Amendment: Ginkgo Bioworks Holdings Inc. filed SEC Form 8-K: Costs Associated with Exit or Disposal Activities
$DNA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 9, 2024
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Explanatory Note
This Current Report on Form 8-K/A (the “Current Report”) amends the Current Report on Form 8-K filed by Ginkgo Bioworks Holdings, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on May 9, 2024 (the “Original Report”) and is being filed solely in order to amend and supplement the Company’s disclosure contained in Item 2.05 of the Original Report. The Original Report otherwise remains unchanged.
Item 2.05. Costs Associated with Exit or Disposal Activities.
As previously announced, on May 9, 2024, in connection with the Company’s multi-year plan to reduce operational expenditures, management approved a plan for restructuring actions, including an expected reduction in labor expenses of at least 25% and a planned consolidation of certain of its facilities. On June 17, 2024, the Company, with approval of its Board of Directors, began implementing its restructuring plan with headcount reductions, which the Company expects to result in a total reduction of at least 35% of the workforce when all impacted employees have departed. The Company continues to expect the headcount reductions to be substantially completed in 2025, subject to local laws. The aggregate expected costs and overall timing for completion of the restructuring plan is not yet fully known; however, the Company expects the initial headcount reductions in June 2024 will result in cash costs of at least $12 million in severance and related separation costs. The Company will provide further details at its earnings call for the second quarter of 2024 and its Quarterly Report on Form 10-Q for the three months ending June 30, 2024, and by amendment to this Current Report on Form 8-K at such time as it is able to estimate the total costs the Company expects to incur.
Forward-Looking Statements
Item 2.05 of this Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws, including statements related to the Company’s expected operating expense reductions, the expected timing and effect of such reduction, the charges and financial impact associated with such reductions, and the timing of headcount reductions. These forward-looking statements generally are identified by the words “believe,” “can,” “project,” “potential,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) our ability to realize near-term and long-term cost savings associated with our site consolidation plans, including the ability to terminate leases or find sub-lease tenants for unused facilities, (ii) volatility in the price of the Company’s securities due to a variety of factors, including changes in the competitive and highly regulated industries in which the Company operates and plans to operate, variations in performance across competitors, and changes in laws and regulations affecting the Company’s business, (iii) the ability to implement business plans, forecasts, and other expectations, and to identify and realize additional business opportunities, (iv) the risk of downturns in demand for products using synthetic biology, (v) the uncertainty regarding the demand for passive monitoring programs and biosecurity services, (vi) changes to the biosecurity industry, including due to advancements in technology, emerging competition and evolution in industry demands, standards and regulations, (vii) the outcome of any pending or potential legal proceedings against the Company, (viii) our ability to realize the expected benefits from and the success of our Foundry platform programs, (ix) our ability to successfully develop engineered cells, bioprocesses, data packages or other deliverables, (x) the product development or commercialization success of our customers, and (xi) the potential negative impact on our business of our planned reduction in force or the failure to realize the anticipated savings associated therewith. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 29, 2024, the Company’s most recent quarterly report on Form 10-Q, and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GINKGO BIOWORKS HOLDINGS, INC. | ||||||||
| Date: June 24, 2024 | By: | /s/ Mark Dmytruk | ||||||
| Name: | Mark Dmytruk | |||||||
| Title: | Chief Financial Officer | |||||||