S-8

As filed with the Securities and Exchange Commission on June 15, 2022

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

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.)

349 Oyster Point Boulevard

South San Francisco, California

  94080
(Address of Principal Executive Offices)   (Zip Code)

23andMe Holding Co. 2021 Incentive Equity Plan

(Full title of the plan)

Kathy Hibbs

Chief Administrative Officer

349 Oyster Point Boulevard

South San Francisco, California, 94080

(Name and address of agent for service)

(650) 938-6300

(Telephone number, including area code, of agent for service)

With copies of all notices, orders, and communications to:

Marlee S. Myers

Justin W. Chairman

Morgan, Lewis & Bockius LLP

One Oxford Centre, Thirty-Second Floor

Pittsburgh, Pennsylvania 15219

(412) 560-3300

 

 

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 7(a)(2)(B) of the Securities Act.  ☐

 

 

 


EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”), relating to the 23andMe Holding Co. 2021 Incentive Equity Plan (the “Plan”), is being filed pursuant to General Instruction E to Form S-8, for the purpose of registering an additional 13,384,415 shares (the “Shares”) of the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of 23andMe Holding Co., a Delaware corporation (the “Company”). The Shares are securities of the same class and relate to the same employee benefit plan for which Registration Statements on Form S-8 have previously been filed and are effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statements on Form S-8, File Nos. 333-258910 and 333-260867 filed with the Securities and Exchange Commission (the “Commission”) on August 18, 2021 and November 8, 2021, respectively, by the Company, relating to the Plan, and the information required by Part II is omitted, except as supplemented by the information set forth below.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The following documents filed with the Commission by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:

 

(a)

The Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the Commission on May 27, 2022;

 

(b)

The Company’s Current Reports on Form 8-K, as applicable, filed with the Commission on April  13, 2022 and June 13, 2022; and

 

(c)

The description of shares of Class  A Common Stock contained in the Registration Statement on Form 8-A filed on June 17, 2021, pursuant to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All other reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold (other than those furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information deemed to have been “furnished” rather than “filed” in accordance with the Commission’s rules), shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such reports and documents.

For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 8.

Exhibits.

A list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes such exhibits and is incorporated herein by reference.


EXHIBIT INDEX

 

Exhibit

No.

   Document
4.1    Certificate of Incorporation of 23andMe Holding Co. (incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K/A filed on June 21, 2021).
4.2    Amended and Restated Bylaws of 23andMe Holding Co. (incorporated by reference to Exhibit 3.2 filed with the Company’s Current Report on Form 8-K/A filed on June 21, 2021).
5.1    Opinion of Morgan, Lewis & Bockius LLP.
23.1    Consent of KPMG LLP for 23andMe Holding Co.
23.2    Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1 hereto).
24.1    Power of Attorney (included in the signature page to this Registration Statement).
99.1    23andMe Holding Co. 2021 Incentive Equity Plan (incorporated by reference to Exhibit 10.5 filed with the Company’s Current Report on Form 8-K filed on June 21, 2021).
107    Filing Fee Table.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California on this 15th day of June, 2022.

 

23ANDME HOLDING CO.

By:

 

/s/ Anne Wojcicki

Name:

 

Anne Wojcicki

Title:

 

Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned, whose signature appears below, hereby constitutes and appoints Anne Wojcicki and Steven Schoch, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this registration statement or any amendments hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated below on June 15, 2022.

 

Name

  

Title

  

Date

/s/ Anne Wojcicki

  

Chief Executive Officer and Director

(principal executive officer)

   June 15, 2022
Anne Wojcicki

/s/ Steven Schoch

  

Chief Financial and Accounting Officer

(principal financial and accounting officer)

   June 15, 2022
Steven Schoch

/s/ Roelof Botha

   Director    June 15, 2022
Roelof Botha      

/s/ Patrick Chung

   Director    June 15, 2022
Patrick Chung      

/s/ Sandra R. Hernández, M.D.

   Director    June 15, 2022
Sandra R. Hernández, M.D.      

/s/ Evan Lovell

   Director    June 15, 2022
Evan Lovell      

/s/ Neal Mohan

   Director    June 15, 2022
Neal Mohan      


/s/ Valerie Montgomery Rice, M.D.

   Director    June 15, 2022
Valerie Montgomery Rice, M.D.      

/s/ Richard Scheller, Ph.D.

   Director    June 15, 2022
Richard Scheller, Ph.D.      

/s/ Peter Taylor

   Director    June 15, 2022
Peter Taylor      
EX-5.1

LOGO

Exhibit 5.1

June 15, 2022

23andMe Holding Co.

349 Oyster Point Boulevard,

South San Francisco, California 94080

Re:     23andMe Holding Co.

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to 23andMe Holding Co., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) with the Securities and Exchange Commission (the “Commission”) on the date hereof. The Registration Statement relates to the offer and sale of 13,384,415 shares (the “Shares”) of Class A common stock, par value $0.0001 per share, of the Company, which may be issued under the Company’s 2021 Incentive Equity Plan (the “Incentive Equity Plan”).

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of (i) the Certificate of Incorporation of the Company, (ii) the Amended and Restated Bylaws of the Company, as amended to date, (iii) certain resolutions of the Company’s Board of Directors relating to the Registration Statement, (iv) the Incentive Equity Plan, and (v) such other documents, records, and other instruments as we have deemed appropriate for purposes of the opinions set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile, or photostatic copies, and the authenticity of the originals of all documents submitted to us as copies. With respect to matters of fact relevant to our opinion as set forth below, we have relied upon certificates of officers of the Company, representations made by the Company in documents examined by us, and representations of officers of the Company.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by the Company and, when issued by the Company and delivered to participants in accordance with the provisions of the Incentive Equity Plan will be validly issued, fully paid, and non-assessable.

 

    Morgan, Lewis & Bockius LLP
    One Oxford Centre   
    Thirty-Second Floor   
    Pittsburgh, PA 15219-6401   

LOGO +1.412.560.3300

    United States   

LOGO +1.412.560.7001


23andMe Holding Co.

June 15, 2022

Page 2

The opinions expressed herein are limited to the Federal laws of the United States and the Delaware General Corporation Law, and we express no opinion as to laws of any other jurisdiction.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated May 27, 2022, with respect to the consolidated financial statements of 23andMe Holding Co. and subsidiaries, incorporated herein by reference.

/s/ KPMG LLP

Santa Clara, California

June 15, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

23andMe Holding Co.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

                         
     Security
Type
  Security
Class Title(1)
 

Fee

Calculation or
Carry Forward

Rule

 

Amount

Registered (1)

 

Proposed

Maximum

Offering
Price

Per Unit (2)

 

Proposed

Maximum

Aggregate

Offering Price (2)

  Fee Rate  

Amount of

Registration
Fee

  Carry
Forward
Form
Type
  Carry
Forward
File
Number
  Carry
Forward
Initial
Effective
Date
  Filing Fee
Previously
Paid in
Connection
with
Unsold
Securities
to be
Carried
Forward
 
Newly Registered Securities
                         

Fees to be

Paid

  Equity   Class A common stock, par value $0.0001 per share   Rule 457(c) and Rule 457 (h)   13,384,415   $2.38   $31,854,907.70   $92.70 per $1,000,000.00   $2,952.95   —     —     —     —  
                         

Fees

Previously

Paid

  —     —     —     —     —     —     —     —     —     —     —     —  
 
Carry Forward Securities
                         

Carry

Forward

Securities

  —           —     —     —     —     —     —     —     —  
                   
    Total Offering Amounts      $31,854,907.70     $2,952.95          
                   
    Total Fees Previously Paid          —            
                   
    Total Fee Offsets          —            
                   
    Net Fee Due                $2,952.95                

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of the registrant’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) which become issuable under the 23andMe Holding Co. 2021 Incentive Equity Plan by reason of any stock dividend, stock split, recapitalization, or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Class A Common Stock.

(2)

Estimated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of the Class A Common Stock as reported on The Nasdaq Global Select Market on June 8, 2022.