Definitive Additional Materials






Washington, D.C. 20549


(Rule 14a-101)

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

Exchange Act of 1934 (Amendment No.)


Filed by Registrant






Filed by Party other than Registrant

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Preliminary Proxy Statement

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Confidential, for Use of the Commission




Only (as permitted by Rule 14a-6(e)(2))




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Definitive Proxy Statement


Definitive Additional Materials




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Soliciting Materials Pursuant to §240.14a-12




Aspen Group, Inc.

(Name of Registrant as Specified In Its Charter)


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


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No fee required.



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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.






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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on December 13, 2018


Meeting Information


Meeting Type: Annual Meeting


For holders as of: October 22, 2018


Date: December 13, 2018                  Time: 1:00 PM EST



Hotel Pennsylvania



401 Seventh Avenue



(at 33rd Street)



New York, New York 10001





You are receiving this communication because you hold shares in the company named above.





NEW YORK, NY 10001-4509

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).




We encourage you to access and review all of the important information contained in the proxy materials before voting.




See the reverse side of this notice to obtain proxy materials and voting instructions.


Before You Vote

How to Access the Proxy Materials



Proxy Materials Available to VIEW or RECEIVE:


How to View Online:

Have the information that is printed in the box marked by the arrow è xxxx xxxx xxxx xxxx (located on the following page) and visit:

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:




3) BY E-MAIL*:

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow è xxxx xxxx xxxx xxxx (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before November 29, 2018 to facilitate timely delivery.


How To Vote

Please Choose One of the Following Voting Methods



Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow è xxxx xxxx xxxx xxxx (located on the following page) available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



















Voting items







The Board of Directors recommends you vote FOR all listed nominees:
















Elect seven members of the Board of Directors for a one-year term expiring at the next annual meeting of shareholders.


































01)  Michael Mathews

05)  Andrew Kaplan







02)  Frank Cotroneo

06)  Malcolm F. MacLean







03)  Norman D. Dicks

07)  Sanford Rich







04)  C. James Jensen
















The Board of Directors recommends you vote FOR proposals 2 and 3.














Approve Aspen Group, Inc. 2018 Equity Incentive Plan.














Ratify the selection of Salberg & Company, P.A. as the Company's independent registered public accounting firm for fiscal year ending April 30, 2019.




















NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.