v3.25.1
Organization and Description of Business
12 Months Ended
Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Description of Business Organization and Description of Business
Overview
23andMe Holding Co. (the “Company” or “23andMe”) is dedicated to helping people access, understand, and benefit from the human genome. The Company is dedicated to empowering customers to optimize their health by providing consumers direct access to their genetic information, personalized reports, actionable insights and digital access to affordable healthcare professionals through the Company's telehealth platform, Lemonaid Health, Inc. (“Lemonaid Health”).
The Company pioneered direct-to-consumer genetic testing, giving consumers unique, personalized information about their genetic health risks, ancestry, and traits. It was the first company to obtain Food and Drug Administration (“FDA”) authorization for a direct-to-consumer genetic test, and it is the only company to have FDA authorization, clearance, or an exemption from premarket notification for all of the carrier status, genetic health risk, cancer predisposition, and pharmacogenetics reports that the Company offers to customers.
Through the Lemonaid Health telehealth platform, the Company connects patients to licensed healthcare professionals to provide affordable and direct online access to medical care, from consultation through treatment, for a number of common conditions. When medications are prescribed by Lemonaid Health’s affiliated healthcare professionals, patients can use Lemonaid Health’s online pharmacy for fulfillment. Patients also can access telehealth consultations for certain 23andMe genetic reports through Lemonaid Health.
As previously disclosed, the Company formed a special committee composed of independent members of the Board of Directors (the “Special Committee”) on March 28, 2024. The role of the Special Committee is to review strategic alternatives that may be available to the Company to maximize stockholder value. On April 17, 2024, Anne Wojcicki, the Company’s co-founder, former chief executive officer, and current member of the Company’s Board of Directors disclosed that she was considering making a proposal to acquire all of the outstanding shares of the Company that she did not currently own. Ms. Wojcicki also indicated that she wished to maintain control of the Company and, therefore, was not willing to support any alternative transaction. As previously disclosed, on July 29, 2024, the Special Committee received a preliminary non-binding indication of interest from Ms. Wojcicki to acquire all of the outstanding shares of the Company not owned by her or her affiliates or any other stockholder that she invited to roll over their shares, for cash consideration of $0.40 per share (on a pre-Reverse Stock Split basis) (the “Preliminary Proposal”), as set forth in Amendment No. 2 to Schedule 13D filed by ABeeC 2.0 LLC (Ms. Wojcicki’s affiliated entity) (“ABeeC”) with the Securities and Exchange Commission (the “SEC”) on July 31, 2024. On August 2, 2024, the Company issued a press release announcing the Special Committee’s response to the Preliminary Proposal, including certain requirements for any revised proposal from Ms. Wojcicki. As disclosed in Amendment No. 3 to Schedule 13D filed by ABeeC with the SEC on September 11, 2024, in response to requests from the Special Committee, on September 9, 2024, Ms. Wojcicki notified the members of the Special Committee that Ms. Wojcicki was open to considering third-party takeover proposals for the Company. On September 17, 2024, the Company issued a press release regarding the resignations of seven non-employee directors (collectively, the “Resigning Directors”) from the Company’s Board of Directors (the “Resignations”). As set forth in the Resigning Directors’ resignation letter dated September 17, 2024, the Resigning Directors stated that such Resigning Directors differed from Ms. Wojcicki on the strategic direction for the Company, and that, as a result of such difference and Ms. Wojcicki’s concentrated voting power, the Resigning Directors believed that it was in the best interest of the Company’s stockholders to resign from the Board of Directors. In Amendment No. 4 to Schedule 13D filed by ABeeC with the SEC on September 18, 2024, Ms. Wojcicki announced that the Company would immediately begin identifying independent directors to join the Company’s Board of Directors. In Amendment No. 5 to Schedule 13D filed by ABeeC with the SEC on September 30, 2024, Ms. Wojcicki disclosed that she was no longer open to considering any third-party proposals to buy the Company and that she remained committed to completing a take-private acquisition of the Company. In connection with the Company’s announcement of the appointment of three independent directors to the Company’s Board of Directors, ABeeC filed Amendment No. 6 to Schedule 13D with the SEC on October 29, 2024. Each of the newly-appointed independent directors was subsequently appointed to the Special Committee on November 2, 2024. On January 28, 2025, the Special Committee announced that it had undertaken a process to explore strategic alternatives, including, among other alternatives, a possible sale of the Company, business combination, sale of all or part of the Company’s assets, licensing of assets, restructuring, or other strategic action. In response to a request from the Special Committee and as disclosed in Amendment No. 8 to Schedule 13D filed by ABeeC with the SEC on January 31, 2025, Ms. Wojcicki stated that she had changed her view and was willing to consider third-party takeover proposals for the Company or other strategic alternatives that may be in the best interests of the Company. As disclosed in Amendment No. 9 to Schedule 13D
filed by ABeeC with the SEC on February 21, 2025, on February 20, 2025, New Mountain Capital L.L.C. (“New Mountain”) and Ms. Wojcicki delivered a non-binding proposal to the Special Committee, pursuant to which New Mountain and Ms. Wojcicki indicated that they were willing to enter into a transaction to acquire all of the Company’s outstanding shares of common stock not owned by Ms. Wojcicki or her affiliates or any other stockholders she and New Mountain invited to “roll-over” their current equity shares for cash consideration of $2.53 per share of Class A common stock or Class B common stock (on an as-converted basis) (the “February 20 Proposal”). On February 28, 2025, New Mountain informed Ms. Wojcicki that New Mountain was no longer interested in participating in a potential acquisition of the Company as described in the February 20 Proposal and that New Mountain would discontinue discussions with Ms. Wojcicki and the Special Committee with respect to the February 20 Proposal, and on March 2, 2025, Ms. Wojcicki delivered a non-binding proposal to the Special Committee, pursuant to which Ms. Wojcicki indicated that she was willing to enter into a transaction to acquire all of the Company’s outstanding shares of common stock not owned by her or her affiliates or any other stockholders she invited to “roll-over” their current equity shares for cash consideration of $0.41 per share of Class A common stock or Class B common stock (on an as-converted basis), in each case, as disclosed in Amendment No. 10 to Schedule 13D filed by ABeeC with the SEC on March 3, 2025. As disclosed in Amendment No. 11 to Schedule 13D filed by ABeeC with the SEC on March 10, 2025, on March 6, 2025, Ms. Wojcicki delivered a non-binding proposal to the Special Committee, pursuant to which Ms. Wojcicki indicated that she was willing to enter into a transaction to acquire all of the Company’s outstanding shares of common stock not owned by her or her affiliates or any other stockholders she invited to “roll-over” their current equity shares for total consideration of up to $2.94 per share, including upfront cash consideration of $0.41 per share of Class A common stock or Class B common stock (on an as-converted basis) and three contingent value rights representing the potential to receive an additional $2.53 per share in the aggregate (the “March 6 Proposal”). As disclosed in Amendment No. 12 to Schedule 13D filed by ABeeC with the SEC on March 11, 2025, on March 10, 2025, in response to requests from the Special Committee regarding the March 6 Proposal, Ms. Wojcicki delivered an update to the March 6 Proposal (the “March 10 Proposal”), pursuant to which Ms. Wojcicki reaffirmed the proposed consideration offered in the March 6 Proposal and that Ms. Wojcicki remained willing to provide financing for the Company’s operations through the closing of the potential transaction at a 7% interest rate and a maturity after the closing of the potential transaction. The March 10 Proposal added that Ms. Wojcicki was willing to provide the Company with an additional $20 million commitment to fund the operations of the Company, which commitment would be offset dollar-for-dollar by any future financing Ms. Wojcicki is able to raise.
On March 23, 2025, the Company and certain of its subsidiaries (collectively, the “Filing Subsidiaries” and, together with the Company, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions”) seeking relief under Chapter 11 of Title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court (the “Bankruptcy Court”) for the Eastern District of Missouri (the “Chapter 11 Cases”). The Company has incurred significant operating losses, with an accumulated deficit of $2.5 billion as of March 31, 2025. As a result of the Company’s financial condition and the risks and uncertainties surrounding the Chapter 11 Cases and the pending Transaction (as defined in Note 21, “Subsequent Events”), management continues to believe there is substantial doubt about the Company's ability to continue as a going concern within one year after the date of issuance of these consolidated financial statements. For additional information regarding the Chapter 11 Cases, see Note 3, “Bankruptcy Proceedings” and for additional information on the Company’s ability to continue as a going concern, see Note 2, “Summary of Significant Accounting Policies - Liquidity and Going Concern.
The Company is headquartered in San Francisco, California, and is incorporated in the State of Delaware.