UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Aspen Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Aspen Group, Inc.

1660 South Albion Street,276 Fifth Avenue, Suite 525505

Denver, CO 80222New York, New York, 10001

(303) 333-4224(646) 448-5144

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the shareholdersstockholders of Aspen:Aspen Group, Inc.:

We are pleased to invite you to attend the 2020 Annual Meeting of the ShareholdersStockholders (the “Annual Meeting”) of Aspen Group, Inc., a Delaware corporation (“Aspen” or the(the “Company”), which will be held at 10:009:30 a.m., local time on March 19, 2018December 21, 2020 at Hotel Pennsylvania, 401 Seventh Avenue (at 33^rd Street), New York, New York 10001,the Company’s offices located at 4615 E. Elwood Street, Phoenix, Arizona 85040, for the following purposes:

1.

To elect 10Elect eight members to Aspen’sof the Board of Directors;Directors for a one-year term expiring at the next annual meeting of stockholders;

2.

To ratify prior amendments increasingApprove an amendment to the amount of shares issuable under the 2012Aspen Group, Inc. 2018 Equity Incentive Plan to 3,500,000increase the number of shares of common stock authorized for issuance thereunder from 1,100,000 to 1,600,000 shares;

3.

To ratifyRatify the shares issued and issuable in connection withselection of Salberg & Company, P.A. as the acquisition of United States University;

4.

To approve Aspen’s executive officer compensation;

5.

To ratify the appointment of ourCompany’s independent registered public accounting firm for the fiscal 2018; andyear ending April 30, 2021;

4.

Approve on a non-binding advisory basis the compensation of the Company’s named executive officers;

5.

Approve on a non-binding advisory basis the frequency with which the stockholders shall vote to approve executive compensation;

6.

To transactApprove an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting; and

7.

Transact such other business as may properly come before the Annual Meeting.

Aspen’sThe Company’s Executive Committee of the Board of Directors (the “Board”) has fixed the close of business on February 7, 2018October 30, 2020 as the date (the “Record Date”) for a determination of shareholdersthe stockholders entitled to notice of, and to vote at, thisthe Annual Meeting or any adjournment or postponement thereof.

Important notice regarding the availability of proxy materials for the Annual Meeting

to be held on March 19, 2018. ThisDecember 21, 2020.

We mailed the Notice of Internet Availability of Proxy Materials on or about November 9, 2020. The Notice and Proxy Statement and our Annual Report on Form 10-K and Form 10-K/Afor the fiscal year ended April 30, 2020, as amended, are available at: https://www.proxyvote.com.

If You Plan to Attend

Please note that space limitations make it necessary to limit attendance to shareholders.stockholders. Registration and seating will begin at 9:4500 a.m. Shares can be voted at the meetingAnnual Meeting only if the holder is present in person or is represented by valid proxy.

For admission to the meeting,Annual Meeting, each shareholderstockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of stock ownership as of the Record Date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

If you do not plan on attending the meeting, please vote your shares via the internet, by phone or by signing and dating the enclosed proxy and return it in the business envelope provided. Your vote is very important.

Dated: February 14, 2018November 9, 2020

Whether or not you expect to attend in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting.Annual Meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

Table of Contents

i

Aspen Group, Inc.

1660 South Albion Street,276 Fifth Avenue, Suite 525505

Denver, CO 80222New York, New York, 10001

(303) 333-4224(646) 448-5144

ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

PROXY STATEMENT

Why am I receiving these materials?

TheseThis proxy materials arestatement (the “Proxy Statement”) is being sent to the holders of shares of the voting stock of Aspen Group, Inc., a Delaware corporation (“AGI” or the “Company”) in connection with the solicitation of proxies by Aspen’sour Board of Directors (the “Board”) for use at the 2020 Annual Meeting toof Stockholders of the Company (the “Annual Meeting”) which will be held at 10:009:30 a.m., local time on March 19, 2018December 21, 2020 at Hotel Pennsylvania, 401 Seventh Avenue (at 33^rd Street)the offices of Aspen Group, Inc. located at 4615 E. Elwood Street, Phoenix, Arizona 85040. We mailed the Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended April 30, 2020 (the “2020 Fiscal Year”), New York, New York 10001. The proxy materials relatingas amended by Amendment No. 1 on Form 10-K/A filed on July 14, 2020, to the Annual Meeting are first being mailed to shareholdersstockholders entitled to vote at the meetingAnnual Meeting on or about February 14, 2018. A copy of the Company’s Form 10-K and Form 10-K/A for the year ended April 30, 2017 (the “2017 Fiscal Year”) are being mailed concurrently with this Proxy Statement.November 9, 2020.

Who is entitled to vote?

The Executive Committee of the Board has fixed the close of business on February 7, 2018October 30, 2020 as the record date (the “Record Date”) for a determination of shareholdersthe stockholders entitled to notice of, and to vote at, the Annual Meeting. OnAs of the Record Date, there were 15,078,83124,435,286 shares of common stock outstanding. Each share of the Company’s common stock represents one vote that may be voted on each matter that may come before the Annual Meeting. There are no shares of preferred stock that are entitled to vote.

What is the difference between holding shares as a record holder and as a beneficial owner?

If your shares are registered in your name with Action Stock Transfer Corporation, the Company’s transfer agent, Action Stock Transfer Corporation, you are the “record holder” of those shares. If you are a record holder, these proxy materials havethe Notice has been provided directly to you by the Company.

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials havethe Notice has been forwarded to you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.

Who may attend the meeting?

Record holders and beneficial owners may attend the Annual Meeting. If your shares are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record Date. Please see below forthe instructions on how to vote at the Annual Meeting if your shares are held in street name.

How do I vote?

Record HolderHolder:

If you vote by Internet or phone, please DO NOT mail your proxy card.

Beneficial Owner (Holding Shares in Street Name):

What constitutes a quorum?

To carry on the business of the Annual Meeting, we must have a quorum. A quorum is present when a majority of the outstanding shares of stock entitled to vote, as of the Record Date, are represented in person or by proxy. Shares owned by the Company are not considered outstanding or considered to be present at the Annual Meeting. Broker non-votes (because there are non-routineroutine matters presented at the Annual Meeting) and abstentions are counted as present for the purpose of determining the existence of a quorum.

What happens if a quorum is not present at the Company is unable to obtain a quorum?Annual Meeting?

If a quorum is not present to transact business at the Annual Meeting or if we do not receive sufficient votes in favor of the proposals by the datescheduled time of the Annual Meeting, then Mr. Michael Mathews, our Chief Executive Officer and Chairman of the persons named as proxies may propose oneBoard, or more adjournments ofDr. Cheri St. Arnauld, our Chief Academic Officer, are authorized to adjourn the Annual Meeting to permit solicitation of proxies.

Which proposals are considered “Routine”until a quorum is present or “Non-Routine”?

Proposals 2 and 5 are routine.

Proposals 1, 3, and 4 are non-routine.represented.

What is a broker non-vote?“broker non-vote”?

If your shares are held in street name, you must instruct the organization whowhich holds your shares how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any non-routine proposal. This vote is called a “broker non-vote.” Broker non-votes do not count as a vote “FOR” or “AGAINST” any of the Proposals.proposals submitted to a vote at the Annual Meeting.

If you are the shareholdera stockholder of record, and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting.Annual Meeting. If your shares are held in street name and you do not provide specific voting instructions to the organization that holds your shares, the organization may generally vote at its discretion on routine matters, but not on non-routine matters. If you sign your proxy card but do not provide instructions on how your broker should vote, your broker will vote your shares as recommended by the Board on any non-routine matter. See the note below and the following question and answer.

Important rule affecting beneficial owners holding shares in street name.Which proposals are considered “routine” or “non-routine”?

Brokers may no longer use discretionary authority to vote shares on the election of directors if they have not received instructions from their clients. Please submit your proxy card so your vote is counted.Proposals 2, 3 and 6 are routine;

Proposals 1, 4 and 5 are non-routine.

How are abstentions treated?

Abstentions only have an effect on the outcome of any matter being voted on that requires the approval based on the Company’s total voting stock outstanding. Thus, abstentions have no effect on any of the proposals.

How many votes are needed for each proposal to pass, is broker discretionary voting allowed and what is the effect of an abstention?abstentions and broker non-votes?

———————

*

Abstentions will reduce the number of affirmative votes received, but not the required number of votes or percentage needed for the proposal to pass.

What are the voting procedures?

In voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees, or withhold your votes as to specific nominees. With regard to the remaining proposals, you may vote in favor of each proposal or against each proposal, or in favor of some proposals and against others, or you may abstain from voting on any of these proposals. When voting on the “say-on-frequency” proposal, you may indicate whether the say-on-pay advisory vote on executive compensation shall be held every one, two or three years, or you  may abstain from voting. If none of the three frequency options receives a majority of the votes cast, the frequency that receives the most votes will be deemed the frequency approved by the stockholders. You should specify your respective choices on the accompanying proxy card or your proxy card.voting instruction form.

Is my proxy revocable?

You may revoke your proxy and reclaim your right to vote up to and including the day of the Annual Meeting by giving written notice to the Corporate Secretary of Aspen,the Company, by delivering a proxy card dated after the date of the previously mailed proxy card or by voting in person at the Annual Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Aspen Group, Inc., 1660 South Albion Street,276 Fifth Avenue, Suite 525, Denver, CO 80222505, New York, New York 10001, Attention: Corporate Secretary.

Who is paying for the expenses involved inof preparing and mailing this proxy statement?

All of the expenses involved in preparing, assembling and mailing thesethe proxy materials for the Annual Meeting and all costs of soliciting proxies will be paid by the Company. In addition to the solicitation by mail, proxies may be solicited by the Company’s officers and regular employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing. We may hire an independent proxy solicitation firm.

What happens if additional matters are presented at the Annual Meeting?

Other than the items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you submit a signed proxy card, the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If for any reason any of the Company’s nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the Annual Meeting, then Mr. Michael Mathews, the Company’s Chief Executive Officer and Chairman of the Board, or Ms. Janet Gill, the Company’s Chief Financial Officer, are authorized to adjourn the annual meeting until a quorum is present or represented.

What is “householding” and how does it affect me?

Record holders who have the same address and last name will receive only one copy of their proxy materials, unless we are notified that one or more of these record holders wishes to continue receiving individual copies. This procedure will reduce the Company’s printing costs and postage fees. ShareholdersStockholders who do not participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other record holders with whom you share an address, receive multiple copies of these proxy materials, or if you hold Aspenthe Company’s stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact the Company’s Corporate Secretary at: Aspen Group, Inc., 1660 South Albion Street,276 Fifth Avenue, Suite 525, Denver, CO 80222505, New York, New York 10001, Attention: Corporate Secretary.

If you participate in householding and wish to receive a separate copy of these proxy materials, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact the Company’s Corporate Secretary as indicated above. Beneficial owners can request information about householding from their brokers, banks or other holders of record.

Do I have dissenters’ (appraisal) rights?

Appraisal rights are not available to Aspen shareholdersthe Company’s stockholders with any of the proposals brought before the Annual Meeting.

Can a shareholderstockholder present a proposal to be considered at the Annual Meeting?

For a shareholderstockholder proposal to be considered for inclusion in the Company’s Proxy Statement and proxy card for the next Annual Meetingannual meeting of stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act,”“Exchange Act”) the following is required:

·

For a shareholder proposal to be considered for inclusion in Aspen’s Proxy Statement and proxy card for the next Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, which we refer to as the “Exchange Act,” ourOur Corporate Secretary must receive the written proposal nonot later than October 17, 2018,July 12, 2021, which is 120 calendar days prior to the one-year anniversary of the date Aspen’s Proxy Statement was mailedthe Company’s proxy materials were released to shareholdersstockholders in connection with thisthe Annual Meeting. Such proposals also must comply with the regulations of the Securities and Exchange Commission (the “SEC”“SEC”) regulations under Rule 14a-8 regarding the inclusion of shareholderstockholder proposals in company sponsored materials.

·

Our Bylaws include advance notice provisions that require shareholders desiringstockholders who desire to recommend or nominate individuals to the Boardfor election as directors or who wish to present a proposal at the next Annual Meeting mustannual meeting to do so in accordance with the terms of the advance notice provisions. For a shareholderstockholder proposal or a director nomination that is not intended to be included in Aspen’sthe Company’s Proxy Statement and proxy card under Rule 14a-8, our Corporate Secretary must receive the written proposal not later than the close of business on the 120th day (or October 17, 2018)July 12, 2020) nor earlier than the close of business on the 150th day (or June 12, 2020) prior to the one year anniversary of the date on which Aspenthe Company released its proxy materials to its shareholdersstockholders for this year’sthe Annual Meeting (or September 17, 2018);Meeting; provided, however, that in the event that the date of the next Annual Meetingannual meeting of stockholders is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of this year’s Annual Meeting, for notice by the shareholderstockholder to be timely, such shareholder’sstockholder’s written notice must be delivered to the secretary not later than the close of business on the 90th day prior to the next Annual Meeting or the 10th day following the day on which public announcement of the date of such meeting is first made, whichever is later. Your notice must contain the specific information set forth in our Bylaws.

·

Additionally, you must be a record holder at the time you deliver your notice to the Corporate Secretary and arebe entitled to vote at the next Annual Meeting.annual meeting of stockholders.

A nomination or other proposal will be disregarded if it does not comply with the above procedures. All proposals and nominations should be sent to Aspen Group, Inc., 1660 South Albion Street,276 Fifth Avenue, Suite 525, Denver, CO 80222505, New York, New York 10001, Attention: Corporate Secretary.

We reserve the right to amend the Company’s Bylaws and any change will apply to the next Annual Meeting unless otherwise specified in the amendment.

Interest of Officers and Directors in Matters to Be Acted Upon

Except in the election to the Company’s nominees, none of the officers or directors have any interest in any of the matters to be acted upon at the Annual Meeting.

The Board Recommends that Shareholdersthe Stockholders Vote “ForFOR” Proposal Nos.Proposals 1, 2, 3, 4 and 6 and “FOR” three years on Proposal 5.

PROPOSAL 1. TO ELECT MEMBERS TO ASPEN’S BOARDELECTION OF DIRECTORS

WeThe Board currently have 10consists of eight directors. The terms of all of the Company’s current directors will expire at thisthe Annual Meeting. The Board proposesOn the electionrecommendation of the Corporate Governance and Nominating Committee, the Board has nominated the following 10 nominees ascurrent directors:

(i) Michael Mathews,

Michael D’Anton

(ii) Frank J. Cotroneo, (iii) Norman D. Dicks,

(iv) C. James Jensen,

(v) Andrew Kaplan,

Malcolm MacLean IV

(vi) Douglas Kass, (vii) Michael Koehneman, and (viii) Sanford Rich

John Scheibelhoffer

Rick Solomon

Oksana Malysheva

All of for election at the nominees listed aboveAnnual Meeting.  Directors are currently directors of the Company. All of the nominees have been nominated and have agreed to serve if elected. The ten persons who receive the most votes cast will be elected and willby a plurality vote to serve as directors until the next Annual Meeting. annual meeting of stockholders of the Company and until their successors have been duly elected and qualified.

If a nominee becomes unavailable for election beforeall of the director nominees named in this Proxy Statement are elected at the Annual Meeting the Board can name a substitute nominee andwill consist of eight directors. The proxies willcannot be voted for such substitute nominee unless an instruction toa greater number of persons than the contrary is written onnumber of the proxy card.The principal occupation and certain other information about thedirector nominees and the Company’s executive officers are set forth on the following pages.named in this Proxy Statement.

The Board recommends a vote “ForFOR” the election of each of the nominated slate of directors.director nominees.

DIRECTOR NOMINEES

Set forth below is the information provided by the director nominees regarding their experience and qualifications. All of the nominees are currently serving as directors of the Company and have consented to serve as directors if elected at the Annual Meeting.

Director Nominee biographiesBiographies

Michael Mathews has served as Aspen’sthe Company’s Chief Executive Officer and a director since March 2012 and as Chief Executive Officer of Aspen University Inc. (“Aspen University”), a subsidiary of Aspen, since May 2011.2012. He served as Chief Executive Officer of interclick, inc.Interclick, Inc. (“Interclick”) (Nasdaq: ICLK) from August 28, 2007 until January 31, 2011. From June 2007 until it was acquired by Yahoo, Inc. (NASDAQ:(Nasdaq: YHOO) in December 2011, Mr. Mathews also served as a director of interclick.Interclick. From May 15, 2008, until June 30, 2008, Mr. Mathews served as the interim Chief Financial Officer of interclick.Interclick. From 2004 to 2007, Mr. Mathews served as the senior vice-president of marketing and publisher services for World Avenue U.S.A., LLC, an Internet promotional marketing company. Mr. Mathews was selected to serve as a director due to his knowledge of the for profit education industry, his commitment to a “debt free” education,“making college affordable again”, his track record of success in managing early stage and growing businesses, his extensive knowledge of the online education internetInternet marketing industriesindustry and his knowledge of running and serving on the boards of public companies.

Michael D’Anton Frank J. Cotroneohas served as a director of Aspenthe Company since March 2012December 2018 and as the Company’s Chief Financial Officer since December 1, 2019. Mr. Cotroneo is the founder and Chief Executive Officer of Aspen University for approximately 13 years. Since 1988, Dr. D’AntonCore Business Consulting, LLC, a consulting firm, which he founded in 2004, specializing in strategic and financial planning, business development, capital restructuring, third party vendor management, enterprise resource planning and financial systems implementation, internal control improvements, risk management, and leadership development. Mr. Cotroneo has been an ENT physicianmore than 30 years of business and surgeon at ENT Allergy Associates. Dr. D’Antonsenior management experience, including serving as the Chief Financial Officer of Acxiom Corporation (currently LiveRamp Holdings, Inc.), H&R Block and MasterCard International Inc., and serving as the Chairman of the Audit Committee of Interclick, Inc. (Nasdaq: ICLK). Mr. Cotroneo was selected to serve as a director fordue to his extensive senior executive management experience in growing and running a successful surgery centeraccounting, internal control and his knowledge of Aspen University from serving as a director prior to the 2011 Reverse Merger.financial expertise.

Norman D. Dicks has served as a director since November 17, 2016. He was a member of the United States House of Representatives for approximately 36 years. He has served as Senior Policy Advisor to law firm Van Ness Feldman LLP since 2013, advising clients on a wide-range of public policy, strategic, and regulatory issues, particularly those in the environmental sector. Prior to joining the firm, Congressman Dicks represented Washington State's 6^thState’s 6th Congressional District from 1977-2013,1977 to 2013, during which time he received a first-term appointment to the House Appropriations Committee;Committee, a committee he served on for his entire tenure in Congress. In addition, Congressman Dicks served on and chaired the Interior Appropriations Subcommittee;Subcommittee, where he made environmental issues a priority, and worked on issues affecting the National Parks, National Forests, and Native American issues. Congressman Dicks also was the chair of the Defense Appropriations Committee, and concluded his tenure in Congress as top-ranking Democratic Member on that Committee, and top-ranking Democrat on the House Appropriations Committee. From 1990 to 1998, Congressman Dicks served on the House Intelligence Committee and was awarded the CIA Directors Medal. Upon his retirement, Congressman Dicks received the Department of Defense Distinguished Public Service Medal, the highest honor bestowed upon a civilian, for his work on behalf of military members and their families. Congressman Dicks was appointed a director for his experience and expertise on a wide range of public policy, strategic and regulatory issues. Given the regulatory nature of our business, Congressman Dicks’ experience provides invaluable insight and advice to the Board and management through this critical time as we prepare to offerregarding our debtlessaffordable education solution to adults across America.

C. James Jensenhas served as a director of Aspenthe Company since March 2012 and2012. He also serves as Chairman of Aspen University since May 2011. Since 1983, Mr. Jensen has been the managing partnerExecutive Committee of Mara Gateway Associates, L.P., a privately owned real estate investment company he co-founded. Today, Mr. Jensen provides executive coaching, consulting, and advisory services to emerging growth and mid-size companies.the Board. He is an active member of the World Presidents'Presidents’ Organization, serves on the board of directorsa life director of the Institute of Noetic Sciences, and is Vice Chairman of American Global Health Group. He is also the author of the book 7 KEYS To Unlock Your Full Potential. Mr. Jensen was selected as a director due to his previous service on public company boards and his experience with entrepreneurial companies. Mr. Jensen is also the author of 7 KEYS To Unlock Your Full Potential. (www.unlock7keys.com).

Andrew Kaplan has served as a director of Aspenthe Company since June 2014. Since January 1, 2015, Mr. Kaplan has been a Managing General Partner in Education Growth Partners, a private equity firm focused exclusively on the education and training industry. From July 2000 through March 2014, Mr. Kaplan was a partner in Quad Partners or Quad,(“Quad”) a private equity firm focused exclusively on the education industry. During his tenure with Quad, Mr. Kaplan also served as a Managing Director of Quad College Group, the operational team focused on Quad’s postsecondary portfolio. From March 2014 to December 2014, Mr. Kaplan was a consultant to the education industry. Mr. Kaplan was selected as a director for his extensive knowledge of the educationaleducation industry. From May 2014 until June 2015, Mr. Kaplan, through an entity he controls, served as a consultant to Aspen.

Malcolm F. MacLean IV has servedDouglas Kasswas appointed as a director effective July 13, 2020. Since January, 2002 Mr. Kass has been the President of Aspen since November 17, 2016.Seabreeze Partners Management, Inc., which, up to July 2013, was a hedge fund sponsor and the General Partner of Seabreeze Partners, LP. Seabreeze currently manages individual accounts. Since June 2019, Mr. MacLean isKass has served on the Managing Partner and Directorboard of Tokyo-based Star Asia Group, whichdirectors of MVC Capital, Inc. (NYSE: MVC), a non-diversified, closed-end management investment company. From July 2011 through May 2017, Mr. MacLean co-founded in 2006.Kass served on the board of directors of Empire Resources Inc. (formerly Nasdaq: ERS), a distributor of value added, semi-finished metal products. Mr. MacLean is responsible for the day-to-day investment activities at the firm as co-Chair of the Investment Committee. Mr. MacLean is also the co-Founder and Managing Member of Taurus Capital Partners LLC, based in Los Angeles, which makes opportunistic investments in public and private companies, partnerships and other structured vehicles. Mr MacLeanKass was selected as a director fordue to his prior experience serving on boards of directors of several organizations as well as his extensive investment banking experience, history of entrepreneurial successbackground in finance.

Michael Koehneman was appointed as a director effective July 13, 2020. Prior to his recent retirement, Mr. Koehneman previously held various positions at Pricewaterhouse Coopers, a global accounting firm, including the Global Advisory Chief Operating Officer and large business operational expertise.Human Capital Leader from 2016 through 2019, the U.S. Advisory Operations Leader from 2005 through 2016, and the Lead Engagement Partner for Financial Statement Audits and Internal Control and Security Reviews from 1993 through 2004. Mr. Koehneman was selected as a director due to his background in accounting and technology.

Sanford Rich has served as a director of Aspenthe Company since March 2012. Since January 2016 Mr. Rich has served as the Executive Director of the New York City Board of Education Retirement System. From SeptemberNovember 2012 to January 2016, Mr. Rich has served as the Chief of Negotiations and Restructuring for the Pension Benefit Guaranty Corporation (a United States Government Agency). From October 2011 to September 2012, Mr. Rich served as Chief Executive Officer of In The Car LLC. Mr. Rich served as a director of interclickInterclick from August 28, 2007 until June 5, 2009 and as Audit Committee Chairman from August 2007 to June 2009. From February 2009 to December 2012 Mr. Rich was a Managing Director of Whitemarsh Capital Advisors, a broker-dealer. SinceFrom April 2006 to April 2020, Mr. Rich has served as a director and Audit Committee Chairman for InsPro Technologies (OTCQB: ITCC). Mr. Rich was selected as a director forbased upon his 35 years of experience in the financial sector and his experience serving on the audit committees of public companies.

John Scheibelhoffer has served as a director of Aspen since March 2012 and of Aspen University for approximately 10 years. Since 1996, Dr. Scheibelhoffer has been a physician and surgeon employed by ENT Allergy Associates. Dr. Scheibelhoffer was selected to serve as a director for his experience in running a successful surgery center and his knowledge of Aspen University from serving as a director prior to its 2012 acquisition by the Company.

Rick Solomon has served as a director of Aspen since March 2014. From May 2009 until May 2014, Mr. Solomon served as a portfolio manager at Verition Fund, a multi-strategy, multi-manager investment platform. Mr. Solomon was selected as a director for his experience in the investment industry. From July 2015 to July 2016 Mr. Solomon was a partner at Renrel Partners, LLC. From February 2015 until October 2016 Mr. Solomon was an associated person of Tripoint Global Equities, LLC, a registered broker-dealer.

Oksana Malysheva has served as a director of Aspen since December 2017. Ms. Malysheva is the Manager of Linden Education Partners LLC, a Delaware limited liability company, which is an affiliate of Educaciόn Significatίva, LLC (“ES”), a Delaware limited liability company. ES previously did business as United States University prior to Aspen’s acquisition of United States University from it.  

CURRENT DIRECTORS

The following table represents the Company’s current directors and their current position on the Board, if any:

Directors

Executive OfficersEXECUTIVE OFFICERS

See “Director Biographies” above for Mr. MichaelMessrs. Mathews’ biography.and Cotroneo’s biographical information.

Janet GillRobert Alessi has been the Company’s Chief Financial Officer since December 11, 2014 and served as the interim Chief FinancialAccounting Officer of the Company since December 1, 2019. Previously from March 11, 2014July 15, 2019 until December 11, 2014. From September 2012 until March 11, 2014, Ms. Gillthat date, Mr. Alessi was the Company’s Vice President and Controller. Ms. GillMr. Alessi is a Certified Public Accountant (inactive)(“CPA”) in the State of New York. Prior to joining the Company, Mr. Alessi served as the Vice President and Financial Controller for Prometheus Global Media, a New York City based media company, from August 2017 through June 2019. Mr. Alessi was previously the Controller for FunctionX, Inc., a social publishing and interactive media platform from January 2017 through August 2017. Between August 2015 and December 2016, Mr. Alessi worked as a Financial Consultant for Anchor Consultants. From May 2015 through July 2015 Mr. Alessi worked for Milestone Consultants. From May 2014 through April 2015, Mr. Alessi performed part time financial consulting and accounting services. From February 2007 through April 2014 Mr. Alessi was the Vice President and Financial Controller at KCAP Financial, Inc., a Business Development Company.

Cheri St. Arnauld has been Aspen’sthe Company’s Chief Academic Officer since June 11, 2017. Dr. St. Arnauld previously served as Aspen University’s Chief Academic Officer beginning March 6, 2014. From January 2012 until March 6, 2014, Dr. St. Arnauld was an educational consultant for the St. Arnauld Group. From 2008 to 2012, Dr. St. Arnauld was the Provost and Chief Academic Officer of Grand Canyon University.

Anne McNamara has served as the Chief Nursing Officer of the Company since October 31, 2019 and has served as Chief Nursing Officer of Aspen University Inc., our wholly-owned subsidiary, since June 2018. Dr. McNamara’s principal duties are to lead and oversee our hybrid online/campus pre-licensure BSN nursing program including its expansion. From January 2017 to date, she has been the President of McNamara Solutions, LLC, a consulting firm whose principal client was Aspen University until she became an employee. From April 2015 to December 2016, Dr. McNamara was Academic President of Galen School of Nursing. From March 2007 to October 2014, Dr. McNamara was Dean and a Professor at Grand Canyon University’s College of Nursing and Health Professions.

Gerard Wendolowski has been Aspen’sthe Company’s Chief Operating Officer since March 11, 2014. From May 2011 until March 11, 2014, Mr. Wendolowski served as Aspen University’s Senior Vice President of Marketing and Business Development.

CORPORATE GOVERNANCE

Board Responsibilities

The Board oversees, counsels, and directs management in the long-term interest of the Company and its stockholders. The Board’s responsibilities include establishing broad corporate policies and reviewing the overall performance of 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.

Board Committees and Charters

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 the following standing committees: the Executive Committee, the Audit Committee, the Compensation Committee, the Regulatory Oversight Committee (the “Regulatory Committee”) and the Nominating and Corporate Governance Committee (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 Committee can be found on our corporate website at http://www.aspu.com/governance-docs.

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

Director Independence

Our Board has determined that all the directors, with the exception of Michael Mathews, our Chief Executive Officer, and Frank J. Cotroneo, our Chief Financial Officer, are independent as such term is defined under The Nasdaq Stock Market Rules (the “Nasdaq Rules”).

Our Board has also determined that Messrs. Sanford Rich, C. James Jensen, Andrew Kaplan and Michael Koehneman meet the independence requirements under the Nasdaq Rules and the heightened independence requirements for Audit Committee members under the rules of the SEC. Also, our Board has determined that Messrs. C. James Jensen and Norman D. Dicks are independent under the Nasdaq Rules independence standards for compensation committee members.  

Committees of the Board of Directors

Executive Committee

The function of the Executive Committee is to provide a committee for the Company which can approve corporate actions efficiently or in a timely fashion when the full Board is unavailable. The Executive Committee was established in December 2017.

Audit Committee

Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee reviews the 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.

Audit Committee Financial Expert

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

Compensation Committee

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 stockholder proposals related to compensation matters. Additionally, the Compensation Committee is responsible for administering the 2012 Equity Incentive Plan (the “2012 Plan”) and the 2018 Equity Incentive Plan (the “2018 Plan” and together, the “Plans”).

Corporate Governance Committee

The responsibilities of the Corporate Governance Committee include the identification of individuals qualified to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board, establishing procedures for the nomination process including procedures, oversight of possible conflicts of interests involving the Board and its members, developing corporate governance principles, and the oversight of the evaluations of the Board and management. The Corporate Governance Committee has not established a policy with regard to the consideration of any candidates recommended by stockholders. If we receive any stockholder recommended nominations, the Corporate Governance Committee will carefully review the recommendation(s) and consider such recommendation(s) in good faith.

Regulatory Committee

Since our business is highly regulated, our Board established the Regulatory Committee in October 2019 to assist the Board in meeting its fiduciary duties. Its principal role is to monitor management’s regulatory compliance and communicate with our counsel including our regulatory counsel and bring matters that may be pertinent to the attention of the Board.

Board and Committee Meetings in the 2020 Fiscal Year

In the 2020 Fiscal Year the Board had seven meetings, the Compensation Committee and the Corporate Governance Committee each had one meeting, the Regulatory Committee had one meeting, the Audit Committee had seven meetings, and the Executive Committee only acted by written consent during the 2020 Fiscal Year.

There were no directors (who were incumbent at the time) except for Malcolm MacLean (who has resigned from the Board), who attended fewer than 75 percent of the aggregate total number of Board meetings and meetings of the Board committees of which the director was a member during the 2020 Fiscal Year.

Board Diversity

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 the Company and its stockholders. Although there are many other factors, the Board seeks individuals with experience on public company boards or the investment community, accounting and financial expertise, experience on operating growing businesses, and experience with online universities.

Board Leadership Structure

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 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 plans 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.

Board Risk Oversight

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 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 continue 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, and manage our expected growth consistent with regulatory oversight.

Code of Ethics

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 a copy of our Code of Ethics in writing by contacting Aspen Group, Inc., 276 Fifth Avenue, Suite 505, New York, New York 10001, Attention: Corporate Secretary.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially 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 2020 Fiscal Year except that one Form 4 for Robert Alessi reporting a grant of restricted stock units was not timely filed due to an administrative error.

Family RelationshipsCommittees of the Board of Directors

ThereExecutive Committee

The function of the Executive Committee is to provide a committee for the Company which can approve corporate actions efficiently or in a timely fashion when the full Board is unavailable. The Executive Committee was established in December 2017.

Audit Committee

Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee reviews the 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.

Audit Committee Financial Expert

Our Board has determined that Messrs. Rich and Koehneman are no family relationships amongeach qualified as an Audit Committee Financial Expert, as that term is defined under the rules of the SEC and in compliance with the Sarbanes-Oxley Act of 2002.

Compensation Committee

The function of the Compensation Committee is to determine the compensation of our directors and/or 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 stockholder proposals related to compensation matters. Additionally, the Compensation Committee is responsible for administering the 2012 Equity Incentive Plan (the “2012 Plan”) and the 2018 Equity Incentive Plan (the “2018 Plan” and together, the “Plans”).

Corporate Governance Committee

The responsibilities of the Corporate Governance Committee include the identification of individuals qualified to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board, establishing procedures for the nomination process including procedures, oversight of possible conflicts of interests involving the Board and its members, developing corporate governance principles, and the oversight of the evaluations of the Board and management. The Corporate Governance Committee has not established a policy with regard to the consideration of any candidates recommended by stockholders. If we receive any stockholder recommended nominations, the Corporate Governance Committee will carefully review the recommendation(s) and consider such recommendation(s) in good faith.

Regulatory Committee

Since our business is highly regulated, our Board established the Regulatory Committee in October 2019 to assist the Board in meeting its fiduciary duties. Its principal role is to monitor management’s regulatory compliance and communicate with our counsel including our regulatory counsel and bring matters that may be pertinent to the attention of the Board.

Board Responsibilitiesand Committee Meetings in the 2020 Fiscal Year

In the 2020 Fiscal Year the Board had seven meetings, the Compensation Committee and the Corporate Governance Committee each had one meeting, the Regulatory Committee had one meeting, the Audit Committee had seven meetings, and the Executive Committee only acted by written consent during the 2020 Fiscal Year.

There were no directors (who were incumbent at the time) except for Malcolm MacLean (who has resigned from the Board), who attended fewer than 75 percent of the aggregate total number of Board meetings and meetings of the Board committees of which the director was a member during the 2020 Fiscal Year.

Board Diversity

TheWhile we do not have a formal policy on diversity, our Board oversees, counsels,considers diversity to include the skill set, background, reputation, type and directs management inlength 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 the long-term interest of AspenCompany and its shareholders. The Board’s responsibilities include establishing broad corporate policiesstockholders. Although there are many other factors, the Board seeks individuals with experience on public company boards or the investment community, accounting and reviewing the overall performance of Aspen. The Board is not, however, involved in thefinancial expertise, experience on operating details on a day-to-day basis. Since December 2017, our Board has had an Executive Committee which, subject to the limitations of Delaware law, has performed the functions of the Board.growing businesses, and experience with online universities.

Board Committees and ChartersLeadership Structure

TheWe have chosen to combine the Chief Executive Officer and Board and its committees meet throughoutChairman positions. We believe that this Board leadership structure is the year and act by written consent from timemost appropriate for the Company. Because we are a small company, it is more efficient to time as appropriate. The Board delegates various responsibilities and authority to its Board committees. Committees regularly report on their activities and actions tohave the Board. The Board currently has and appoints the members of: the Executive Committee, Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee. The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee have written charters approved by the Board which can be found on our corporate website at “https://ir.aspen.edu/governance-docs”.

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

During the 2017 Fiscal Year, all of the directors attended over 75%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 committee meetings for whichmarketing plans and continuing and managing our growth – are most efficiently dealt with by one person who is familiar with both the directors served. Aspen does not have a policy regarding director attendance at annual shareholder meetings.operational aspects as well as the strategic aspects of our business.

Director Independence

With the exception of Michael Mathews andOksanaMalysheva, our Executive Committee determined that all of the directors are independent in accordance with standards under the Nasdaq Listing Rules.Board Risk Oversight

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 Committee determined that as a resultOfficer and Chairman of being employed asthe Board, works closely with the Board once material risks are identified on how to best address such risks. If the identified risk poses an executive officer, Mr. Mathews is notactual or potential conflict with management, our independent underdirectors may conduct the Nasdaq Listing Rules. Based onassessment. Presently, the adviceprimary risks affecting us are our ability to continue growing our business, including our programs which have higher long-term values, manage our working capital together with the expansion of our counsel,hybrid campus program, increase our Executive Committee determined that as a resultenrollment and class starts, and manage our expected growth consistent with regulatory oversight.

Code of being the managing partner of Linden Education Partners LLC, the company from which we purchased the assets of United States University,OksanaMalysheva is not independent under the Nasdaq Listing Rules.Ethics

Our Board has adopted a Code of Ethics that applies to all of our employees, including our Chief Executive Committee hasOfficer and Chief Financial Officer. Although not required, the Code of Ethics also determinedapplies to our directors. The Code of Ethics provides written standards that Rick Solomon, Sanford Rich,we believe are reasonably designed to deter wrongdoing and C. James Jensen are independent underpromote honest and ethical conduct, including the Nasdaq Listing Rules independence standards for Audit Committee members. Also,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 a copy of our Executive Committee has determined that C. James Jensen, Norman D. Dicks, and John Scheibelhoffer are independent under the Nasdaq Listing Rules independence standards for Compensation Committee members. Also, our Executive Committee has determined that Michael D’Anton, Andrew Kaplan, and Malcolm MacLean IV are independent under the Nasdaq Listing Rules independence standards for Nominating andCode of Ethics in writing by contacting Aspen Group, Inc., 276 Fifth Avenue, Suite 505, New York, New York 10001, Attention: Corporate Governance Committees. Also, our Executive Committee has determined that C. James Jensen, Andrew Kaplan, and Sanford Rich are independent under the Nasdaq Listing Rules independence standards for Executive Committees.Secretary.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially 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 2020 Fiscal Year except that one Form 4 for Robert Alessi reporting a grant of restricted stock units was not timely filed due to an administrative error.

Committees of the Board of Directors

Executive Committee

The function of the Executive Committee is to provide a committee for the Company which can approve of corporate actions efficiently or in a timely fashion when the full Board is unavailable or unreachable.unavailable. The Executive Committee was established after our 2017 fiscal year in December 2017 and did not hold any meetings in the 2017 Fiscal Year.2017.

Audit Committee

Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee reviews Aspen’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. The Audit Committee had four meetings in the 2017 Fiscal Year.

Audit Committee Financial Expert

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.

Compensation Committee

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 shareholderstockholder 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”). The Compensation Committee had one meeting in the 2017 Fiscal Year.

Nominating and Corporate Governance Committee

The responsibilities of theNominating and Corporate Governance Committee include the identification of individuals qualified to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board, establishestablishing procedures for the nomination process including procedures, oversight of possible conflicts of interests involving the Board and its members, developdeveloping corporate governance principles, and the oversight of the evaluations of the Board and management. TheNominating and Corporate Governance Committee has not established a policy with regard to the consideration of any candidates recommended by shareholders.stockholders. If we receive any shareholderstockholder recommended nominations, theNominating and Corporate Governance Committeewill carefully review the recommendation(s) and consider such recommendation(s) in good faith. TheNominating and Corporate Governance Committee had no meetings in the 2017 Fiscal Year.

Number of meetingsRegulatory Committee

Since our business is highly regulated, our Board established the Regulatory Committee in October 2019 to assist the Board in meeting its fiduciary duties. Its principal role is to monitor management’s regulatory compliance and communicate with our counsel including our regulatory counsel and bring matters that may be pertinent to the attention of the board for fiscal year 2017Board.

Board and Committee Meetings in the 2020 Fiscal Year

In the 20172020 Fiscal Year the Board had fiveseven meetings, the Compensation Committee and the Corporate Governance Committee each had one meeting, the Regulatory Committee had one meeting, the Audit Committee had seven meetings, and the Executive Committee only acted by unanimouswritten consent on thirteen occasions. during the 2020 Fiscal Year.

There were no directors (who were incumbent at the time) except for Malcolm MacLean (who has resigned from the Board), who attended fewer than 75 percent of the aggregate total number of Board meetings or committeeand meetings of the Board forcommittees of which the 2017director was a member during the 2020 Fiscal Year.

Board Diversity

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.stockholders. Although there are many other factors, the Board seeks individuals with experience on public company boards or the investment community, accounting and financial expertise, experience on operating growing businesses, and experience with online universities.

Board Leadership Structure

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.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.

Board Risk Oversight

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.

Code of Ethics

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. Our Code of Ethics can be found on our corporate website at “https://ir.aspen.edu/governance-docs”.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially 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 the 20172020 Fiscal Year except that one Form 4 for Form 4sRobert Alessi reporting a grant of restricted stock units was not timely filed due in September 2016 related to the extension of a total of 13 stock option grants to the Company’san administrative error.

Family Relationships

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

Communication with our Board of Directors

Although we do not have a formal policy regarding communications with the Board, shareholdersstockholders 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. ShareholdersStockholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

Related personTRANSACTIONS WITH RELATED PERSONS

Set forth below is a brief description of the transactions since endMay 1, 2018 in excess of last fiscal year$120,000 in which the Company was a participant and in which any director or executive officer of the Company, any known 5% or greater stockholder of the Company or any immediate family member of any of the foregoing persons, had a direct or indirect material interest as defined in Item 404(a) of Regulation S-K. As permitted by the SEC rules, discussion of employment relationships or transactions involving the Company’s executive officers and directors, and compensation solely resulting from such employment relationships or transactions, or service as a director of the Company, as the case may be, has been omitted to the extent disclosed in the Executive Compensation or the Director Compensation section of this Proxy Statement, as applicable.

Stock Purchase Agreement with Educaciόn Significativa

On July 18, 2018, the Company entered into a Stock Purchase Agreement with Educaciόn Significativa for the repurchase of 1,000,000 shares of the Company’s common stock at $7.40 per share. Ms. Oksana Malysheva, a then director of the Company, is the sole member and manager of Linden Education, which is the sole voting member of Educaciόn Significativa. The Company simultaneously sold 1,000,000 shares of common stock to a large asset manager at the same price or $7.40 per share.

Credit Facility Agreement

On November 5, 2018, the Company entered into an agreement (the “Credit Facility Agreement”) providing for a $5 million revolving credit facility (the “Facility”) with the Leon and Toby Cooperman Family Foundation (the “Lender”), of which Mr. Leon Cooperman, a principal shareholder of the Company, is the trustee. Borrowings under the Credit Facility Agreement are evidenced by a revolving promissory note (the “Note”) and bear interest at 12% per annum. The Facility matures on November 4, 2021. Pursuant to the terms of the Credit Facility Agreement, the Company agreed to pay to the Lender a $100,000 one-time upfront facility fee. The Company also agreed to pay to the Lender a commitment fee, payable quarterly at the rate of 2% per annum on the undrawn portion of the Facility. As of the date of this Amendment, the Company has not borrowed any sum under the Facility. Pursuant to the Credit Facility Agreement, on November 5, 2018 the Company issued to the Lender warrants to purchase 92,049 shares of the Company’s common stock exercisable for five years from the date of issuance at the exercise price of $5.85 per share (the “Warrants”). On March 6, 2019, in connection with entering into loan agreements with the Lender and another shareholder of the Company, the Company amended and restated the Credit Facility Agreement and the related revolving promissory note to grant the Lender a first priority lien in certain deposit accounts of the Company, all current and future accounts receivable of Aspen University Inc. and United States University, Inc., subsidiaries of the Company (the “Subsidiaries”), certain of the deposit accounts of the Subsidiaries and all of the outstanding capital stock of the Subsidiaries (the “Collateral”) on a pari passu basis with the other lender.

Loan Agreements

On March 6, 2019, the Company entered into a loan agreement with the Lender. Under the Loan Agreement we borrowed $5 million (the “Loan”), evidenced by a 12% term Promissory Note and Security Agreement due September 6, 2020. The loan was secured by a first priority lien in the Collateral. Concurrently with entering into the Loan Agreement, the Company entered into, and borrowed another $5 million under, a loan agreement with another stockholder of the Company, which is not a related party, on the same terms as are contained in the Loan Agreement. The Company issued 100,000 Warrants to the Lender and the other lender exercisable at $6 per share.

On January 4, 2018,22, 2020, the Company grantedrefinanced the Loan and the other $5 million by issuing each lender a total$5 million 7% Convertible Note. The Convertible Notes were convertible at $7.15 per share and due on January 22, 2023. The Convertible Notes automatically converted into common stock if the average closing price of 180,000our common stock optionsis at least $10.725 over a 20 consecutive trading day period. On September 14, 2020, the Company issued 1,398,602 shares of its common stock to the non-employee directorstwo holders of the Convertible Notes upon mandatory conversion of the Convertible Notes pursuant to their terms.

On June 5, 2020, the Lender exercised all of its Warrants and received 192,049 shares of common stock in exchange for a 5% discount in the exercise prices. In addition, the Lender agreed to not sell its common stock for at least six months.

Equity Awards to Executive Officers

On October 31, 2019, Dr. Anne McNamara, the Chief Nursing Officer of the Company received a grant of 50,000 RSUs. The RSUs vest on the Company’s Board. The January 4, 2018, options vest in equal increments on DecemberOctober 31, 2018, 2019 and 2020,2022, subject to continued serviceemployment as an officer of the Company as of the vesting date.

Effective December 1, 2019, Robert Alessi received a director or committee membergrant of 20,000 RSUs in connection with Mr. Alessi’s appointment as the Company’s Chief Accounting Officer. The RSUs vest annually over a three-year period, subject to continued employment on each applicable vesting date.

On May 13, 2017,February 4, 2020, Dr. Anne McNamara, the Chief Nursing Officer of the Company, granted its executive officersreceived a totalgrant of 500,000 five-year stock options50,000 RSUs. The RSUs vest four years from the grant date, subject to purchase sharesaccelerated vesting as follows: (i) if the closing price of the Company’s common stock underis at least $9 for 20 consecutive trading days, 10% of the Company’s Plan.

On June 11, 2017,RSUs vest immediately; (ii) if the Company granted Cheri St. Arnauld a total of 30,000 five-year stock options to purchase sharesclosing price of the Company’s common stock underis at least $10 for 20 consecutive trading days, 25% of the RSUs vest immediately; and (iii) if the closing price of the Company’s Plan.common stock is at least $12 for 20 consecutive trading days, all of the unvested RSUs vest immediately. Of these RSUs, 5,000 vested in August 2020 and 12,500 RSUs vested in September 2020.

On July 8, 2020, based on the recommendation of the Compensation Committee, the Board awarded discretionary bonuses, consisting each of a cash portion and an RSU portion, to Messrs. Mathews, Cotroneo and Wendolowski, and Drs. St. Arnauld and McNamara, the executive officers of the Company. See “Executive Compensation – Bonuses – Discretionary Bonuses” for further details regarding these transactions.

On August 12, 2020, Robert Alessi, the Company’s Chief Accounting Officer, received a grant of 20,000 RSUs. The RSUs vest in approximately equal annual increments over a three-year period from July 1, 2020, subject to continued service as an executive officer of the Company as of each applicable vesting date.

Additionally, the following RSUs granted to the Named Executive Officers on February 4, 2020, vested in August and September 2020 pursuant to the accelerated vesting provisions contained therein: (i) 35,000 out of 100,000 RSUs granted to Michael Mathews, Chief Executive Officer and Chairman of the Board, (ii) 26,250 out of 75,000 RSUs granted to Frank J. Cotroneo, Chief Financial Officer, (iii) 26,250 out of 75,000 RSUs granted to Dr. Cheri St. Arnauld, Chief Academic Officer, and (iv) 26,250 out of 75,000 RSUs granted to Gerard Wendolowski, Chief Operating Officer.

Voting securities and principal holders thereofSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of Aspen’sthe Company’s common stock beneficially owned as of February 7, 2018,the Record Date by (i) those persons known by Aspenthe Company to be owners of more than 5% of its common stock, (ii) each director, and director nominee, (iii) the Named Executive Officers (as disclosed in the Summary Compensation Table), and (iv) Aspen’sthe Company’s executive officers and directors as a group. Unless otherwise specified in the notes to this table, the address for each person is: c/o Aspen Group, Inc. 1660 South Albion Road,, 276 Fifth Avenue, Suite 525, Denver, CO 80222.505, New York, New York 10001, Attention: Corporate Secretary.

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* Less than 1%.

Summary Compensation Table for the 2017 Fiscal Year

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(1)

Bonuses. Represents cash bonuses.

(2)PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE ASPEN GROUP, INC. 2018 EQUITY INCENTIVE PLAN

Option Awards. These amounts do not reflect

Overview and Purpose of the actual economic value realizedAmendment

We are asking you to approve an amendment to the 2018 Plan to increase the number of shares of common stock that the Company is authorized to issue under the 2018 Plan (the “Amendment”) from 1,100,000 shares to 1,600,000 shares. The Executive Committee has adopted a resolution approving the Amendment and submitting it to a vote by the Named Executive Officers. The amountsCompany’s stockholders at the Annual Meeting.

Having a sufficient number of shares under the 2018 Plan is critical to our ability to continue to attract, retain, engage and focus highly motivated and qualified employees, particularly in this column represent the fair valuecompetitive labor market that exists today in our industry. A copy of the awardAmendment is attached to this Proxy Statement asAnnex A.

Interest of Officers and Directors in Matters to Be Acted Upon

All of the grant date as computed in accordance with FASB ASC Topic 718current directors 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.

(4)

St. Arnauld. The amount under Option Awards represents 58,334 five-year stock options granted to Dr. St. Arnauld. These options 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. The amount under Option Awards represents 166,667 five-year stock options granted to Mr. Wendolowski. These options 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. Option Awards also includes 12,501 stock options of which expiration dates were extended and exercise prices re-priced in September 2016.

Named Executive Officer Employment Agreements

Michael Mathews. From May 16, 2013 until September 2015, Michael Mathews had an Employment Agreement whereby Mr. Mathews was paid an annual base salary of $100,000 until it was increased to $250,000 in September 2015.

Effective November 1, 2016, Aspen entered into a three-year Employment Agreement with Mr. Mathews replacing his prior Employment Agreement which expired May 16, 2016. In accordance with this new Employment Agreement, Mr. Mathews receives an annual base salary of $325,000.

Cheri St. Arnauld. From March 1, 2014 until March 1, 2017, Dr. St. Arnauld had an Employment Agreement whereby Dr. St. Arnauld was paid a base salary of $120,000 on an annualized basis for the first six months of the Employment Agreement and after this six month period she began receiving an annual base salary of $240,000 which was thereafter increased to $264,000 on January 1, 2017 and thereafter to $300,000 on June 11, 2017.

Gerard Wendolowski. Effective November 11, 2014, Aspen and Mr. Wendolowski entered into a three-year Employment Agreement. Under the Employment Agreement, Mr. Wendolowski received an annual base salary of $200,000. Effective July 1, 2016, Aspen increased Mr. Wendolowski’s annual base salary from $200,000 to $240,000 which was thereafter increased to $264,000 on January 1, 2017 and thereafter to $300,000 on June 11, 2017.

Bonuses

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

Provided, however, that 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 may in the future receive discretionary equity awards under the 2018 Plan if the Amendment is approved by the stockholders at the Annual Meeting, as stated in more detail in this Proposal 2. The Company plans to grant restricted stock or restricted stock units to directors, executive officers and employees and no longer grant stock options except to the extent otherwise provided in the offer letters to new employees. In order to encourage long-term employment, we expect that the restricted stock units or restricted stock will generally vest in equal annual increments over a period three years, subject to continued employment. The Company also has a policy of granting, subject to the approval by the Compensation Committee of the Board, vested equity to its non-employee directors late in the calendar year as compensation for services during that calendar year. See “Director Compensation” for more information on compensation of our non-employee directors.

Reasons for Seeking Stockholder Approval

We are submitting the Amendment to a vote by our stockholders at the Annual Meeting pursuant to Nasdaq Rule 5635(c), which requires stockholder approval when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement is made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants of a Nasdaq-listed company.

Description of the 2018 Plan

The 2018 Plan is a broad-based plan in which all officers and employees, directors and consultants of the Company and its subsidiaries underare eligible to participate. The purpose of the same Target Bonus formula pursuant2018 Plan is to such executives’ employment agreements (the “Cash Threshold”)further the growth and the executive officer continuing to provide services under their Employment Agreement on the applicable Target Bonus determination date. Ifdevelopment of the Company by providing, through ownership of stock of the Company and other equity-based awards, an incentive to its officers, employees and consultants who are in a position to contribute materially to the prosperity of the Company, to increase such persons’ interests in the Company’s welfare, by encouraging them to continue their services to the Company. This plan has enabled the Company to attract individuals of outstanding ability to become employees, consultants, officers, directors and director advisors of the Company. Approval of this amendment is unablenecessary to payensure the Automatic Cash Bonus as a resultCompany can continue to attract employees of not meetingoutstanding ability. Set forth below is the Cash Threshold, no Automatic Cash Bonus will be earned for that fiscal year.summary of the material terms of the 2018 Plan.

Under Mr. Mathews’ Employment Agreement,Administration

The 2018 Plan is administered by the Automatic Cash Bonus is structuredCompensation Committee (the “Administrator”). The Administrator has the authority to, exclude borrowingsamong other things, determine the persons to whom awards under the Company’s credit facility which are designed2018 Plan will be granted, determine the terms and conditions of each award and the time it will be granted, interpret the 2018 Plan, and promulgate and rescind any rules related to meet the minimum cash requirement.it.

EachEligibility

Employees, officers, directors and consultants of the Named Executive Officers is entitledCompany and its subsidiaries are eligible to receive discretionary bonusesAwards under their Employment Agreements at the discretion of the Compensation Committee. In fiscal 2017, the Named Executives Officers were each paid discretionary cash bonuses2018 Plan. Only employees are eligible to receive incentive stock options (“ISOs”) as discloseddefined in the Summary Compensation Table above.

Termination Provisions

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 (the “Code”). There are currently approximately 400 eligible participants under the 2018 Plan.

Available Awards; Share Reserve

Awards that may be granted under the 2018 Plan include stock options (including ISOs and non-qualified stock options), stock appreciation rights (“SARs”), restricted stock, and restricted stock units (“RSUs”). The terms of each award are evidenced by a written agreement in the form approved by the Administrator.

The Company has previously reserved an aggregate of 500,000 shares of common stock for awards under the 2018 Plan and subsequently increased the reserve to 1,100,000 shares as approved by the stockholders in December 2019. The Company is seeking stockholder approval to increase the number of shares available for issuance under the 2018 Plan by an additional 500,000 shares, for a total of 1,600,000 shares of Common Stock. If any outstanding award expires or is canceled, forfeited, or terminated without issuance of the full number of shares of common stock to which the award related, or if the Company reacquires the unvested shares of restricted stock, the number of shares available under the 2018 Plan will be increased by the portion of the award that expired, or was canceled, forfeited or terminated, or the number of shares of unvested restricted stock so reacquired. Shares tendered in payment of the option exercise price or withheld by the Company to satisfy any tax withholding obligation, will again become available for future grants under the 2018 Plan.

Limitation on Awards

The exercise price of options or SARs granted under the 2018 Plan shall not be less than the fair market value of the underlying Common Stock at the time of grant. In the case of ISOs, the exercise price may not be less than 110% of the fair market value in the case of 10% stockholders. Options and SARs may not be exercisable for a period of more than 10 years after the date of grant, except that the exercise period of ISOs granted to 10% stockholders is limited to five years. The exercise price may be paid by check or wire transfer or, at the discretion of the Administrator, by delivery of shares of our common stock having a fair market value equal, determined as provided for in the 2018 Plan or otherwise as approved by the Administrator, as of the date of exercise to the cash exercise price, or a combination thereof.

Stock Options

Both ISOs and non-qualified stock options may be granted under the 2018 Plan. The Company currently does not expect to grant stock options in the foreseeable future. A stock option entitles the recipient to purchase a specified number of shares of common stock at a fixed price subject to terms and conditions set by the Administrator, including conditions for exercise that must be satisfied, which typically will be based solely on continued provision of services. The purchase price of shares of common stock covered by a stock option cannot be less than 100% of the fair market value of the common stock on the date the option is granted. Fair market value of the common stock is generally equal to the closing price for the common stock on the trading day immediately preceding the date of the grant.

Stock Appreciation Rights

A SAR entitles the holder to receive, as designated by the Administrator, cash or shares of common stock, in the amount equal to the excess of the fair market value of a specified number of shares of common stock at the time of exercise over the exercise price established by the Administrator.

The exercise price of each SAR granted under the 2018 Plan shall be established by the Administrator or shall be determined by method established by the Administrator at the time the SAR is granted, provided the exercise price shall not be less than 100% of the fair market value of a share of common stock on the date of the grant, or such higher price as is established by the Administrator.

Restricted Stock

A restricted stock award gives the recipient a stock award subject to restriction on sale. The Administrator determines the terms and conditions of restricted stock awards, including the number of shares of restricted stock granted, and conditions for vesting that must be satisfied, which may be based principally or solely on continued provision of services, and also may include a performance-based component. Unless otherwise provided in the applicable award agreement, the holder of a restricted stock award generally will have the rights of a stockholder from the date of the grant, including the right to vote the shares of common stock and the Regulations thereunder.right to receive dividends.

RSUs

An RSU gives the recipient the right to receive a number of shares of our common stock on the applicable vesting or other dates. Delivery of the underlying common stock may be deferred beyond vesting as determined by the Administrator. The Administrator determines the terms and conditions of RSUs, including the number of units granted, and conditions for vesting that must be satisfied, which may be based principally or solely on continued provision of services, and also may include a performance-based component. The holder of an RSU award will not have voting rights with respect to the award and possesses no incidents of ownership with respect to the underlying common stock.

Term, Termination and Amendment

The Board may amend or terminate the 2018 Plan. However, except in the case of adjustments upon changes in common stock, no amendment will be effective unless approved by the stockholders of the Company to the extent that stockholder approval is necessary to satisfy the requirements of Section 422 of the Code or required by the rules of the principal national securities exchange or trading market on which our common stock trades. The 2018 Plan shall terminate on September 6, 2028, unless previously terminated by the Board.

The Board at any time, and from time to time, may amend the terms of any one or more awards under the 2018 Plan. However, the rights under the award shall not be impaired by any such amendment, except with the written consent of the grantee.

Forfeiture

All vested or unvested stock rights are immediately forfeited at the option of the Board in the event that the recipient performs certain acts against the interests of the Company including fraud, dishonesty or violation of the Company’s policy.

Adjustments upon Changes in Capitalization

The number of shares of common stock covered by each outstanding stock right, and the number of shares of common stock which have been authorized for issuance under the 2018 Plan as well as the price per share of common stock (or cash, as applicable) covered by each such outstanding award, shall be proportionately adjusted for any increases or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification, or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by the Company. Such adjustment shall be made by the Administrator.

Change of Control

In the event of dismissal without cause or resignation for Good Reason:

Mr. Mathews will receive 12 months base salary, immediate vesting of unvested equity and continued benefits;

Dr. St. Arnauld will receive six months base salary; and

Mr. Wendolowski will receive six months base salary.

Immediately upon a change of control, event:

Mr. Mathews will receive 18 months base salary, immediatethe vesting of unvested equity, continued benefitsall awards will fully accelerate and 100% ofall outstanding options and SARs will become immediately exercisable only if the existing Target Bonus, if any,successor corporation refuses to assume or substitute for that fiscal 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 control is defined in their Employment Agreements similar to the manner thatoutstanding awards. The change of control is defined as (i) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets in a transaction which requires stockholder approval under 409Aapplicable state law; or (ii) 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 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.

Federal Income Tax Consequences

The following is a brief summary of the principal United States federal income tax consequences with respect to awards granted under the 2018 Plan.

ISOs.The recipient does not recognize any taxable income as a result of the grant or exercise of an ISO qualifying under Section 422 of the Code. However, the exercise of an ISO may increase the recipient’s alternative minimum tax liability.

If a recipient holds stock acquired through the exercise of an ISO for more than two years from the date on which the ISO was granted and more than one year after the date the ISO was exercised, any gain or loss on a disposition of those shares, or a qualifying disposition, will be a long-term capital gain or loss. Upon such a qualifying disposition, the Company will not be entitled to any income tax deduction.

Generally, Good Reason is definedif the recipient disposes of the stock before the expiration of either of those holding periods, or a disqualifying disposition, then at the time of such disqualifying disposition the recipient will recognize ordinary income equal to the lesser of (i) the excess of the fair market value of common stock on the date of exercise over the exercise price, or (ii) the recipient’s actual gain, if any, on the purchase and sale. Any additional gain recognized by the recipient upon the disposition will be long-term or short-term capital gain or loss, depending on whether the stock was held for more than one year.

To the extent the recipient recognizes ordinary income by reason of a disqualifying disposition, generally we will be entitled to a corresponding income tax deduction in the tax year in which the disqualifying disposition occurs.

Non-Qualified Stock Options. The recipient does not recognize any taxable income as a material diminutionresult of a grant of a non-qualified stock option. Upon exercise of a non-qualified stock option, the recipient will recognize ordinary income in an amount equal to the difference between the fair market value of the shares on the date of exercise and the exercise price. When the shares are sold, any difference between the sale price and the fair market value of the shares on the date of exercise will generally be treated as long-term or short-term capital gain or loss, depending on whether the stock was held for more than one year.

Upon the exercise of a non-qualified stock option, the Company will be entitled to a corresponding income tax deduction in the executives’ authority, dutiestax year in which the option was exercised.

Restricted Stock.The recipient of a restricted stock award does not have taxable income upon receipt of the award. When the restricted stock award vests, the recipient will recognize ordinary income in an amount equal to the difference of the fair market value of the shares on the date of vesting and the amount paid for such restricted stock, if any.

Upon the vesting of a restricted stock award, the Company will be entitled to a corresponding income tax deduction in the tax year in which the restricted stock award vested.

The recipient may, however, elect under Section 83(b) of the Code to include as ordinary income in the year the shares are granted an amount equal to the excess of (i) the fair market value of the shares on the date of issuance, over (ii) the purchase price, if any, paid for the shares. If the Section 83(b) election is made, the recipient will not realize any additional taxable income when the restricted stock vests.

RSUs.RSUs do not result in any taxable income upon receipt of RSUs. When the underlying common stock is delivered (which could be on the vesting date or responsibilities duea later date), the recipient incurs taxable income based upon the fair market value of the common stock as of the vesting date.

SARs.A recipient does not recognize any taxable income upon the receipt of an SAR. Upon the exercise of an SAR, the recipient will recognize ordinary income in an amount equal to no faultthe excess of his own (unless he has agreedthe fair market value of the underlying shares of common stock on the exercise date over the exercise price.

Upon the exercise of an SAR, the Company will be entitled to such diminution);a corresponding income tax deduction in the tax year in which the SAR was exercised.

Transfer

Except for ISOs, all awards are transferable subject to compliance with the securities laws and the 2018 Plan. ISOs are only transferable by will or (ii) any other action or inactionby the laws of descent and distribution.

New Plan Benefits

The amounts that constitutes a material breach by Aspenwill be awarded under the Employment Agreement; or (iii) generally a relocation2018 Plan, as amended, cannot currently be determined. Except as discussed in “Executive Compensation – Bonuses – Target Bonus”, awards granted under the 2018 Plan are within the discretion of the principal placeCompensation Committee. The equity awards to be granted under the 2018 Plan, as amended, will include among other things, equity portion of employmentindependent directors’ compensation. See “Director Compensation” for further details.  As of the date of this Proxy Statement the Compensation Committee has not determined future awards under the 2018 Plan or recipients of such awards, except as disclosed above with respect to a location outsideindependent directors, and no awards would have been received by or allocated to the Company’s Named Executive Officers, current executive officers, current independent directors or employees for the 2020 Fiscal Year if the 2018 Plan, as amended, had been in effect as of New York or Scottsdale for Dr. St. Arnauld.the end of the 2020 Fiscal Year.

Equity Compensation Plan Information

See proposal 2 for a description of the 2012 Equity Incentive Plan.

Outstanding Equity Awards at Fiscal Year-End 2017

Listed below is information with respect to unexercised options that have not vested,The following chart reflects the number of securities granted and equity incentive plan awardsthe weighted average exercise price for each Named Executive Officer outstandingour compensation plans as of April 30, 2017:2020.

Outstanding Equity Awards for the 2017 Fiscal Year

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(1)

Exercised prior to expiration.

(2)

Vests in three equal increments on March 15, 2018, March 15, 2019 and March 15, 2020, subject to continued employment on each applicable vesting date.

(3)

Vests in three equal increments on March 22, 2018, March 22, 2019 and March 22, 2020, subject to continued employment on each applicable vesting date.

(4)

Vests in three equal increments on December 31, 2018, December 31, 2019 and December 31, 2020, subject to continued employment on each applicable vesting date.

(5)

Vests in three equal increments on October 23, 2018, October 23, 2019 and October 23, 2020, subject to continued employment on each applicable vesting date.

(6)

Two-thirds vested; the balance will vest on December 11, 2018, subject to continued employment on each applicable vesting date.

(7)

One third vested; the balance will vest on June 8, 2018, subject to continued employment on each applicable vesting date.

(8)

Vests in three equal increments on March 15, 2018, March 15, 2019 and March 15, 2020, subject to continued employment on each applicable vesting date.

(9)

Vests in three equal increments on March 15, 2018, March 15, 2019 and March 15, 2020, subject to continued employment on each applicable vesting date.

(10)

One third vested; the balance will vest on June 8, 2018, subject to continued employment on each applicable vesting date.

(11)

One third vested; the balance will vest in equal increments on June 23, 2018 and June 23, 2019, subject to continued employment on each applicable vesting date.

Director Compensation

We do not pay cash compensation to our directors for service on our Board and our employees do not receive compensation for serving as members of our Board. Directors are reimbursed for reasonable expenses incurred in attending meetings and carrying out duties as board and committee members. Under the Plan, our non-employee directors receive grants of stockRepresents 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 and is omitted from the following table.

Director Compensation for the 2017 Fiscal Year

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(1)

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

(2)

On May 19, 2016, the specified director received a grant of 12,500 five-year stock options (exercisable at $1.92 per share) which vest over a three year period in equal increments (with the first vesting date being May 19, 2017), subject to continued service on the Board.

(3)

On November 29, 2016, the specified director received a grant of 41,667 five-year stock options (exercisable at $3.24 per share) which vest over a three year period in equal increments (with the first vesting date being November 29, 2017), subject to continued service on the Board.

(4)

On April 14, 2017, the specified director received a grant of five-year stock options (exercisable at $4.32 per share) which vest on April 14, 2018, subject to continued service on the Board and, if applicable, as a Board committee member.

(5)

Resigned during fiscal year 2017.

Legal proceedings

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the filing of this proxy, we are not aware of any other pending or threatened lawsuits  in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

PROPOSAL 2: RATIFICATION OF AMENDMENTS TO INCREASE SHARES ISSUABLE UNDER THE 2012 EQUITY INCENTIVE PLAN

Our Board has adopted a resolution declaring it advisable and in the best interests of Aspen and its shareholders that prior increases in the number of shares authorizedissued under the Plan, and the awards granted under those share increases, be ratified and approved by shareholders. On July 24, 2017, Aspen’s Board approved of increasing the number of shares issuable under the Plan to 3,500,000.

The Plan is a broad-based plan in which all employees, consultants, officers, directors and director advisors of Aspen and its subsidiaries are eligible to participate. The purpose of the Plan is to further the growth and development of Aspen by providing, through ownership of stock of Aspen and other equity-based awards, an incentive to its officers and other key employees and consultants who are in a position to contribute materially to the prosperity of Aspen, to increase such persons’ interests in Aspen’s welfare, by encouraging them to continue their services to Aspen, and by enabling Aspen to attract individuals of outstanding ability to become employees, consultants, officers, directors and director advisors of Aspen.

Our shareholders have previously approved and ratified adoption of the2012 Equity Incentive Plan, as described further below. Nasdaq requires that all companies with a security listed on the exchange obtain shareholder approval of all equity compensation plans and arrangements, including any increases in the authorized shares under previously approved equity incentive plans and previously granted equity awards made possible by those increases.

In the following paragraphs we provide a summary of the terms of the Plan. The following summary is qualified in its entirety by the provisions of the Plan which is attached at Annex A to this Proxy Statement.

Background