• All seven independent directors resigned from 23andMe's board Tuesday, effective immediately.
• The directors had formed a special committee in March tasked with helping the struggling company find a new path forward.
• In a memo to employees, CEO Anne Wojcicki said she was "surprised and disappointed by the decision."

All seven independent directors of 23andMe resigned from the company's board Tuesday, a move that CEO Anne Wojcicki said left her "surprised and disappointed," according to a memo to employees.

Wojcicki, who co-founded 23andMe in 2006, said she remains committed to taking the company private.

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

Wojcicki submitted a proposal to take the company private in July, but it was rejected by the special committee, in part because it didn't provide a premium to the closing price of 40 cents per share at the time.

In a letter to Wojcicki on Tuesday, the directors said they had yet to see a "fully financed, fully diligenced, actionable proposal that is in the best interests of the non-affiliated shareholders." The directors said they disagree with Wojcicki about the "strategic direction for the company," so they decided to resign effective immediately.

"That we have not seen any notable progress over the last 5 months leads us to believe no such proposal is forthcoming," they wrote. "The Special Committee is therefore unwilling to consider further extensions, and the Board agrees with the Special Committee's determination."

Wojcicki wrote in the employee memo, which was viewed by CNBC, that she still sees taking 23andMe private as its "best opportunity for long term success." The company will begin a search for new independent directors to join the board, she added.

Far from its onetime valuation of $3.5 billion, 23andMe now has a market cap of under $200 million. The shares closed at 34 cents on Tuesday.

Here's Wojcicki's full memo:

Team 23,

We wanted to let you know that the 23andMe Board issued a press release this afternoon stating that all of the independent directors have resigned from the Board, effective immediately.

I am surprised and disappointed by the decision of the directors to resign.    

I have been committed to the mission of 23andMe for the last 18 years and believe strongly in the potential for genetic information to transform healthcare and the therapeutic discovery process. I remain committed to our customers, my employees and to our stockholders to achieve our goals.  I continue to believe that we will be better positioned to achieve our mission and goals outside of the short term pressures of the public markets and that taking 23andMe private will be the best opportunity for long term success. 

We will immediately begin identifying independent directors to join the board.  I want to thank the directors for their service to the company and its stockholders. 

I don't have additional information to share at this time, but we will update as we can at Thursday's Feisty.   

Anne

WATCH: 23andMe CEO files to take company private