Current Report Filing (8-k)
November 12 2019 - 4:02PM
Edgar (US Regulatory)
0001459417
false
0001459417
2019-11-11
2019-11-12
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xbrli:shares
iso4217:USD
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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):
November 12, 2019
2U, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN
ITS CHARTER)
Delaware
(STATE OF INCORPORATION)
001-36376
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26-2335939
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(COMMISSION FILE NUMBER)
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(IRS EMPLOYER ID. NUMBER)
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7900 Harkins Road
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Lanham, MD
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20706
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(ZIP CODE)
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(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:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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TWOU
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The Nasdaq Global Select Market
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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. ¨
Item 2.02
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Results of Operations and Financial Condition
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On November 12, 2019, 2U, Inc. issued a
press release announcing its results for the quarter ended September 30, 2019. A copy of the press release is furnished as Exhibit
99.1 hereto and incorporated by reference herein.
The information in this Item 2.02, and Exhibit
99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by
reference in any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made
before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific
reference in such a filing.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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 hereunto duly authorized.
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2U, INC.
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By:
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/s/ Paul S. Lalljie
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Name:
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Paul S. Lalljie
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Title:
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Chief Financial Officer
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Date: November 12, 2019
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