Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-257768
Prospectus Supplement No. 8
(to Prospectus dated July 15, 2021)
|
23andMe Holding Co.
280,940,853 Shares of Class A Common Stock
467,670 Shares of Class A Common Stock
Up to 25,065,665 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Up to 8,113,999 Warrants
__________________________
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated July 15, 2021 (the “Prospectus”), related to: (1) to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Holders”) of up to: (i) 280,940,853 shares of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) and (ii) 8,113,999 warrants to purchase shares of Class A Common Stock originally issued in a private placement and (2) the issuance by us of up to (i) 25,065,665 shares of Class A Common Stock that may be issued upon exercise of warrants to purchase Class A Common Stock at an exercise price of $11.50 per share and (ii) 467,670 shares of Class A Common Stock reserved for issuance upon the exercise of outstanding options, with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on February 11, 2022 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our Class A Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”), under the symbol “ME.” On February 10, 2022, the closing price of a share of Class A Common Stock was $4.97.
__________________________
We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our Class A Common Stock involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 12 of the Prospectus and in any applicable prospectus supplement to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 11, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2021
or
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from |
|
to |
|
Commission file number 001-39587
23ANDME HOLDING CO.
(Exact name of registrant as specified in its charter)
Delaware |
87-1240344 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
223 N. Mathilda Avenue Sunnyvale, California |
94086 |
(Address of principal executive offices) |
(Zip Code) |
(650) 938-6300
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Class A common stock, $0.0001 par value per share |
ME |
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
|
|
Emerging growth company |
☒ |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of January 31, 2022, there were 211,165,602 shares of Class A common stock, $0.0001 par value per share, and 235,962,975 shares of Class B common stock, $0.0001 par value per share, issued and outstanding.
23ANDME HOLDING CO.
TABLE OF CONTENTS
|
Page |
PART I. FINANCIAL INFORMATION |
|
Item 1. Financial Statements |
|
4 |
|
Condensed Consolidated Statements of Operations and Comprehensive Loss |
5 |
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity |
6 |
8 |
|
9 |
|
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
36 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
54 |
55 |
|
PART II. OTHER INFORMATION |
|
56 |
|
56 |
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
90 |
90 |
|
90 |
|
90 |
|
90 |
|
92 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q (this “Form 10-Q”), including, without limitation, statements under the headings “Management's Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Generally, statements that are not historical facts, including statements concerning 23andMe Holding Co.’s (the “Company,” “we,” “us,” or “our”) possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, words like “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations.
The forward-looking statements contained in this Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, without limitation, those factors described under Part II, Item 1A: “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. These risks and others described under Part II, Item 1A: “Risk Factors” may not be exhaustive.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. In addition, even if our results or operations, financial condition, and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
23ANDME HOLDING CO.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
|
|
December 31, |
|
|
March 31, |
|
|
||
|
|
2021 |
|
|
2021 |
|
|
||
|
|
(Unaudited) |
|
|
|
|
|
||
ASSETS |
|
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
|
||
Cash |
|
$ |
586,204 |
|
|
$ |
282,489 |
|
|
Restricted cash |
|
|
1,599 |
|
|
|
1,399 |
|
|
Accounts receivable, net (related party amounts of $105 and nil as of December 31, 2021 and March 31, 2021, respectively) |
|
|
23,560 |
|
|
|
2,481 |
|
|
Inventories |
|
|
17,132 |
|
|
|
6,239 |
|
|
Deferred cost of revenue |
|
|
16,112 |
|
|
|
5,482 |
|
|
Prepaid expenses and other current assets (related party amounts of $207 and nil as of December 31, 2021 and March 31, 2021, respectively) |
|
|
25,253 |
|
|
|
15,485 |
|
|
Total current assets |
|
|
669,860 |
|
|
|
313,575 |
|
|
Property and equipment, net |
|
|
52,249 |
|
|
|
60,884 |
|
|
Operating lease right-of-use assets |
|
|
57,390 |
|
|
|
63,122 |
|
|
Restricted cash, noncurrent |
|
|
6,974 |
|
|
|
6,974 |
|
|
Internal-use software, net |
|
|
8,410 |
|
|
|
6,889 |
|
|
Intangible assets, net |
|
|
78,458 |
|
|
|
— |
|
|
Goodwill |
|
|
351,598 |
|
|
|
— |
|
|
Other assets |
|
|
1,376 |
|
|
|
654 |
|
|
Total assets |
|
$ |
1,226,315 |
|
|
$ |
452,098 |
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
|
||
Accounts payable (related party amounts of nil and $4,422 as of December 31, 2021 and March 31, 2021, respectively) |
|
$ |
14,418 |
|
|
$ |
12,271 |
|
|
Accrued expenses and other current liabilities (related party amounts of $12,480 and $7,065 as of December 31, 2021 and March 31, 2021, respectively) |
|
|
46,297 |
|
|
|
31,953 |
|
|
Deferred revenue (related party amounts of $26,171 and $30,140 as of December 31, 2021 and March 31, 2021, respectively) |
|
|
111,961 |
|
|
|
71,255 |
|
|
Operating lease liabilities |
|
|
6,875 |
|
|
|
6,140 |
|
|
Total current liabilities |
|
|
179,551 |
|
|
|
121,619 |
|
|
Operating lease liabilities, noncurrent |
|
|
80,832 |
|
|
|
87,582 |
|
|
Other liabilities |
|
|
4,758 |
|
|
|
1,165 |
|
|
Total liabilities |
|
$ |
265,141 |
|
|
$ |
210,366 |
|
|
Commitments and contingencies (Note 10) |
|
|
|
|
|
|
|
||
Redeemable convertible preferred stock |
|
|
|
|
|
|
|
||
Redeemable convertible preferred stock, $0.0001 par value per share, 10,000,000 shares authorized as of December 31, 2021, and $0.00001 par value per share, 209,512,070 shares authorized as of March 31, 2021; nil and 209,181,855 shares issued and outstanding as of December 31, 2021 and March 31, 2021, respectively; aggregate liquidation preference of nil and $874,107 as of December 31, 2021 and March 31, 2021, respectively |
|
|
— |
|
|
|
837,351 |
|
|
Stockholders' equity (deficit) |
|
|
|
|
|
|
|
||
Common Stock - Class A shares, par value $0.0001, 199,176,879 shares issued and outstanding as of December 31, 2021, and par value $0.00001, 20,713,076 shares issued and outstanding as of March 31, 2021; Class B shares, par value $0.0001, 246,970,302 shares issued and outstanding as of December 31, 2021 and par value $0.00001, 103,816,708 shares issued and outstanding as of March 31, 2021 |
|
|
44 |
|
|
|
— |
|
|
Additional paid-in capital |
|
|
2,086,350 |
|
|
|
381,619 |
|
|
Accumulated other comprehensive income |
|
|
(36 |
) |
|
|
— |
|
|
Accumulated deficit |
|
|
(1,125,184 |
) |
|
|
(977,238 |
) |
|
Total stockholders’ equity (deficit) |
|
|
961,174 |
|
|
|
(595,619 |
) |
|
Total liabilities and stockholders’ equity (deficit) |
|
$ |
1,226,315 |
|
|
$ |
452,098 |
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
23ANDME HOLDING CO.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share data)
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
||||||||||
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
|
||||
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
|
|
|
||||
Revenue (related party amounts of $8,069 and $8,554 for the three months ended December 31, 2021 and 2020, respectively, and $29,281 and $30,221 for the nine months ended December 31, 2021 and 2020, respectively) |
|
$ |
56,891 |
|
|
$ |
55,477 |
|
|
$ |
171,334 |
|
|
$ |
155,338 |
|
|
Cost of revenue (related party amounts of $(54) and $59 for the three months ended December 31, 2021 and 2020, respectively, and $209 and $(592) for the nine months ended December 31, 2021 and 2020, respectively) |
|
|
29,628 |
|
|
|
30,089 |
|
|
|
85,446 |
|
|
|
82,861 |
|
|
Gross profit |
|
|
27,263 |
|
|
|
25,388 |
|
|
|
85,888 |
|
|
|
72,477 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development (related party amounts of $6,300 and $4,238 for the three months ended December 31, 2021 and 2020, respectively, and $18,185 and $10,687 for the nine months ended December 31, 2021 and 2020, respectively) |
|
|
50,298 |
|
|
|
41,684 |
|
|
|
139,053 |
|
|
|
114,260 |
|
|
Sales and marketing |
|
|
41,979 |
|
|
|
12,258 |
|
|
|
70,987 |
|
|
|
31,242 |
|
|
General and administrative |
|
|
31,687 |
|
|
|
16,589 |
|
|
|
60,547 |
|
|
|
45,094 |
|
|
Total operating expenses |
|
|
123,964 |
|
|
|
70,531 |
|
|
|
270,587 |
|
|
|
190,596 |
|
|
Loss from operations |
|
|
(96,701 |
) |
|
|
(45,143 |
) |
|
|
(184,699 |
) |
|
|
(118,119 |
) |
|
Other (expense) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
76 |
|
|
|
53 |
|
|
|
213 |
|
|
|
195 |
|
|
Change in fair value of warrant liabilities |
|
|
3,695 |
|
|
|
— |
|
|
|
32,989 |
|
|
|
— |
|
|
Other (expense) income, net |
|
|
22 |
|
|
|
445 |
|
|
|
39 |
|
|
|
1,318 |
|
|
Loss before benefit for income taxes |
|
|
(92,908 |
) |
|
|
(44,645 |
) |
|
|
(151,458 |
) |
|
|
(116,606 |
) |
|
Benefit for income taxes |
|
|
3,512 |
|
|
|
— |
|
|
|
3,512 |
|
|
|
— |
|
|
Net loss |
|
$ |
(89,396 |
) |
|
$ |
(44,645 |
) |
|
$ |
(147,946 |
) |
|
$ |
(116,606 |
) |
|
Other comprehensive (loss) income |
|
|
(36 |
) |
|
|
— |
|
|
|
(36 |
) |
|
|
— |
|
|
Total comprehensive loss |
|
$ |
(89,432 |
) |
|
$ |
(44,645 |
) |
|
$ |
(147,982 |
) |
|
$ |
(116,606 |
) |
|
Net loss per share of Class A and Class B common stock attributable to common stockholders, basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
$ |
(0.21 |
) |
|
$ |
(0.46 |
) |
|
$ |
(0.44 |
) |
|
$ |
(1.23 |
) |
|
Weighted-average shares used to compute net loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
|
426,591,111 |
|
|
|
96,974,875 |
|
|
|
334,491,905 |
|
|
|
95,185,171 |
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
23ANDME HOLDING CO.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
(in thousands, except share and per share data)
|
|
Redeemable Convertible |
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated Other Comprehensive |
|
|
Accumulated |
|
|
Total |
|
||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Income Loss |
|
|
Deficit |
|
|
(Deficit) |
|
||||||||
Balance as of March 31, 2021 |
|
|
91,198,378 |
|
|
$ |
837,351 |
|
|
|
54,292,140 |
|
|
$ |
— |
|
|
$ |
381,619 |
|
|
$ |
— |
|
|
$ |
(977,238 |
) |
|
$ |
(595,619 |
) |
Recapitalization |
|
|
117,983,477 |
|
|
|
— |
|
|
|
70,237,644 |
|
|
|
12 |
|
|
|
(12 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance as of March 31, 2021 |
|
|
209,181,855 |
|
|
|
837,351 |
|
|
|
124,529,784 |
|
|
|
12 |
|
|
|
381,607 |
|
|
|
— |
|
|
|
(977,238 |
) |
|
|
(595,619 |
) |
Preferred stock conversion |
|
|
(209,181,855 |
) |
|
|
(837,351 |
) |
|
|
209,181,855 |
|
|
|
21 |
|
|
|
837,330 |
|
|
|
— |
|
|
|
— |
|
|
|
837,351 |
|
Issuance of common stock upon Merger (net of transaction costs of $33,726) |
|
|
— |
|
|
|
— |
|
|
|
46,901,747 |
|
|
|
5 |
|
|
|
200,574 |
|
|
|
— |
|
|
|
— |
|
|
|
200,579 |
|
Issuance of PIPE shares (related party amount of $25,000) |
|
|
— |
|
|
|
— |
|
|
|
25,000,000 |
|
|
|
3 |
|
|
|
249,997 |
|
|
|
— |
|
|
|
— |
|
|
|
250,000 |
|
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
818,479 |
|
|
|
— |
|
|
|
2,553 |
|
|
|
— |
|
|
|
— |
|
|
|
2,553 |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,704 |
|
|
|
— |
|
|
|
— |
|
|
|
9,704 |
|
Net Loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(42,026 |
) |
|
|
(42,026 |
) |
Balance as of June 30, 2021 |
|
|
— |
|
|
$ |
— |
|
|
|
406,431,865 |
|
|
$ |
41 |
|
|
$ |
1,681,765 |
|
|
|
|
|
$ |
(1,019,264 |
) |
|
$ |
662,542 |
|
|
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
736,717 |
|
|
|
— |
|
|
|
2,905 |
|
|
|
— |
|
|
|
— |
|
|
|
2,905 |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,588 |
|
|
|
— |
|
|
|
— |
|
|
|
10,588 |
|
Net Loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(16,524 |
) |
|
|
(16,524 |
) |
Balance as of September 30, 2021 |
|
|
— |
|
|
$ |
— |
|
|
|
407,168,582 |
|
|
$ |
41 |
|
|
$ |
1,695,258 |
|
|
|
|
|
$ |
(1,035,788 |
) |
|
$ |
659,511 |
|
|
Issuance of common stock for acquisition of business |
|
|
— |
|
|
|
— |
|
|
|
30,572,268 |
|
|
|
3 |
|
|
|
322,842 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
322,845 |
|
Issuance of common stock for Class A common stock warrant exercise |
|
|
— |
|
|
|
— |
|
|
|
6,016,327 |
|
|
|
— |
|
|
|
42,354 |
|
|
— |
|
|
— |
|
|
|
42,354 |
|
||
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
2,390,004 |
|
|
|
— |
|
|
|
8,308 |
|
|
— |
|
|
— |
|
|
|
8,308 |
|
||
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17,588 |
|
|
|
|
|
— |
|
|
|
17,588 |
|
||
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
(36 |
) |
|
— |
|
|
|
(36 |
) |
||
Net Loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
|
|
|
(89,396 |
) |
|
|
(89,396 |
) |
||
Balance as of December 31, 2021 |
|
|
— |
|
|
$ |
— |
|
|
|
446,147,181 |
|
|
$ |
44 |
|
|
$ |
2,086,350 |
|
|
$ |
(36 |
) |
|
$ |
(1,125,184 |
) |
|
$ |
961,174 |
|
6
(in thousands, except share and per share data)
|
|
Redeemable Convertible |
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated |
|
|
Total |
|
|||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Deficit |
|
|||||||
Balance as of March 31, 2020 |
|
|
86,443,341 |
|
|
$ |
755,083 |
|
|
|
44,318,298 |
|
|
$ |
— |
|
|
$ |
172,736 |
|
|
$ |
(793,619 |
) |
|
$ |
(620,883 |
) |
Recapitalization |
|
|
111,831,592 |
|
|
|
— |
|
|
|
57,334,501 |
|
|
|
9 |
|
|
|
(9 |
) |
|
|
— |
|
|
|
— |
|
Balance as of March 31, 2020 |
|
|
198,274,933 |
|
|
|
755,083 |
|
|
|
101,652,799 |
|
|
|
9 |
|
|
|
172,727 |
|
|
|
(793,619 |
) |
|
|
(620,883 |
) |
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
676,618 |
|
|
|
— |
|
|
|
1,139 |
|
|
|
— |
|
|
|
1,139 |
|
Vesting of early exercised stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,241 |
|
|
|
— |
|
|
|
4,241 |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,454 |
|
|
|
— |
|
|
|
11,454 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
(35,770 |
) |
|
|
(35,770 |
) |
|
Balance as of June 30, 2020 |
|
|
198,274,933 |
|
|
$ |
755,083 |
|
|
|
102,329,417 |
|
|
$ |
9 |
|
|
$ |
189,561 |
|
|
$ |
(829,389 |
) |
|
$ |
(639,819 |
) |
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
437,913 |
|
|
|
— |
|
|
|
827 |
|
|
|
— |
|
|
|
827 |
|
Issuance of common stock related to early exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
6,881,095 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Vesting of early exercised stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,241 |
|
|
|
— |
|
|
|
4,241 |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,964 |
|
|
|
— |
|
|
|
10,964 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(36,191 |
) |
|
|
(36,191 |
) |
Balance as of September 30, 2020 |
|
|
198,274,933 |
|
|
$ |
755,083 |
|
|
|
109,648,425 |
|
|
$ |
9 |
|
|
$ |
205,593 |
|
|
$ |
(865,580 |
) |
|
$ |
(659,978 |
) |
Issuance of Series F-1 preferred stock, net of issuance costs |
|
|
10,906,922 |
|
|
$ |
82,267 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
1,177,055 |
|
|
|
— |
|
|
|
1,746 |
|
|
|
— |
|
|
|
1,746 |
|
Issuance of common stock related to early exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Vesting of early exercised stock options |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
6,410 |
|
|
|
— |
|
|
|
6,410 |
|
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
15,095 |
|
|
|
— |
|
|
|
15,095 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
(44,645 |
) |
|
|
(44,645 |
) |
||
Balance as of December 31, 2020 |
|
|
209,181,855 |
|
|
$ |
837,350 |
|
|
|
110,825,480 |
|
|
$ |
9 |
|
|
$ |
228,844 |
|
|
$ |
(910,225 |
) |
|
$ |
(681,372 |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
23ANDME HOLDING CO.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
|
|
Nine Months Ended December 31, |
|
|
|||||
|
|
2021 |
|
|
2020 |
|
|
||
|
|
(Unaudited) |
|
|
|
|
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
||
Net loss |
|
$ |
(147,946 |
) |
|
$ |
(116,606 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
15,345 |
|
|
|
13,969 |
|
|
Amortization and impairment of internal-use software |
|
|
1,741 |
|
|
|
1,563 |
|
|
Stock-based compensation expense |
|
|
37,473 |
|
|
|
37,222 |
|
|
Changes in fair value of warrant liabilities |
|
|
(32,989 |
) |
|
|
— |
|
|
Loss (gain) on disposal of property and equipment |
|
|
92 |
|
|
|
57 |
|
|
Gain on lease termination |
|
|
(15 |
) |
|
|
(876 |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
||
Accounts receivable (related party amounts of $(105) and nil for the nine months ended December 31, 2021 and 2020, respectively) |
|
|
(21,078 |
) |
|
|
1,259 |
|
|
Inventories |
|
|
(10,605 |
) |
|
|
(2,127 |
) |
|
Deferred cost of revenue |
|
|
(10,630 |
) |
|
|
(5,831 |
) |
|
Prepaid expenses and other current assets (related party amounts of $(207) and nil for the nine months ended December 31, 2021 and 2020, respectively) |
|
|
(7,697 |
) |
|
|
5,483 |
|
|
Operating lease right-of-use assets |
|
|
5,265 |
|
|
|
8,496 |
|
|
Other assets |
|
|
(604 |
) |
|
|
37 |
|
|
Accounts payable (related party amounts of $(4,422) and $(4,231) for the nine months ended December 31, 2021 and 2020, respectively) |
|
|
(804 |
) |
|
|
(215 |
) |
|
Accrued expenses and other current liabilities (related party amounts of $5,416 and $749 for the nine months ended December 31, 2021 and 2020, respectively) |
|
|
9,878 |
|
|
|
636 |
|
|
Deferred revenue (related party amounts of $(3,969) and $(5,221) for the nine months ended December 31, 2021 and 2020, respectively) |
|
|
40,223 |
|
|
|
29,576 |
|
|
Operating lease liabilities |
|
|
(5,655 |
) |
|
|
(6,693 |
) |
|
Other liabilities |
|
|
(3,617 |
) |
|
|
64 |
|
|
Net cash used in operating activities |
|
|
(131,623 |
) |
|
|
(33,986 |
) |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(2,421 |
) |
|
|
(3,860 |
||