Item 1.01 Entry into a Material Definitive Agreement.
On
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933 (the "Securities Act"), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
The net proceeds to the Company from the sale of the shares of Common Stock is
expected to be approximately
The Company plans to use the proceeds of the Offering for expansion of its BSN
pre-licensure program and for general corporate purposes and working capital.
The Offering is expected to close on or about
Pursuant to the Underwriting Agreement, subject to limited exceptions, each of the Company and its officers and directors agreed not to sell or otherwise dispose of any shares of Common Stock for a period ending 90 days after the date of the Underwriting Agreement, without first obtaining the written consent of the Underwriter.
The Common Stock is being offered and sold pursuant to the Company's effective
shelf registration statement on Form S-3 (Registration Statement No. 333-224230)
and the prospectus included therein, filed with the
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as ofJanuary 17, 2020 , by and betweenAspen Group, Inc. and Canaccord Genuity LLC 5.1 Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. 23.1 Consent of Nason, Yeager, Gerson, Harris &Fumero, P.A . (included in Exhibit 5.1)
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