2U,INC. (NASDAQ:TWOU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On September6, 2017, 2U,Inc., a Delaware corporation (the “Company”), and one of its stockholders (the “Selling Stockholder”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with the several underwriters named therein (collectively, the “Underwriters”) for whom Goldman Sachs& Co. LLC and Credit Suisse Securities (USA) LLC are acting as representatives, relating to the underwritten registered public offering of an aggregate of 3,650,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), of which 3,500,000 shares are to be issued and sold by the Company and 150,000 shares are to be sold by the Selling Stockholder, at a public offering price of $49 per share. Under the terms of the Underwriting Agreement, the Company also granted the underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 547,500 shares of Common Stock (the “Option”), which the underwriters exercised in full on September7, 2017.

The net proceeds to the Company from the sale of the Shares to be issued and sold by the Company (including to the Option) are expected to be approximately $188.9 million, and the aggregate net proceeds to the Selling Stockholder from the sale of the Shares to be sold by the Selling Stockholder are expected to be approximately $7.0 million, after deducting underwriting discounts and commissions of 4.5%, or $2.21 per share, and other estimated offering expenses payable by the Company. The Company will not receive any of the proceeds from the sale of Shares by the Selling Stockholder. The offering closed on September11, 2017.

The Shares being offered were registered by the Company under an automatically effective shelf registration statement on FormS-3, Registration Number 333-207088, filed with the SEC on September23, 2015, and to the preliminary prospectus supplement, dated September5, 2017, the final prospectus supplement, dated September6, 2017, and the accompanying prospectus, dated September24, 2015, describing the terms of the offering.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholder, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholder and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. A copy of the Underwriting Agreement is attached as Exhibit1.1 to this report and is incorporated herein by reference, and the description of the Underwriting Agreement herein is qualified in its entirety by reference to such exhibit. A copy of the opinion of Skadden, Arps, Slate, Meagher& Flom LLP relating to the legality of the issuance and sale of the shares of Common Stock is attached as Exhibit5.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits