2U, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-09-16: Form 8-K; Period of report 2024-09-12; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.01.
- 2024-09-10: Form 8-K; Period of report 2024-09-04; Description 1.03 Bankruptcy or Receivership; 7.01 Regulation FD Disclosure; Details 1.03.
- 2024-08-01: Form 8-K; Period of report 2024-07-29; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 1.01.
- 2024-07-25: Form 8-K; Period of report 2024-07-24; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-09-16 | 8-K | 2024-09-12 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K (this “Current Report”) under the headers “Exit First Lien Credit Agreement” and “Exit Second Lien Credit Agreement” is incorporated herein by reference. 3.02 The information set forth in Item 1.01 of this Current Report under the header “LLC Agreement” is incorporated herein by reference. 3.03 The information set forth in the Introductory Note hereto and Item 1.02 of this Current Report is incorporated herein by reference. 5.01 The information set forth in the Introductory Note, Item 101 under the header “LLC Agreement,” and Item 3.02 of this Current Report is incorporated herein by reference. 5.02 Pursuant to the terms of the Plan, effective as of the Effective Date and prior to the Conversion, all of the members of the board of directors of the Company then serving resigned from their roles as directors of the Company (and any committees of the board of directors thereof). 5.03 The information set forth in the Introductory Note and Item 1.01 under the header “LLC Agreement” of this Current Report is incorporated herein by reference. 7.01 In connection with its emergence from the Chapter 11 Cases, the Company issued a press release on the Effective Date, a copy of which is furnished as Exhibit 99.1 to this Current Report and incorporated by reference herein. | d820461d8k.htm |
| 2024-09-10 | 8-K | 2024-09-04 | 1.03 Bankruptcy or Receivership; 7.01 Regulation FD Disclosure | 1.03 As previously disclosed, on July 25, 2024, 2U, Inc. (the “Company”) and certain of its subsidiaries (such subsidiaries, together with the Company, the “Debtors”) commenced voluntary cases (collectively, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) providing for a court-administered reorganization pursuant to its prepackaged joint plan of reorganization (as amended and supplemented, the “Plan”). 7.01 On September 4, 2024, each of the Debtors filed with the Bankruptcy Court its monthly operating report for the period ended July 31, 2024 (collectively, the “Monthly Operating Reports”). | d897024d8k.htm |
| 2024-08-01 | 8-K | 2024-07-29 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 1.01 Entry into a Material Definitive Agreement. 2.03 As previously disclosed, on July 25, 2024 (the “Petition Date”), 2U, Inc. (the “Company”) and certain of its subsidiaries (such subsidiaries, together with the Company, the “Debtors”) commenced voluntary cases (collectively, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) providing for a court-administered reorganization pursuant to its prepackaged joint plan of reorganization (the “Plan”). 3.01 On July 29, 2024, the Company was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq had determined to delist the Company’s common stock, par value $0.001 per share (the “Common Stock”). | d877954d8k.htm |
| 2024-07-25 | 8-K | 2024-07-24 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.03 On July 24, 2024, 2U, Inc. (“2U”) and certain of its subsidiaries (such subsidiaries, together with 2U, the “Company”) entered into a Restructuring Support Agreement (the “RSA”) with certain creditors, including (i) an ad hoc group (the “Ad Hoc Noteholder Group”) and certain other holders (together, the “Consenting 2025 Noteholders”) of 2U’s 2.25% convertible senior notes due May 1, 2025 (the “2025 Notes”), issued under that certain Indenture, dated as of April 23, 2020, between 2U and Wilmington Trust, National Association, as trustee (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “2025 Notes Indenture”), (ii) certain members of the Ad Hoc Noteholder Group and certain other holders (together with the Consenting 2025 Noteholders, the “Consenting Noteholders”) of 2U’s 4.50% senior unsecured convertible notes due February 1, 2030 (together with the 2025 Notes, the “Convertible Notes”), issued under that certain Indenture, dated as of January 11, 2023, between 2U and Wilmington Trust, National Association, as trustee (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “2030 Notes Indenture”), and (iii) an ad hoc group of certain lenders (the “Consenting Lenders” and, together with the Consenting Noteholders, the “Consenting Creditors”) under that certain Credit and Guaranty Agreement, dated as of June 28, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Existing First Lien Credit Agreement”). 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement. 7.01 On July 25, 2024, 2U issued a press release announcing the Chapter 11 Cases and other matters. 8.01 2U cautions that trading in its securities (including its common stock) during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. | d875063d8k.htm |
| 2024-06-14 | 8-K | 2024-06-13 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 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. | twou-20240613.htm |
| 2024-05-22 | 8-K | 2024-05-20 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2024 Annual Meeting of the Company was held on Monday, May 20, 2024 at 2:00 p.m., Eastern time. | twou-20240520.htm |
| 2024-05-10 | 8-K | 2024-05-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 9, 2024, 2024, the Board of Directors (the “Board”) of 2U, Inc. (the “Company”) increased its size to nine members in accordance with the Company’s Eighth Amended and Restated Certificate of Incorporation, and appointed Ivona Smith as a Class II Director to fill the vacancy created by such increase in size, both effective as of May 9, 2024. | twou-20240509.htm |
| 2024-05-02 | 8-K | 2024-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2024, 2U, Inc. (the “Company”) issued a press release announcing its results for the quarter ended March 31, 2024. | twou-20240502.htm |
| 2024-04-04 | 8-K | 2024-03-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed by 2U, Inc. (the “Company”), the Company is in the process of developing and implementing a comprehensive performance improvement plan that aims to improve profitability, optimize its operating model, and improve the balance sheet. | d786539d8k.htm |
| 2024-03-15 | 8-K | 2024-03-14 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On March 14, 2024, 2U, Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock, par value $0.001 per share (the “Common Stock”), was below the $1.00 per share minimum required for continued listing on Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”). | twou-20240314.htm |
| 2024-02-12 | 8-K | 2024-02-12 | 2.02 Results of Operations and Financial Condition | 2.02 On February 12, 2024, 2U, Inc. (the “Company”) issued a press release announcing its results for the quarter and year ended December 31, 2023. | twou-20240212.htm |
| 2024-01-03 | 8-K | 2024-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 3, 2024, 2U, Inc. (the “Company”) announced the appointment of Andrew Hermalyn as President of the Degree Program Segment of the Company and Aaron McCullough as President of the Alternative Credential Segment of the Company, each effective as of January 3, 2024. | d681431d8k.htm |