UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 251, 2022

ZOVIO INC

(Exact name of registrant as specified in its charter)

Delaware

001-34272

59-3551629

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1811 E. Northrop Blvd, Chandler, AZ 85286

(Address of principal executive offices, including zip code)

(858) 668-2586

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ZVO	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 53.~~07. Submission~~01 Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

On ~~October~~November 251, 2022, Zovio Inc (the “Company”) ~~held~~received ~~its~~an ~~Special~~expected ~~Meeting~~written ofnotification ~~Stockholders~~ (the “~~Special Meeting~~Notice”). Offrom the ~~34,221,081~~Listing ~~shares~~Qualifications Department of ~~our~~the ~~common~~NASDAQ ~~stock,~~Stock ~~par~~Market ~~value~~LLC ~~$0.01 per share~~ (“~~Common Stock~~Nasdaq”) ~~outstanding~~notifying asthe ofCompany ~~September~~that ~~22,~~the ~~2022,~~closing ~~holders~~bid ofprice ~~18,168,780~~for ~~shares~~its ofcommon ~~Common~~stock ~~Stock~~had ~~were~~been ~~represented,~~below ~~either~~$1.00 byfor ~~attending~~30 ~~the~~consecutive ~~Special~~business ~~Meeting~~days orand bythat ~~proxy, constituting (i) a quorum under~~ the Company’s ~~bylaws~~therefore ~~and~~is ~~(ii)~~not ~~approximately~~in ~~53%~~compliance ofwith the ~~outstanding~~minimum ~~shares~~bid ofprice ~~Common~~requirement ~~Stock~~for ~~entitled~~continued toinclusion ~~vote.~~on The ~~matters~~Nasdaq ~~voted~~Capital onMarket atunder ~~the~~Nasdaq ~~Special~~Listing ~~Meeting~~Rule ~~and the votes cast with respect to each such matter are set forth below~~5550(a)(2).

~~Dissolution~~In ~~Proposal.~~light Toof ~~approve~~ the ~~voluntary~~Company's ~~liquidation~~previously ~~and~~disclosed pending dissolution ofas authorized by the Company's (stockholders on October 25, 2022, the ~~“Dissolution~~Company ~~Proposal”)~~has ~~pursuant~~elected not to appeal the ~~Plan~~delisting of ~~Dissolution~~its (common stock. Pursuant to the ~~“Plan~~Notice, the Company's common stock will therefor cease to trade on The Nasdaq Capital Market following the close of ~~Dissolution”)~~business ~~which~~on ~~authorizes~~November 10, 2022. At that time, the Company tohas ~~liquidate~~further ~~and~~instructed ~~dissolve~~its transfer agent to close the Company's instock ~~accordance~~transfer ~~with~~records ~~the~~and ~~Plan~~discontinue recording transfers of ~~Dissolution~~the Company's securities.

The Dissolution Proposal was approved based on the following results of voting:

For						Against						Abstain						Broker Non-Votes
17,862,543						266,437						39,800						—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ZOVIO INC
	By:	/s/ Matt Mitchell
		Name: Matt Mitchell
Date: October 26, 2022		Title: Senior Vice President, General Counsel
Date: November 2, 2022		Title: General Counsel and Secretary

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