Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On March 6, 2025, Ms. Wojcicki delivered a non-binding proposal to the Special Committee, pursuant to which Ms. Wojcicki indicated that she would be willing to enter into a transaction to acquire all of the Issuer's outstanding shares of common stock not owned by her or her affiliates or any other stockholders she invites to "roll-over" their current equity shares for total consideration of up to $2.94 per share, including upfront cash consideration of $0.41 per share of Class A Common Stock or Class B Common Stock (on an as-converted basis) and three contingent value rights ("CVRs") representing the potential to receive an additional $2.53 per share in the aggregate (the "March 6 Proposal"). The CVRs would be payable in cash upon the achievement of specified revenue milestones for fiscal years 2026, 2027, and 2028, as fully detailed in the March 6 Proposal. The March 6 Proposal indicated that Ms. Wojcicki would be willing to provide financing for the Issuer's operations through the closing of the potential transaction at a 7% interest rate and a maturity after the closing of the potential transaction. The March 6 Proposal also indicated that the potential transaction, and any other corporate acts related to the potential transaction, are conditioned upon the approval of (1) the Special Committee and (2) the majority of the shares of the Issuer that are not beneficially owned by Ms. Wojcicki, her affiliates or stockholders she invites to "roll-over" their current equity shares. The March 6 Proposal indicated that the potential transaction would not be subject to any financing contingency. The foregoing is a summary of the March 6 Proposal and is qualified in its entirety by reference to the full text of the March 6 Proposal, a copy of which is attached hereto as Exhibit 4 and incorporated by reference herein. The March 6 Proposal may result in one or more of the transactions, events or actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D, including without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Class A Common Stock of the Issuer and other material changes to the Issuer's business or corporate structure. There can be no assurance that the foregoing, or anything related to the March 6 Proposal, will result in any definitive agreement, transaction or any other strategic alternative, nor whether or when any of the foregoing may happen. Notwithstanding anything contained herein, the Reporting Persons reserve the right to modify or withdraw the March 6 Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. The Reporting Persons do not intend to update additional disclosures regarding the March 6 Proposal until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable U.S. securities laws. The Reporting Persons intend to engage in discussions with the Special Committee regarding the terms of the March 6 Proposal. The Reporting Persons may change the terms of the March 6 Proposal, determine to accelerate or terminate discussions with the Special Committee with respect to the March 6 Proposal, withdraw the March 6 Proposal, take any action to facilitate or increase the likelihood of consummation of the March 6 Proposal, or change their intentions with respect to any such matters, in each case at any time and without prior notice. The Reporting Persons and their affiliates will, directly or indirectly, continue to take and take such additional steps as they may deem appropriate to further the March 6 Proposal or to otherwise support their investment in the Issuer, including, without limitation: (1) engaging in discussions with advisors and other relevant parties and (2) entering into agreements, arrangements and understandings in connection with the March 6 Proposal. Neither the March 6 Proposal nor this Amendment No. 10 is meant to be, nor should be construed as, an offer to buy or the solicitation of an offer to sell any of the Issuer's securities.