Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-257768
Prospectus Supplement No. 17
(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 Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on November 7, 2022 (the “Form 10-Q”). Accordingly, we have attached the Form 10-Q 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 November 4, 2022, the closing price of a share of Class A Common Stock was $2.96.
__________________________
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 November 7, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2022
or
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from |
|
to |
|
Commission file number 001-39587
23ANDME HOLDING CO.
(Exact name of registrant as specified in its charter)
Delaware |
87-1240344 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
349 Oyster Point Boulevard South San Francisco, California |
94080 |
(Address of principal executive offices) |
(Zip Code) |
(650) 938-6300
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☒ |
Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
|
|
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of October 31, 2022, there were 286,738,037 shares of Class A common stock, $0.0001 par value per share, and 168,746,745 shares of Class B common stock, $0.0001 par value per share, issued and outstanding.
23ANDME HOLDING CO.
TABLE OF CONTENTS
|
Page |
PART I. FINANCIAL INFORMATION |
|
4 |
|
4 |
|
Condensed Consolidated Statements of Operations and Comprehensive Loss |
5 |
6 |
|
8 |
|
9 |
|
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
28 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
44 |
45 |
|
PART II. OTHER INFORMATION |
|
47 |
|
47 |
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
47 |
47 |
|
47 |
|
47 |
|
48 |
|
49 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Form 10-Q”), including, without limitation, statements under the headings “Management's Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Generally, statements that are not historical facts, including statements concerning 23andMe Holding Co.’s (the “Company,” “we,” “us,” or “our”) possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. In some instances, these forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, words like “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations.
The forward-looking statements contained in this Form 10-Q are based on our current expectations and beliefs, which we believe to be reasonable, concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, without limitation, those factors described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2022, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on August 9, 2022 (the “Fiscal 2022 Form 10-K”) and our subsequent reports filed with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. In addition, even if our results or operations, financial condition, and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
23ANDME HOLDING CO.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
|
|
September 30, |
|
|
March 31, |
|
||
|
|
2022 |
|
|
2022 |
|
||
|
|
(Unaudited) |
|
|
|
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
410,891 |
|
|
$ |
553,182 |
|
Restricted cash |
|
|
1,599 |
|
|
|
1,599 |
|
Accounts receivable, net (related party amounts of $50,001 and nil as of September 30, 2022 and March 31, 2022, respectively) |
|
|
52,883 |
|
|
|
3,380 |
|
Inventories |
|
|
13,806 |
|
|
|
10,789 |
|
Deferred cost of revenue |
|
|
6,786 |
|
|
|
7,700 |
|
Prepaid expenses and other current assets |
|
|
20,240 |
|
|
|
25,139 |
|
Total current assets |
|
|
506,205 |
|
|
|
601,789 |
|
Property and equipment, net |
|
|
44,057 |
|
|
|
49,851 |
|
Operating lease right-of-use assets |
|
|
51,888 |
|
|
|
55,577 |
|
Restricted cash, noncurrent |
|
|
6,974 |
|
|
|
6,974 |
|
Internal-use software, net |
|
|
11,507 |
|
|
|
9,635 |
|
Intangible assets, net |
|
|
64,928 |
|
|
|
73,905 |
|
Goodwill |
|
|
351,744 |
|
|
|
351,744 |
|
Other assets |
|
|
3,429 |
|
|
|
2,593 |
|
Total assets |
|
$ |
1,040,732 |
|
|
$ |
1,152,068 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable (related party amounts of $3,652 and $12,567 as of September 30, 2022 and March 31, 2022, respectively) |
|
$ |
10,549 |
|
|
$ |
37,930 |
|
Accrued expenses and other current liabilities (related party amounts of $2,763 and $5,772 as of September 30, 2022 and March 31, 2022, respectively) |
|
|
44,420 |
|
|
|
44,588 |
|
Deferred revenue (related party amounts of $35,993 and $9,181 as of September 30, 2022 and March 31, 2022, respectively) |
|
|
81,923 |
|
|
|
62,939 |
|
Operating lease liabilities |
|
|
8,014 |
|
|
|
7,784 |
|
Total current liabilities |
|
|
144,906 |
|
|
|
153,241 |
|
Operating lease liabilities, noncurrent |
|
|
73,867 |
|
|
|
78,524 |
|
Other liabilities |
|
|
2,639 |
|
|
|
4,647 |
|
Total liabilities |
|
$ |
221,412 |
|
|
$ |
236,412 |
|
Commitments and contingencies (Note 8) |
|
|
|
|
|
|
||
Stockholders' equity |
|
|
|
|
|
|
||
Common Stock - Class A shares, par value $0.0001, 1,140,000,000 shares authorized as of September 30, 2022 and March 31, 2022, 266,937,775 and 228,174,718 shares issued and outstanding as of September 30, 2022 and March 31, 2022, respectively; Class B shares, par value $0.0001, 350,000,000 shares authorized as of September 30, 2022 and March 31, 2022, 188,515,261 and 220,637,603 shares issued and outstanding as of September 30, 2022 and March 31, 2022, respectively |
|
|
45 |
|
|
|
45 |
|
Additional paid-in capital |
|
|
2,167,968 |
|
|
|
2,110,160 |
|
Accumulated other comprehensive income |
|
|
1,632 |
|
|
|
179 |
|
Accumulated deficit |
|
|
(1,350,325 |
) |
|
|
(1,194,728 |
) |
Total stockholders’ equity |
|
|
819,320 |
|
|
|
915,656 |
|
Total liabilities and stockholders’ equity |
|
$ |
1,040,732 |
|
|
$ |
1,152,068 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
23ANDME HOLDING CO.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share data)
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Revenue (related party amounts of $14,925 and $10,002 for the three months ended September 30, 2022 and 2021, respectively, and $23,190 and $21,212 for the six months ended September 30, 2022 and 2021, respectively) |
|
$ |
75,659 |
|
|
$ |
55,204 |
|
|
$ |
140,172 |
|
|
$ |
114,443 |
|
Cost of revenue (related party amounts of $(271) and $(184) for the three months ended September 30, 2022 and 2021, respectively, and $(510) and $264 for the six months ended September 30, 2022 and 2021, respectively) |
|
|
37,386 |
|
|
|
27,276 |
|
|
|
76,409 |
|
|
|
55,818 |
|
Gross profit |
|
|
38,273 |
|
|
|
27,928 |
|
|
|
63,763 |
|
|
|
58,625 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development (related party amounts of $2,717 and $5,864 for the three months ended September 30, 2022 and 2021, respectively, and $6,266 and $11,886 for the six months ended September 30, 2022 and 2021, respectively) |
|
|
52,598 |
|
|
|
44,523 |
|
|
|
104,607 |
|
|
|
88,755 |
|
Sales and marketing |
|
|
24,835 |
|
|
|
13,588 |
|
|
|
58,269 |
|
|
|
29,007 |
|
General and administrative |
|
|
28,881 |
|
|
|
16,264 |
|
|
|
58,524 |
|
|
|
28,860 |
|
Total operating expenses |
|
|
106,314 |
|
|
|
74,375 |
|
|
|
221,400 |
|
|
|
146,622 |
|
Loss from operations |
|
|
(68,041 |
) |
|
|
(46,447 |
) |
|
|
(157,637 |
) |
|
|
(87,997 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income, net |
|
|
1,392 |
|
|
|
92 |
|
|
|
1,637 |
|
|
|
136 |
|
Change in fair value of warrant liabilities |
|
|
— |
|
|
|
29,828 |
|
|
|
— |
|
|
|
29,294 |
|
Other income (expense), net |
|
|
(687 |
) |
|
|
3 |
|
|
|
(1,122 |
) |
|
|
17 |
|
Loss before income taxes |
|
|
(67,336 |
) |
|
|
(16,524 |
) |
|
|
(157,122 |
) |
|
|
(58,550 |
) |
Benefit from income taxes |
|
|
1,271 |
|
|
|
— |
|
|
|
1,525 |
|
|
|
— |
|
Net loss |
|
$ |
(66,065 |
) |
|
$ |
(16,524 |
) |
|
$ |
(155,597 |
) |
|
$ |
(58,550 |
) |
Other comprehensive income |
|
|
829 |
|
|
|
— |
|
|
|
1,453 |
|
|
|
— |
|
Total comprehensive loss |
|
$ |
(65,236 |
) |
|
$ |
(16,524 |
) |
|
$ |
(154,144 |
) |
|
$ |
(58,550 |
) |
Net loss per share of Class A and Class B common stock attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
$ |
(0.15 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.35 |
) |
|
$ |
(0.20 |
) |
Weighted-average shares used to compute net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
|
449,899,537 |
|
|
|
406,886,060 |
|
|
|
448,211,708 |
|
|
|
288,190,872 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
23ANDME HOLDING CO.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands, except share and per share data)
(Unaudited)
|
|
Redeemable Convertible |
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Other Comprehensive |
|
|
Accumulated |
|
|
Total |
|
||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income (Loss) |
|
|
Deficit |
|
|
Equity |
|
||||||||
Balance as of March 31, 2022 |
|
|
— |
|
|
$ |
— |
|
|
|
448,812,321 |
|
|
$ |
45 |
|
|
$ |
2,110,160 |
|
|
$ |
179 |
|
|
$ |
(1,194,728 |
) |
|
$ |
915,656 |
|
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
1,065,784 |
|
|
|
— |
|
|
|
1,533 |
|
|
|
— |
|
|
|
— |
|
|
|
1,533 |
|
Issuance of common stock upon release of RSUs |
|
|
— |
|
|
|
— |
|
|
|
1,461,448 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net share settlements for stock-based minimum tax withholdings |
|
|
— |
|
|
|
— |
|
|
|
(14,036 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
25,915 |
|
|
|
— |
|
|
|
— |
|
|
|
25,915 |
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
624 |
|
|
|
— |
|
|
|
624 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(89,532 |
) |
|
|
(89,532 |
) |
Balance as of June 30, 2022 |
|
|
— |
|
|
$ |
— |
|
|
|
451,325,517 |
|
|
$ |
45 |
|
|
$ |
2,137,608 |
|
|
$ |
803 |
|
|
$ |
(1,284,260 |
) |
|
$ |
854,196 |
|
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
1,430,629 |
|
|
|
— |
|
|
|
2,498 |
|
|
|
— |
|
|
|
— |
|
|
|
2,498 |
|
Issuance of common stock upon release of RSUs |
|
|
— |
|
|
|
— |
|
|
|
1,580,591 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net share settlements for stock-based minimum tax withholdings |
|
|
— |
|
|
|
— |
|
|
|
(14,038 |
) |
|
|
— |
|
|
|
(86 |
) |
|
|
— |
|
|
|
— |
|
|
|
(86 |
) |
Issuance of common stock under employee stock purchase plan |
|
|
— |
|
|
|
— |
|
|
|
1,130,337 |
|
|
|
— |
|
|
|
3,238 |
|
|
|
— |
|
|
|
— |
|
|
|
3,238 |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24,710 |
|
|
|
— |
|
|
|
— |
|
|
|
24,710 |
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
829 |
|
|
|
— |
|
|
|
829 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(66,065 |
) |
|
|
(66,065 |
) |
Balance as of September 30, 2022 |
|
|
— |
|
|
$ |
— |
|
|
|
455,453,036 |
|
|
$ |
45 |
|
|
$ |
2,167,968 |
|
|
$ |
1,632 |
|
|
$ |
(1,350,325 |
) |
|
$ |
819,320 |
|
6
|
|
Redeemable Convertible |
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Other Comprehensive |
|
|
Accumulated |
|
|
Total |
|
||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income Loss |
|
|
Deficit |
|
|
(Deficit) |
|
||||||||
Balance as of March 31, 2021 |
|
|
209,181,855 |
|
|
$ |
837,351 |
|
|
|
124,529,784 |
|
|
$ |
12 |
|
|
$ |
381,607 |
|
|
$ |
— |
|
|
$ |
(977,238 |
) |
|
$ |
(595,619 |
) |
Preferred stock conversion |
|
|
(209,181,855 |
) |
|
|
(837,351 |
) |
|
|
209,181,855 |
|
|
|
21 |
|
|
|
837,330 |
|
|
|
— |
|
|
|
— |
|
|
|
837,351 |
|
Issuance of common stock upon Merger (net of transaction costs of $33,726) |
|
|
— |
|
|
|
— |
|
|
|
46,901,747 |
|
|
|
5 |
|
|
|
200,574 |
|
|
|
— |
|
|
|
— |
|
|
|
200,579 |
|
Issuance of Private Investment in Public Equity (“PIPE”) shares (related party amount of $25,000) |
|
|
— |
|
|
|
— |
|
|
|
25,000,000 |
|
|
|
3 |
|
|
|
249,997 |
|
|
|
— |
|
|
|
— |
|
|
|
250,000 |
|
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
818,479 |
|
|
|
— |
|
|
|
2,553 |
|
|
|
— |
|
|
|
— |
|
|
|
2,553 |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,704 |
|
|
|
— |
|
|
|
— |
|
|
|
9,704 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(42,026 |
) |
|
|
(42,026 |
) |
Balance as of June 30, 2021 |
|
|
— |
|
|
$ |
— |
|
|
|
406,431,865 |
|
|
$ |
41 |
|
|
$ |
1,681,765 |
|
|
$ |
— |
|
|
$ |
(1,019,264 |
) |
|
$ |
662,542 |
|
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
736,717 |
|
|
|
— |
|
|
|
2,905 |
|
|
|
|
|
|
— |
|
|
|
2,905 |
|
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,588 |
|
|
|
|
|
|
— |
|
|
|
10,588 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
(16,524 |
) |
|
|
(16,524 |
) |
|
Balance as of September 30, 2021 |
|
|
— |
|
|
$ |
— |
|
|
|
407,168,582 |
|
|
$ |
41 |
|
|
$ |
1,695,258 |
|
|
$ |
— |
|
|
$ |
(1,035,788 |
) |
|
$ |
659,511 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
23ANDME HOLDING CO.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
|
|
Six Months Ended September 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
(155,597 |
) |
|
$ |
(58,550 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
16,747 |
|
|
|
8,402 |
|
Amortization and impairment of internal-use software |
|
|
2,078 |
|
|
|
1,106 |
|
Stock-based compensation expense |
|
|
59,430 |
|
|
|
20,064 |
|
Changes in fair value of warrant liabilities |
|
|
— |
|
|
|
(29,294 |
) |
Gain on sale of fixed assets |
|
|
4 |
|
|
|
42 |
|
Gain on lease termination |
|
|
— |
|
|
|
(15 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable (related party amounts of $(50,001) and $(25,000) for the six months ended September 30, 2022 and 2021, respectively) |
|
|
(49,502 |
) |
|
|
(24,226 |
) |
Inventories |
|
|
(3,017 |
) |
|
|
(11,494 |
) |
Deferred cost of revenue |
|
|
914 |
|
|
|
(44 |
) |
Prepaid expenses and other current assets |
|
|
4,899 |
|
|
|
(5,360 |
) |
Operating right-of-use assets |
|
|
3,689 |
|
|
|
3,496 |
|
Other assets |
|
|
(834 |
) |
|
|
(654 |
) |
Accounts payable (related party amounts of $(8,915) and $(4,422) for the six months ended September 30, 2022 and 2021, respectively) |
|
|
(26,968 |
) |
|
|
(997 |
) |
Accrued and other current liabilities (related party amounts of $(3,009) and $5,545 for the six months ended September 30, 2022 and 2021, respectively) |
|
|
(10,367 |
) |
|
|
(2,276 |
) |
Deferred revenue (related party amounts of $26,812 and $3,788 for the six months ended September 30, 2022 and 2021, respectively) |
|
|
18,984 |
|
|
|
(3,574 |
) |
Operating lease liabilities |
|
|
(4,426 |
) |
|
|
(3,696 |
) |
Other liabilities |
|
|
(2,008 |
) |
|
|
45 |
|
Net cash used in operating activities |
|
|
(145,974 |
) |
|
|
(107,025 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(1,945 |
) |
|
|
(1,810 |
) |
Prepayment for intangible assets |
|
|
— |
|
|
|
(5,500 |
) |
Proceeds from sale of property and equipment |
|
|
2 |
|
|
|
1 |
|
Capitalized internal-use software costs |
|
|
(3,008 |
) |
|
|
(1,807 |
) |
Net cash used in investing activities |
|
|
(4,951 |
) |
|
|
(9,116 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from exercise of stock options |
|
|
3,944 |
|
|
|
5,624 |
|
Proceeds from issuance of common stock under employee stock purchase plan |
|
|||||||