Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 1, 2022, Zovio Inc (the "Company") received an expected written notification (the "Notice") from the Listing Qualifications Department of the NASDAQ Stock Market LLC ("Nasdaq") notifying the Company that the closing bid price for its common stock had been below $1.00 for 30 consecutive business days and that the Company therefore is not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

In light of the Company's previously disclosed pending dissolution as authorized by the Company's stockholders on October 25, 2022, the Company has elected not to appeal the delisting of its common stock. Pursuant to the Notice, the Company's common stock will therefor cease to trade on The Nasdaq Capital Market following the close of business on November 10, 2022. At that time, the Company has further instructed its transfer agent to close the Company's stock transfer records and discontinue recording transfers of the Company's securities.

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