2U Announces 1-for-30 Reverse Stock Split
2U, a leading online education platform, announced a 1-for-30 reverse stock split of its common stock, effective June 13, 2024, following shareholder approval on May 20, 2024.
The stock will begin trading on a post-split basis on June 14, 2024, under the symbol "TWOU". The reverse split aims to increase the per-share market price to meet Nasdaq's minimum bid price requirement. Each 30 shares will be combined into one share, affecting all shareholders equally and proportionally adjusting all equity awards.
No fractional shares will be issued; holders will receive cash payments instead. Equiniti Trust Company will act as the exchange and transfer agent for the split.
- The reverse stock split aims to increase the per share market price, potentially enhancing investor confidence.
- Ensures compliance with Nasdaq's minimum bid price requirement, helping maintain the listing on the Nasdaq Global Select Market.
- Shareholders' percentage ownership remains the same post-split, preserving their investment value.
- Equity awards will be proportionately adjusted, maintaining the value of employee incentives.
- The reverse stock split does not address underlying business performance issues that may have led to the low stock price.
- The split could be perceived negatively by investors as a sign of financial instability.
- Fractional shares will not be issued, and cash payments for these may result in minor discrepancies.
Insights
The announcement that 2U, Inc. will implement a 1-for-30 reverse stock split is primarily aimed at increasing the per-share price to meet Nasdaq's minimum bid price requirement. This action is often taken by companies whose stock price has fallen significantly, potentially signaling financial distress or operational challenges. For investors, this move could be a double-edged sword. While it may help the company maintain its listing on Nasdaq, it does not fundamentally change the company's market capitalization or valuation. The number of shares will shrink, but the price per share will increase proportionately, leaving the overall value held by each investor unchanged.
In the short term, such a move can create market volatility as traders and investors react to the news. Some may view the reverse stock split as a negative signal, while others might see it as a necessary step for the company's long-term health. Retail investors should be cautious and consider the underlying financials and future prospects of 2U, Inc. before making any investment decisions. Look at metrics like revenue growth, profitability and market share in the online education space to get a better picture of the company's true health.
The reverse stock split by 2U, Inc. also reflects broader trends in the online education market, which has been facing various challenges including increased competition and evolving consumer preferences. While the move to consolidate shares can be seen as a strategy to stabilize the stock price, it does not directly address the competitive pressures or operational hurdles the company may be facing. Investors should keep an eye on the company's strategic initiatives, partnerships and any innovations in their platform that could drive growth.
Additionally, the company's ability to maintain and grow its user base is crucial. Market sentiment can be significantly influenced by how effectively 2U, Inc. can differentiate itself from competitors like Coursera and edX. Long-term investors should look at the company's efforts to expand its course offerings, improve user engagement and enhance the overall value proposition to both learners and educational institutions.
The Reverse Stock Split is expected to become effective at 5 p.m., Eastern Time, on June 13, 2024. 2U expects the Common Stock will begin trading on a post-split basis at the market open on June 14, 2024 under the symbol "TWOU" with the new CUSIP number 90214J 200.
The primary goal of the Reverse Stock Split is to increase the per share market price of the Common Stock to regain compliance with Nasdaq's minimum bid price requirement for continued listing on The Nasdaq Global Select Market.
When the Reverse Stock Split is effective, every 30 shares of the Company's Common Stock issued and outstanding will be combined automatically into one share of Common Stock. The Reverse Stock Split will apply equally to all outstanding shares of Common Stock, and each stockholder will hold the same percentage of Common Stock outstanding immediately following the Reverse Stock Split, except for minor adjustments that may result from the treatment of fractional shares. No fractional shares will be issued in connection with the Reverse Stock Split. Holders of Common Stock will receive a cash payment (without interest) in lieu of any fractional shares. Additionally, all equity awards outstanding immediately prior to the Reverse Stock Split will be proportionately adjusted.
Equiniti Trust Company, LLC ("Equiniti"), formerly American Stock Transfer & Trust Company, is acting as the exchange agent and transfer agent for the Reverse Stock Split.
Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders holding certificated shares will receive a transmittal letter from Equiniti as soon as practicable after the Reverse Stock Split is effected. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate or certificates representing the pre-Reverse Stock Split shares of Common Stock for a statement of ownership. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the Reverse Stock Split and will receive payment for any fractional shares in accordance with their respective bank's, broker's or nominee's particular processes.
Additional information about the Reverse Stock Split can be found in 2U's definitive proxy statement (Form DEF 14A) filed with the
About 2U, Inc. (Nasdaq: TWOU)
2U is a global leader in online education. Guided by its founding mission to eliminate the back row in higher education, 2U has spent 15 years advancing the technology and innovation to deliver world-class learning outcomes at scale. Through its global online learning platform edX, 2U connects more than 86 million people with thousands of affordable, career-relevant learning opportunities in partnership with 260 of the world's leading universities, institutions, and industry experts. From free courses to full degrees, 2U is creating a better future for all through the power of high-quality online education. Learn more at 2U.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements regarding 2U, Inc. ("2U" or the "Company"). All statements in this press release that are not historical including, without limitation, those regarding the timing of the implementation of the Reverse Stock Split and our compliance with the continued listing requirements of The Nasdaq Global Select Market, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including those described under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and our other SEC filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. These forward-looking statements speak only as of the date they are made. We do not undertake, and expressly disclaim, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions or otherwise.
Investor Contact:
investorinfo@2u.com
Media Contact:
media@2u.com
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SOURCE 2U, Inc.
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