Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-257768
Prospectus Supplement No. 7
(to Prospectus dated July 15, 2021)
23andMe Holding Co.
280,940,853 Shares of Class A Common Stock
467,670 Shares of Class A Common Stock
Up to 25,065,665 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Up to 8,113,999 Warrants
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated July 15, 2021 (the Prospectus), related to: (1) to the offer and sale from time to time by the selling securityholders named in the Prospectus (the Selling Holders) of up to: (i) 280,940,853 shares of our Class A Common Stock, par value $0.0001 per share (Class A Common Stock) and (ii) 8,113,999 warrants to purchase shares of Class A Common Stock originally issued in a private placement and (2) the issuance by us of up to (i) 25,065,665 shares of Class A Common Stock that may be issued upon exercise of warrants to purchase Class A Common Stock at an exercise price of $11.50 per share and (ii) 467,670 shares of Class A Common Stock reserved for issuance upon the exercise of outstanding options, with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (SEC) on December 28, 2021 (the Form 8-K). Accordingly, we have attached the Form 8-K to this prospectus supplement.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our Class A Common Stock is listed on The Nasdaq Global Select Market (Nasdaq), under the symbol ME. On December 27, 2021, the closing price of a share of Class A Common Stock was $6.78.
We are an emerging growth company under federal securities laws and are subject to reduced public company reporting requirements. Investing in our Class A Common Stock involves a high degree of risk. See the section entitled Risk Factors beginning on page 12 of the Prospectus and in any applicable prospectus supplement to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 28, 2021.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 2021
23andMe Holding Co.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
223 N. Mathilda Avenue
Sunnyvale, California 94086
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (650) 938-6300
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 class
Name of each exchange
on which registered
|Class A Common Stock, $0.0001 par value per share||ME||The Nasdaq Global Select Market|
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.|| |
On December 28, 2021, 23andMe Holding Co. (the Company) issued a press release (the Press Release) announcing the results of the completed redemption (the Redemption) of all of its outstanding warrants (the Warrants) to purchase shares of the Companys Class A common stock, par value $0.0001 per share, that were issued under the Warrant Agreement, dated October 1, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. The Warrants include the public warrants (the Public Warrants) issued as part of the units sold in the initial public offering (the IPO) of the Company, which was formerly known as VG Acquisition Corp., and the private warrants that were sold in a private placement simultaneously with the IPO.
In connection with the Redemption, the Public Warrants stopped trading on the Nasdaq Global Select Market and were delisted. The Redemption had no effect on the trading of the Companys Class A common stock, which continues to trade on the Nasdaq Global Select Market under the ticker symbol, ME.
A copy of the Press Release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
|Item 9.01.|| |
Financial Statements and Exhibits.
|99.1||23andMe Holding Co. Press Release, dated December 28, 2021|
|104||Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|23ANDME HOLDING CO.|
|Title:||Chief Legal and Regulatory Counsel|
Dated: December 28, 2021
23andMe Announces the Results of the Completed Redemption of All Outstanding Warrants
SUNNYVALE, Calif., December 28, 2021 23andMe Holding Co. (Nasdaq: ME) (23andMe), a leading consumer genetics and research company, today announced the results of the completed redemption (the Redemption) of all of its outstanding warrants (the Warrants) to purchase shares of Class A common stock of 23andMe that were issued under the Warrant Agreement, dated October 1, 2020 (the Warrant Agreement), by and between 23andMe and Continental Stock Transfer & Trust Company, as warrant agent. The Warrants include the public warrants (the Public Warrants) issued as part of the units sold in the initial public offering (the IPO) of 23andMe, which was formerly known as VG Acquisition Corp., and the private warrants that were sold in a private placement simultaneously with the IPO.
On November 22, 2021, 23andMe issued a press release stating that it would redeem all of the Warrants that remained outstanding following 5:00 p.m. New York City time on December 22, 2021 (the Redemption Date) for a redemption price of $0.10 per Warrant.
In connection with the Redemption, approximately 23,901,466 Warrants were exercised, representing approximately 95% of the outstanding Warrants.
In connection with the Redemption, the Public Warrants stopped trading on the Nasdaq Global Select Market and were delisted. The Redemption had no effect on the trading of 23andMes Class A common stock, which continues to trade on the Nasdaq Global Select Market under the ticker symbol, ME.
Founded in 2006 and headquartered in Sunnyvale, California, 23andMe is a leading consumer genetics and research company. 23andMes mission is to help people access, understand, and benefit from the human genome. 23andMe has pioneered direct access to genetic information as the only company with multiple U.S. Food and Drug Administration authorizations for genetic health risk reports. 23andMe has created the worlds largest crowdsourced platform for genetic research, with 80% of its customers electing to participate. The 23andMe research platform has generated more than 180 publications on the genetic underpinnings of a wide range of diseases, conditions, and traits. The platform also powers the 23andMe therapeutics group, which is currently pursuing drug discovery programs rooted in human genetics across a spectrum of disease areas, including oncology, respiratory, and cardiovascular diseases, in addition to other therapeutic areas. More information is available at www.23andMe.com.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included or incorporated in this press release, are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project, should, would, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained herein are based on 23andMes current expectations and beliefs concerning future developments and their potential effects, but there can be no assurance that these will be as anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of 23andMe), or other assumptions that may cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those risks factors described in the Risk Factors section and other sections of 23andMes most recent Quarterly Report on Form 10-Q and other current and periodic reports 23andMe files with the Securities and Exchange Commission from time to time. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as required by law, 23andMe does not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
Investor Relations Contact: investors@23andMe.com
Media Contact: press@23andMe.com