false 0001804591 0001804591 2022-10-07 2022-10-07





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): November 4, 2022 (October 7, 2022)



23andMe Holding Co.

(Exact name of registrant as specified in its charter)




Delaware   001-39587   87-1240344

(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




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.

Other Events.

On or about October 7, 2022, certain stockholders of 23andMe Holding Co. (the “Company”) voluntarily converted shares of their Class B common stock (which is entitled to ten votes per share) into shares of Class A common stock (which is entitled to one vote per share) (the “Conversion”). Shares of Class B common stock may be converted by the holders thereof at any time into shares of Class A common stock. As a result of the Conversion, the combined voting power of the shares of Class A common stock and the shares of Class B common stock beneficially owned by Anne Wojcicki, the Company’s Chief Executive Officer, Chair of the Board of Directors (the “Board”), and Co-Founder, automatically increased from approximately 46.05% to approximately 50.08%. As a result of this automatic increase, the Company is now considered a “controlled company” under applicable Nasdaq Listing Rules. However, the Company has no intention of utilizing any of the available exemptions under the Nasdaq Listing Rules for controlled companies and intends to maintain its independent Board and Board committees.


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: November 4, 2022