23andMe CEO Anne Wojcicki expresses surprise and disappointment over board resignations, as detailed in the memo.

• All seven independent directors resigned from 23andMe's board Tuesday, effective immediately.
• In March, a special committee was established by the directors to assist the struggling company in finding a new direction.
• In a memo to employees, CEO Anne Wojcicki expressed her "surprise and disappointment" regarding the decision.

On Tuesday, all seven independent directors resigned from the company's board, leaving CEO Anne Wojcicki "surprised and disappointed," as stated in a memo to employees.

Wojcicki, the co-founder of 23andMe, stated that she remains dedicated to keeping the company private.

In 2021, the genetic-testing company went public through a special purpose acquisition company (SPAC), but its share price has been declining since then, dropping more than 95% from its high. As a result, the directors formed a special committee in late March to explore potential paths forward.

In July, Wojcicki presented a plan to make the company private, but it was turned down by the special committee due to insufficient premium to the 40 cents per share closing price at that time.

The directors resigned effective immediately as they disagreed with Wojcicki about the "strategic direction for the company" and had not yet seen a "fully financed, fully diligenced, actionable proposal that is in the best interests of the non-affiliated shareholders."

"The Special Committee has determined that no notable progress has been made over the past 5 months, leading them to believe that no proposal is forthcoming. As a result, the Board agrees with the Special Committee's decision not to consider further extensions."

Wojcicki stated in a memo viewed by CNBC that she believes the best chance for 23andMe's long-term success is to remain private. She also announced that the company will begin searching for new independent directors to join the board.

23andMe's market cap is now under $200 million, a significant decrease from its initial valuation of $3.5 billion. The shares closed at 34 cents on Tuesday.

Here's Wojcicki's full memo:

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