Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.





On March 13, 2023, Aspen Group, Inc. (the "Company") notified The Nasdaq Stock
Market LLC ("Nasdaq") of the Company's decision to voluntarily delist its common
stock from The Nasdaq Global Market and its intent to file a Form 25 with the
Securities and Exchange Commission (the "SEC") on or about March 23, 2023. As a
result, the Company expects the last day of trading of its common stock on The
Nasdaq Global Market will be March 31, 2023. The Company intends to file a Form
15 with the SEC on or about April 30, 2023 to suspend the Company's reporting
obligations under Sections 12(g) and 15(d) of the Securities Exchange Act of
1934. The reasons for this decision consist of the anticipated financial savings
and lower operating costs, reduced management time commitment for compliance and
reporting activities, and a simplified corporate governance structure.



As previously disclosed in the Company's Current Report on Form 8-K filed with
the SEC on October 3, 2022, on September 28, 2022, the Company had received
notice from Nasdaq of its noncompliance with Nasdaq Listing Rule 5550(a)(2) by
failing to maintain a minimum bid price for its common stock of at least $1.00
per share for 30 consecutive business days. As of the date of this Current
Report on Form 8-K, the Company's common stock remains below the minimum bid
price requirement. Once the Company's common stock is no longer listed on
Nasdaq, this minimum bid price non-compliance will be moot.



The Company expects that its common stock will be quoted on the OTC Pink
platform or another market operated by OTC Markets Group Inc. (the "OTC"), and
it intends to continue to provide information to its stockholders and to take
such actions within its control to enable its common stock to be quoted in the
OTC Pink or on another OTC market so that a trading market may continue to exist
for its common stock. There is no guarantee, however, that a broker will
continue to make a market in the common stock and that trading of the common
stock will continue on an OTC market or otherwise.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



                                                                                            Filed or
Exhibit                                                     Incorporated by Reference       Furnished
   #                  Exhibit Description                 Form       Date        Number     Herewith

104 Cover Page Interactive Data File (embedded

within the Inline XBRL document

© Edgar Online, source Glimpses