UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_______________________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

Aspen Group, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

04530L203

(CUSIP Number)

Dennis F. Connolly

Godfrey & Kahn, S.C.

833 E. Michigan Street, Suite 1800

Milwaukee, Wisconsin 53202

(414) 273-3500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

_______________________________

December 14, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Amendment No. 1 (“Amendment”) to Schedule 13D amends and supplements the Schedule 13D originally filed on March 21, 2022 (the “Original Schedule 13D”) and is being filed jointly by Calm Waters Partnership, a Wisconsin general partnership (“Calm Waters”), and Richard S. Strong, an individual (each a “Reporting Person,” and together, the “Reporting Persons”), relating to the common stock, $0.001 par value per share (the “Common Stock), of Aspen Group, Inc., a Delaware corporation (the “Company”).  

Unless otherwise defined or modified below, capitalized terms used in this Amendment shall have the meaning ascribed to them in the Original Schedule 13D. All disclosure for items contained in the Amended Schedule 13D where no new information is provided for such item in this Amendment No. 1 to Schedule 13D is incorporated herein by this reference.

The purpose of this Amendment is to update the Reporting Persons’ beneficial ownership. On the dates set forth in Annex 1 and Annex 2 hereof, Calm Waters sold, in aggregate, 5,256 shares of Common Stock, and Mr. Strong sold, in aggregate, 319,744 shares of Common Stock. As a result of such sales, the number of shares of Common Stock that could be issued to the Reporting Persons upon the conversion of the Convertible Note and/or Warrants (as defined below) increased, which caused each Reporting Persons’ beneficial ownership to equal 9.9% of the outstanding shares of Common Stock. Despite there being no purchases of Common Stock by the Reporting Persons, this Amendment is being filed with the SEC because Calm Waters’ beneficial ownership of Common Stock increased by more than 1%.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is supplemented with the following:

As of the date hereof, the Reporting Persons are deemed to beneficially own the shares of Common Stock as detailed on the cover pages.

On April 22, 2022, the Company entered into an agreement with an insurance company, which issued a surety bond that was required by the Arizona State Board for Private Postsecondary Education. In order to cause the insurance company to deliver the surety bond, the Company entered into a first amendment to an intercreditor agreement with Calm Waters and another lender (the “First Amendment”). As consideration for entry into the First Amendment, the Company agreed to issue Calm Waters 100,000 five-year warrants exercisable at $1.00 per share of Common Stock (the “Warrants”), provided Calm Waters may not exercise the Warrants to the extent its resulting beneficial ownership would exceed 9.9% of the outstanding shares of Common Stock.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is supplemented with the following:

On the dates set forth in Annex 1 and Annex 2 hereof, Calm Waters sold, in aggregate, 5,256 shares of Common Stock, and Mr. Strong sold, in aggregate, 319,744 shares of Common Stock, for investment purposes. For the reasons set forth in Item 3, above, Calm Waters was issued the Warrants.

Item 5. Interest in Securities of the Issuer

Item 5(a), (b) and (c) of the Original Schedule 13D are amended and supplemented with the following:

(b) See cover pages.

(c) A description of the transactions in Common Stock by Calm Waters and Mr. Strong during the past 60 days from the date hereof is set forth in Annex 1 and Annex 2, respectively, and each annex is incorporated by reference. Such sales were open market transactions executed through various brokerage firms. Mr. Strong is the Managing Partner of Calm Waters and makes all investment decisions for Calm Waters.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is supplemented with the following:

See Items 3 and 4, above.

Item 7. Material to Be Filed as Exhibits

Item 7 of the Original Schedule 13D is supplemented with the following:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Annex 1

Transactions by Calm Waters Partnership

Annex 2

Transactions by Richard S. Strong