Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-257768
Prospectus Supplement No. 9
(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 Current Report on Form 8-K, filed with the Securities and Exchange Commission (SEC) on April 13, 2022 (the Form 8-K). Accordingly, we have attached the Form 8-K 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 April 13, 2022, the closing price of a share of Class A Common Stock was $3.59.
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 April 14, 2022.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 11, 2022
23andMe Holding Co.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
349 Oyster Point Boulevard,
South San Francisco, California 94080
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (650) 938-6300
223 N. Mathilda Avenue
Sunnyvale, California 94086
(Former name or former address, if changed since last report)
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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
Name of each exchange
|Class A Common Stock, $0.0001 par value per share||ME||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 ☐
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 5.08.|| |
Shareholder Director Nominations.
To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
|Item 8.01.|| |
The Board of Directors of 23andMe Holding Co. (the Company) has determined that the date of its 2022 Annual Meeting of Stockholders (the 2022 Annual Meeting) will be Thursday, August 25, 2022. The 2022 Annual Meeting will be a virtual-only meeting conducted via remote communications. The time and meeting website information for the 2022 Annual Meeting will be set forth in the Companys proxy statement for the 2022 Annual Meeting, which will be filed prior to the 2022 Annual Meeting with the Securities and Exchange Commission (SEC).
The record date for the determination of stockholders entitled to receive notice of and to vote at the 2022 Annual Meeting will be July 1, 2022. Because the Company did not hold an annual meeting of stockholders in 2021, the Company is filing this Current Report on Form 8-K to provide the due date for the submission of any qualified stockholder proposals or qualified stockholder director nominations.
In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange Act), any stockholder proposal intended to be considered for inclusion in the Companys proxy materials for the 2022 Annual Meeting must be delivered to, or mailed to and received at, the Companys principal executive offices located at 349 Oyster Point Blvd., South San Francisco, California 94080, Attention: Legal, on or before the close of business on June 1, 2022, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials for the 2022 Annual Meeting. In addition to complying with this deadline, stockholder proposals intended to be considered for inclusion in the Companys proxy materials for the 2022 Annual Meeting must also comply with all applicable SEC rules, including Rule 14a-8 of the Exchange Act.
Pursuant to the Companys Amended and Restated Bylaws (the Bylaws), any stockholder seeking to raise a proposal outside the processes of Exchange Act Rule 14a-8 or make a director nomination for consideration at the 2022 Annual Meeting must comply with the requirements of the Bylaws, including delivering such proposals and/or nominations to the principal executive offices of the Company located at 349 Oyster Point Blvd., South San Francisco, California 94080, Attention: Legal, no earlier than April 27, 2022 and no later than close of business on May 27, 2022. Any proposal or nomination received outside of such dates will be considered untimely and will not be considered at the 2022 Annual Meeting. Any stockholder proposal or director nomination must also comply with the rules and regulations promulgated by the SEC and the Bylaws, as applicable.
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.|
|Name: Kathy Hibbs|
|Title: Chief Administrative Officer|
Dated: April 13, 2022