On March 23, 2025, the Debtors filed the Bankruptcy Petitions seeking relief under the Bankruptcy Code in the Bankruptcy Court. In addition to the petitions, the Company filed, and the Bankruptcy Court granted, among other things, a motion with the Bankruptcy Court seeking to jointly administer the Chapter 11 Cases under the caption In re 23andMe Holding Co., et al. The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

In order to continue operating in the ordinary course of business, the Debtors filed with the Bankruptcy Court motions seeking a variety of “first-day” relief, including the authority to pay employee wages and benefits and compensate certain vendors and suppliers on a go-forward basis. The Debtors also filed a motion seeking approval to reject numerous contracts, including the real estate leases for the Sunnyvale Facility and the South San Francisco Facility (as defined below), to reduce the Company’s ongoing operating expenses. The Bankruptcy Court granted each of these motions. The Debtors also filed a motion seeking authorization to pursue a structured sale of their assets pursuant to a competitive auction and sale process under Section 363 of the Bankruptcy Code. The Special Committee of the Company’s Board of Directors engaged Moelis & Company LLC to advise on the Company’s strategic options, including a potential sale of all, substantially all, or a portion of the Debtors’ assets in connection with the Chapter 11 Cases. Any of those sales has been or will be subject to review and approval by the Bankruptcy Court and compliance with court-approved bidding procedures. The Company cannot be certain that the Company’s securityholders will receive any payment or other distribution on account of their shares.

In connection with the filing of the Chapter 11 Cases, the Company entered into a binding term sheet (the “DIP Term Sheet”) with JMB Capital Partners Lending, LLC (“JMB”), pursuant to which, and subject to the satisfaction of certain conditions, including the approval of the Bankruptcy Court, JMB agreed to provide loans under a non-amortizing priming superpriority senior secured term loan credit facility in an aggregate principal amount up to $35.0 million (the “DIP Facility”).

On April 28, 2025, the Company entered into a credit agreement governing the DIP Facility with JMB and its subsidiaries (the “DIP Credit Agreement”), 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 was secured by substantially all of the assets of the Debtors.

Borrowings under the DIP Facility bore interest at the rate of 14.0%, which, together with certain fees payable in connection with the DIP Facility, were 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 was 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 included 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 contained terms that it would terminate and all obligations thereunder would 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 was 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. On June 26, 2025, the Company received an additional $15.0 million in borrowings under the DIP Facility. As of June 30, 2025, the Company had outstanding borrowings of $25.0 million under the DIP Facility.


	June 30, 2025		March 31, 2025
	(in thousands)
Accounts payable (includes related party amounts of $2,237 and nil as of June 30, 2025 and March 31, 2025, respectively)	$	8,942	$	5,183
Accrued payables and other current liabilities (includes related party amounts of nil and $2,255 as of June 30, 2025 and March 31, 2025, respectively)	1,384		6,523
Operating lease liabilities(1)	15,503		60,915
Accrued settlement and legal expenses(2)	47,033		39,293
Other liabilities	2,601		1,590
Total liabilities subject to compromise	$	75,463	$	113,504

(1)Adjustments to Liabilities Subject to Compromise for operating lease liabilities consists of a true-up to the maximum claim amount allowed under Bankruptcy Code 502(b)(6) for rejected lease liabilities related to both the Sunnyvale Facility and the South San Francisco Facility (as defined below), which resulted in a write off of the amounts over the maximum allowed.

Additionally, certain expenses resulting from and recognized during the pendency of the Chapter 11 Cases are now being recorded in reorganization items in the condensed consolidated statements of operations and comprehensive loss. The following table sets forth, for the three months ended June 30, 2025, information about the amounts presented as reorganization items in the condensed consolidated statements of operations and comprehensive loss:

(1)Adjustments to Liabilities Subject to Compromise consists of a true-up to the maximum claim amount allowed under Bankruptcy Code 502(b)(6) for rejected lease liabilities related to both the Sunnyvale Facility and the South San Francisco Facility (as defined below), which resulted in a write off of the amounts over the maximum allowed.

On June 13, 2025, the Debtors and Research Institute entered into the Research Institute Asset Purchase Agreement. Research Institute 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. Pursuant to the Research Institute Asset Purchase Agreement, Research Institute agreed to acquire substantially all of the Debtors’ assets, including all of the properties,

rights, title, interests and other tangible intangible assets that the Debtors own or possess (the “Assets”), excluding the Excluded Assets (as defined in the Research Institute 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 Research Institute (such assumed liabilities and cure payments, the “Liabilities”). Research Institute agreed to acquire the Assets for a total purchase price of $305.0 million in cash, in addition to the assumption and payment of the Liabilities, subject to the terms and conditions set forth in the Research Institute Asset Purchase Agreement. In addition, Research Institute agreed to serve as a stalking horse sponsor of a Chapter 11 plan to acquire the Company’s telehealth services business that provides medical care, pharmacy fulfillment, and the lab and test ordering services operated by Lemonaid Health (the “Excluded Business”) for an aggregate purchase price of $2.5 million, which was included in the total purchase price of $305.0 million. The Excluded Assets consist primarily of the assets of the Excluded Business.

While the Bankruptcy Court approved the Transaction to Research Institute through entry of the Sale Order, the Sale Order was subject to a 10-day stay that did not permit the Company and Research Institute to close the Transaction until July 8, 2025. Following approval by the Bankruptcy Court, on July 7, 2025, the state of California (“California”) and The Center for Applied Values and Ethics in Advanced Technologies (together with certain individuals, “CAVEAT”) filed motions with the United States District Court for the Eastern District of Missouri (the “District Court”) seeking a stay of the Sale Order pending such parties’ appeals of the Transaction. On July 7, 2025, the District Court granted an administrative stay of the Sale Order until the District Court could hold a hearing on July 10, 2025. On July 10, 2025, the District Court held a hearing and denied California’s and CAVEAT’s requests for a stay of the Sale Order, but extended the administrative stay of the Transaction through 12:59 a.m., Eastern Time, on July 11, 2025, so that such parties could seek relief from the United States Court of Appeals for the Eighth Circuit (the “Court of Appeals”). On July 11, 2025, California and CAVEAT filed motions with the Court of Appeals seeking a further stay of the Sale Order, which the Court of Appeals denied the same day.

On July 14, 2025, the Company and Research Institute consummated the Transaction as contemplated by the Research Institute Asset Purchase Agreement, whereby Research Institute acquired substantially all of the Debtors’ Assets, excluding the Excluded Assets, free and clear of liens, claims, encumbrances, and other interests other than certain permitted encumbrances, and assumed and paid the Liabilities. On the same date, the Company received sale proceeds of $302.5 million in cash. Research Institute continues to serve as a stalking horse sponsor of a Chapter 11 plan to acquire the Excluded Business for an aggregate purchase price of $2.5 million. The Excluded Assets consist primarily of the assets of the Excluded Business. See Note 17, “Subsequent Events,” for additional information related to the Transaction.