--- title: "The sale of 23andMe and its genetic data to TTAM" language: en canonical: https://dossiertwist.com/dossiers/case-23andme-holding-co/sale-to-ttam/ as_of: 2026-10-17 keywords: ["23andMe Holding Co.","Chrome Holding Co.","VG Acquisition Corp.","23andMe, Inc.","ChromeCo","Anne Wojcicki","TTAM Research Institute","23andMe Research Institute","Regeneron","Lemonaid Health","Lemonaid SPV","Chapter 11","data breach","credential stuffing","genetic data","Special Committee","Plan Administration Trust","Information Commissioner","California Attorney General","Virgin Group"] --- # The sale of 23andMe and its genetic data to TTAM **Question.** Who bought 23andMe's genetic-data business, and on what terms? **Answer.** After an auction that Regeneron first won with $256 million, TTAM Research Institute, a non-profit created and funded by Anne Wojcicki, raised its offer to $305 million and was chosen on June 13, 2025. To meet state genetic-privacy objections the debtors moved the business into a subsidiary, NewCo, and sold its shares, so that no data passed directly. The court approved the sale on June 27, holding that state law applied but was not breached, and it closed on July 14, 2025 for $302.5 million in cash. California's appeal was dismissed in September 2026 as statutorily moot and for lack of standing. ## The data and the privacy safeguards - Analysis: According to the court, the debtors held data on about 13 million customers at the sale hearing, more than 80% of whom had consented to research; the assets were saliva samples in biobanks and electronic data such as DNA results, names and email addresses, and about 1.9 million customers had deleted their accounts since the filing. The objecting states, citing the purchase agreement, described the data as biological samples, genotype data and personal information, and gave counts of 10,397,824 biobank-consented customers and genetic information for over 15 million consumers as of May 3, 2025. The court found that every privacy statement since 2007 had warned that personal information could be sold with the business; the states noted that on June 8, 2022 the company removed an assurance that data would not be sold for research without explicit consent. [src-018] [src-056] - Analysis: On March 31, 2025 FTC Chairman Andrew N. Ferguson wrote to the U.S. Trustee that any sale of users' personal information and samples, including those of 23andMe, Inc. and Lemonaid Health, would be subject to the company's privacy representations and that any buyer should agree to be bound by them, noting Wojcicki's September 2024 pledge to keep the privacy policy after any acquisition by her. The Canadian and UK commissioners wrote in April that their laws would apply. On April 29 the parties agreed to a Consumer Privacy Ombudsman, without prejudice to the debtors' view that one was not needed; Neil M. Richards filed his non-binding report on June 11, 2025. Selsavage told the Senate committee that bids from countries of concern were barred, that bidders had to follow the privacy policies and that genetic data was stored apart from identifiers; Regeneron and TTAM were then the two remaining bidders. [src-077] [src-073] [src-012] [src-029] ## The auction and TTAM - Analysis: Bidding procedures were entered on March 28, 2025; Moelis contacted about 57 potential buyers, 32 indications of interest arrived, no stalking horse was named, and seven qualified bidders took part in an auction opened at $52 million from May 14 to 16. The debtors chose Regeneron's $256 million bid for everything except Lemonaid, signed with it on May 17 and named TTAM, at $146 million, as backup. The court found that Wojcicki created TTAM Research Institute soon after the filing to buy the assets: a non-profit public-benefit corporation, fully funded by her and her affiliates, of which she is chief executive, president and one of three directors. [src-012] [src-018] [src-035] - Analysis: TTAM then raised its offer to $305 million; after final-round procedures approved on June 6, the debtors chose it on June 13, 2025, with Regeneron as backup at $151 million. Under the Chrome Purchase Agreement TTAM agreed to buy substantially all the Chrome debtors' assets for $302.5 million and to sponsor a plan to acquire the Lemonaid debtors for $2.5 million. On June 14 the debtors elected an equity sale: the assets would move to a new wholly owned subsidiary, NewCo, and its shares would be sold to TTAM, so that no genetic data passed to TTAM directly. TTAM undertook to keep the business, staff, data access and petition-date privacy policy, including deletion and opt-out rights, not to share data with insurers, to follow privacy laws even where its non-profit status might excuse it, to form an independent privacy advisory board within ninety days and to provide two years of identity-theft monitoring. [src-012] [src-005] [src-049] [src-018] ## The states' objections - Analysis: Attorneys general of more than 30 states and the District of Columbia objected. Some argued that selling the genetic data of more than 13 million customers needed each customer's new opt-in consent, while accepting that a purchase structured as a change of ownership might be lawful without it; they also argued that the agreements in effect sold the data free and clear, and that a non-profit buyer should stay subject to state privacy laws. On June 9, 2025 twenty-eight states and the District of Columbia, led by Arizona, sued for a declaration, and Texas filed its own suit, in which a preliminary injunction was denied on June 18. The debtors maintained that the transaction complied with their policies and the law and restructured it as the NewCo sale, which resolved the objections of 29 of 34 objecting jurisdictions; the court overruled the remaining objectors. The Global BioData Trust (CAVEAT) asked the court to treat the data as held in trust. [src-012] [src-056] [src-049] [src-080] [src-064] - Documented: On June 9, 2025 twenty-eight states and the District of Columbia, led by Arizona, filed an adversary proceeding (No. 25-04035) seeking a declaration on the debtors' rights to sell each customer's genetic material and data without express informed consent, and Texas filed its own (No. 25-04036); on June 18, 2025 the court denied Texas a preliminary injunction against the sale. [src-056] [src-080] [src-064] - Outcome: After the sale closed, Texas dismissed its suit on July 21, 2025 and the multistate plaintiffs filed a joint notice of dismissal on July 30, 2025; the multistate case was closed on July 31, 2025. - Analysis: On June 30, 2025 Pennsylvania Attorney General Dave Sunday announced that a group of attorneys general who had sued and objected supported the sale to TTAM on the agreed conditions, while still objecting to consumer DNA ever being part of a bankruptcy auction. After the sale closed Texas dismissed its suit on July 21 and the multistate plaintiffs theirs on July 30, 2025. [src-041] [src-056] [src-080] [src-064] ## The court's ruling - Analysis: After a contested hearing on June 18 and 20, Judge Brian C. Walsh approved the sale on June 27, 2025 (Docket No. 908). He held that the debtors had to comply with state law, rejecting the argument that section 363(b)(1) pre-empts it, but found that their privacy policies authorised or did not prohibit a sale with the business, subject to customers' right to opt out. Moving the data to a wholly owned NewCo was not a transfer to a third party under California's statute or to a person under the Kentucky, Tennessee, Texas and Utah statutes, and selling NewCo's shares needed no consent because those laws do not regulate a change of ownership. He rejected Texas's property-right argument, Utah's purpose-limitation argument, and the sub rosa plan, fraudulent-transfer and 28 U.S.C. § 959(b) arguments, and found NewCo and TTAM good-faith purchasers. [src-018] [src-012] - Analysis: The court found that the $305 million price, including $302.5 million in cash, was nearly six times the opening bid, set by a process run by independent directors, and that even treating Wojcicki as an insider she would not benefit unfairly, because she was investing more than $300 million of her own funds and would own a non-profit; TTAM would remain subject to state genetic-privacy laws. It declined the ombudsman's recommended conditions, including separate consent from each customer, although the ombudsman had been unable to conclude that the sale would not violate state laws, shortened the stays to 10 days and summed up the transaction as Wojcicki's repurchase of a business she co-founded and ran, involving a sale of customer data only in a technical sense. [src-018] ## Appeals, closing and the buyer - Analysis: California and CAVEAT appealed on July 3, 2025; the bankruptcy court, the district court and, on July 11, the Eighth Circuit all refused a stay, California's emergency motion having sought to stop the transfer of the data and samples of about 1.8 million Californians; California withdrew its Eighth Circuit appeal on August 11, 2025, according to the disclosure statement. The sale closed at about 8:00 a.m. Eastern Time on July 14, 2025: substantially all assets went to 23andMe Research Institute, formerly TTAM, for $302.5 million in cash plus assumed liabilities, the debtors keeping Lemonaid. On September 29, 2026 Judge Cristian M. Stevens dismissed the district-court appeal for lack of appellate standing and as statutorily moot under section 363(m), the findings of good faith not being clearly erroneous. [src-012] [src-085] [src-040] [src-017] [src-049] - Analysis: On the buyer's side the case lists 23andMe Research Institute, TTAM 2.0, LLC, 23andMe Employees LLC, 23andMe Genomics LLC and 23andMe Research LLC, represented by the same firm as Wojcicki, ABeeC 2.0, her trust and her foundation; the ownership of the four LLCs is not stated in the record. A 2026 conference profile describes Wojcicki as the Institute's founder and chief executive, consistent with the court's finding that she created and leads it. [src-065] [src-088] [src-068] ## Sources - [src-018] Memorandum opinion on the sale of the debtors' assets to TTAM Research Institute, U.S. Bankruptcy Court, E.D. Mo. - [src-056] Adversary complaint of the State of Arizona and other states against 23andMe, Inc. (Adv. No. 25-04035), Office of the New York State Attorney General (copy of a court filing), 2025-06-09 - [src-077] Letter of the FTC Chairman to the U.S. Trustee on the 23andMe sale, U.S. Federal Trade Commission, 2025-03-31 - [src-073] Summary of the joint investigation of 23andMe by the privacy commissioners of Canada and the UK, Office of the Privacy Commissioner of Canada, 2025-06-17 - [src-012] Disclosure statement for the joint plan of Chrome Holding Co. and its debtor affiliates, Exhibit 99.2 to Form 8-K, U.S. Securities and Exchange Commission (EDGAR), 2025-08 - [src-029] Written statement of Joseph Selsavage for the U.S. Senate Judiciary Committee hearing "23 and You", U.S. Senate Committee on the Judiciary, 2025-06-11 - [src-035] Chrome Holding Co. annual report on Form 10-K for the fiscal year ended March 31, 2025, U.S. Securities and Exchange Commission (EDGAR), 2025 - [src-005] Schedule 13D Amendment No. 13 filed by Anne Wojcicki and affiliates regarding 23andMe Holding Co., U.S. Securities and Exchange Commission (EDGAR), 2025-06 - [src-049] Court record source · src-049 - [src-080] Court record source · src-080 - [src-064] Court record source · src-064 - [src-041] Pennsylvania Attorney General statement supporting the proposed sale, Office of the Pennsylvania Attorney General - [src-085] Court record source · src-085 - [src-040] Court record source · src-040 - [src-017] Chrome Holding Co. Form 8-K on the Lemonaid stock purchase agreement (event of September 10, 2025), U.S. Securities and Exchange Commission (EDGAR), 2025-09 - [src-065] Court record source · src-065 - [src-088] Court opinions collection for Case No. 4:25-bk-40976, U.S. Government Publishing Office (GovInfo) - [src-068] Other source · src-068