0001459417false12/3100014594172024-06-132024-06-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
June 13, 2024


2U, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
(STATE OF INCORPORATION)
001-36376
26-2335939
(COMMISSION FILE NUMBER)
(IRS EMPLOYER ID. NUMBER)
7900 Harkins Road
20706
Lanham,
MD
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(301) 892-4350
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.001 par value per shareTWOUThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. o
Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, 2U, Inc. (the “Company”) held its annual meeting of stockholders on May 20, 2024 (the “Annual Meeting”), at which the stockholders of the Company voted to approve amendments to the Company’s Eighth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), to effect a reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.001 per share, at a ratio ranging from any whole number between 1-for-10 and 1-for-40, with the exact ratio within such range to be determined by the Company’s Board of Directors (the “Board”) in its discretion, subject to the Board’s authority to abandon such amendments.
On June 5, 2024, following the Annual Meeting, the Board approved the amendment to the Certificate of Incorporation effecting the reverse stock split at a ratio of 1-for-30 (the “Reverse Stock Split”) and abandoned all other amendments to the Certificate of Incorporation previously approved by the Board and the Company’s stockholders. On June 13, 2024, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Reverse Stock Split became effective at 5:00 p.m., Eastern Time, on June 13, 2024.
As a result of the Reverse Stock Split, every 30 shares of the Company’s common stock issued or outstanding were automatically reclassified into one validly issued, fully-paid and nonassessable new share of common stock, subject to the treatment of fractional shares as described below, without any action on the part of the holders. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, and warrants exercisable for shares of common stock, as well as to the number of shares issuable under the Company’s equity incentive plans and certain existing agreements. The common stock issued pursuant to the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will be entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing sales price per share of the common stock (as adjusted for the Reverse Stock Split) on The Nasdaq Global Select Market on June 13, 2024, the last trading day immediately preceding the effective time of the Reverse Stock Split.
Trading of the Company’s common stock on The Nasdaq Global Select Market is expected to commence on a split-adjusted basis when the market opens on June 14, 2024, under the existing trading symbol “TWOU.” The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 90214J200.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits
Exhibit NumberExhibit Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 2U, Inc.
June 14, 2024By:/s/ Matthew J. Norden
  Matthew J. Norden
  Chief Financial Officer

Exhibit 3.1
CERTIFICATE OF AMENDMENT OF EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 2U, INC.
2U, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows:
FIRST:    That, at a meeting of the Board of Directors of the Company, resolutions were duly adopted recommending and declaring advisable that the Eighth Amended and Restated Certificate of Incorporation of the Company be amended and that such amendments be submitted to the stockholders of the Company for their consideration, as follows:
RESOLVED, that Section A of Article IV of the Eighth Amended and Restated Certificate of Incorporation of the Company, as amended and/or restated to date, be amended and restated in its entirety to read as follows:
“A. Effective as of 5 p.m. Eastern Time on the date this Certificate of Amendment of Eighth Amended and Restated Certificate of Incorporation is filed with the Office of the Secretary of State of the State of Delaware (the “Effective Time”), a 1-for-30 reverse stock split of the Company’s Common Stock (as defined below) shall become effective, pursuant to which each 30 shares of Common Stock outstanding and held of record by each stockholder of the Company immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Common Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.001 per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split. In lieu thereof, (i) with respect to holders of one or more certificates which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, upon surrender after the Effective Time of such certificate or certificates, any holder who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment (the “Fractional Share Payment”) equal to the fraction of which such holder would otherwise be entitled multiplied by the closing price per share as reported by The Nasdaq Stock Market LLC (as adjusted to give effect to the Reverse Stock Split) on the date of the Effective Time; provided that, whether or not fractional shares would be issuable as a result of the Reverse Stock Split shall be determined on the basis of (a) the total number of shares of Common Stock that were issued and outstanding immediately prior to the Effective Time formerly represented by certificates that the holder is at the time surrendering and (b) the aggregate number of shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such



certificates shall have been reclassified; and (ii) with respect to holders of shares of Common Stock in book entry form in the records of the Company’s transfer agent that were issued and outstanding immediately prior to the Effective Time, any holder who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive the Fractional Share Payment automatically and without any action by the holder.
The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all classes of capital stock which the Company shall have authority to issue is Two Hundred Five Million (205,000,000) shares, of which Two Hundred Million (200,000,000) shares shall be Common Stock (the “Common Stock”), each having a par value of one-tenth of one cent ($0.001), and Five Million (5,000,000) shares shall be Preferred Stock (the “Preferred Stock”), each having a par value of one-tenth of one cent ($0.001).
SECOND:    That, at a special meeting of stockholders of the Company, the aforesaid amendment was duly adopted by the stockholders of the Company.
THIRD:    That, the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Signature Page Follows]



IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by its Chief Executive Officer on this 13th day of June, 2024.
 2U, INC.
By:
/s/ Paul S. Lalljie
  
Name: Paul S. Lalljie
  Title: Chief Executive Officer and Director


v3.24.1.1.u2
Document and Entity Information Document
Jun. 13, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 13, 2024
Entity Registrant Name 2U, INC.
Entity Central Index Key 0001459417
Amendment Flag false
Current Fiscal Year End Date --12-31
Entity Incorporation, State or Country Code DE
Entity File Number 001-36376
Entity Tax Identification Number 26-2335939
Entity Address, Address Line One 7900 Harkins Road
Entity Address, City or Town Lanham,
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20706
City Area Code 301
Local Phone Number 892-4350
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol TWOU
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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