LANHAM, Md., June 10, 2024 /PRNewswire/ — 2U, Inc. (Nasdaq: TWOU), a leading online education platform company, today announced that it will proceed with a 1-for-30 reverse stock split (“Reverse Stock Split”) of its outstanding shares of common stock (the “Common Stock”) following approval by its Board of Directors. This ratio is within the range approved by stockholders at the annual meeting of 2U shareholders held on May 20, 2024.
The Reverse Stock Split is expected to become effective at 5 p.m., Eastern Time, on June 13, 2024. 2U expects the Common Stock will begin trading on a post-split basis at the market open on June 14, 2024 under the symbol “TWOU” with the new CUSIP number 90214J 200.
The primary goal of the Reverse Stock Split is to increase the per share market price of the Common Stock to regain compliance with Nasdaq’s minimum bid price requirement for continued listing on The Nasdaq Global Select Market.
When the Reverse Stock Split is effective, every 30 shares of the Company’s Common Stock issued and outstanding will be combined automatically into one share of Common Stock. The Reverse Stock Split will apply equally to all outstanding shares of Common Stock, and each stockholder will hold the same percentage of Common Stock outstanding immediately following the Reverse Stock Split, except for minor adjustments that may result from the treatment of fractional shares. No fractional shares will be issued in connection with the Reverse Stock Split. Holders of Common Stock will receive a cash payment (without interest) in lieu of any fractional shares. Additionally, all equity awards outstanding immediately prior to the Reverse Stock Split will be proportionately adjusted.
Equiniti Trust Company, LLC (“Equiniti”), formerly American Stock Transfer & Trust Company, is acting as the exchange agent and transfer agent for the Reverse Stock Split.
Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders holding certificated shares will receive a transmittal letter from Equiniti as soon as practicable after the Reverse Stock Split is effected. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate or certificates representing the pre-Reverse Stock Split shares of Common Stock for a statement of ownership. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the Reverse Stock Split and will receive payment for any fractional shares in accordance with their respective bank’s, broker’s or nominee’s particular processes.
Additional information about the Reverse Stock Split can be found in 2U’s definitive proxy statement (Form DEF 14A) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 8, 2024.
About 2U, Inc. (Nasdaq: TWOU)2U is a global leader in online education. Guided by its founding mission to eliminate the back row in higher education, 2U has spent 15 years advancing the technology and innovation to deliver world-class learning outcomes at scale. Through its global online learning platform edX, 2U connects more than 86 million people with thousands of affordable, career-relevant learning opportunities in partnership with 260 of the world’s leading universities, institutions, and industry experts. From free courses to full degrees, 2U is creating a better future for all through the power of high-quality online education. Learn more at 2U.com.
Cautionary Note Regarding Forward-Looking StatementsThis press release contains forward-looking statements regarding 2U, Inc. (“2U” or the “Company”). All statements in this press release that are not historical including, without limitation, those regarding the timing of the implementation of the Reverse Stock Split and our compliance with the continued listing requirements of The Nasdaq Global Select Market, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and our other SEC filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. These forward-looking statements speak only as of the date they are made. We do not undertake, and expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions or otherwise.
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SOURCE 2U, Inc.
