Section 3.01 Notice of Cancellation or Non-Compliance with a Rule or Standard for Maintaining Listing; Registration transfer.

On May 3, 2022, Zovio Inc. (the “Company”) received notice of The NASDAQ stock market (“Nasdaq”) that because the closing bid price of the Company’s common stock fell below $1.00 per share for 30 consecutive business days, the Company no longer meets the minimum offering price requirement for continued listing on the Nasdaq Global Select Market, subject to the grace periods described below.

The Nasdaq notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Global Select Market. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been granted an initial compliance period of 180 calendar days, or until October 31, 2022, to regain compliance with the minimum bid price requirement. To restore compliance, the closing bid price of the common shares of the Company must meet or exceed $1.00 per share for at least 10 consecutive business days before October 31, 2022.

If the Company does not regain compliance by October 31, 2022, the Company may be eligible for an additional grace period if it requests the transfer of the listing of its common stock to the Nasdaq Capital Market. To qualify, the Company would be required to meet the continuing listing requirement for the market value of shares held by the public and all other initial listing standards for the Nasdaq Capital Market, except for the minimum bid price requirement, and to provide written notice of its intention to remedy the minimum bid price deficiency during the second compliance period by proceeding with a reverse stock split if necessary. If Nasdaq staff determines that the Company will not be able to remedy the deficiency, or if the Company is not eligible for such additional compliance period, Nasdaq will give notice that the common stock of the Company will subject to deregistration. The Company would have the right to appeal a decision to delist its common stock, and the common stock would remain listed on the Nasdaq Global Select Market until the appeal process is completed.

The Company is considering what actions it may take in response to this notification to restore compliance with the continuing listing requirements, but no decision regarding any action has been made at this time.

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