23andMe Announces Completion of 1-for-20 Reverse Stock Split
October 16 2024 - 7:15AM
23andMe Holding Co. (Nasdaq: ME) (the “Company” or “23andMe”),
announced today the completion of the previously announced 1-for-20
reverse stock split of the Company’s Class A and Class B common
stock and confirmed that such reverse stock split became effective
as of 12:01 a.m. EST on October 16, 2024 (the “Effective Time”).
The Company effected the reverse stock split by filing an
amendment to the Company’s Certificate of Incorporation with the
Secretary of State of the State of Delaware. The Company’s Class A
common stock began trading on The Nasdaq Capital Market on a
split-adjusted basis when the market opened today, October 16,
2024, under a new CUSIP number, 90138Q306.
As a result of the reverse stock split, each 20 shares of the
Company’s Class A and Class B common stock issued and outstanding
immediately prior to the Effective Time were automatically combined
into one share of Class A common stock and Class B common stock,
respectively. No fractional shares were issued to stockholders.
Stockholders who otherwise would have been entitled to receive
fractional shares because they held a number of shares not evenly
divisible by the reverse stock split ratio were automatically
entitled to receive an additional fraction of a share of Class A
common stock or Class B common stock to round up to the next whole
share.
The same 1-for-20 reverse stock split ratio was used to effect
the reverse stock split of both Class A and Class B common stock,
and accordingly, all stockholders were affected proportionately.
The reverse stock split reduced the Company’s issued and
outstanding shares of common stock from approximately 350,292,546
shares of Class A common stock and 166,443,192 shares of Class B
common stock to approximately 17,514,628 and 8,322,160 shares,
respectively.
The number of shares of Class A common stock subject to the
Company’s outstanding restricted stock unit and stock option
awards, as well as the relevant exercise price per share with
respect to such outstanding stock option awards, were
proportionately adjusted to reflect the reverse stock split. The
number of shares authorized and available for issuance under the
Company’s incentive equity plan and employee stock purchase plan
was also reduced to 10,034,656 shares of Class A common stock and
580,456 shares of Class A common stock, respectively, using the
same 1-for-20 split ratio.
About 23andMe
23andMe is a genetics-led consumer healthcare and therapeutics
company empowering a healthier future. For more information, please
visit www.23andme.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact,
included or incorporated in this press release are forward-looking
statements. The words “believes,” “anticipates,” “estimates,”
“plans,” “expects,” “intends,” “may,” “could,” “should,”
“potential,” “likely,” “projects,” “predicts,” “continue,” “will,”
“schedule,” and “would” or, in each case, their negative or other
variations or comparable terminology, are intended to identify
forward-looking statements, although not all forward-looking
statements contain these identifying words. These forward-looking
statements are predictions based on 23andMe’s current expectations
and projections about future events and various assumptions.
23andMe cannot guarantee that it will actually achieve the plans,
intentions, or expectations disclosed in its forward-looking
statements and you should not place undue reliance on 23andMe’s
forward-looking statements. These forward-looking statements
involve a number of risks, uncertainties (many of which are beyond
the control of 23andMe), or other assumptions that may cause actual
results or performance to differ materially from those expressed or
implied by these forward-looking statements. Among such risks and
uncertainties are unexpected developments with respect to the
reverse stock split, including, without limitation, future
decreases in the price of the Company’s Class A common stock
whether due to, among other things, the completion of the reverse
stock split, the Company’s inability to make its Class A common
stock more attractive to a broader range of institutional or other
investors, or an inability to increase the stock price in an amount
sufficient to satisfy compliance with the Nasdaq’s minimum closing
bid price requirement for continued listing. The forward-looking
statements contained herein are also subject generally to other
risks and uncertainties that are described from time to time in the
Company’s filings with the Securities and Exchange Commission,
including under Item 1A, “Risk Factors” in the Company’s most
recent Annual Report on Form 10-K, as filed with the Securities and
Exchange Commission, and as revised and updated by the Company’s
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The
statements made herein are made as of the date of this press
release and, except as may be required by law, the Company
undertakes no obligation to update them, whether as a result of new
information, developments, or otherwise.
For further information, please contact:
23andMe
press@23andme.com
investors@23andme.com
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