UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
On February 6, 2023, 23andMe Holding Co. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (the “Agent”), pursuant to which the Company may sell, from time to time, at its option, up to $150,000,000 in aggregate principal amount of an indeterminate amount of shares (the “Shares”) of the Company’s Class A common stock, $0.0001 par value per share (“Class A Common Stock”), through the Agent, as the Company’s sales agent.
Any Shares to be offered and sold under the Sales Agreement will be issued and sold (i) by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or in negotiated transactions, if authorized by the Company, and (ii) pursuant to, and only upon the effectiveness of, a Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission on February 6, 2023 for an offering of up to $500,000,000 of various securities, including shares of the Company’s Class A Common Stock, preferred stock, debt securities, warrants, and/or units for sale to the public in one or more public offerings.
Subject to the terms of the Sales Agreement, the Agent will use reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions (including any price, time, or size limits or other customary parameters or conditions the Company may impose). The Company cannot provide any assurances that it will issue any Shares pursuant to the Sales Agreement. The Company will pay the Agent a commission of 3.0% of the gross proceeds from the sales of the Shares, if any. The Company has also agreed to provide the Agent with customary indemnification rights.
The offering of the Shares will terminate upon the earliest of (a) the sale of the maximum number or amount of the Shares permitted to be sold under the Sales Agreement and (b) the termination of the Sales Agreement by the parties thereto.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor shall there be any sale of the Shares in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d)
| Exhibit No. | Description | |
| 1.1 | Sales Agreement by and between 23andMe Holding Co. and Cowen and Company, LLC, dated as of February 6, 2023 (incorporated by reference to Exhibit 1.2 to 23andMe Holding Co.’s Registration Statement on Form S-3 filed on February 6, 2023). | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |
SIGNATURES
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. | ||||||
| Date: February 6, 2023 | By: | /s/ Joseph Selsavage | ||||
| Name: Joseph Selsavage | ||||||
| Title: Interim Chief Financial Officer and Interim Chief Accounting Officer | ||||||