Filed Pursuant to Rule 424(b)(3)


Registration Statement No. 333-257768


Prospectus Supplement No. 15


(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 August 31, 2022 (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 August 30, 2022, the closing price of a share of Class A Common Stock was $3.18.




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, as well as in our periodic reports under the Securities Exchange Act of 1934, as amended, including our Annual Report on Form 10-K for the year ended March 31, 2022, 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 August 31, 2022.





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): August 25, 2022

23andMe Holding Co.

(Exact name of registrant as specified in its charter)











(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


349 Oyster Point Boulevard

South San Francisco, California 94080

(Address of principal executive offices, including zip code)

Registrant’s 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


Trading Symbol(s)


Name of each exchange on which

Class A Common Stock, $0.0001 par value per share




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 5.07. Submission of Matters to a Vote of Security Holders.


The 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) of 23andMe Holding Co., a Delaware corporation (the “Company”), was held on August 25, 2022 at 1:00 P.M. Pacific Time via remote communication. Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders at the 2022 Annual Meeting.

Proposal 1 – Election of Directors. All three Class I director nominees, Roelof Botha, Patrick Chung, and Sandra Hernández, M.D., were elected to serve on the Company’s Board of Directors (the “Board”) as Class I directors until the Company’s 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified, based on the following votes:

Director Nominee




Broker Non-Votes

Roelof Botha





Patrick Chung





Sandra Hernández, M.D.






Proposal 2 – Say-on-Frequency Vote. The Company’s stockholders voted, on a non-binding, advisory basis, for the Company to conduct an annual stockholder advisory vote on the compensation of the Company’s named executive officers, based on the following votes:

1 Year


2 Years


3 Years











Proposal 3 – Ratification of Independent Registered Public Accounting Firm for Fiscal 2023. The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023 was approved, based on the following votes:







Broker Non-Votes









As report above, the Company’s stockholders expressed a preference of “1 Year” for the frequency with which advisory votes on named executive officer compensation should be held. The Board considered the outcome of this advisory vote and, in accordance with its recommendation set forth in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on July 15, 2022 and consistent with the stated preference of the majority of the Company’s stockholders, the Board has determined that future advisory stockholder votes on executive compensation will be conducted on an annual basis, until the next advisory vote on frequency is held. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company’s 2028 Annual Meeting of Stockholders.









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.








/s/ Kathy Hibbs


Name: Kathy Hibbs


Title: Chief Administrative Officer



Dated: August 31, 2022