As filed with the U.S. Securities and Exchange Commission on September 12, 2024
Registration No. 333-207088
Registration No. 333-227546
Registration No. 333-259928
Registration No. 333-277707
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-207088
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-227546
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-259928
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-277707
UNDER
THE SECURITIES ACT OF 1933
2U, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 26-2335939 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2345 Crystal Drive, Suite 1000
Arlington, Virginia
(301) 892-4350
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Matthew J. Norden
Chief Financial Officer
2U, Inc.
2345 Crystal Drive, Suite 1000
Arlington, Virginia
(301) 892-4350
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Christopher Clark
Latham & Watkins LLP
555 11th St. NW, Suite 1100
Washington, D.C. 20004
(202) 637-2200
Approximate date of commencement of proposed sale to the public: Not applicable
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These post effective amendments (these “Post-Effective Amendments”) are being filed by 2U, Inc., a Delaware corporation (the “Company”), to deregister and terminate any and all securities registered but unsold or otherwise unissued under the following Registration Statements on Form S-3 (the “Registration Statements”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”), each as amended or supplemented to date, as of the date hereof (note that the number of shares listed below do not take into account corporate actions, such as stock splits, taken in the interim):
| • | Registration Statement on Form S-3 (No. 333-207088), originally filed with the SEC on September 23, 2015, registering an indeterminate aggregate amount of debt securities, common stock, preferred stock, warrants, units, or other securities at an indeterminate initial offering price; |
| • | Registration Statement on Form S-3 (No. 333-227546), originally filed with the SEC on September 26, 2018, registering an indeterminate aggregate amount of debt securities, common stock, preferred stock, warrants, units, or other securities at an indeterminate initial offering price; |
| • | Registration Statement on Form S-3 (No. 333-259928), originally filed with the SEC on September 30, 2021, registering an indeterminate aggregate amount of debt securities, common stock, preferred stock, warrants, units, or other securities at an indeterminate initial offering price; and |
| • | Registration Statement on Form S-3 (No. 333-277707), originally filed with the SEC on March 6, 2024, registering an indeterminate aggregate amount of debt securities, common stock, preferred stock, warrants, units, or other securities, each as may be issued from time to time up to $100,000,000 in aggregate initial offering price. |
As previously disclosed, on July 25, 2024, the Company and certain of its subsidiaries commenced voluntary 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 (as amended and supplemented, the “Plan”). On September 9, 2024, the Bankruptcy Court entered an Order (A) Approving (I) the Disclosure Statement and (II) Confirming the Second Amended Joint Prepackaged Plan of Reorganization of 2U, Inc. and its Debtor Affiliates under Chapter 11 of the Bankruptcy Code, and (B) Granting Related Relief confirming the Plan. In connection with the foregoing, the offerings pursuant to the Registration Statements are being terminated.
In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, the Company hereby removes from registration all securities that were registered but unsold or otherwise unissued under the Registration Statements as of the date hereof. As of the date hereof, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Arlington, State of Virginia, on September 12, 2024.
| 2U, INC. | ||
| By: | /s/ Matthew J. Norden | |
| Matthew J. Norden | ||
| Chief Financial Officer | ||
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.