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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/08/23 23andMe Holding Co. 8-K:2,5,9 8/08/23 11:767K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 66K 2: EX-99.1 Miscellaneous Exhibit HTML 557K 6: R1 Document and Entity Information HTML 45K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- me-20230808_htm XML 15K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.LAB XBRL Labels -- me-20230808_lab XML 55K 4: EX-101.PRE XBRL Presentations -- me-20230808_pre XML 35K 3: EX-101.SCH XBRL Schema -- me-20230808 XSD 11K 10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 11: ZIP XBRL Zipped Folder -- 0000950170-23-039809-xbrl Zip 41K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM i 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i August 8, 2023 |
__________________
i 23andMe Holding Co.
(Exact name of Registrant as Specified in Its Charter)
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i Delaware |
i 87-1240344 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
i 349 Oyster Point Boulevard
i South San Francisco, i California i 94080
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: i (650) i 938-6300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
i Class A Common Stock, $0.0001 par value per share |
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i ME |
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i The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On August 8, 2023, 23andMe Holding Co. (the “Company”) issued a press release announcing its financial results for the first fiscal quarter ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth under this “Item 2.02. Results of Operations and Financial Condition” (including the exhibit thereto) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
The website address set forth in this report is included as an inactive textual reference only. The information contained on the website referenced herein is not incorporated into this Current Report on Form 8-K.
Item 2.05 Costs Associated with Exit or Disposal Activities
On August 8, 2023, the Chief Executive Officer of 23andMe Holdings, Inc. (“23andMe” or the “Company”) approved a reduction in force involving approximately 71 employees primarily in the Company’s Therapeutics segment, representing approximately 11% of the Company’s workforce and 47% of our Therapeutics segment. The reduction in force is intended to restructure and strategically align the Therapeutics workforce with the Company’s current strategy.
The Company expects to complete the reduction plan substantially during the second quarter of its fiscal year ending March 31, 2024 (“fiscal 2024”), with certain affected employees retained through a transition period.
The Company expects to recognize restructuring charges in connection with the workforce reduction plan with respect to severance payments, benefits continuation, and stock compensation charges associated with the modification of certain stock options and restricted stock units (“equity compensation charges”). Severance and benefit continuation charges are estimated to be approximately $3 million and are expected to be recognized primarily in the second quarter of fiscal 2024, with the majority of such charges anticipated to be paid in cash during the same quarter. Equity compensation charges are expected to be approximately $0.8 million and are expected to be recognized primarily in the second quarter of fiscal 2024, and will not result in any cash expenditures. The Company expects the organizational change, when fully implemented, will reduce current annualized payroll and benefit expenses by approximately $15.5 million.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Retirement of Chief Therapeutics Officer
On August 2, 2023 (the “Notice Date”), Dr. Kenneth Hillan, Chief Therapeutics Officer of 23andMe Holding Co. (the “Company”), notified the Company of his decision to retire (the “Retirement”). In connection with such notice, Dr. Hillan stepped down from his position and ceased to serve as the Company’s Chief Therapeutics Officer, effective as of August 8, 2023. Dr. Hillan will continue to be employed by the Company through and until his retirement on February 8, 2024 (the “Retirement Date”) or such earlier date as determined by the Board (the “Transition Period”), during which time Dr. Hillan will assist in the transition of his responsibilities and duties. Dr. Hillan’s employment, including his compensation, will continue on the same terms and conditions as were in effect prior to the Notice Date; provided, however, in connection with the Retirement and in light of his services during the Transition Period, Dr. Hillan’s stock options shall continue to be exercisable, to the extent vested as of the Retirement Date, until the earlier of February 8, 2026 and the original ten-year expiration date for such vested stock options.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
Description of Exhibit |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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23ANDME HOLDING CO. |
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Date: |
By: |
/s/ Joseph Selsavage |
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Name: Joseph Selsavage |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 2/8/26 | ||||
| 3/31/24 | ||||
| 2/8/24 | ||||
| Filed on / For Period end: | 8/8/23 | |||
| 8/2/23 | ||||
| 6/30/23 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 23andMe Holding Co. S-8 3/22/24 4:100K Donnelley … Solutions/FA 9/15/23 23andMe Holding Co. S-8 9/15/23 5:189K Donnelley … Solutions/FA |