APEI American Public Education Inc

On December 28, 2022, the Company filed the Certificate of Designation of Series A Senior Preferred Stock (the “Certificate of Designation”) to the Company’s Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective as of such date, designating 400 Shares of Preferred Stock out of the authorized but unissued shares of Preferred Stock as “Series A Senior Preferred Stock,” and designating the dividend, preferences, rights, voting power, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of such Shares. A description of the material terms of the Preferred Stock, as contained within the Certificate of Designation, is set forth below:

The foregoing description of the Certificate of Designation is a summary and is qualified in its entirety by the Certificate of Designation, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. In addition, the information set forth above under Item 1.01 is hereby incorporated by reference into this Item 5.03.

Forward-Looking Statements

Certain matters discussed in this Current Report on Form 8-K and other company communications constitute forward-looking statements within the meaning of the federal securities laws. Generally, the use of words such as “expect,” “intend,” “estimate,” “believe,” “anticipate,” “will,” “forecast,” “plan,” “project,” or similar words identify forward-looking statements that we intend to be included within the safe harbor protections provided by the federal securities laws. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among others, risks related to: the Company’s use of proceeds from the sale of the Preferred Stock, including debt repayment; the impacts of inflation, increases in labor costs, and enrollment trends, including on the Company’s operating margins; the Company’s dependence on the effectiveness of its ability to attract students who persist in its institutions’ programs; changing market demands; the Company’s inability to effectively market its institutions’ programs; the Company’s inability to maintain strong relationships with the military and maintain course registrations and enrollments from military students; the Company’s loss of its ability to receive funds under tuition assistance programs or the reduction, elimination, or suspension of tuition assistance; the effects, duration, and severity of and the Company’s response to the COVID-19 pandemic; adverse effects on demand as the pandemic abates; adverse effects of changes the Company makes to improve the student experience and enhance the ability to identify and enroll students who are likely to succeed; the Company’s need to successfully adjust to future market demands by updating existing programs and developing new programs; the Company’s failure to comply with regulatory and accrediting agency requirements and to maintain institutional accreditation; the Company’s loss of eligibility to participate in Title IV programs or ability to process Title IV financial aid; business combinations and acquisitions, including the integration of RU and GSUSA and the Company’s inability to realize the expected benefits of their acquisition; incurring substantial debt, the cost of servicing that debt, and the Company’s inability in the future to service that debt; the Company’s compliance with debt covenants; the Company’s dependence on and the need to continue to invest in its technology infrastructure; the Company’s financial flexibility and financial condition; and the various risks described in the “Risk Factors” section and elsewhere in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 and Annual Report on Form 10-K for the year ended December 31, 2021, and in other filings with the SEC. Such statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. You should not place undue reliance on any forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, unless required by law, even if new information becomes available or other events occur in the future.