UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| (1) | On June 6, 2025, the Company filed a Form 25 with the Securities and Exchange Commission to remove the Class A common stock from listing and registration on |
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on March 23, 2025, 23andMe Holding Co., a Delaware corporation (the “Company”), and certain of its subsidiaries (collectively, the “Filing Subsidiaries” and, together with the Company, the “Debtors”) filed voluntary 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 “Court”) for the Eastern District of Missouri (the “Chapter 11 Cases”).
As previously announced, the Debtors conducted an auction for the sale of all or substantially all of the Debtors’ assets. At the conclusion of the auction, on May 17, 2025, the Debtors selected (i) Regeneron Pharmaceuticals, Inc., a New York corporation (“Regeneron”), as the successful bidder for substantially all of the Debtors’ assets (the “Assets”) and (ii) TTAM Research Institute, a California nonprofit public benefit corporation (“TTAM”), as the next-highest or otherwise second-best bidder for the Assets. On May 17, 2025, the Debtors and Regeneron entered into an Asset Purchase Agreement (the “Regeneron Asset Purchase Agreement”), pursuant to which Regeneron agreed to acquire the Assets, excluding the Excluded Assets (as defined in the Regeneron 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, for a total purchase price of $256.0 million in cash and the assumption of the liabilities.
Following the entry into the Regeneron Asset Purchase Agreement, TTAM submitted a bid with the purchase price of $305.0 million. 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 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. The Debtors, Regeneron and TTAM conducted another round of bidding and on June 13, 2025, the Debtors selected TTAM as the winning bidder for the Assets with the purchase price of $305.0 million in cash and Regeneron as the next-highest or otherwise second-best bidder for the Assets for a purchase price of $151.0 million in cash.
On June 13, 2025, the Debtors and TTAM entered into the Asset Purchase Agreement (the “TTAM Asset Purchase Agreement”), pursuant to which TTAM has agreed to acquire the Assets, excluding the Excluded Assets (as defined in the TTAM 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 TTAM (such assumed liabilities and cure payments, the “Liabilities”). TTAM will 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 TTAM Asset Purchase Agreement (such transaction contemplated by the TTAM Asset Purchase Agreement, the “Transaction”). In addition, TTAM 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, Inc. (the “Excluded Business”) for an aggregate purchase price of $2.5 million. Excluded Assets comprise primarily of the Excluded Business. On June 13, 2025, the Debtors filed the Notice of Winning Bidder with Respect to the Final Proposal Procedures to Acquire the Debtors’ Assets (the “Winning Bidder Notice”) with the Court. A copy of the TTAM Asset Purchase Agreement is attached to the Winning Bidder Notice as Exhibit A.
The TTAM Asset Purchase Agreement contains customary representations, warranties and covenants of the parties for a transaction involving the acquisition of assets from a debtor in bankruptcy. None of the representations, warranties or pre-closing covenants contained in the TTAM Asset Purchase Agreement survive the closing of the Transaction, nor does the TTAM Asset Purchase Agreement provide for indemnification for any breach of such representations, warranties or covenants.
The TTAM Asset Purchase Agreement remains subject to approval by the Court and customary closing conditions. Additionally, the TTAM Asset Purchase Agreement contains certain termination rights for TTAM and the Debtors, including the right to terminate the TTAM Asset Purchase Agreement if the closing date for the Transaction has not
occurred on or prior to September 1, 2025 (or December 1, 2025, in certain circumstances), if the 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 Court denies approval of the Sale or Sale Order (each as defined in the TTAM Asset Purchase Agreement).
A hearing before the Court to consider approval of the TTAM Asset Purchase Agreement and the Transaction is currently scheduled for June 17, 2025. If the Transaction with TTAM is not consummated, the Debtors will seek authorization of the Court to consummate the transactions contemplated by the Regeneron Asset Purchase Agreement, which is subject to similar approvals.
Pursuant to the TTAM Asset Purchase Agreement, TTAM shall make an earnest deposit of $30.5 million in an escrow account, of which it has already deposited $14.6 million, 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 TTAM, in each case, subject to and in accordance with the terms of the TTAM Asset Purchase Agreement.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The description of the Regeneron Asset Purchase Agreement set forth in Item 1.01 of this Current Report is incorporated herein by reference. On June 13, 2025, the Debtors terminated the Regeneron Asset Purchase Agreement.
Regeneron remains a back-up bidder for the Assets for a purchase price of $151.0 million in cash pursuant to a Court order. The Debtors will retain $15.1 million of the earnest deposit made by Regeneron to support its back-up bid and release the remainder to Regeneron.
| Item 8.01 | Other Events. |
On June 13, 2025, the Company issued a press release announcing the selection of TTAM as the winning bidder for the Assets and the entry into the TTAM Asset Purchase Agreement. A copy of the press release is attached hereto as exhibit 99.1 and incorporated by reference herein.
Additional Information on the Chapter 11 Cases
Court filings and information about the Chapter 11 Cases, including the TTAM Asset Purchase Agreement, can be found at a website maintained by the Company’s claims agent Kroll at https://restructuring.ra.kroll.com/23andMe, by calling (888) 367-7556, or by sending an email to [email protected]. The documents and other information available via website or elsewhere are not part of this Current Report on Form 8-K and shall not be deemed incorporated herein.
Cautionary Note Regarding the Company’s Common Stock
The Company cautions that trading in the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”) during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s Common Stock may bear little or no relationship to the actual recovery, if any, by holders of the Common Stock in the Chapter 11 Cases. The Company cannot assure investors of the liquidity of an active trading market, the ability to sell shares of the Common Stock when desired, or the prices that an investor may obtain for the shares of the Common Stock.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, included or incorporated in this document are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “predicts,” “continue,” “will,” “schedule,” and “would” or, in each case, their negative or other variations or comparable terminology, are intended to identify forward-
looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are predictions based on the Company’s current expectations and projections about future events and various assumptions. The Company cannot guarantee that it will actually achieve the plans, intentions, or expectations disclosed in its forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. These forward-looking statements involve a number of risks, uncertainties (many of which are beyond the control of the Company), or other assumptions that may cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements, which could include the following: risks and uncertainties relating to the Chapter 11 Cases, including but not limited to, the Company’s ability to obtain Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the Debtors’ ability to complete the sale of substantially all of their assets under Section 363 of the Bankruptcy Code, the length of time the Company will operate under the Chapter 11 Cases, risks associated with any third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to execute the Company’s reorganization; whether the Company will emerge, in whole or in part, from the Chapter 11 Cases as a going concern; trading price and volatility of the Common Stock; and the continuation of trading of the Common Stock on the OTC Pink Market, including whether broker-dealers will continue to provide public quotes of the Common Stock on the OTC Pink Market, whether the trading volume of the Common Stock will be sufficient to provide for an efficient trading market, and whether quotes for the Common Stock will continue on this market in the future. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including under Item 1A, “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as filed with the SEC, and as revised and updated by the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The statements made herein are made as of the date of this document and, except as may be required by law, the Company undertakes no obligation to update them, whether as a result of new information, developments, or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release of the Company dated June 13, 2025 | |
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| 23ANDME HOLDING CO. | ||||||
| Date: June 16, 2025 | By: | /s/ Joseph Selsavage | ||||
| Name: Joseph Selsavage | ||||||
| Title: Interim Chief Executive Officer, and Chief Financial and Accounting Officer | ||||||