0001819404FALSE00018194042024-12-022024-12-02


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) December 2, 2024
___________________________________

NERDY INC.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation)
001-39595
(Commission
File Number)
98-1499860
(I.R.S. Employer
Identification No.)
8001 Forsyth Blvd., Suite 1050
St. Louis, MO
 63105
(address of principal executive offices)
(zip code)
(314) 412-1227
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareNRDYNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐


Item 8.01. Other Events.
On December 3, 2024, Nerdy Inc. (the “Company”) issued a press release announcing that on December 2, 2024, it received a notice from the New York Stock Exchange (the “NYSE”) that the Company had regained compliance with Section 802.01C of the NYSE Listed Company Manual. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description
99.1
104Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
1

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 hereunto duly authorized.
Nerdy Inc.
(Registrant)
Date: December 3, 2024
By:/s/ Christopher C. Swenson
Name: Christopher C. Swenson
Title:   Chief Legal Officer and Corporate Secretary


2

nerdyinclogo.jpg


Nerdy Regains Compliance with NYSE Continued Listing Standard

December 3, 2024 -- ST. LOUIS -- Nerdy Inc. (NYSE: NRDY) today announced that it has regained compliance with the New York Stock Exchange ("NYSE") continued listing criteria for minimum share price under Section 802.01C of the NYSE Listed Company Manual.

On December 2, 2024, the NYSE provided Nerdy with a notification letter of compliance based on Nerdy’s closing share price on November 29, 2024, as well as a calculation of Nerdy’s average closing share price for the 30 trading days ended November 29, 2024, which reflected an average closing share price above the NYSE’s $1.00 minimum requirement. Accordingly, the Company has regained compliance with the minimum share price requirement of Section 802.01C.

Nerdy’s Class A Common Stock will continue to be listed and trade on the NYSE, subject to the Company’s compliance with other NYSE continued listing standards.

Forward-Looking Statements

All statements contained herein that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our plans and intentions with respect to the NYSE continued listing requirements; as well as statements that include the words “expect,” “plan,” “believe,” “project,” and “may,” and similar statements of a future or forward-looking nature. The forward-looking statements made herein relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. There are a significant number of factors that could cause actual results to differ materially from statements made herein or in connection herewith, including but not limited to, our limited operating history, which makes it difficult to predict our future financial and operating results; our history of net losses; risks associated with our ability to acquire and retain customers, operate, and scale up our Consumer and Institutional businesses; risks associated with our intellectual property, including claims that we infringe on a third-party’s intellectual property rights; risks associated with our classification of some individuals and entities we contract with as independent contractors; risks associated with the liquidity and trading of our securities; risks associated with payments that we may be required to make under the tax receivable agreement; litigation, regulatory and reputational risks arising from the fact that many of our Learners are minors; changes in applicable law or regulation; the possibility of cyber-related incidents and their related impacts on our business and results of operations; risks associated with the development and use of artificial intelligence and related regulatory uncertainty; the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and risks associated with managing our rapid growth. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our filings with the SEC, including our Annual Report on Form 10-K filed on February 27, 2024, as well as other filings that we may make from time to time with the SEC.

Investor Relations investors@nerdy.com

Source: Nerdy Inc.

v3.24.3
Cover Page
Dec. 02, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Dec. 02, 2024
Entity Registrant Name NERDY INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39595
Entity Tax Identification Number 98-1499860
Entity Address, Address Line One 8001 Forsyth Blvd.
Entity Address, Address Line Two Suite 1050
Entity Address, City or Town St. Louis
Entity Address, State or Province MO
Entity Address, Postal Zip Code 63105
City Area Code 314
Local Phone Number 412-1227
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol NRDY
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001819404
Amendment Flag false
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