Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
2U, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Registered Securities
Security Type | Security Class Title | Fee Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||
| Fees to Be Paid | Equity | Common Stock, par value $0.001 per share | — | — | — | — | — | — | ||||||||
| Equity | Preferred Stock, par value $0.001 per share | — | — | — | — | — | — | |||||||||
| Debt | Debt Securities | — | — | — | — | — | — | |||||||||
| Other | Warrants | — | — | — | — | — | — | |||||||||
| Other | Units | — | — | — | — | — | — | |||||||||
| Unallocated (universal) shelf | — | Rule 457(o) | (1) | (2) | $100,000,000.00 | 0.00014760 | $14,760.00 | |||||||||
| Total Offering Amounts | $100,000,000.00 | $14,760.00 | ||||||||||||||
| Total Fees Previously Paid | — | |||||||||||||||
| Total Fee Offsets | $14,760.00(3) | |||||||||||||||
| Net Fee Due | $0.00 | |||||||||||||||
| (1) | There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock or debt securities as shall have an aggregate initial offering price not to exceed $100,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $100,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
| (2) | The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act. |
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Sources | ||||||||||||
| Rule 457(p) | ||||||||||||||||||||||
| Fee Offset Claims | 2U, Inc. | POSASR | 333-259928 | March 6, 2024 | $14,760.00 | Unallocated (Universal) Shelf | (3) | (3) | $100,000,000.00 | |||||||||||||
| Fee Offset Sources | 2U, Inc. | POSASR | 333-259928 | March 6, 2024 | $14,760.00(3) | |||||||||||||||||
| (3) | On March 6, the Company filed Post-Effective Amendment No. 1 to the Registration Statement on Form S-3ASR (File No. 333-259928), which automatically went effective on such date, that identified and registered an aggregate principal amount of $100,000,000 of an indeterminate amount of securities to be offered by the Company from time to time for which a filing fee of $14,760 was due, which paid was paid through a fee offset a contemporaneous fee payment of $14,760. No securities were offered and sold under this prior Registration Statement. In accordance with Rule 457(p) under the Securities Act of 1933, as amended, the Registrant is allocating the $14,760 of the unused filing fees to offset the filing fee payable in connection with this filing. |
