As Filed with the Securities and Exchange Commission on April 26, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ZOVIO INC
(Exact name of registrant as specified in its charter)
Delaware 59-3551629
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
1811 E. Northrop Blvd.
Chandler, AZ		 85286
(Address of principal executive offices) (Zip Code)
Amended and Restated Zovio Inc 2009 Stock Incentive Plan
(Full title of the plans)

Kevin Royal
Chief Financial Officer
Zovio Inc
1811 E. Northrop Blvd.
Chandler, AZ 85286
(Name and Address of Agent For Service)

(858) 668-2586
(Telephone number, including area code, of agent for service)
Copy to:
Martin J. Waters, Esq.
Wilson Sonsini Goodrich & Rosati, PC
12235 El Camino Real
San Diego, CA 92130-3002
Telephone: (858) 350-2300
Facsimile: (858) 350-2399

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)Smaller reporting company ☒
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 7(a)(2)(B) of the Securities Act.   ☐


REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (the “Registration Statement”) registers 670,909 additional shares of common stock, par value $0.01 per share, of Zovio Inc (the “Registrant”) that may be issued pursuant to the Amended and Restated Zovio Inc 2009 Stock Incentive Plan, commencing January 1, 2022.
In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statement on Form S-8 (File No. 333-159220) filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on May 13, 2009 are incorporated by reference into this Registration Statement, except as modified or superseded hereby.
PART II
 INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference
The following documents filed by the Registrant with the SEC are hereby incorporated by reference into this Registration Statement:
(a)    Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed on April 15, 2022;
(b)    Definitive proxy statement on Schedule 14A filed on April 9, 2021 (other than information in the definitive proxy statement that is not specifically incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed on February 24, 2021);
(c)    Current Reports on Form 8-K filed on January 21, 2022, March 7, 2022, March 11, 2022 and April 15, 2022, only to the extent that the items therein are specifically stated to be “filed” rather than “furnished” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(d)    The description of the Registrant’s common stock, par value $0.01 per share, contained in the Registration Statement on Form 8-A filed on March 30, 2009, including any subsequent amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to be furnished and not filed under Item 2.02 or Item 7.01 of Form 8-K shall not be deemed to be incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8.    Exhibits.
The accompanying Index to Exhibits is incorporated herein by reference.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chandler, State of Arizona, on April 26, 2022.
ZOVIO INC
   
 By:/s/ KEVIN ROYAL
  Name:  Kevin Royal
  Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Name and SignatureTitleDate
/s/ RANDY J. HENDRICKSChief Executive Officer (Principal Executive Officer, Director)April 26, 2022
Randy J. Hendricks
/s/ KEVIN ROYALExecutive Vice President, Chief Financial Officer (Principal Financial Officer)April 26, 2022
Kevin Royal
/s/ STEVEN BURKHOLDERVice President, Chief Accounting Officer, Corporate Controller (Principal Accounting Officer)April 26, 2022
Steven Burkholder
Directors:
Teresa S. Carroll
Michael P. Cole
Ryan D. Craig
Michael B. Horn
Ron Huberman
John J. Kiely
Kirsten M. Marriner
Victor K. Nichols
George P. Pernsteiner
John S. Wilson, Jr.
By:/s/ KEVIN ROYALApril 26, 2022
Name:  Kevin Royal
Attorney-In-Fact


INDEX TO EXHIBITS
ExhibitDescription of Document
4.1
4.2
5.1
23.1
23.2
24.1
107


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