UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-36376
2U, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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26-2335939 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
7900 Harkins Road, |
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20706 |
(Address of principal executive offices) |
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(Zip Code) |
(301) 892-4350
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 x |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
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Emerging growth company o |
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 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
As of November 2, 2017, there were 52,222,343 shares of the registrants common stock, par value $0.001 per share, outstanding.
EXPLANATORY NOTE
2U, Inc. is filing this Amendment No. 1 (this Form 10-Q/A) to its Quarterly Report on Form 10-Q for the three and nine month periods ended September 30, 2017, originally filed with the U.S. Securities and Exchange Commission on November 7, 2017 (the Original Form 10-Q), solely to revise the certifications filed as Exhibits 31.1 and 31.2 to the Original Form 10-Q, which inadvertently omitted certain language regarding internal control over financial reporting required to be included in the introductory sentence of paragraph 4. This Form 10-Q/A does not reflect events occurring after the filing of the Original Form 10-Q and, other than the filing of the corrected certifications mentioned above, does not modify or update the disclosures in the Original Form 10-Q in any way.
PART II. OTHER INFORMATION
Item 6. Exhibits
The following exhibits are being filed herewith
Exhibit |
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Description of the Document |
31.1 |
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31.2 |
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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 thereunto duly authorized.
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2U, Inc. | |
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February 12, 2018 |
By: |
/s/ Christopher J. Paucek |
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Christopher J. Paucek |
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Chief Executive Officer |
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February 12, 2018 |
By: |
/s/ Catherine A. Graham |
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Catherine A. Graham |
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Chief Financial Officer |