S-8

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(the “SEC”) on May 13, 2009 are incorporated by reference into this Registration Statement, except as modified or superseded hereby.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 Signature		Title	Date
/s/ RANDY J. HENDRICKS		Chief Executive Officer (Principal Executive Officer, Director)	April 26, 2022
Randy J. Hendricks
/s/ KEVIN ROYAL		Executive Vice President, Chief Financial Officer (Principal Financial Officer)	April 26, 2022
Kevin Royal
/s/ STEVEN BURKHOLDER		Vice 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 ROYAL		April 26, 2022
	Name:  Kevin Royal
	Attorney-In-Fact

INDEX TO EXHIBITS

Exhibit	Description of Document
4.1	Zovio Inc Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the SEC on May 9, 2019).
4.2	Third Amended and Restated Bylaws of Zovio Inc, as amended (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 2, 2019 and Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on January 28, 2021).
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1	Consent of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm.
23.2	Consent of Wilson Sonsini Goodrich & Rosati, PC (included in Exhibit 5.1 to this Registration Statement).
24.1	Power of Attorney - Zovio Inc Directors.
107	Filing fee table.

EX-FILING FEES

EXHIBIT 107

Calculation of Filing Fee Tables

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Form Type)

ZOVIO INC

(Exact name of registrant as specified in its charter)

Table 1: Newly Registered Securities
Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)		Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Common Stock, par value $0.01 per share	Other	670,909	(2)	$	0.80	(3)	$	536,727.20	$	0.0000927	$	49.75
Total Offering Amounts								$	536,727.20			$	49.75
Total Fee Offsets (4)												$	—
Net Fee Due												$	49.75

(1)     Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.01 per share (the “common stock”), of Zovio Inc (the “Registrant”) which become issuable under the Amended and Restated Zovio Inc 2009 Stock Incentive Plan (the “2009 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.

(2)    Represents an increase of shares of common stock to the number of shares available for issuance under the Plan effective as of January 1, 2022. Shares available for issuance under the 2009 Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on May 13, 2009 (File No. 333-159220).

(3)     Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based upon the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Stock Market, LLC on April 19, 2022.

(4)     The Registrant does not have any fee offsets.

EX-5.1

EXHIBIT 5.1

April 26, 2022

Zovio Inc
1811 E. Northrop Blvd.

Chandler, Arizona 85286

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by you with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 670,909 shares of your common stock, par value $0.01 per share (the “Shares”), reserved for issuance under the Amended and Restated 2009 Stock Incentive Plan, as amended (the “2009 Plan”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the 2009 Plan.

It is our opinion that the Shares, when issued and sold in the manner referred to in the 2009 Plan and pursuant to the agreements which accompany the 2009 Plan, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Very truly yours,

/s/ Wilson Sonsini Goodrich & Rosati, P.C.

WILSON SONSINI GOODRICH & ROSATI

                        Professional Corporation

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 15, 2022, relating to the consolidated financial statements of Zovio Inc and subsidiaries appearing in the Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ DELOITTE & TOUCHE LLP

Phoenix, Arizona

April 26, 2022

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY - ZOVIO INC DIRECTORS

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors of ZOVIO INC, a Delaware corporation (the “Company”), hereby nominates and appoints RANDY J. HENDRICKS and KEVIN S. ROYAL, and each of them acting or signing singly, as such director's agents and attorneys-in-fact, in such director's respective name and in the capacity or capacities indicated below, to execute and/or file with the Securities and Exchange Commission (the “SEC”), with all exhibits thereto and other documents filed in connection therewith or constituting a part thereof:

(1)    a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration under the Securities Act of additional shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company that may be issued, effective as of January 1, 2022, pursuant to Section  5(b) of the Amended and Restated Zovio Inc 2009 Stock Incentive Plan (as amended May 30, 2019) (the “2009 Plan”); and

(2)    any one or more amendments to any part of the Registration Statement, including any post-effective amendments, or appendices or supplements that may be required to be filed under the Securities Act to keep the Registration Statement effective or to terminate its effectiveness.

Section 5(b) of the 2009 Plan provides that the maximum aggregate number of shares of Common Stock that may be issued under the 2009 Plan will be increased on January 1, 2022 by a number of shares of Common Stock equal to the lesser of (i) two percent (2%) of the number of shares of Common Stock issued and outstanding on December 31, 2021, (ii) 1,300,000 shares of Common Stock, or (iii) an amount determined by the Company's Board of Directors.

Further, each of the undersigned does hereby authorize and direct such agents and attorneys-in-fact to take any and all actions and to execute and file any and all documents with the SEC or state regulatory agencies necessary, proper or convenient in their opinion to comply with the Securities Act and the rules and regulations or orders of the SEC or state regulatory agencies adopted or issued pursuant thereto, to the end that the Registration Statement shall become effective under the Securities Act and any other applicable law.

Finally, each of the undersigned does hereby ratify, confirm and approve each and every act and document which the said appointed agents and attorneys-in-fact may take, execute or file pursuant to the foregoing with the same force and effect as though such action had been taken or such document had been executed or filed by the undersigned, respectively.

This Power of Attorney shall remain in full force and effect until revoked or superseded by written notice filed with the SEC.

Date	Signature
April 23, 2022	/s/ Teresa S. Carroll
	Teresa S. Carroll
April 22, 2022	/s/ Michael P. Cole
	Michael P. Cole
April 19, 2022	/s/ Ryan D. Craig
	Ryan D. Craig
April 19, 2022	/s/ Michael B. Horn
	Michael B. Horn
April 20, 2022	/s/ Ron Huberman
	Ron Huberman
April 19, 2022	/s/ John J. Kiely
	John J. Kiely
April 20, 2022	/s/ Kirsten M. Marriner
	Kirsten M. Marriner
April 21, 2022	/s/ Victor K. Nichols
	Victor K. Nichols
April 19, 2022	/s/ George P. Pernsteiner
	George P. Pernsteiner
April 20, 2022	/s/ John S. Wilson, Jr.
	John S. Wilson, Jr.