Item 1.01. Entry into a Material Definitive Agreement.

On September 16, 2022, Zovio Inc, a Delaware corporation (the "Company"), entered into a Loan and Security Agreement (the "Loan Agreement") among the Company and its wholly owned subsidiary Fullstack Academy, LLC, a Delaware limited liability company ("Fullstack"), as borrowers, and Calla Lily Holdings LLC, a Delaware limited liability company, as the lender (the "Lender"). The Loan Agreement provides for a revolving line of credit in the aggregate principal amount of $5.0 million (the "Revolving Line"), maturing on January 14, 2023, for which the Company to borrow against from time to time as needed to fund operations.

Subject to the terms of Loan Agreement, the Revolving Line has an interest rate per annum equal to 14.5%, payable monthly. Any amounts outstanding on the Revolving Line are due at maturity. At maturity, the Company will also pay a fee equal to 5.0% per annum of the average unused portion of the Revolving Line. The Loan Agreement contains customary representations, warranties, affirmative and negative covenants (including financial covenants), and indemnification provisions in favor of the Lender as well as customary events of default, including payment defaults, breach of representations and warranties, and covenant defaults. The obligations of the Company and Fullstack as borrowers under the Loan agreement are secured by a first priority security interest in substantially all tangible and intangible personal property of each of the Company and Fullstack.

The foregoing description of the Loan Agreement is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Credit Agreement is incorporated herein by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.        Description
10.1                 Loan and Security Agreement, dated as of September 16, 2022 by and among
                   Zovio Inc, Fullstack Academy, LLC, and Calla Lily Holdings LLC  .
104                Cover Page Interactive Data File (embedded within the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses