v3.25.1
Subsequent Events
12 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
DIP Credit Agreement
On April 28, 2025, the Debtors entered into the DIP Credit Agreement with JMB, pursuant to which, and subject to the satisfaction of certain conditions, JMB provided new financing commitments under the DIP Facility. The Company’s entry into the DIP Credit Agreement was approved by the Bankruptcy Court on April 23, 2025. Under the DIP Facility, (i) up to $10.0 million (the “Initial DIP Commitment”) became available following Bankruptcy Court approval of the DIP Credit Agreement on a final basis (the “Final DIP Order”), and (ii) up to $25.0 million (the “Delayed Draw DIP Commitment” and, together with the Initial DIP Commitment, the “DIP Commitments”) became available on May 16, 2025 upon the execution and delivery to JMB of an Acceptable Binding Bid (as defined in the DIP Credit Agreement). The DIP Credit Agreement is secured by substantially all of the assets of the Debtors.
Borrowings under the DIP Facility bear interest at the rate of 14.0%, which, together with certain fees payable in connection with the DIP Facility, are payable in cash. Upon entry of the Final DIP Order, JMB earned an exit fee (the “Exit Fee”) equal to the sum of, without duplication, (i) following entry of the Final DIP Order, 4.0% of the Initial DIP Commitment, and (ii) following the earlier of (x) execution and delivery to JMB of an Acceptable Binding Bid or (y) the announcement of a Successful Bid (as defined in the DIP Credit Agreement), 4.0% of the Delayed Draw DIP Commitment. The Exit Fee shall be due and payable upon the earliest of (i) the scheduled maturity date of September 30, 2025 (the “Scheduled Maturity Date”), (ii) payment in full of the loans, and (iii) on a pro rata basis for any voluntary prepayment of the loans. Prior to entry of the Final DIP Order, in accordance with the Bankruptcy Court’s Approval Order, the Debtors paid to JMB (i) a commitment fee equal to 2.0% of the DIP Commitments and (ii) a work fee equal to $100,000, in each case, in cash.
The DIP Credit Agreement includes customary negative covenants for debtor-in-possession loan agreements of this type, including covenants limiting the Debtors ability to, among other things, incur additional indebtedness, create liens on assets, make investments, advances or guarantees, engage in mergers, consolidations, sales of assets and acquisitions, use the proceeds of the DIP Facility for any purpose not permitted by the DIP Credit Agreement, and pay dividends and distributions, in each case subject to customary exceptions for debtor-in-possession loan agreements of this type. The DIP Credit Agreement will also terminate and all obligations thereunder will become due on the date that is the earliest of: (i) the Scheduled Maturity Date, (ii) the effective date of any plan of reorganization under Chapter 11 of the Bankruptcy Code for the Company or any other Debtor, (iii) consummation of a sale or other disposition of all or substantially all assets of the Debtors, taken as a whole, under Section 363 of the Bankruptcy Code, (iv) the date of acceleration or termination of the DIP Facility following the occurrence and during the continuation of an Event of Default in accordance with the terms of the DIP Credit Agreement, and (v) dismissal of any Chapter 11 Case or conversion of any Chapter 11 Case into a case under Chapter 7 of the Bankruptcy Code.
On May 5, 2025, the Company received $10.0 million in borrowings under the DIP Facility, which has been or will be used (i) to pay amounts, fees, costs and expenses related to the Chapter 11 Cases or payable under the DIP Credit Agreement and (ii) for working capital and general corporate purposes. On June 5, 2025, the Debtors and JMB executed a second amendment to the DIP Credit Agreement, which, among other things, increased the commitments under the DIP Facility to $60.0 million.
Sunnyvale Lease Letter of Credit
In April 2025, in connection with the Chapter 11 Cases, the Sunnyvale Facility landlord has elected to draw down in full the letters of credit associated with the Company’s Sunnyvale Facility operating lease agreement, resulting in a $7.3 million reduction in the Company's restricted cash balance.
Planned Sale of Substantially all Assets to Regeneron
On March 28, 2025, the Bankruptcy Court entered an order (the “Bidding Procedures Order”) (i) approving procedures to govern the sale of all or substantially all of the Debtors’ assets (the “Asset Sale”) and (ii) scheduling an auction for the Asset Sale, if necessary. Pursuant to the Bidding Procedures Order, on May 14, 2025 through May 16, 2025, the Debtors conducted an auction for the Asset Sale. At the conclusion of the auction, the Debtors selected (i) Regeneron Pharmaceuticals, Inc., a New York corporation (“Regeneron”), as the successful bidder for the Assets (as defined below) and (ii) TTAM Research Institute, a California nonprofit public benefit corporation (“TTAM”), as the next-highest or otherwise second-best bidder for substantially all of the Debtors’ assets. TTAM is an affiliate of Anne Wojcicki, the Company’s co-founder, former chief executive officer, and current member of the Company’s Board of Directors.
On May 17, 2025, the Debtors and Regeneron entered into the Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which Regeneron agreed to acquire substantially all of the Debtors’ assets (the “Assets”) excluding the Excluded Assets (as defined in the Asset Purchase Agreement), free and clear of liens, claims, encumbrances, and other interests other than certain permitted encumbrances, to assume certain specified liabilities of the Debtors, and to pay amounts necessary to cure defaults and related losses, if any, under contracts to be assumed and assigned to Regeneron (such assumed liabilities and cure payments, the “Liabilities”). Regeneron will acquire the Assets for a total purchase price of $256.0 million in cash, in addition to the assumption and payment of the Liabilities, subject to the terms and conditions set forth in the Asset Purchase Agreement (such transaction contemplated by the Asset Purchase Agreement, the “Transaction”). In addition, the Debtors have agreed to wind-down the Company’s telehealth services business that provides medical care, pharmacy fulfillment, and the lab and test ordering services operated by Lemonaid Health, Inc. (the “Excluded Business”) as promptly as reasonably practicable following the closing date of the Transaction, subject to and in accordance with the terms of the Asset Purchase Agreement. Excluded Assets comprise primarily of the Excluded Business. The Asset Purchase Agreement remains subject to approval by the Bankruptcy Court, approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and customary closing conditions. A hearing before the Bankruptcy Court to consider approval of the Asset Purchase Agreement and the Transaction is currently scheduled for June 17, 2025. If the Transaction with Regeneron is not consummated, the Debtors will seek authorization of the Bankruptcy Court to consummate the transactions contemplated by the bid of TTAM, which is subject to similar approvals (as applicable). Additionally, the Asset Purchase Agreement contains certain termination rights for Regeneron and the Debtors, including the right to terminate the Asset Purchase Agreement if the closing date for the Transaction has not occurred on or prior to September 1, 2025, if the Bankruptcy Court dismisses or converts the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code before the closing of the Transaction or if the Bankruptcy Court denies approval of the Sale or Sale Order (each as defined in the Asset Purchase Agreement), or to the extent the Debtors’ governing bodies determine that proceeding with the Transaction or not terminating the Asset Purchase Agreement would conflict with their fiduciary duties.
Pursuant to the Asset Purchase Agreement, Regeneron made an earnest deposit of $25.6 million in an escrow account, which amount will either (i) be credited against the purchase price payable at the closing date and released to the Debtors, or (ii) be released to Debtors or Regeneron, in each case, subject to and in accordance with the terms of the Asset Purchase Agreement.
Following the entry into the Asset Purchase Agreement, TTAM submitted a bid with the purchase price of $305.0 million. On June 4, 2025, the Debtors, TTAM and Regeneron agreed to a framework to facilitate another round of bidding, where the starting bid would be TTAM’s purchase price of $305.0 million in cash.
Conversion of Class B Shares to Class A Shares
On June 9, 2025, ABeeC 2.0 LLC, an affiliated entity of Anne Wojcicki, the Company’s co-founder, former chief executive officer, and current member of the Company’s Board of Directors, elected to convert 4,931,692 shares of Class B common stock (the “Wojcicki Class B Shares”) into 4,931,692 shares of Class A common stock (the “Conversion”). As each share of Class B common stock is entitled to ten votes per share and each share of Class A common stock is entitled to one vote per share, the Conversion resulted in a decrease in the aggregate voting power of the shares for which Ms. Wojcicki may be deemed the beneficial owner. The Wojcicki Class B Shares represented all of the shares of Class B common stock for which Ms. Wojcicki may be deemed the beneficial owner.