Item 8.01 section not located in normalized markdown

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 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): March 21, 2025

23andMe Holding Co.

(Exact name of registrant as specified in its charter)

| Delaware | 001-39587 | 87-1240344 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |

870 Market Street, Room 415

San Francisco, California 94102

(Address of principal executive offices, including zip code)

Registrant’s 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 |
Trading |
Name of each exchange on which registered | ||
| Class A Common Stock, $0.0001 par value per share | ME | The | Capital 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 1.01 | Entry into a Material Definitive Agreement. |

On March 23, 2025, 23andMe Holding Co., a Delaware corporation (the “Company”), entered into a binding term sheet (the “DIP Term Sheet”) with JMB Capital Partners Lending, LLC (“JMB”), pursuant to which, and subject to the satisfaction of certain conditions, including the approval of the United States Bankruptcy Court for the Eastern District of Missouri (the “Court”) (which has not been obtained at this time), JMB agreed to provide loans under a non-amortizing priming superpriority senior secured term loan credit facility in an aggregate principal amount up to $35 million (the “DIP Facility”). The terms and conditions of the proposed DIP Facility are set forth in the DIP Term Sheet. The Company expects to enter into a credit agreement governing the DIP Facility with JMB and its subsidiaries (the “DIP Credit Agreement”).

The DIP Facility will include conditions precedent, representations and warranties, affirmative and negative covenants, and levels of default customary of financings of this type and size. The proceeds of all or a portion of the proposed DIP Facility may be used by the Debtors in accordance with the terms of the DIP Term Sheet, including without limitation, (i) to pay the administrative costs of the Chapter 11 Cases (as defined below) and (ii) for working capital and other general corporate purposes, in all cases on the terms, and subject to the conditions, set forth in the DIP Credit Agreement and the applicable orders of the Court.

The foregoing summary of the DIP Facility is qualified in its entirety by reference to the complete text of the DIP Term Sheet.

| Item 1.03 | Bankruptcy or Receivership. |

Chapter 11 Filing

On March 23, 2025, the Company and certain of its subsidiaries listed on Exhibit 99.1 (collectively, the “Filing Subsidiaries” and, together with the Company,