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( Mark One ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 or Securities registered pursuant to Section 12 ( b ) of the Act : Title of Each Class Common Stock $ 0.01 par value For the transition period from to Commission File Number : 001-34272 Delaware ( State or other jurisdiction of incorporation or organization ) ZOVIO INC ( Exact name of registrant as specified in its charter ) Securities registered pursuant to Section 12 ( g ) of the Act : None Large accelerated filer Non - accelerated filer 1811 E. Northrop Blvd , Chandler , AZ 85286 ( Address , including zip code , of principal executive offices ) None ( Former name , former address and former fiscal year , if changed since last report ) ( 858 ) 668-2586 ( Registrant's telephone number , including area code ) 59-3551629 ( I.R.S. Employer Identification No. ) Trading Symbol ZVO Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No П Name of Each Exchange on Which Registered The Nasdaq Stock Market LLC Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No 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 . Accelerated filer Smaller reporting company Emerging growth company No No 1 || 0 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Yes > Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No The aggregate market value of the voting stock held by non - affiliates of the registrant as of June 30 , 2020 , the last business day of the registrant's second fiscal quarter , was approximately $ 46.8 million , based on the closing price of the registrant's common stock as reported on such date by The Nasdaq Stock Market LLC . Shares of common stock held by officers , directors and holders of 5 % or more of the outstanding common stock have been excluded from the calculation of this amount because such persons may be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for other purposes . As of February 17 , 2021 , the number of outstanding shares of the registrant's common stock , par value $ 0.01 per share , was 32,750,560 , net of treasury shares . Documents Incorporated by Reference Portions of the registrant's definitive proxy statement for its 2021 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A are incorporated by reference into Part III of this Annual Report on Form 10 - K to the extent stated herein .