Stockholders' Equity |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity | Stockholders' Equity Common Stock The Company has authorized Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Each share of Class B common stock is convertible into one share of Class A common stock any time at the option of the holder and is automatically converted into one share of Class A common stock upon transfer (except for certain permitted transfers). Once converted into Class A common stock, the Class B common stock will not be reissued. On October 11, 2024, the Company filed the Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, which became effective as of 12:01 a.m., Eastern Time on October 16, 2024. As a result of the Reverse Stock Split, every twenty shares of the Company’s Class A common stock and Class B common stock were automatically combined into one issued and outstanding share of the Company’s respective Class A common stock and Class B common stock, without any change in their respective par values per share. The Company did not issue fractional shares in connection with the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the Reverse Stock Split ratio were automatically entitled to receive an additional fraction of a share of Class A common stock or Class B common stock, as applicable, to round up to the next whole share. The impact of the Reverse Stock Split was applied retroactively for all periods presented in accordance with applicable guidance. There was no change to the total number of authorized shares of Class A common stock of 1,140,000,000 and the total number of authorized shares of Class B common stock of 350,000,000. Earn-Out Shares On June 16, 2021, VG Acquisition Corp. (“VGAC”) and Chrome Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC (“Merger Sub”), consummated a merger with 23andMe, Inc. (the “Merger”), whereby Merger Sub merged with and into 23andMe, Inc., with 23andMe, Inc. being the surviving corporation and a wholly owned subsidiary of the Company. As of March 31, 2025 and 2024, the Class A common stock included 190,707 shares held by VGAC founders issued in connection with the Merger (“Earn-Out Shares”) that are subject to a lock-up of seven years from June 16, 2021, the closing date of the Merger. The lock-up has an early release effective (i) with respect to 50% of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $250.00 per share for any 20 trading days within any 30-trading-day period, and (ii) with respect to the other 50% of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $300.00 per share for any 20 trading days within any 30-trading-day period; provided that the transfer restrictions applicable to the Earn-Out Shares will terminate on the date following the closing date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization, or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property (a “Liquidation Event”), if such Liquidation Event occurs prior to the date that the stock price thresholds referenced in (i) and (ii) are met. As of March 31, 2025, the Company did not meet any earn-out thresholds. The Earn-Out Shares are issued and outstanding Class A common shares that cannot be forfeited, and as such, meet the criteria for equity classification in accordance with ASC 505, Equity. Reserve for Issuance The Company has the following shares of Class A common stock reserved for future issuance, on an as-if-converted basis:
At-the-Market (“ATM”) Offering On February 6, 2023, the Company entered into a sales agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”), as sales agent, pursuant to which Cowen agreed to use reasonable efforts to sell up to $150.0 million in shares of the Class A common stock (the “ATM Shares”) from time to time, based upon the Company’s instructions (including any price, time, or size limits or other customary parameters or conditions that the Company may impose), by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, and pursuant to the Shelf Registration Statement on Form S-3 (the “Shelf Registration Statement”) that the Company filed with the SEC on February 6, 2023 (the “ATM Program”). The Company agreed to pay Cowen a commission of 3.0% of the gross proceeds for the Class A common stock sold through the ATM Program. As no ATM Shares or other securities covered by the Shelf Registration Statement had been issued or sold, in connection with the Chapter 11 Cases, the Company determined to withdraw the Shelf Registration Statement. Accordingly, on June 3, 2025, the Company submitted to the SEC a request to withdraw the Shelf Registration Statement, and as of the date of this Form 10-K, the ATM Program has been terminated.
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