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): November 121, 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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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~~growth ~~Company~~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 35.~~01 Notice~~02. Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

OnFollowing ~~November~~the 1,meeting ~~2022,~~of ~~Zovio~~the ~~Inc~~Board of Directors (the “~~Company~~Board”) ~~received~~of anZovio ~~expected~~Inc ~~written notification~~ (the “~~Notice~~Company”) ~~from~~on ~~the~~November ~~Listing~~21, ~~Qualifications~~2022, ~~Department~~Michael ofCole, ~~the~~a ~~NASDAQ~~Class ~~Stock~~I ~~Market~~director ~~LLC~~of ~~(“Nasdaq”) notifying~~ the Company ~~that~~who ~~the~~has ~~closing~~served ~~bid~~as ~~price~~a ~~for~~director ~~its~~of ~~common~~the ~~stock~~Company ~~had~~since ~~been~~January ~~below~~2020, ~~$1.00~~resigned ~~for~~from 30the ~~consecutive~~Board. ~~business~~Mr. ~~days~~Cole's ~~and~~departure ~~that~~from the ~~Company~~Board ~~therefore~~was is not ~~in compliance with~~ the ~~minimum~~result ~~bid~~of ~~price~~any ~~requirement~~disagreement ~~for~~with ~~continued~~management ~~inclusion~~or onthe ~~The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2)~~Board.

InAs ~~light of~~ the Company's ~~previously~~finalizes ~~disclosed~~its ~~pending~~liquidation and dissolution asin ~~authorized~~accordance with the Plan of Dissolution approved by the Company's stockholders on October 25, 2022, (the ~~Company~~“Plan ~~has elected not to appeal the delisting~~ of ~~its common stock. Pursuant to the Notice~~Dissolution”), the ~~Company's~~Board ~~common~~intends ~~stock will therefor cease~~ to ~~trade~~reduce ~~on The Nasdaq Capital Market following~~ the ~~close~~size of ~~business~~the onBoard ~~November~~in ~~10,~~accordance ~~2022. At~~with ~~that time,~~ the ~~Company~~provisions ~~has~~of ~~further instructed its transfer agent to close~~ the Company'’s ~~stock~~bylaws ~~transfer~~rather ~~records~~than ~~and~~fill ~~discontinue~~vacancies ~~recording~~caused ~~transfers~~by resignation of ~~the~~its ~~Company's~~current ~~securities~~directors.

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
Date: November 28, 2022	By:	/s/ Matt Mitchell
		Name: Matt Mitchell
Date: November 2, 2022		Title: General Counsel and Secretary
		Title: General Counsel and Secretary

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