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
Statements
This 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.
Investor Contact:
investorinfo@2u.com
Media Contact:
media@2u.com
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SOURCE 2U, Inc.