Aspen Group, Inc. entered into a material definitive agreement for the private placement of 15% Senior Secured Debentures along with five-year warrants for aggregate gross proceeds of approximately $11,000,000 on May 12, 2023. The transaction included participation from new investor, JGB Management Inc. The debentures have been issued at 11% original issue discount. The company also reimbursed the investors for certain expenses incurred in connection with the offering totaling $90,000.

The 2023 Debentures bear cash interest from May 12, 2023 at an annual rate of 15% payable monthly. The warrants are exercisable at an exercise price of $0.010 per share to purchase a total of 2,214,114 common shares and contain anti-dilution protection. The warrants are subject to a 4.99% beneficial ownership limitation, subject to potential increase to up to 9.99% with 61 days' notice.

The debentures will mature on May 12, 2026 unless earlier redeemed. The Debentures are subject to monthly redemptions beginning in November 2023. The company may prepay the debentures after one year, or any time after May 12, 2024 at a 105% premium.

The interest rate on the debentures is subject to increase to 20% upon the occurrence of an event of default.