Form 8-K Zovio Inc For: Nov 21

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November 28, 2022 4:17 PM EST

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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 21, 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 Instruction 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
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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Following the meeting of the Board of Directors (the “Board”) of Zovio Inc (the “Company”) on November 21, 2022, Michael Cole, a Class I director of the Company who has served as a director of the Company since January 2020, resigned from the Board. Mr. Cole's departure from the Board was not the result of any disagreement with management or the Board.

As the Company finalizes its liquidation and dissolution in accordance with the Plan of Dissolution approved by the Company stockholders on October 25, 2022 (the “Plan of Dissolution”), the Board intends to reduce the size of the Board in accordance with the provisions of the Company’s bylaws rather than fill vacancies caused by resignation of its current 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.