UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
*(State or other jurisdiction of incorporation or organization)
(STATE OF INCORPORATION)
| (COMMISSION FILE NUMBER) |
(IRS EMPLOYER ID. NUMBER) |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
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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
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| Item 8.01 | Other Events |
The District Court of the State of Maryland has granted preliminary approval of the proposed settlement of shareholder derivative actions against certain current and former directors and officers of 2U, Inc. (the “Company”), captioned Lucey v. Paucek, et al., No. 1:20-cv-02424-GLR (D. Md.); Shumacher v. Paucek et al., No. 2020-1019-LWW (Del. Ch.); Theis v. Paucek, et al., No. 1:20-cv-3360-PAC (S.D.N.Y.); and Sebagh v. Paucek, et al., No. 1:22-cv-01205-CFC (D. Del.). A hearing is currently scheduled for September 7, 2023 to obtain final approval of the settlement. Final approval of the settlement will result in full resolution of these derivative actions pursuant to the settlement agreement, including dismissal of all asserted claims with prejudice and release of all claims against the defendants related to the allegations in those actions.
Pursuant to the Court’s order granting preliminary approval of the settlement, the Company is filing the Notice of Pendency and Proposed Settlement of Derivative Action (“Notice”) as an exhibit to this Form 8-K and posting the Notice on its website at www.investor.2u.com. This website address is included for reference only. The information contained on 2U’s website is not incorporated by reference into this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Exhibit Description | |
| 99.1 | Notice of Pendency and Proposed Settlement of Derivative Action | |
| 104 | Cover 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 hereunto duly authorized.
| 2U, INC. | ||
| By: | /s/ Paul S. Lalljie | |
| Name: | Paul S. Lalljie | |
| Title: | Chief Financial Officer | |
Date: July 27, 2023