Core Viewpoint - 23andMe Holding Co. has initiated voluntary Chapter 11 proceedings to facilitate a court-supervised sale process aimed at maximizing the value of its business while continuing normal operations during this period [2][3]. Group 1: Business Operations and Financial Support - The company expects to continue its business operations in the ordinary course during the Chapter 11 proceedings [2]. - 23andMe has secured approximately $35 million in debtor-in-possession (DIP) financing to support ongoing operations [5]. - The company intends to resolve all outstanding legal liabilities stemming from a previously disclosed cyber incident [5]. Group 2: Sale Process and Asset Management - 23andMe is seeking court authorization to sell substantially all of its assets through a Chapter 11 plan or Section 363 of the U.S. Bankruptcy Code [3]. - The company plans to actively solicit qualified bids over a 45-day process, with an auction to be conducted if multiple bids are received [3]. - Any buyer will be required to comply with applicable laws regarding the treatment of customer data [3]. Group 3: Leadership and Governance Changes - Anne Wojcicki has resigned as CEO, with Joe Selsavage appointed as Interim CEO and Matt Kvarda as Chief Restructuring Officer [8]. - Thomas Walper has been appointed as an independent director on the Board [8]. Group 4: Legal and Advisory Support - 23andMe has engaged legal counsel and restructuring advisors, including Paul, Weiss, Rifkind, Wharton & Garrison LLP and Alvarez & Marsal North America, LLC [9].

SAN FRANCISCO, March 21, 2025 (GLOBE NEWSWIRE) -- 23andMe Holding Co. (NASDAQ:ME), a leading human genetics company with a mission to help people access, understand, and benefit from the human genome, today released a new report on the genetics of homocysteine levels for 23andMe+ Premium members, as well as a blood test for next steps in further understanding said levels for an additional fee. One of the top 23andMe customer requested reports, it informs users if they are at a higher likelihood of developin ...

Anne Wojcicki, co-founder and chief executive officer of 23andme Inc., during the South by Southwest (SXSW) festival in Austin, Texas, US, on Friday, March 10, 2023.23andMe's special committee of independent directors on Monday rejected CEO Anne Wojcicki's proposal to take the distressed genetic testing company private.Wojcicki submitted a proposal to the committee on Sunday, offering to acquire all of the company's outstanding shares for 41 cents each, according to a filing with the U.S. Securities and Exc ...

Core Viewpoint - The Special Committee of 23andMe has received a non-binding acquisition proposal from CEO Anne Wojcicki to buy out all outstanding shares not owned by her or her affiliates for $0.41 per share, which is an 84% decrease from a previous proposal of $2.53 per share [1][2]. Group 1 - The acquisition proposal was confirmed in an amended Schedule 13D filing with the SEC [1]. - The Special Committee has unanimously rejected the acquisition proposal after consulting with financial and legal advisors [2]. - Moelis & Company LLC is acting as the financial advisor and Goodwin Procter LLP as the legal advisor to the Special Committee [2]. Group 2 - 23andMe is a genetics-led consumer healthcare and biopharmaceutical company focused on empowering a healthier future [3].

Core Viewpoint - 23andMe is facing a proposal from CEO Anne Wojcicki and New Mountain Capital to take the company private at a price of $2.53 per share, following a significant decline in stock value over the past year [1][2]. Group 1: Proposal Details - The acquisition offer values 23andMe at approximately $74.7 million, with the stock closing at $2.42, indicating a market cap of about $65 million [1]. - The proposal aims to provide immediate liquidity and compelling value to public stockholders, as stated by Wojcicki and New Mountain's president [4]. Group 2: Company Background - 23andMe has experienced a turbulent year, with its stock losing over 80% of its value in 2024, prompting the company to explore strategic alternatives [2]. - A special committee of independent directors has been established to evaluate potential paths forward, including the current proposal [3]. Group 3: Previous Proposals and Financing - Wojcicki's earlier proposal in July to take the company private at 40 cents per share was rejected due to lack of committed financing and insufficient premium [5]. - New Mountain is prepared to provide secured debt financing to support 23andMe's operations through the transaction's closing [6].

Financial Performance - Total revenue for the three months ended December 31, 2024, was $60.262 million, a 34.6% increase from $44.747 million in the same period of 2023[14] - Gross profit for the three months ended December 31, 2024, was $39.826 million, compared to $19.685 million in the same period of 2023, reflecting a significant improvement[14] - The net loss for the three months ended December 31, 2024, was $53.035 million, compared to a net loss of $277.976 million in the same period of 2023, indicating a substantial reduction in losses[14] - For the nine months ended December 31, 2024, the net loss was $181,538,000, compared to a net loss of $457,870,000 for the same period in 2023[18] - The company reported a loss from operations of $35.873 million for the three months ended December 31, 2024, compared to a loss of $262.934 million in the same period of 2023[14] - The company recorded a net loss attributable to common stockholders of $38.2 million for the three months ended December 31, 2024, and $181.1 million for the nine months ended December 31, 2024[164] Operating Expenses - Operating expenses totaled $75.699 million for the three months ended December 31, 2024, down from $282.619 million in the same period of 2023, primarily due to reduced restructuring charges[14] - Research and development expenses for the three months ended December 31, 2024, were $20.216 million, down from $23.897 million in the same period of 2023[14] - Stock-based compensation expense for the nine months ended December 31, 2024, was $50,467,000, down from $101,198,000 in the prior year[18] - The company’s total stock-based compensation expense from continuing operations was $9.2 million for the three months ended December 31, 2024, compared to $24.1 million for the same period in 2023[158] Cash and Assets - Cash and cash equivalents decreased to $79.350 million as of December 31, 2024, from $216.488 million as of March 31, 2024[13] - Total current assets decreased to $161.577 million as of December 31, 2024, from $255.309 million as of March 31, 2024[13] - The Company held total restricted cash of $13.9 million as of December 31, 2024, an increase from $8.4 million as of March 31, 2024[42] - The Company had total financial assets of $74.75 million as of December 31, 2024, compared to $211.0 million as of March 31, 2024[95] Liabilities and Equity - Total liabilities increased to $214.702 million as of December 31, 2024, compared to $206.647 million as of March 31, 2024[13] - As of December 31, 2024, 23andMe reported a total stockholders' equity (deficit) of $62,720,000, with an accumulated deficit of $2,354,626,000[15] - The Company recorded restructuring charges of $12.1 million and $14.1 million for the three and nine months ended December 31, 2024, respectively, related to discontinued operations[71] Strategic Initiatives - 23andMe continues to focus on expanding its telehealth platform, Lemonaid Health, to provide affordable healthcare access[20] - The Company formed a Special Committee on March 28, 2024, to explore strategic alternatives to maximize stockholder value[23] - The Company is now willing to consider third-party takeover proposals after previously stating it would not[23] - The Company has undertaken a process to explore strategic alternatives, including a possible sale or business combination[23] Operational Changes - The Company announced a reduction in force on November 8, 2024, including the closure of substantially all operations in the Therapeutics segment[27] - The Company now operates as a single segment following the discontinuation of the Therapeutics operating segment as of December 31, 2024[28] - The November 2024 Reduction Plan involved a workforce reduction of approximately 40%, aimed at aligning the workforce with the Company's current strategy and reducing operating costs[111] Compliance and Governance - The company received a deficiency letter from Nasdaq on November 10, 2023, for not maintaining a minimum bid price of $1.00 per share for 30 consecutive trading days[52] - The company regained compliance with the Nasdaq Minimum Bid Requirement on October 30, 2024, with a closing bid price of $1.00 per share or greater from October 16 to October 29, 2024[56] - The Company was notified on September 18, 2024, of non-compliance with Nasdaq Corporate Governance Requirements, and regained compliance on October 30, 2024, after appointing three independent directors[201] Cyber Incident - The Company reached a settlement agreement to pay $30.0 million related to a cyber incident disclosed in October 2023[204] - The Company incurred $19.8 million in net expenses related to the Cyber Incident during the nine months ended December 31, 2024, primarily due to $42.0 million in legal fees, partially offset by $22.2 million in probable insurance recoveries[127] - As of December 31, 2024, the Company had $41.3 million of accrued expenses related to estimated loss contingencies and legal fees from the Cyber Incident[127] Revenue Streams - Revenue from the PGS business represented approximately 55% of total revenues for the three months ended December 31, 2024, down from 78% in the same period of 2023[184] - Revenue from the telehealth business accounted for approximately 11% of total revenue during the three months ended December 31, 2024, compared to 18% in the same period of 2023[186] - The Company recognized research services revenue of $19.6 million related to the 2023 GSK Amendment during the three and nine months ended December 31, 2024, while no revenue was recognized in the same periods of 2023[88] Stock and Shareholder Information - The Company entered into an ATM program allowing for the sale of up to $150.0 million in Class A common stock, with no sales made as of December 31, 2024[134] - The Board approved a Reverse Stock Split at a ratio of one-for-twenty, effective October 16, 2024, impacting the total number of issued shares without changing the total number of authorized shares[130] - The total shares of common stock reserved for future issuance as of December 31, 2024, amounted to 9,987,362, including 3,030,595 outstanding stock options and 2,975,491 outstanding restricted stock units[133]

Core Viewpoint - 23andMe is exploring strategic alternatives for the second time, which may include a sale, restructuring, or business combination, amid significant financial challenges and a drastic decline in stock value [1][2][3] Financial Performance - The company's consumer services revenue decreased by 8% to $39.6 million from $42.9 million year-over-year [2] - 23andMe reported a need for additional liquidity to fund operations and expressed substantial doubt about its ability to continue as a going concern [2] Company Valuation and Market Position - 23andMe's market value has plummeted to less than $100 million from a peak of $6 billion [3] - The stock lost 82% of its value in the previous year and fell 10% in extended trading following the announcement [1][2] Management and Strategic Direction - CEO Anne Wojcicki has faced challenges in maintaining the company's viability, including a rejected proposal to take the company private due to lack of financing and no premium offered [3][5] - A special committee of independent directors was formed to evaluate potential paths forward, but all independent directors resigned due to disagreements with Wojcicki regarding the company's strategic direction [4] Restructuring Efforts - The company plans to cut 40% of its workforce and shut down its therapeutics business as part of a restructuring plan [4] - Moelis & Company has been selected as the financial advisor and Goodwin Procter as the legal advisor for the search for strategic alternatives [5]

Core Viewpoint - 23andMe Holding Co. is exploring strategic alternatives, which may include a potential sale of the company or other strategic actions [1][2]. Group 1: Strategic Alternatives - The Special Committee of the Board of Directors has been formed to review available strategic alternatives for 23andMe [2]. - The company has engaged Moelis & Company LLC as its financial advisor and Goodwin Procter LLP as its legal advisor for this process [2]. Group 2: Future Expectations - There is no assurance that the exploration of strategic alternatives will lead to any agreements or transactions [3]. - 23andMe does not plan to provide updates on this process until definitive agreements are reached or additional disclosure is legally required [3]. Group 3: Company Overview - 23andMe is a genetics-led consumer healthcare and research company focused on empowering a healthier future [4].

Financial Performance - Total revenue for Q3 FY25 was $60.3 million, a 34% increase from $44.7 million in the same period last year, primarily due to $19.3 million in non-recurring research services revenue[8] - Consumer services revenue decreased by 8% year-over-year to $39.6 million, driven by a $6.4 million decline in PGS revenue and a $1.5 million decrease in telehealth revenue[9] - Net loss for Q3 FY25 was $26.8 million, an improvement from a net loss of $259.7 million in the prior year quarter[12] - Non-GAAP Adjusted EBITDA for Q3 FY25 was a loss of $13.0 million, compared to a loss of $32.5 million in the prior year quarter, reflecting improved revenue and reduced expenses[13] - Total revenue for the three months ended December 31, 2024, was $60,262,000, a 34.7% increase from $44,747,000 in the same period of 2023[25] - Gross profit for the nine months ended December 31, 2024, was $82,492,000, compared to $71,149,000 for the same period in 2023, reflecting a 15.9% increase[25] - The net loss from continuing operations for the three months ended December 31, 2024, was $26,775,000, a substantial improvement from a loss of $259,700,000 in the same period of 2023[25] - Adjusted EBITDA from continuing operations for the three months ended December 31, 2024, was $(12,999,000), an improvement from $(32,484,000) in the same period of 2023[31] - The company had a total comprehensive loss of $45,535,000 for the three months ended December 31, 2024, compared to a loss of $277,976,000 in the same period of 2023[25] Operating Expenses and Cost Management - Operating expenses for Q3 FY25 were $68.2 million, significantly lower than $282.6 million in the prior year, mainly due to a prior year non-cash goodwill impairment charge[11] - Operating expenses for the three months ended December 31, 2024, totaled $68,199,000, significantly lower than $282,619,000 in the same period of 2023, indicating a reduction in costs[25] - The company implemented a 40% reduction in force, expected to save over $35 million annually, and discontinued its Therapeutics business to cut costs[9] Cash and Liquidity - Cash and cash equivalents at the end of Q3 FY25 were $79.4 million, down from $126.6 million at the end of Q2 FY25 and $216.5 million at the end of FY24[4] - Cash and cash equivalents as of December 31, 2024, were $79,350,000, down from $216,488,000 as of March 31, 2024[27] - Total current assets decreased to $161,577,000 as of December 31, 2024, from $255,309,000 as of March 31, 2024[27] - The company reported a net cash used in operating activities of $128,854,000 for the nine months ended December 31, 2024, compared to $138,535,000 for the same period in 2023[29] Strategic Concerns - The company has substantial doubt about its ability to continue as a going concern without raising additional capital or entering into a strategic transaction[5] - 23andMe is actively seeking to improve its financial condition through capital raising and cost-cutting measures, including negotiating lease terminations[6] - The previously disclosed $30 million settlement related to a cyber incident was not unconditionally approved, complicating efforts to resolve claims from affected U.S. customers[9] Accumulated Deficit - The accumulated deficit as of December 31, 2024, was $(2,347,126,000), an increase from $(2,173,088,000) as of March 31, 2024[27]

Core Insights - 23andMe Holding Co. reported significant liquidity concerns and is exploring options to address operational and financial challenges [4][5][6] - The company experienced a notable increase in total revenue for Q3 FY25, primarily due to non-recurring research services revenue [7][8] - The net loss for Q3 FY25 improved compared to the previous year, largely due to the recognition of non-recurring revenue and a prior year impairment charge [11][12] Financial Performance - Total revenue for Q3 FY25 was $60.3 million, up from $44.7 million in Q3 FY24, driven by $19.3 million in non-recurring research services revenue [7][8] - Consumer services revenue decreased by 8% year-over-year, totaling $39.6 million in Q3 FY25, attributed to lower PGS kit sales and telehealth revenue [8][9] - Operating expenses for Q3 FY25 were $68.2 million, significantly lower than $282.6 million in the same quarter last year, mainly due to a prior year goodwill impairment charge [10] Liquidity and Capital Needs - As of December 31, 2024, the company had cash and cash equivalents of $79.4 million, down from $126.6 million at the end of Q2 FY25 [3][8] - The company has no debt but requires additional liquidity to meet operational and financial commitments over the next 12 months [4][5] - Management is implementing cost-cutting measures, including a 40% reduction in workforce, aiming for annual savings of over $35 million [5][10] Discontinued Operations - The Therapeutics segment was closed on November 11, 2024, and is now classified as discontinued operations, with a net loss of $18.8 million in Q3 FY25 [13][14] - The increase in net loss from discontinued operations was primarily due to expenses related to the write-off of lab facilities and assets [14] Legal and Settlement Issues - A $30 million settlement related to a cyber incident was conditionally approved by the U.S. District Court, but discussions to include all affected U.S. customers have not yet resulted in a revised settlement [15]