23ANDME HOLDING CO. Item 1.01. Entry into a Material Definitive Agreement.
Indemnification Agreements
New 23andMe entered, and expects to continue to enter into, indemnification
agreements with its directors, executive officers, and other employees as
determined by its board of directors (the "Board"). Each indemnification
agreement provides for indemnification and advancements by New 23andMe of
certain expenses and costs, if the basis of the indemnitee's involvement was by
reason of the fact that the indemnitee is or was a director, officer, employee,
or agent of New 23andMe or any of its subsidiaries or was serving at New
23andMe's request in an official capacity for another entity, to the fullest
extent permitted by the laws of the state of
The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the full text of the indemnification agreements, the form of which is attached hereto as Exhibit 10.7 and is incorporated herein by reference.
Amended and Restated Registration Rights Agreement
On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, New 23andMe entered into the Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") with the Sponsor and certain other initial stockholders
2
--------------------------------------------------------------------------------
(collectively, with each other person who has executed and delivered a joinder thereto, the "RRA Parties"), pursuant to which the RRA Parties are entitled to registration rights in respect of certain shares of New 23andMe Class A Common Stock and certain other equity securities of New 23andMe that are held by the RRA Parties from time to time. The material terms of the Registration Rights Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 93 titled " Business Combination Proposal-Related Agreements-Amended and Restated Registration Rights Agreement ." Such description is qualified in its entirety by the text of the Registration Rights Agreement, which is included as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated into
this Item 2.01 by reference. On
FORM 10 INFORMATION
Item 2.01(f) of Current Report on Form 8-K states that if the registrant was formerly a shell company, as VGAC was immediately before the Business Combination, then following the closing of the transaction in which the registrant ceases to be a shell company, the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, New 23andMe is providing the information below that would be included in a Registration Statement on Form 10 if it were to file such a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination unless otherwise specifically indicated or the context otherwise requires.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K, or some of the information incorporated herein by reference, may be considered forward-looking statements. Forward-looking statements generally relate to future events or New 23andMe's future financial or operating performance, business strategy, and objectives of management for future operations. For example, statements about the benefits of the Business Combination, the competitive environment, and the expected future performance (including future revenue) and market opportunities of New 23andMe are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "potential," or "continue," or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by New 23andMe and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against New 23andMe; (2) the ability to recognize the anticipated benefits of the Business Combination; (3) costs related to the Business Combination; (4) changes in applicable laws or regulations; (5) the possibility that New 23andMe may be adversely affected by other economic, business, and/or competitive factors; (6) the limited operating history of New 23andMe; (7) New 23andMe's business may not successfully expand into other markets, including therapeutics; (8) the possibility that COVID-19 may adversely affect the results of operations, financial position, and cash flows of New 23andMe; (9) New 23andMe's financial and business performance following the Business Combination, including financial projections and business metrics; and (10) other risks and uncertainties set forth in the section entitled " Risk Factors " beginning on page 26 of the Proxy Statement/Prospectus and incorporated herein by reference.
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such . . .
Item 3.02. Unregistered Sales of
The disclosure set forth in the "Introductory Note" above is incorporated herein
by reference. The securities issued in connection with the Business Combination
and
Item 5.01 Changes in Control of Registrant.
The information set forth above in the "Introductory Note" and Item 2.01 is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth above in the sections titled "Directors and Executive Officers," "Director Independence," "Committees of the Board of Directors," and "Executive and Director Compensation" in Item 2.01 is incorporated herein by reference. In addition, the Incentive Equity Plan and the ESPP became effective upon the Closing. The material terms of the Incentive Plan and the ESPP are described in the Proxy Statement/Prospectus in the sections entitled " Incentive Equity Plan Proposal " and " ESPP Proposal ," respectively, which are incorporated herein by reference.
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
In connection with the Business Combination, on
Item 5.06. Change in Shell Company Status.
As a result of the Business Combination, New 23andMe ceased being a shell company. The material terms of the Business Combination are described in the section entitled " Business Combination Proposal " of the Proxy Statement/Prospectus, and are incorporated herein by reference. Further, the information set forth in the "Introductory Note" and under Item 2.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements and related notes as of
(b) Pro Forma Financial Information.
32
--------------------------------------------------------------------------------
The unaudited pro forma condensed combined financial information as of and for
the year ended
(c) Exhibits Exhibit No. Description 2.1† Agreement and Plan of Merger, dated as ofFebruary 4, 2021 , by and amongVG Acquisition Corp. ,Chrome Merger Sub, Inc. , and23andMe, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-39587), filed with theSEC onFebruary 4, 2021 ). 2.2 First Amendment to the Merger Agreement, dated as ofFebruary 13, 2021 , by and amongVG Acquisition Corp. ,Chrome Merger Sub, Inc. , and23andMe, Inc. (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4 (File No. 333-254772), filed with theSEC onMay 13, 2021 ). 2.3 Second Amendment to the Merger Agreement, dated as ofMarch 25, 2021 , by and amongVG Acquisition Corp. ,Chrome Merger Sub, Inc. , and23andMe, Inc. (incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-4/A (File No. 333-254772), filed with theSEC onMay 13, 2021 ). 4.1 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 (File No. 333-248844), filed with theSEC onSeptember 16, 2020 ). 4.2 Warrant Agreement, dated as ofOctober 1, 2020 , between VGAcquisition Corp. andContinental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-39587), filed with theSEC onOctober 6, 2020 ). 4.3 Certificate of Corporate Domestication ofVG Acquisition Corp. 10.1 Sponsor Letter Agreement, dated as ofFebruary 4, 2021 , by and among23andMe, Inc. ,VG Acquisition Sponsor LLC ,VG Acquisition Corp. ,Credit Suisse Securities (USA) LLC as representative of the several Underwriters named therein, the Insiders (as defined therein) and the Holders (as defined therein) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-39587), filed with theSEC onFebruary 4, 2021 ). 10.2 Form of Subscription Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-39587), filed with theSEC onFebruary 4, 2021 ). 10.3† Form of Support Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (Registration No. 001-39587), filed with theSEC onFebruary 4, 2021 ). 10.4 Amended and Restated Registration Rights Agreement, dated as ofJune 16, 2021 , by and among23andMe Holding Co. ,VG Acquisition Sponsor LLC , and certain other initial stockholders. 10.5+23andMe Holding Co. 2021 Incentive Equity Plan and forms of agreement thereunder. 10.6+23andMe Holding Co. 2021 Employee Stock Purchase Plan. 10.7 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4/A (File No. 333-254772), filed with theSEC onMay 13, 2021 ). 10.8+Offer Letter , dated as ofFebruary 16, 2014 , by and between23andMe, Inc. andKathy Hibbs (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4/A (File No. 333-254772), filed with theSEC onMay 13, 2021 ). 10.9+Offer Letter , dated as ofFebruary 1, 2019 , by and between23andMe, Inc. andKenneth Hillan (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-4/A (File No. 333-254772), filed with theSEC onMay 13, 2021 ). 10.10+Offer Letter , dated as ofOctober 14, 2010 , by and between23andMe, Inc. andSteve Lemon (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-4/A (File No. 333-254772), filed with theSEC onMay 13, 2021 ). 33
--------------------------------------------------------------------------------
Exhibit No. Description 10.11+Offer Letter , dated as ofMarch 27, 2018 , by and between23andMe, Inc. andSteve Schoch (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-4/A (File No. 333-254772), filed with theSEC onMay 13, 2021 ). 10.12 Consulting Agreement, dated as ofApril 1, 2019 , by and between23andMe, Inc. andRichard Scheller , Ph.D. (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4/A (File No. 333-254772), filed with theSEC onMay 13, 2021 ). 10.13 Amendment No. 1 to Consulting Agreement, dated as ofMarch 30, 2020 , by and between23andMe, Inc. andRichard Scheller , Ph.D. (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-4/A (File No. 333-254772), filed with theSEC onMay 13, 2021 ). 10.14 Amendment No. 2 to Consulting Agreement, dated as ofMarch 24, 2021 , by and between23andMe, Inc. andRichard Scheller , Ph.D. (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-4/A (File No. 333-254772), filed with theSEC onMay 13, 2021 ). 10.15+23andMe, Inc. 2006 Equity Incentive Plan (as Amended and Restated) (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4/A (File No. 333-254772), filed with theSEC onMay 13, 2021 ). 10.16+ Form of23andMe, Inc. 2006 Stock Option Agreement (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4/A (File No. 333-254772), filed with theSEC onMay 13, 2021 ).
10.17†† Collaboration Agreement, dated as of
23andMe, Inc. and GlaxoSmithKline Intellectual Property (No.3) Limited (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4/A (File No. 333-254772), filed with theSEC onMay 13, 2021 ).
10.18†† First Amendment to Collaboration Agreement, dated as of
2019, by and between 23andMe, Inc. and GlaxoSmithKline Intellectual
Property (No.3) Limited (incorporated by reference to Exhibit 10.18 to
the Registration Statement on Form S-4/A (File No. 333-254772), filed
with the SEC on May 13, 2021 ).
10.19†† Second Amendment to Collaboration Agreement, dated as of
2021, by and between 23andMe, Inc. and GlaxoSmithKline Intellectual
Property (No. 3) Limited (incorporated by reference to Exhibit 10.19 to
the Registration Statement on Form S-4/A (File No. 333-254772), filed
with the SEC on May 13, 2021 ).
10.20+ Form of 23andMe, Inc. Employee Invention Assignment and
Confidentiality Agreement (incorporated by reference to Exhibit 10.20
to the Registration Statement on Form S-4/A (File No. 333-254772),
filed with the SEC on May 13, 2021 ).
10.21 Promissory Note dated April 5, 2021 , issued by VG Acquisition Corp.
to VG Acquisition Sponsor LLC (incorporated by reference to Exhibit
10.21 to the Registration Statement on Form S-4/A (File
No. 333-254772), filed with the SEC on May 13, 2021 ).
21.1 List of Subsidiaries.
99.1 Audited Consolidated Financial Statements and Related Notes of
23andMe Holding Co. as of March 31, 2021 and 2020 and for the Fiscal
Years Ended March 31, 2021 , 2020 and 2019.
99.2 Unaudited Pro Forma Condensed Combined Financial Information of
23andMe Holding Co. at March 31, 2021 .
104 Cover Page Interactive Data File - the cover page interactive data file
does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
+ Indicates management contract or compensatory plan or arrangement.
† Schedules and exhibits to this agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit
will be furnished to the
†† New 23andMe has redacted provisions or terms of this Exhibit pursuant to
Regulation S-K Item 601(b)(10)(iv). New 23andMe agrees to furnish an
unredacted copy of the Exhibit to the SEC upon its request.
34
--------------------------------------------------------------------------------
© Edgar Online, source
