock Awards ($)
Total ($)
Andrew Kaplan
$ 51,500
$ -
$51,500
Douglas Kass
$ 44,000
$ -
$44,000
Michael Koehneman
$ 48,500
$ -
$48,500
Dr. Joan Prince
$ 33,000
$ -
$33,000
Sanford Rich
$ 57,000
$ -
$57,700
C.
The following management contracts or compensatory plans need not be included:
1) Ordinary purchase and sales agency agreements;
2) Agreements with managers of stores in a chain organization or similar
organization;
3) Contracts providing for labor or salesmen’s bonuses or payments to a
class of security holders, as such; and
4) Any compensatory plan that is available to employees, officers or
directors generally and provides for the same method of allocation of
benefits between management and non-management participants
Item 18
Articles of Incorporation and Bylaws.
A.
A complete copy of the issuer’s articles of incorporation or in the event that the issuer
is not a corporation, the issuer’s certificate of organization. Whenever amendments to the
articles of incorporation or certificate of organization are filed, a complete copy of the articles
OTC Markets Group Inc.
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Page 75 of 79
of incorporation or certificate of organization as amended shall be filed.
Answer: EXHIBIT A
B.
A complete copy of the issuer’s bylaws. Whenever amendments to the bylaws are
filed, a complete copy of the bylaws as amended shall be filed.
Answer: EXHIBIT B
Item 19
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
A.
In the following tabular format, provide the information specified in paragraph (B) of this
Item 20 with respect to any purchase made by or on behalf of the issuer or any "Affiliated
OTC Markets Group Inc.
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Page 76 of 79
Purchaser” (as defined in paragraph (C) of this Item 19) of shares or other units of any class of
the issuer's equity securities.
Answer: None
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Column (a)
Total
Number of
Shares (or
Units)
Purchased
Column (b)
Average
Price Paid
per Share
(or Unit)
Column (c)
Total Number of
Shares (or Units)
Purchased as
Part of Publicly
Announced Plans
or Programs
Column (d)
Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that May Yet
Be Purchased Under
the Plans or
Programs
Month #1
(identify
beginning
and ending
dates)
Month #2
(identify
beginning
and ending
dates)
Month #3
(identify
beginning
and ending
dates)
Total
B.
The table shall include the following information for each class or series of securities
for each month included in the period covered by the report:
1. The total number of shares (or units) purchased (Column (a)). Include in this
column all issuer repurchases, including those made pursuant to publicly
announced plans or programs and those not made pursuant to publicly announced
OTC Markets Group Inc.
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plans or programs. Briefly disclose, by footnote to the table, the number of shares
purchased other than through a publicly announced plan or program and the nature
of the transaction (e.g., whether the purchases were made in open-market
transactions, tender offers, in satisfaction of the company's obligations upon
exercise of outstanding put options issued by the company, or other transactions).
2. The average price paid per share (or unit) (Column (b)).
3. The total number of shares (or units) purchased as part of publicly announced
repurchase plans or programs (Column (c)).
4. The maximum number (or approximate dollar value) of shares (or units) that may
yet be purchased under the plans or programs (Column (d)).
Instructions to paragraphs (B)(3) and (B)(4) of this Item 20:
a. In the table, disclose this information in the aggregate for all plans or
programs publicly announced.
b. By footnote to the table, indicate:
i. The date each plan or program was announced;
ii. The dollar amount (or share or unit amount) approved;
iii. The expiration date (if any) of each plan or program;
iv. Each plan or program that has expired during the period covered
by the table; and
v. Each plan or program the issuer has determined to terminate
prior to expiration, or under which the issuer does not intend to
make further purchases.
C.
For purposes of this Item 19, “Affiliated Purchaser” means:
1. A person acting, directly or indirectly, in concert with the issuer for the purpose of
acquiring the issuer's securities; or
2. An affiliate who, directly or indirectly, controls the issuer's purchases of such
securities, whose purchases are controlled by the issuer, or whose purchases are
under common control with those of the issuer; provided, however, that “Affiliated
Purchaser” shall not include a broker, dealer, or other person solely by reason of
such broker, dealer, or other person effecting purchases on behalf of the issuer or
for its account, and shall not include an officer or director of the issuer solely by
reason of that officer or director's participation in the decision to authorize
purchases by or on behalf of the issuer.
OTC Markets Group Inc.
OTCQX U.S. and OTCQB Disclosure Guidelines (v 13.1 Updated April 24, 2024)
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Item 20
Issuer’s Certifications.
I, Michael Mathews, certify that:
1. I have reviewed this annual disclosure statement of Aspen Group, Inc.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or
incorporated by reference in this disclosure statement, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as of, and for, the periods
presented in this disclosure statement.
Date: November 22, 2024
/s/ Michael Mathews
Chief Executive Officer
The certifications shall follow the format below:
I, Matthew LaVay, certify that:
4. I have reviewed this annual disclosure statement of Aspen Group, Inc.;
5. Based on my knowledge, this disclosure statement does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this disclosure statement; and
6. Based on my knowledge, the financial statements, and other financial information included or
incorporated by reference in this disclosure statement, fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer as of, and for, the periods
presented in this disclosure statement.
Date: November 22, 2024
/s/ Matthew LaVay
Chief Financial Officer
OTC Markets Group Inc.
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Annual Reporting Obligations
In order to be considered as having adequate current information publicly available, issuers must also
publish Annual Updates to their initial disclosure through www.OTCIQ.com, no later than 90 days after
the end of each fiscal year.
Instruction relating to the preparation of Annual Updates:
Issuers shall prepare a document that responds to each item and sub-item of Section One of
the Guidelines and shall include in its response to a particular item (i) whether a particular item
is not applicable or unavailable and (ii) the reason it is not applicable or unavailable. Each
Annual Update must contain complete responses to all of the items required by Section One of
these Guidelines, even if no changes have occurred since the last Annual Update.
Annual Updates should be published under the report name of “Annual Report” for the
appropriate fiscal year end.
Specific Note relating to Annual Updates: The “Instruction to Item 12” contained in Section One of
these Guidelines should not be followed with respect to Annual Updates; instead issuers should follow
the instruction set forth below.
Instructions to Item 12: The fiscal year-end financial statements required by Item 12 may
either be included in text of the Annual Update under the heading of Item 12 or attached at the
end of the Annual Update. If attached at the end of the Annual Update, the disclosure under
Item 12 must (i) state that the fiscal year-end financial statements are attached at the end of
this Annual Update, (ii) contain a list describing the financial statements that are attached and
(iii) contain a clear cross-reference to the specific location where the information requested by
Item 12 can be found.
Instructions relating to the preparation of Annual Updates for certain non-U.S. companies:
Companies listed on a Qualified Foreign Exchange that are exempt from SEC registration under a
rule other than Exchange Act Rule 12g3-2(b) should provide the following information:
1. Publish the company’s English-language Annual Report in conjunction with the filing deadlines
of the Qualified Foreign Exchange. Upload these documents via www.OTCIQ.com under the
report name of “Annual Report” for the appropriate fiscal year end.
2. Annually Publish a Supplemental Report via www.OTCIQ.com that contains all of the
information required under the “Catch All provision” of SEC Rule 15c2-11. Such a report
must be available for a period within the previous 12 months at all times. See
www.otcmarkets.com/files/Catchall.pdf.