Bankruptcy: 23andMe Holding Co.

Form Type: 8-K

Filing Date: 2025-06-30

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525152020

Filing Summary: On June 27, 2025, 23andMe Holding Co. and its subsidiaries filed for Chapter 11 bankruptcy in the Eastern District of Missouri. The filing is part of an ongoing bankruptcy case that began with voluntary petitions on March 23, 2025. The company entered into an Asset Purchase Agreement with TTAM Research Institute, an affiliate of co-founder Anne Wojcicki, for the acquisition of nearly all assets for $305 million in cash, plus certain liabilities. The Court approved this transaction on June 27, 2025. Additionally, TTAM will act as a stalking horse sponsor for a chapter 11 plan concerning the company’s telehealth services business, valued at $2.5 million, that will be excluded from the asset sale. The company cautioned that trading in its common stock is speculative during the bankruptcy proceedings, which could impact liquidity and trading values significantly.

Form Type: 8-K

Filing Date: 2025-06-16

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525141090

Filing Summary: On June 13, 2025, 23andMe Holding Co. announced the selection of TTAM Research Institute as the winning bidder for the assets of the company during its Chapter 11 bankruptcy proceedings. This decision followed an auction held on the same day, where TTAM bid $305 million in cash, surpassing Regeneron Pharmaceuticals' bid of $256 million. The TTAM Asset Purchase Agreement details the terms of this sale, stipulating that TTAM will acquire the assets without liabilities, along with an additional obligation to cover certain specified liabilities. The transaction is subject to court approval, with a hearing scheduled for June 17, 2025. Additionally, the company terminated its previous agreement with Regeneron and will keep part of its earnest deposit. The ongoing Chapter 11 cases indicate substantial risks associated with the company's Class A common stock, now trading on the OTC Pink Market since March 31, 2025.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-16

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000114036125022544

Filing Summary: Amendment No. 13 to Schedule 13D relates to the Class A common stock of 23andMe Holding Co. It updates the previous filings detailing events leading to TTAM Research Institute's attempt to acquire substantially all assets of the Issuer following auction proceedings in its bankruptcy case. TTAM was identified as a qualified bidder and, on June 13, 2025, their $305,000,000 bid was declared the highest and best proposal, making them the auction winner. This amendment includes details of the conversion of shares and beneficial ownership stakes held by various parties, emphasizing shared voting power and beneficial ownership percentages among the LLC, Trust, and Anne Wojcicki. The document highlights various amendments leading up to this moment, including the incorporation of prior amendments.

Form Type: POS AM

Filing Date: 2025-06-03

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525134133

Filing Summary: On June 3, 2025, 23andMe Holding Co. filed a Post-Effective Amendment No. 2 to its Form S-3 Registration Statement to deregister and terminate any shares of Class A Common Stock and other securities that are registered but were unsold or unissued as of the filing date. This filing is a consequence of the Company's voluntary petitions for relief under Chapter 11 of the Bankruptcy Code submitted on March 23, 2025. The previous S-1 Registration Statement, initially effective on July 15, 2021, registered significant shares of Class A Common Stock and Private Placement Warrants, but the amendments have now resulted in a reduction of these registered securities due to their sale or redemption, necessitating this deregistration. The Company has thus terminated offers and sales of these securities as a result of its bankruptcy proceedings. The amendment also serves to comply with a prior undertaking to remove unsold securities from registration. This filing was signed by Joseph Selsavage, the Interim Chief Executive Officer and Chief Financial and Accounting Officer.

Form Type: RW

Filing Date: 2025-06-03

Corporate Action: Bankruptcy

Type: New

Accession Number: 000119312525134111

Filing Summary: 23andMe Holding Co. has filed a request to withdraw its Registration Statement on Form S-3 (File No. 333-269595) with the Securities and Exchange Commission, originally filed on February 6, 2023. The decision to withdraw the Registration Statement comes after the Company and certain subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on March 23, 2025. The Company stated that no securities covered by the Registration Statement have been issued or sold. The Company is seeking the withdrawal to be effective immediately and requests an order from the Commission at the earliest opportunity.

Form Type: S-8 POS

Filing Date: 2025-06-03

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525134118

Filing Summary: On June 3, 2025, 23andMe Holding Co. filed a Post-Effective Amendment to deregister shares of Class A common stock that remained unsold under several previous Registration Statements filed with the SEC. This follows the company's voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code on March 23, 2025, which led to the termination of all securities offerings pursuant to the Registration Statements. The amendment details the total shares involved across different plans, including adjustments made following a reverse stock split on October 16, 2024, where an updated number of shares was authorized under the 2021 Incentive Equity Plan and Employee Stock Purchase Plan. The amendment complies with an undertaking to remove unsold securities from registration, indicating a significant shift in the company's financial status and operational activities.

Form Type: S-8 POS

Filing Date: 2025-06-03

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525134120

Filing Summary: 23andMe Holding Co. has filed a Post-Effective Amendment to withdraw and deregister shares of Class A common stock registered under multiple Form S-8 registration statements. This action is a result of the company filing for voluntary Chapter 11 bankruptcy on March 23, 2025, which has led to the termination of all offerings of its securities. The document details the amounts of shares initially registered under each registration statement, the adjustments made following a one-for-20 reverse stock split, and confirms that the company is removing from registration all unsold securities. The resettling of shares amounts in the amended equity plans and employee stock purchase plans in response to the reverse stock split is also highlighted.

Form Type: S-8 POS

Filing Date: 2025-06-03

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525134122

Filing Summary: On June 3, 2025, 23andMe Holding Co. filed a Post-Effective Amendment to its Form S-8 registration statements to withdraw and deregister all unsold shares of Class A common stock that were previously registered under several registration statements. This action follows the company's voluntary petitions under Chapter 11 of the Bankruptcy Code on March 23, 2025, necessitating the termination of all securities offerings under those registration statements. Key details include the relevant registration numbers and the total number of shares that were registered and are now being deregistered.

Form Type: S-8 POS

Filing Date: 2025-06-03

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525134125

Filing Summary: 23andMe Holding Co. filed a Post-Effective Amendment to deregister all shares of Class A common stock that had been registered but remain unsold under several previous Registration Statements following the company's voluntary Chapter 11 bankruptcy filing on March 23, 2025. This amendment impacts multiple registration statements, including those made for its 2021 Incentive Equity Plan and Employee Stock Purchase Plan. The company has undergone a one-for-20 reverse stock split, and as a result of the bankruptcy proceedings, all securities offerings under the prior registration statements have been terminated. The amendments adjust the number of shares available for issuance under equity incentive plans due to legal obligations arising from its bankruptcy filing, ensuring compliance with the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-06-03

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525134129

Filing Summary: On June 3, 2025, 23andMe Holding Co. filed a Post-Effective Amendment No. 1 to its Form S-8 Registration Statements, indicating a deregistration of all shares of Class A common stock that remain unsold under multiple prior registration statements. The deregistration includes shares reserved for the 2021 Incentive Equity Plan and the Employee Stock Purchase Plan, amounting to millions of shares that were not issued due to the termination of the offerings. This follows the company's March 23, 2025 filing of voluntary petitions for relief under Chapter 11 Bankruptcy, leading it to cease all securities offerings. The amendments reflect compliance with securities regulations and a response to the company's bankruptcy situation, marking a significant change in its operational status and financial strategies.

Form Type: S-8 POS

Filing Date: 2025-06-03

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525134131

Filing Summary: On June 3, 2025, 23andMe Holding Co. filed a Post-Effective Amendment to deregister all shares of Class A common stock that remain unsold under several S-8 registration statements. This action follows the company's filing for Chapter 11 bankruptcy on March 23, 2025. The registration statements collectively included significant numbers of shares reserved for the 2021 Incentive Equity Plan and the Employee Stock Purchase Plan. The deregistration reflects an undertaking made by the company to remove from registration any securities that had been registered but remained unsold at the termination of the offering. The filing occurred after a one-for-20 reverse stock split implemented on October 16, 2024, which also affected the number of shares authorized and available for issuance in the amended 2021 Plan and the ESPP. The document emphasizes the company's situation as a large accelerated filer and its commitment to complying with the Securities Act of 1933.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095014225001416

Filing Summary: On May 19, 2025, 23andMe Holding Co. announced through a press release the results of the auction of its assets, as part of its ongoing Chapter 11 bankruptcy proceedings. The company had filed for Chapter 11 protection on March 23, 2025, due to financial distress. Following an auction held from May 14 to May 16, 2025, Regeneron Pharmaceuticals, Inc. was selected as the successful bidder to acquire substantially all of 23andMe's assets for $256 million in cash, along with the assumption of certain specified liabilities. The Asset Purchase Agreement is subject to court approval, with a hearing scheduled for June 17, 2025. In the course of its bankruptcy, trading of 23andMe's Class A common stock was suspended on March 31, 2025, and it began trading on the OTC Pink Market under the symbol 'MEHCQ.'

Form Type: 8-K

Filing Date: 2025-05-02

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525111635

Filing Summary: On March 23, 2025, 23andMe Holding Co. and its subsidiaries filed for Chapter 11 bankruptcy in the United States Bankruptcy Court for the Eastern District of Missouri. The document details the company's receipt of a delisting notification from Nasdaq, with trading on the Nasdaq suspended since March 31, 2025. The company's Class A common stock began trading on the OTC Pink Market under the symbol 'MEHCQ'. On April 28, 2025, the company entered into a Senior Secured, Super-Priority Debtor-in-Possession Loan Agreement with JMB Capital Partners Lending, LLC, approved by the Court. This agreement allows for up to $35 million in financing, subject to specific conditions, with $10 million immediately available and a further $25 million contingent on Court approval of a Stalking Horse Purchase Agreement by May 7, 2025. The DIP facility will be used to pay expenses associated with the Chapter 11 cases and for working capital. The agreement includes standard covenants typically found in debtor-in-possession financing agreements. The document warns of the speculative nature of trading in the company's securities during the bankruptcy proceedings and discusses potential risks associated with the outcomes of these proceedings.

Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Bankruptcy

Type: New

Accession Number: 000119312525067076

Filing Summary: On March 24, 2025, 23andMe Holding Co. and certain subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Missouri. Following this announcement, Nasdaq notified the Company that it would be delisted from The Nasdaq Stock Market due to the bankruptcy filing. Trading of the Company’s Class A common stock will be suspended on March 31, 2025, unless an appeal is made, which the Company does not intend to pursue. The Company expects its Common Stock to potentially be quoted on the OTC Pink Market but cannot guarantee trading will commence or continue in that venue. Risks associated with the Chapter 11 proceedings include uncertainty regarding Court approvals, potential asset sales, and the overall financial viability of the Company going forward. The report emphasizes that trading in the Company's securities during this bankruptcy period is highly speculative and may not reflect actual recovery for security holders.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Bankruptcy

Type: New

Accession Number: 000119312525060817

Filing Summary: On March 23, 2025, 23andMe Holding Co. filed for voluntary Chapter 11 bankruptcy in the United States Bankruptcy Court. The company has entered into a binding term sheet with JMB Capital Partners Lending, LLC, for a $35 million debtor-in-possession (DIP) financing agreement, pending court approval. This financing aims to support the company's operations during the bankruptcy process. The company filed motions to jointly administer the Chapter 11 cases and to pursue a structured sale of its assets. Additionally, they have requested to reject several contracts to reduce ongoing expenses. The board appointed Joseph Selsavage as Interim Chief Executive Officer following the resignation of Anne Wojcicki. The company also agreed to settlements related to a previous cyber incident, amounting to $37.5 million. The company is currently operating as a debtor-in-possession and is seeking first-day relief to manage its operations under the bankruptcy filing, which includes motions for employee wages and benefits, as well as seeking to address potential restructuring options.