ASPEN GROUP, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

On January 12, 2023, Aspen Group, Inc. (the "Company") entered into an agreement
with an insurance company, the effect of which was to remove the Company's
prohibition from borrowing under $20 million of secured revolving indebtedness
(collectively, the "Lines of Credit"). As a result, the Company and certain
lenders entered into a Second Amendment (the "Second Amendment") to the
Intercreditor Agreement, which removed a provision which was added by the First
Amendment (the "First Amendment") restricting the Company's ability to draw down
from the Lines of Credit while the insurance company's surety bond remained
outstanding. The First Amendment had been entered into at the request of the
insurance company which issued an approximately $18.3 million surety bond in
favor of the Arizona State Board for Private Postsecondary Education, which was
subsequently reduced to $5.5 million. No sums have been borrowed under the Lines
of Credit as of this date. Currently, the Company does not anticipate making
drawdowns on the Lines of Credit.

The foregoing description of the terms of the agreement with the insurance
company, the Intercreditor Agreement and amendments thereto, and the
transactions contemplated thereby, does not purport to be complete and is
qualified in its entirety by reference to the First Amendment and the
Intercreditor Agreement, copies which were filed as Exhibit 10.1 to the Form 8-K
filed on April 27, 2022, and Exhibit 10.3 to the Form 10-Q filed on March 15,
2022, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



                                                                                          Filed or
Exhibit                                                    Incorporated by Reference      Furnished
   #                  Exhibit Description                 Form        Date       Number   Herewith
            First Amendment to Intercreditor
 10.1     Agreement                                       8-K       4/27/2022     10.1
 10.2       Intercreditor Agreement                       10-Q      3/15/2022     10.3
          Cover Page Interactive Data File (embedded
  104     within the Inline XBRL document