This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends ourthe Annual Report on Form 10-K (the “2020 Form 10-K”) of Aspen Group, Inc. (the “Company”) for the year ended April 30, 2017 (“2017 Form 10-K”2020 (the “2020 Fiscal Year”), as filed with the Securities and Exchange Commission (the “SEC”) on July 25, 2017.7, 2020. We are filing this Amendment to amend Part III of the 20172020 Form 10-K to include the information required by and not included in Part III of the 20172020 Form 10-K because we do not intend to file our definitive proxy statement within 120 days of the end of our fiscal year ended April 30, 2017.

the 2020 Fiscal Year. Part II. Item 9B also contains information required by Items 5.02(b), 5.02(d) and 5.02(e), as permitted by the rules of the SEC.

See "Director Biographies" above for Mr. Michael Mathews’ biography and Mr. Frank J. Cotroneo’s biography.

Janet Gill has been Aspen Group’s

There are no family relationships among our directors and/or executive officers.

The Board oversees, counsels, and directs management in the long-term interest of Aspen Groupthe Company and its shareholders. The Board’s responsibilities include establishing broad corporate policies and reviewing the overall performance of Aspen Group.the Company. The Board is not, however, involved in the operating details on a day-to-day basis.

In December 2017, our Board established an Executive Committee which, subject to the limitations of Delaware law, has since performed the functions of the Board.

The Board and its committees meet throughout the year and act by written consent from time to time as appropriate. The Board delegates various responsibilities and authority to its Board committees. Committees regularly report on their activities and actions to the Board. The Board currently has and appoints the members of:of the following standing committees: the Executive Committee, the Audit Committee, the Compensation Committee, the Regulatory Oversight Committee and the Corporate Governance Committee. Each of the committees, except for the Executive Committee, has a written charter approved by the Board. The charters of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee (the “Nominating Committee”). Each of the committees have a written charter approved by the Board which can be found on our corporate website at http://ir.aspen.edu/www.aspu.com/governance-docs.

The following table identifies the independent and non-independent current Board and committee members:

With the exception of Michael Mathews and Frank J. Cotroneo, our Board has determined that all of the directors are independent in accordance with standardsas such term is defined under theThe Nasdaq Listing Rules.

Stock Market Rules (the “Nasdaq Rules”).

Our Board determined that as a result of being employed as an executive officer, Mr.officers of the Company, Messrs. Mathews isand Cotroneo are not independent under the Nasdaq Listing Rules.

Our Board has also determined that Rick Solomon,Messrs. Sanford Rich, andAndrew Kaplan, C. James Jensen and Michael Koehneman meet the independence requirements under the Nasdaq Rules and the heightened independence requirements for Audit Committee members under the rule of the SEC. Also, our Board has determined that Messrs. C. James Jensen and Norman D. Dicks are independent under the Nasdaq Listing Rules independence standards for Audit Committee members. Also, our Board has also determined that C. James Jensen, Norman D. Dicks and John Scheibelhoffer are independent under the Nasdaq Listing Rulesrelating to independence standards for Compensation Committee members.

Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee reviews Aspen Group’sthe Company’s financial reporting process on behalf of the Board and administers our engagement of the independent registered public accounting firm. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.

Our Board has determined that Mr. SanfordMessrs. Rich isand Koehneman are each qualified as an Audit Committee Financial Expert, as that term is defined byunder the rules of the SEC and in compliance with the Sarbanes-Oxley Act of 2002.

The function of the Compensation Committee is to determine the compensation of our executive officers. The Compensation Committee has the power to set performance targets for determining periodic bonuses payable to executive officers and may review and make recommendations with respect to shareholder proposals related to compensation matters. Additionally, the Compensation Committee is responsible for administering the 2012 Equity Incentive Plan (the “Plan”“2012 Plan”) and the 2018 Equity Incentive Plan (the “2018 Plan” and together, the “Plans”).

While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. Our Board believes that diversity brings a variety of ideas, judgments and considerations that benefit Aspenthe Company and its shareholders. Although there are many other factors, the Board seeks individuals with experience on public company boards or the investment community, experience on operating growing businesses, and experience with online universities.

We have chosen to combine the Chief Executive Officer and Board Chairman positions. We believe that this Board leadership structure is the most appropriate for Aspen Group.the Company. Because we are a small company, it is more efficient to have the leadership of the Board in the same hands as the Chief Executive Officer. The challenges faced by us at this stage – implementing our business and marketing planplans and continuing and managing our growth – are most efficiently dealt with by one person who is familiar with both the operational aspects as well as the strategic aspects of our business.

Our risk management function is overseen by our Board. Our management keeps its Board apprised of material risks and provides its directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect us, and how management addresses those risks. Mr. Michael Mathews, as our Chief Executive Officer and Chairman of the Board, works closely together with the Board once material risks are identified on how to best address such risks. If the identified risk poses an actual or potential conflict with management, our independent directors may conduct the assessment. Presently, the primary risks affecting us are our ability to growcontinue growing our business, including our programs which have higher long-term values, manage our working capital together with the expansion of our hybrid campus program, increase our enrollment and class starts, reduce the dependence on the continued growth of our nursing school and manage our expected growth consistent with regulatory oversight. In addition, while not under the direct control of our Board, there is the regulatory risk that our planned acquisition of United States University may not be approved. Assuming we complete the acquisition, integration of United States University and our ability to grow its business will be material risks our Board will be required to focus on.

Our Board has adopted a Code of Ethics that applies to all of our employees, including our Chief Executive Officer and Chief Financial Officer. Although not required, the Code of Ethics also applies to our directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading, corporate opportunities and whistleblowing or the prompt reporting of illegal or unethical behavior. We will provide a copy, without charge, to anyone that requests onea copy of our code of ethics in writing toby contacting Aspen Group, Inc., 1660 South Albion Road,276 Fifth Avenue, Suite 525, Denver, CO 80222,505, New York, New York 10001, Attention: Corporate Secretary.

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file initial reports of ownership and changes in ownership of our common stock and other equity securities with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms furnished to us, and written representations from reporting persons, we believe that all filing requirements applicable to our officers, directors and 10% beneficial owners were complied with during fiscal year 2017Fiscal 2020 that except that one Form 4 for Form 4sRobert Alessi was not timely filed due in September 2016 related to the extension of a total of 13 stock option grants to the Company’s executive officers and directors detailed below. The late filings were inadvertent and were a result of omission by the Company’s counsel to file as instructed. The following details the name of the Section 16 filer and the number of late transactions: (i) Michael Mathews – 5, (ii) Janet Gill – 1, (iii) Gerard Wendolowski – 2 (iv) Michael D’Anton – 2, (v) Sanford Rich – 1, (vi) John Scheibelhoffer – 1, and (vii) James Jensen – 1.

an administrative error.

Although we do not have a formal policy regarding communications with the Board, shareholders may communicate with the Board by writing to us at Aspen Group, Inc., 1660 South Albion Road,276 Fifth Avenue, Suite 525, Denver, CO 80222,505, New York, New York 10001, Attention: Corporate

Secretary. Shareholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

Our compensation program for employees does not create incentives for excessive risk taking by our employees or involve risks that are reasonably likely to have a material adverse effect on us. Our compensation has the following risk-limiting characteristics:

·

(2)

Option Awards. These amounts do not reflect the actual economic value realized by the Named Executive Officers. The amounts in this column represent the fair value of the award as of the grant date as computed in accordance with FASBthe Financial Accounting Standards Board ("FASB") ASC Topic 718 and the SEC disclosure rules. Pursuant to SEC rules, the amounts shown disregard the impact of estimated forfeitures related to service-based vesting conditions.

(3)

Mathews.The amount under Option Awards represents 346,299 stock options of which expiration dates were extended and exercise prices re-priced in September 2016. See below for a further description of the amendment"Note 12. Stockholders' Equity" to the stock options.

(4)

St. Arnauld. The amount under Option Awards represents 58,334 five-yearaudited financial statements for the 2020 Fiscal Year included in the 2020 Form 10-K for the assumptions used in calculating the grant date fair value of stock options granted to Dr. St. Arnauld. These optionsemployees and directors which are exercisable at $1.99 per share and vest in three equal increments on June 23, 2017, June 23, 2018, and June 23, 2019, subject to continued employment on each applicable vesting date.

(5)

Wendolowski.FASB ASC Topic 718 requirements.

(3) The Company currently provides and intends to continue to provide perquisites that it feels are necessary to enable the Named Executive Officers to perform their responsibilities efficiently, to minimize distractions and help build a successful culture and business. We believe the benefit, financial or otherwise, the Company receives from providing these perquisites significantly outweighs the cost of providing them. This amount under Option Awards represents 166,667includes $5,200 per month paid to Mr. Mathews as a housing allowance in the Phoenix, Arizona area which Mr. Mathews used instead of a hotel, as Mr. Mathews split his time during Fiscal 2020 between the Phoenix and New York offices given the majority of the Company’s employees are based in Phoenix. The Compensation Committee approved this arrangement since the cost of a hotel and meals would have exceeded the rental amount. Additionally, this amount includes a total of $16,800 in country club dues in the Phoenix area which the Company paid in accordance with the approval of the Compensation Committee. On a monthly basis, employees of the Phoenix office used the country club as part of a shared team-building experience. Mr. Mathews reimbursed the Company for personal expenses he incurs at the country club. These sums are disclosed in this Summary Compensation Table pursuant to the SEC Staff’s interpretations, even though the payment of these expenses resulted in a benefit to the Company and saved the Company money. Effective May 1, 2020, the Board approved a $7,000 per month housing allowance for Mr. Mathews to cover the estimated expenses he incurs in maintaining a home in the New York City area. Since Mr. Mathews is now an Arizona resident, the prior housing allowance was terminated. The new housing allowance expires upon the earlier of the sale of Mr. Mathews’ New York home or April 30, 2021.

(4) Includes five-year stock options to purchase 200,000 shares of common stock granted in July 2018 exercisable at $7.55 per share that were cancelled in March 2019 with Mr. Mathews’ consent. These stock options were cancelled in order to increase the number of shares which remain available for future awards under the Aspen Group, Inc. 2012 Equity Incentive Plan and Mr. Mathews did not receive any value in exchange for the cancellation.

These sums are disclosed in this Summary Compensation Table pursuant to the SEC Staff’s interpretations, even though the payment of these expenses resulted in a benefit to the Company and saved the Company money.

(7) Includes the grant date fair value of restricted stock units granted on February 4, 2020 of 75,000 restricted stock units, December 1, 2019 grant to Frank J. Cotroneo upon his becoming Chief Financial Officer, of 100,000 restricted stock units, and the grant date fair value of the restricted stock award to Mr. Cotroneo for Board and committee service prior to becoming Chief Financial Officer, of 15,000 restricted stock units, which approximately 356,865 stock options were held by vested upon him becoming Chief Financial Officer; in each case computed in accordance with FASB ASC Topic 718 and the SEC disclosure rules.

The Company grantedhas entered into Employment Agreements with Michael Mathews, Dr.Frank J. Cotroneo, Cheri St. Arnauld and Gerard Wendolowski 200,000, 70,000 and 200,000 five-year stock options, respectively, exercisable at $4.90 per share. The options vest annually over three years (withWendolowski. Set forth below is the first vesting date being May 13, 2018), subject to continued employment on each applicable vesting date.

On June 11, 2017,description of the Company granted Cheri St. Arnauld 30,000 five-year stock options exercisable at $6.28 which vest quarterly over a three-year period in 12 equal increments withmaterial terms of the first vesting date being on September 11, 2017, subject to continued service as an executive officer on each applicable vesting date.

Named Executive Officer Employment Agreements

Agreements.

For each fiscal year during the term of the Named Executive Officers’ Employment Agreements beginning May 1st1 and ending April 30th30 of the applicable fiscal year, theeach Named Executive Officers shall haveOfficer has the opportunity to earn a bonus up to 30%, 66% or 100% of his or her then base salary (the “Target Bonus”) as follows:

follows.

When the Company achieves annual Adjusted EBITDA (as defined in their Employment Agreements) at certain threshold levels (each, an “EBITDA Threshold”), the Named Executive Officers shall receive an automatic cash bonus (the “Automatic Cash Bonus”) equal to a percentage of his or her then base salary, and shall receive a grant of fully vested shares of the Company’s common stock having an aggregate Fair Market Value (as such term is defined in the Plan) equal to a percentage of the Named Executive Officer’s then base salary (the “Automatic Equity Bonus”). In addition, the Named Executive Officers shall be eligible to receive an additional percentage of his then Base Salary as a cash bonus (the “Discretionary Cash Bonus”) and an additional grant of fully vested shares of the Company’s common stock having an aggregate Fair Market Value equal to a percentage of the Named Executive Officers’ then base salary (the “Discretionary Equity Bonus”) based on the Board’s determination that the Named Executive Officer has achieved certain annual performance objectives established at the beginning of each fiscal year. There were no performance objectives set for 2016 or 2017.

The EBITDA Thresholds and corresponding bonus levels are set forth in the table below. For the avoidance of doubt, the Named Executive Officer shall only be eligible to receive the bonuses associated with a single EBITDA Threshold; i.e. in the event the Company attains EBITDA Threshold (2), only the bonuses associated with EBITDA Threshold (2) below (and not the bonuses associated with EBITDA Threshold (1)) shall be applicable.

EBITDA Threshold	Automatic Cash Bonus	Automatic Equity Bonus	Discretionary Cash Bonus	Discretionary Equity Bonus
$1,000,000 -$1,999,999	7.5%	7.5%	Up to 7.5%	Up to 7.5%
$2,000,000 -$3,999,999	16.5%	16.5%	Up to 16.5%	Up to 16.5%
$4,000,000 and over	25%	25%	Up to 25%	Up to 25%

Provided, however, that the

The earning of the Automatic Cash Bonus is subject to the Company having at least $2,000,000 in available cash after deducting the Target Bonuses paid to all executive officers of the Company or its subsidiaries under the same Target Bonus formula pursuant to such executives’ employment agreements (the “Cash Threshold”) and the executive officer continuing to provide services under their Employment Agreement on the applicable Target Bonus determination date. If the Company is unable to pay the Automatic Cash Bonus as a result of not meeting the Cash Threshold, no Automatic Cash Bonus will be earned for that fiscal year.

Each of the Named Executive Officers is entitledeligible to receive discretionary bonuses under their Employment Agreements atAgreements.

On July 8, 2020, based on the discretionrecommendation of the Compensation Committee. In fiscal 2017,Committee, the Named Executives Officers were each paidBoard awarded discretionary bonuses to the following executives:

The cash bonuses as disclosedbonus is payable in equal quarterly installments in the Summary Compensation Table above.

year ending April 30, 2021. The RSUs cliff vest on July 8, 2023. All underlying shares of common stock will be delivered upon vesting, and all payments and vesting are subject to continued service with the Company on each applicable payment or vesting date. In the event of a change of control of the Company, all payments and vesting will accelerate. The RSUs were issued under the 2018 Equity incentive Plan.

Under their Employment Agreements, the Named Executive Officers are entitled to severance payments. All of the termination provisions are intended to comply with Section 409A of the Internal Revenue Code of 1986, or the Code, and the Regulations thereunder.

In the event of dismissaltermination by the Company without cause“cause” or resignation for Good Reason:

·

Mr. Mathews will“good reason,” each of the Named Executive Officers is entitled to receive 12 months base salary, immediate vesting of unvested equity awards and continued benefits;

·

Dr. St. Arnauld will receivebenefits for six months base salary; and

·

Mr. Wendolowski will receive six months base salary.

Immediatelymonths.

In case of termination or change in title upon a change of control event:

·

Mr. Mathews willevent, each of the Named Executive Officers is entitled to receive 18 months base salary, immediate vesting of unvested equity awards, continued benefits for 18 months and 100% of the existing Target Bonus, if any, for that fiscal year when the change of control occurs.

·

Dr. St. Arnauld and Mr. Wendolowski will each receive three months base salary.

In the event Mr. Mathews’ Employment Agreement is terminated at the end of a term and he remains employed until the end of the Term, Mr. Mathews will be entitled to receive six months base salary.

“Change of controlcontrol” is defined in theirthe Employment Agreements similar to the manner that change of controlsame way it is defined under Section 409A of the Code. Generally, Good Reason“good reason” is defined as a material diminution in the executives’Named Executive Officer’s authority, duties or responsibilities due to no fault of his or her own (unless he or she has agreed to such diminution); or (ii) any other action or inaction that constitutes a material breach by Aspen Groupthe Company under the Employment Agreement; or (iii) generally a relocation of the principal place of employment to a location outside of metropolitan New York, New York or ScottsdalePhoenix, Arizona area.

In the event employment is terminated at the end of the term upon the notice of non-renewal and a Named Executive Officer remains employed until the end of the term, such Named Executive Officer will be entitled to receive six months base salary and continued benefits for Dr. St. Arnauld.

six months.

Listed below is information with respect to unexercised options that have not vested, and equity incentive plan awards for each Named Executive Officer outstanding as of April 30, 2017:

Outstanding Equity Awards At Fiscal Year-End

Name (a)		Number of Securities Underlying Unexercised Options (#) Exercisable (b)				Number of Securities Underlying Unexercised Options (#) Unexercisable (c)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)				Option Exercise Price ($) (e)				Option Expiration Date (f)				Number of Shares or Units of Stock That Have Not Vested (#) (g)				Market Value of Shares or Units of Stock That Have Not Vested ($) (h)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j)
Michael Mathews			—			25,000	(1)								2.52			6/15/20
			—			41,667	(2)								2.52			6/22/20
			—			241,667	(3)								2.52			12/4/20
			—			24,076	(4)								2.52			1/23/21
			—			13,889	(4)								2.52			1/23/21
			108,333			54,167	(5)								2.28			9/4/19
			41,667			83,333	(6)								2.10			12/11/20
Cheri St. Arnauld			41,667			—									2.28			3/1/19
			27,777			55,556	(7)								2.03			6/8/20
			—			58,334									1.992			6/23/21
Gerard Wendolowski			—			8,334	(8)								2.52			6/15/20
			—			4,167	(9)								2.52			3/17/21
			12,500			—									2.28			2/28/18
			41,667			—									2.28			3/1/19
			19,445			38,889	(10)								2.0292			6/8/20
			—			166,667	(11)								1.99			6/23/21

2020. The vesting of all unvested options is subject to continued employment on each applicable vesting date.

(1)

Vests in three equal increments Based on June 15, 2018, June 15, 2019 and June 15,$7.90 per share, the closing price of the Company’s common stock as of April 30, 2020.

(2)

Vests in three equal increments on June 22, 2018, June 22, 2019 and June 22, 2020.

(3)

Vests in three equal increments Remainder vests on December 4, 2018, December 4, 2019 and December 4,31, 2020.

(4)

Vests in three equal increments

(3) Remainder vests on October 23, 2018,2020.

(4) Remainder vests on October 23, 2019 and October 23, 2020.

(5)

Vests Remainder vests on September 4, 2017.

May 13, 2020.

(6)

Vests Remainder vests on June 11, 2020.

(7) Remainder vests in two equal increments on December 11, 201724, 2020 and December 11, 2018.

(7)

Vests24, 2021.

(9) Remainder vests in two equal increments on June 8, 2017July 19, 2020 and June 8, 2018.  

(8)

Vests in three equal incrementsJuly 19, 2021.

(10) Remainder vests on March 14, 2018, March 14, 2019 and March 14,May 13, 2020.

(9)

Vests in three equal increments

(11) Remainder vests on December 17, 2018, December 17, 2019 and December17, 2020.

(10)

Vests in two equal increments on June 8, 2017July 19, 2020 and June 8, 2018.

(11)

Vests in three equal increments on June 23, 2017, June 23, 2018 and June 23, 2019.

July 19, 2021.

Our employees do not receive compensation for serving as members of our Board. Our non-employee directors receive compensation for their service as directors and members of committees of the Board, consisting of cash and equity awards. Our non-employee directors can elect to receive equity instead of all or a portion of their cash compensation. Cash compensation is paid quarterly and equity compensation is paid in arrears. In December 2019, our Board of Directors awarded $35,000 in cash for calendar year 2020 payable quarterly in equal increments subject to continued service as of the applicable payment date and further subject to each applicable director having received grants totaling at least 100,000 options. The only directors receiving cash awards were Messrs. Jensen and Cotroneo. Directors are reimbursed for reasonable expenses incurred in attending meetings and carrying out duties as board and committee members. Under the Plan,Plans, our non-employee directors receive grants of stock options as compensation for their services on our Board, as described above. Because we do not pay compensation to employee directors, Mr. Michael Mathews was not compensated for his service as a director in Fiscal 2020 and is omitted from the following table.

Mr. Frank J. Cotroneo received a grant of Restricted Stock Units for his Board service in Fiscal 2017 Director Compensation

Name (a)			Option Awards ($) (d)(1)				Total ($) (j)
Michael D’Anton (2)(4)				23,379				23,379
Norman D. Dicks (3)				40,000				40,000
C. James Jensen (2)(4)				43,136				43,136
Andrew Kaplan (2)(4)				33,333				33,333
Malcolm F. MacLean IV (3)				40,000				40,000
Sanford Rich (2)(4)				36,936				36,936
John Scheibelhoffer (2)(4)				28,236				28,236
Rick Solomon (2)(4)				35,400				35,400
Paul Schneier (2)(5)				9,636				9,636
David Pasi (2)(5)				7,500				7,500

2020 prior to his appointment as the Chief Financial Officer.

(1)

Amounts reported represent the aggregate grant date fair value of awards granted without regards to forfeitures granted to the independent members of our Board of Directors during fiscal 2017,the 2020 Fiscal Year, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by each director.

(2) The table below sets forth the director. As disclosed on page 7, a numbershares of restricted common stock and unexercised options held by employeeseach of our non-employee directors outstanding as of April 30, 2020.

(3) Represents the portion of cash compensation earned as of April 30, 2020. Pursuant to their election to receive shares of restricted common stock in lieu of $35,000 in cash compensation, Messrs. Dicks, Kaplan, MacLean and directors were extended and re-priced during the fiscal year. In connection with the re-pricing and extension, 46,905 stock options held by directors were amended.

(2)

On May 19, 2016, the specified directorRich each received a grant of 12,500 five-year10,000 stock options (exercisable at $1.92 per share) whichin December 2019. The stock options vest over a three year period in five equal annual increments (with the first vesting date being May 19, 2017),beginning on December 9, 2021, subject to continued service as a director of the Company, on each applicable vesting date. The Board approved the Board.

(3)

On November 29, 2016, the specified director received a grantacceleration of 41,667 five-yearvesting of Mr. MacLean’ stock options (exercisable at $3.24 per share) which vest overin connection with his resignation as a three year period in equal increments (with the first vesting date being November 29, 2017), subject to continued service on the Board.

director.

The following chart reflects the number of securities granted and the weighted average exercise price for our compensation plans as of April 30, 2017.

Name Of Plan		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted-average exercise price of outstanding options, warrants and rights (b)($)			Number of securities remaining available for future issuance under compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders
2012 Equity Incentive Plan (1)		2,096,550			2.42			11,783
Equity compensation plans not approved by security holders		—			—			—
Total		2,096,550			2.42			11,783

———————

(1)

2020. Name of Plan Number of securities to be issued upon exercise of outstanding options, restricted stock units, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights $ (b) Number of securities remaining available for future issuance under compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders Aspen Group, Inc. 2012 Equity Incentive Plan, as amended (1) 2,466,955 $ 4.53    (3)   179,380 Aspen Group, Inc. 2018 Equity Incentive Plan (2) 267,944 $ 5.49    (3)   47,277 Equity compensation plans not approved by security holders —    —       Total 2,734,899 226,657 __________________ (1) Represents options issued under the Plan. Includes 1,755,494 options granted to current directors and executive officers.

On July 24, 2017, Aspen Group amended the Plan to increase the number of authorized shares under the 2012 Equity Incentive Plan, as amended. Includes 313,503 options and 5,131 shares of restricted stock granted to a totalcurrent directors and executive officers.