Statistiche di base
| CIK | 1818331 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GeneDx Holdings Corp. - Equity Warrant
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| May 4, 2026 |
Exhibit 10.3 GENEDX HOLDINGS CORP. (“Company”) Non-Employee Director Compensation Policy Effective April 10, 2025, Amended April 23, 2026 The Company’s Board of Directors (the “Board”) believes it is in the best interests of the Company and its stockholders to adopt a compensation program for non-employee directors as set forth herein (the “Non-Employee Director Compensation Policy” or the “Policy |
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| May 4, 2026 |
genedx-securityagreement Execution Version 4934-8428-7883 v.8 SECURITY AGREEMENT Dated as of February 27, 2026 by GENEDX HOLDINGS CORP. (as a Grantor), and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION (as Agent) Exhibit 10.2 i 4934-8428-7883 v.8 TABLE OF CONTENTS Page ARTICLE I. DEFINED TERMS .................................................. |
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| May 4, 2026 |
wgsq12026earningspresent GeneDx Nasdaq: WGS Q1 2026 Earnings Presentation May 2026 Exhibit 99. |
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| May 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 4, 2026 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorpora |
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| May 4, 2026 |
genedx-creditagreementex EXECUTION VERSION 4924-9440-6280 v.15 LOAN AGREEMENT Dated as of February 27, 2026 between GENEDX HOLDINGS CORP., (as Borrower), CERTAIN SUBSIDIARIES OF BORROWER FROM TIME TO TIME PARTY HERETO, (as other Credit Parties), WILMINGTON TRUST, NATIONAL ASSOCIATION, (as Agent), BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP AND BLACKSTONE LIFE SCIENCES ADVISORS L.L.C., (collectively, |
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| May 4, 2026 |
GeneDx Reports First Quarter 2026 Financial Results and Updates Full-Year Outlook Exhibit 99.1 GeneDx Reports First Quarter 2026 Financial Results and Updates Full-Year Outlook •Reported first quarter 2026 revenue of $102.3 million with 27% year-over-year growth in exome and genome revenue •Reported exome and genome volume growth of 34% year-over-year •Reported adjusted gross margin(1) of 69% and adjusted net loss(1) of $8.2 million •Updating full-year 2026 revenue guidance to |
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| May 4, 2026 |
Exhibit 99.2 GeneDx Holdings Corp. Unaudited Supplemental Financial Information (in thousands, except share and per share amounts) This unaudited supplemental financial information covers the fiscal year ended December 31, 2025 and each of the interim periods within that year and reflects (1) the reclassification of the previously separate “selling and marketing” and “general and administrative” l |
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| May 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorporation or org |
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| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 30, 2026 |
a10k-genedxfy2025ars UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 2, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 27, 2026 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of inc |
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| February 23, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-394 |
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| February 23, 2026 |
saulholdings-fullyexecut FLEX SPACE OFFICE LEASE THIS FLEX SPACE OFFICE LEASE (the "Lease"), made this I c, - n-\ day of OISC-6/v' e,Gi<- , 2019 (the "Lease Date"), by and between Saul Holdings Limited Partnership, a Maryland limited partnership (hereinafter "Landlord"); and GeneDX, Inc. |
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| February 23, 2026 |
q42025earningspresentati GeneDx Nasdaq: WGS Q4 Earnings Presentation February 2026 Exhibit 99. |
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| February 23, 2026 |
SUBSIDIARIES OF GENEDX HOLDINGS CORP. * Exhibit 21.1 SUBSIDIARIES OF GENEDX HOLDINGS CORP. * Subsidiary name Jurisdiction of incorporation or organization Sema4 OpCo, Inc. Delaware, United States GeneDx, LLC Delaware, United States * Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of GeneDx Holdings Corp. are omitted because, considered in the aggregate, they would not constitute a significant subsidia |
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| February 23, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 GeneDx Holdings Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Class A common stock, $0.0001 par value per share Other 1,462,264 $ 89.345 $ 130,645,977.08 0.0001381 $ 18,042. |
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| February 23, 2026 |
GENEDX HOLDINGS CORP. NOTICE OF INDUCEMENT RESTRICTED STOCK UNIT GRANT Exhibit 10.33 GENEDX HOLDINGS CORP. NOTICE OF INDUCEMENT RESTRICTED STOCK UNIT GRANT As a material inducement to the employment of the Participant named below, the Participant has been granted an award of restricted stock units (the “RSUs”) by GeneDx Holdings Corp. (the “Company”) pursuant to the Company’s 2023 Equity Inducement Plan (the “Plan”). The RSUs are also subject to the terms and conditi |
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| February 23, 2026 |
Exhibit 99.1 GeneDx Reports Fourth Quarter and Full Year 2025 Financial Results and Reaffirms Guidance for Full Year 2026 •Reported fourth quarter 2025 revenues of $121.0 million with 32% year-over-year growth in exome and genome test revenue (42% excluding a one-time 2024 benefit) •Accelerated exome and genome volume growth to 34% year-over-year •Reported fourth quarter 2025 adjusted gross margin |
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| February 23, 2026 |
genedxfirstamendmenttole DocuSign Envelope ID: FFA20ACF-4DOE-4A31-ABE8-6AC55D776382 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into this gTH’ day of jAwV‘AQ‘i 202$ {263— (“First Amendment Date”) by and between Saul Holdings Limited Partnership, a Maryland limited partnership (hereinafter referred to as “Landlord”) and GeneDX, Inc. |
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| February 23, 2026 |
As filed with the Securities and Exchange Commission on February 23, 2026 As filed with the Securities and Exchange Commission on February 23, 2026 Registration No. |
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| February 23, 2026 |
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary sets forth certain material terms and provisions of our securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes relevant provisions of the General Corporation Law of Del |
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| February 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 23, 2026 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of inc |
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| January 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 12, 2026 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of inco |
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| January 12, 2026 |
GeneDx Announces Preliminary 2025 Financial Results and Provides 2026 Guidance Exhibit 99.1 GeneDx Announces Preliminary 2025 Financial Results and Provides 2026 Guidance •Expects full year 2025 revenues of $427 million, with exome and genome revenue up 54% (58% excluding a one-time 2024 benefit) •Expects fourth quarter 2025 revenues of $121 million, with exome and genome revenue up 32% (43% excluding a one-time 2024 benefit) •Expects full year 2025 exome and genome volume g |
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| January 12, 2026 |
jpmorgan2026presentation GeneDx Nasdaq: WGS J.P. Morgan Healthcare Conference January 2026 San Francisco, California Exhibit 99.2 2 Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding our f |
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| October 28, 2025 |
Calculation of Filing Fee Tables S-3 GeneDx Holdings Corp. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initi |
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| October 28, 2025 |
As filed with the Securities and Exchange Commission on October 28, 2025 As filed with the Securities and Exchange Commission on October 28, 2025 Registration No. |
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| October 28, 2025 |
q32025earningspresentati GeneDx (Nasdaq: WGS) 3Q 2025 Earnings Presentation October 28, 2025 Exhibit 99. |
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| October 28, 2025 |
GeneDx Reports Third Quarter 2025 Financial Results and Business Highlights Exhibit 99.1 GeneDx Reports Third Quarter 2025 Financial Results and Business Highlights •Reported third quarter 2025 revenues of $116.7 million with 65% year-over-year growth in exome and genome test revenue •Accelerated exome and genome volume growth to 33% year-over-year •Expanded adjusted gross margin to 74% and generated adjusted net income1 of $14.7 million for the third quarter 2025 •Raised |
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| October 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorporation or |
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| October 28, 2025 |
GENEDX HOLDINGS CORP. $100,000,000 CLASS A COMMON STOCK SALES AGREEMENT Exhibit 1.2 GENEDX HOLDINGS CORP. $100,000,000 CLASS A COMMON STOCK SALES AGREEMENT October 28, 2025 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 Ladies and Gentlemen: GeneDx Holdings Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with TD Securities (USA) LLC (“TD Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agre |
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| October 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 28, 2025 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of inco |
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| September 30, 2025 |
144 0001689575 XXXXXXXX LIVE 0001818331 GeneDx Holdings Corp. 001-39482 333 Ludlow St, North Tower 6th Floor Stamford CT 06902 888-729-1206 Katherine Stueland Officer Director Class A Common Stock Morgan Stanley Smith Barney 2000 Westchester Avenue Purchase NY 10577 16425 1769600 28726248 09/30/2025 NASDAQ Class A Common Stock Merrill Lynch 2049 Century Park E Ste 1200 Los Angeles CA 90067 12858 1 |
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| September 30, 2025 |
144 0001944119 XXXXXXXX LIVE 0001818331 GeneDx Holdings Corp. 001-39482 333 Ludlow St, North Tower 6th Floor Stamford CT 06902 888-729-1206 Kevin Feeley Officer Class A Common Stock Morgan Stanley Smith Barney 2000 Westchester Avenue Purchase NY 10577 5805 625400 28726248 09/30/2025 NASDAQ Class A Common Stock Merrill Lynch 2049 Century Park E Ste 1200 Los Angeles CA 90067 6609 716260 28726248 09/ |
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| September 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 17, 2025 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of in |
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| September 10, 2025 |
X0101 EFFECT 33 LIVE 2025-09-10 0001818331-25-000117 POS AM 0001818331 GeneDx Holdings Corp. 333-267112 |
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| September 5, 2025 |
As filed with the Securities and Exchange Commission on September 5, 2025 As filed with the Securities and Exchange Commission on September 5, 2025 Registration No. |
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| August 27, 2025 |
144 0001585017 XXXXXXXX LIVE 0001818331 GeneDx Holdings Corp. 001-39482 333 LUDLOW STREET NORTH TOWER, 6TH FLOOR STAMFORD CT 06902 888-729-1206 Ryan Jason Director Common Merrill Lynch 2049 Century Park E Ste 1200 Los Angeles CA 90067 39222 4990000.00 28726248 08/27/2025 Nasdaq Common 12/31/2023 Open market acquisition n/a N 38072 12/31/2023 cash Common 06/18/2025 RSU Vest Issuer N 1150 08/27/2025 |
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| July 30, 2025 |
July 30, 2025 Kevin Feeley Chief Financial Officer GeneDx Holdings Corp. 333 Ludlow Street North Tower 6th Floor Stamford, Connecticut 06902 Re: GeneDx Holdings Corp. Form 10-K for Fiscal Year Ended December 31, 2024 Form 10-Q for Fiscal Quarter Ended March 31, 2025 File No. 001-39482 Dear Kevin Feeley: We have completed our review of your filings. We remind you that the company and its management |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorporation or orga |
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| July 29, 2025 |
Exhibit 10.2 Execution Version JOINDER AGREEMENT This JOINDER AGREEMENT (this “Joinder”) dated as of July 2, 2025 is by FABRIC GENOMICS, INC., a Delaware corporation (the “Additional Grantor”), in favor of PERCEPTIVE CREDIT HOLDINGS IV, LP, a Delaware limited partnership, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties. A.Reference is made to (i) the |
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| July 29, 2025 |
uarantee Assumption Agreement, dated July 2, 2025, by Fabric Genomics, Inc. Exhibit 10.3 Execution Version Guarantee Assumption Agreement GUARANTEE ASSUMPTION AGREEMENT dated as of July 2, 2025 (this “Agreement”) by FABRIC GENOMICS, INC., a Delaware corporation (the “Additional Guarantor”), under that certain Credit Agreement and Guaranty, dated as of October 27, 2023 (as from time to time amended, restated, amended and restated, supplemented or otherwise modified, the “C |
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| July 29, 2025 |
Third Amended and Restated Certificate of Incorporation, as amended Exhibit 3.1 CM LIFE SCIENCES, INC. THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CM Life Sciences, Inc., a Delaware corporation, hereby certifies as follows: 1.The name of this corporation is “CM Life Sciences, Inc.” The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was July 10, 2020 (the “Original Certificate”), the |
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| July 29, 2025 |
finalq2earningspresentat GeneDx (Nasdaq: WGS) 2Q 2025 Earnings Presentation July 29, 2025 Exhibit 99. |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 29, 2025 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorpo |
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| July 29, 2025 |
GeneDx Reports Second Quarter 2025 Financial Results and Business Highlights Exhibit 99.1 GeneDx Reports Second Quarter 2025 Financial Results and Business Highlights •Reported second quarter 2025 revenues of $102.7 million with 69% year-over-year growth of exome and genome test revenue •Expanded adjusted gross margin to 71% and generated adjusted net income1 of $15.0 million for the second quarter 2025 •Raised guidance to deliver between $400 and $415 million in revenue w |
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| July 29, 2025 |
Non-Employee Director Compensation Policy, effective April 10, 202 Exhibit 10.1 GENEDX HOLDINGS CORP. (“Company”) Non-Employee Director Compensation Policy Effective April 10, 2025 The Company’s Board of Directors (the “Board”) believes it is in the best interests of the Company and its stockholders to adopt a compensation program for non-employee directors as set forth herein (the “Non-Employee Director Compensation Policy” or the “Policy”) to provide for an ann |
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| July 29, 2025 |
Policy Relating to Recovery of Erroneously Awarded Compensation. Exhibit 99 (Adopted July 21, 2023) GeneDx Holdings Corp. Compensation Recovery Policy The Board has determined that it is in the best interests of the Company and its stockholders to adopt this Policy enabling the Company to recover from specified current and former Company executives certain incentive-based compensation in the event of an accounting restatement resulting from material noncomplian |
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| July 16, 2025 |
July 16, 2025 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N. |
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| June 18, 2025 |
June 18, 2025 Kevin Feeley Chief Financial Officer GeneDx Holdings Corp. 333 Ludlow Street North Tower 6th Floor Stamford, Connecticut 06902 Re: GeneDx Holdings Corp. Form 10-K for Fiscal Year Ended December 31, 2024 Form 10-Q for Fiscal Quarter Ended March 31, 2025 File No. 001-39482 Dear Kevin Feeley: We have reviewed your filings and have the following comment. Please respond to this letter wit |
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| June 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 18, 2025 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorpo |
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| April 30, 2025 |
Exhibit 99.1 GeneDx Reports First Quarter 2025 Financial Results and Business Highlights Reported first quarter 2025 revenues of $87.1 million with 62% year-over-year growth of exome and genome test revenue Generated first quarter 2025 adjusted net income1 of $7.7 million Announced plans to acquire Fabric Genomics Raised guidance to deliver between $360 and $375 million in revenue and reaffirmed o |
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| April 30, 2025 |
GeneDx (Nasdaq: WGS) 1Q 2025 Earnings Presentation April 30, 2025 Exhibit 99.2 2 Forward Looking Statements This presentation contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding our future performance and our market opportunity, including our expected full year 2025 reported revenue and volume guidance, adjusted gross margin |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorporation or org |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 30, 2025 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorp |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39482 GeneDx Holdings |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 16, 2025 |
EXECUTION VERSION Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among GENEDX HOLDINGS CORP., a Delaware corporation, PROJECT FLARE MERGER SUB, INC., a Delaware corporation, FABRIC GENOMICS, INC., a Delaware corporation, AND MARTIN REESE, as the Agent, Dated as of April 15, 2025 1617803317.10 TABLE OF CONTENTS Page 1.1 Defined Terms 2 1.2 Interpretation 22 ARTICLE 2 THE MERGER 23 2.1 The Merger. |
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| April 16, 2025 |
A new era in genomic medicine: decentralized AI-powered interpretation with centralized intelligence April 16, 2025 GeneDx to acquire Fabric Genomics Exhibit 99. |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 16, 2025 (April 15, 2025) Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other juris |
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| April 16, 2025 |
Exhibit 99.1 GeneDx to Acquire Fabric Genomics, Enabling Decentralized, AI-Powered Testing at Global Scale Combining GeneDx’s industry-leading rare disease data asset and Fabric Genomics’ AI-powered platform furthers the Company’s leadership and creates an unrivaled platform to deliver global access to genomic information Accelerates the NICU, enables newborn screening, and opens global market opp |
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| February 20, 2025 |
Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary sets forth certain material terms and provisions of our securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes relevant provisions of the General Corporation Law of Del |
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| February 20, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-394 |
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| February 20, 2025 |
Amendment to Form of Restricted Stock Unit Award Agreement under the 2023 Equity Inducement Plan. Exhibit 10.42 GENEDX HOLDINGS CORP. NOTICE OF INDUCEMENT RESTRICTED STOCK UNIT GRANT As a material inducement to the employment of the Participant named below, the Participant has been granted an award of restricted stock units (the “RSUs”) by GeneDx Holdings Corp. (the “Company”) pursuant to the Company’s 2023 Equity Inducement Plan (the “Plan”). The RSUs are also subject to the terms and conditi |
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| February 20, 2025 |
As filed with the Securities and Exchange Commission on February 20, 2025 As filed with the Securities and Exchange Commission on February 20, 2025 Registration No. |
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| February 20, 2025 |
As filed with the Securities and Exchange Commission on February 20, 2025 As filed with the Securities and Exchange Commission on February 20, 2025 Registration No. |
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| February 20, 2025 |
Exhibit 19.1 GeneDx Holdings Corp. INSIDER TRADING POLICY Effective October 31, 2024 1.PURPOSE 1.1GeneDx Holdings Corp. and its affiliates are committed to promoting high standards of honest and ethical business conduct and compliance with laws, rules and regulations. Because stock is an important part of the compensation program of GeneDx Holdings Corp. and its affiliates, the Board of Directors |
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| February 20, 2025 |
As filed with the Securities and Exchange Commission on February 20, 2025 As filed with the Securities and Exchange Commission on February 20, 2025 Registration No. |
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| February 20, 2025 |
As filed with the Securities and Exchange Commission on February 20, 2025 As filed with the Securities and Exchange Commission on February 20, 2025 Registration No. |
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| February 20, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) GeneDx Holdings Corp. |
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| February 20, 2025 |
Exhibit 21.1 SUBSIDIARIES OF GENEDX HOLDINGS CORP. * Subsidiary name Jurisdiction of incorporation or organization Sema4 OpCo, Inc. Delaware, United States GeneDx, LLC Delaware, United States * Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of GeneDx Holdings Corp. are omitted because, considered in the aggregate, they would not constitute a significant subsidia |
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| February 18, 2025 |
Exhibit 99.1 GeneDx Reports Fourth Quarter and Full Year 2024 Financial Results and Issues Guidance for Full Year 2025 Grew fourth quarter 2024 revenues1 to $95.3 million Expanded fourth quarter 2024 adjusted gross margins1,2 to 70% Generated fourth quarter 2024 adjusted net income2 of $16.8 million FY 2025 revenue guidance of $350M to $360M, exome/genome volume and revenue growth of at least 30% |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 18, 2025 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of inc |
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| February 18, 2025 |
wgsq42024earningspresent GeneDx (Nasdaq: WGS) 4Q 2024 Earnings Presentation February 18, 2025 Exhibit 99. |
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| February 5, 2025 |
EX-99 2 POA13G-150010055520250128.txt EXHIBIT 99 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint Papa Lette, Akash Keshari, Regina Chan, Andrzej Szyszka, Ameen Soetan, Rahail Patel, Santosh Vinayagamoorthy, Sadhiya Raffique, Matthew Pomfret, Abhishek Vishwanathan, Mariana Audeves, Veronica Mupazviriwo, |
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| January 13, 2025 |
jpmorgan2025presentation GeneDx J.P. Morgan Healthcare Conference January 2025 San Francisco, California Exhibit 99.2 2 Forward Looking Statements This presentation contains forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not relate to historical facts and events and such statements and opinions |
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| January 13, 2025 |
Exhibit 99.1 GeneDx Announces Preliminary 2024 Financial Results Expects to exceed guidance with full year 2024 revenues1 of at least $299 million Expects fourth quarter 2024 revenues1 of at least $92 million Expects to exceed guidance with full year 2024 adjusted gross margin1 of at least 64% Expects fourth quarter 2024 adjusted gross margin1 of at least 68% STAMFORD, Conn., January 13, 2025 — Ge |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 13, 2025 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of inco |
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| January 2, 2025 |
Exhibit 99.1 GeneDx Strengthens Executive Leadership Team with Bryan Dechairo Named Chief Operating Officer Experienced Diagnostics Executive with a Proven Record of Driving Business Growth to Lead Product & Technology, Operations, Medical Affairs, Innovation and More New Executive Leadership Positions Company for Growth and Scale STAMFORD, Conn., January 2, 2025 - GeneDx (Nasdaq: WGS), a leader i |
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| January 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 2, 2025 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incor |
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| January 2, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 10, 2024 (the “Effective Date”) by and between GeneDx, LLC, a Delaware limited liability company (the “Employer”), and Bryan Dechairo (the “Executive”). W I T N E S S E T H : WHEREAS, the Employer is a wholly-owned subsidiary of GeneDx Holdings Corp. (together with the Employer and any other direct |
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| November 20, 2024 |
WGS / GeneDx Holdings Corp. / OPKO HEALTH, INC. - SCHEDULE 13D/A Activist Investment SC 13D/A 1 opk20241118sc13da.htm SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9*) GeneDx Holdings, Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 81663L200 (CUSIP Number) Steven D. Rubin Executive Vice President - Administration OPKO Health, I |
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| November 19, 2024 |
SC 13D/A 1 sc13da.htm SCHEDULE 13D, AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* GENEDX HOLDINGS CORP. (f/k/a SEMA4 HOLDINGS CORP.) (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663L101 (CUSIP Number) Mount Sinai Health System, Inc. 150 East 42nd Street Suit |
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| November 8, 2024 |
WGS / GeneDx Holdings Corp. / GOLDMAN SACHS GROUP INC Passive Investment SC 13G/A 1 GeneDxHoldings.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GENEDX HOLDINGS CORP. - (Name of Issuer) Class A common stock, par value $0.0001 per share - (Title of Class of Securities) 81663L200 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Stateme |
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| November 8, 2024 |
WGS / GeneDx Holdings Corp. / OPKO HEALTH, INC. - SCHEDULE 13D/A Activist Investment SC 13D/A 1 opk20241107sc13da.htm SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8*) GeneDx Holdings, Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 81663L200 (CUSIP Number) Steven D. Rubin Executive Vice President - Administration OPKO Health, I |
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| November 4, 2024 |
SC 13D/A 1 sc13da4.htm SCHEDULE 13D, AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* GENEDX HOLDINGS CORP. (f/k/a SEMA4 HOLDINGS CORP.) (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663L101 (CUSIP Number) Mount Sinai Health System, Inc. 150 East 42nd Street Sui |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorporation or |
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| October 29, 2024 |
One test. Big picture. Brighter futures. October 29, 2024 GeneDx (Nasdaq: WGS) 3Q 2024 Earnings Presentation Exhibit 99.2 2 Disclaimer This presentation contains forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not relate to historical facts and events and such statements and opinions pertaining |
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| October 29, 2024 |
Exhibit 99.1 GeneDx Reports Third Quarter 2024 Financial Results and Business Highlights Achieved profitability milestone with third quarter adjusted net income1 of $1.2M Reported third quarter 2024 revenues2 of $76.6M with 77% year-over-year growth of exome and genome test revenue Expanded third quarter 2024 adjusted gross margins2 to 64% Raising guidance to deliver between $284M and $290M in FY |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 29, 2024 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of inco |
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| September 18, 2024 |
WGS / GeneDx Holdings Corp. / OPKO HEALTH, INC. - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7*) GeneDx Holdings, Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 81663L200 (CUSIP Number) Steven D. Rubin Executive Vice President - Administration OPKO Health, Inc. 4400 Biscayne Boulevard Miami, Florida 33137 |
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| August 23, 2024 |
WGS / GeneDx Holdings Corp. / OPKO HEALTH, INC. - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6*) GeneDx Holdings, Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 81663L200 (CUSIP Number) Steven D. Rubin Executive Vice President - Administration OPKO Health, Inc. 4400 Biscayne Boulevard Miami, Florida 33137 |
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| August 12, 2024 |
WGS / GeneDx Holdings Corp. / OPKO HEALTH, INC. - SCHEDULE 13D/A Activist Investment SC 13D/A 1 opk20240808sc13da.htm SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5*) GeneDx Holdings, Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 81663L200 (CUSIP Number) Steven D. Rubin Executive Vice President - Administration OPKO Health, I |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 30, 2024 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorpo |
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| July 30, 2024 |
Exhibit 99.1 GeneDx Reports Second Quarter 2024 Financial Results and Business Highlights Reported second quarter 2024 revenue from continuing operations1 of $68.9M with 77% year-over-year growth of exome and genome test revenue Expanded second quarter 2024 adjusted gross margins2 from continuing operations to 62% Narrowed second quarter 2024 adjusted net loss2 to $2.7M Raising guidance to deliver |
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| July 30, 2024 |
One test. Big picture. Brighter futures. July 30, 2024 GeneDx (Nasdaq: WGS) 2Q 2024 Earnings Presentation Exhibit 99.2 2 Disclaimer This presentation contains forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not relate to historical facts and events and such statements and opinions pertaining to |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorporation or orga |
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| July 26, 2024 |
WGS / GeneDx Holdings Corp. / OPKO HEALTH, INC. - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4*) GeneDx Holdings, Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 81663L200 (CUSIP Number) Steven D. Rubin Executive Vice President - Administration OPKO Health, Inc. 4400 Biscayne Boulevard Miami, Florida 33137 |
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| July 5, 2024 |
WGS / GeneDx Holdings Corp. / OPKO HEALTH, INC. - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3*) GeneDx Holdings, Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 81663L200 (CUSIP Number) Steven D. Rubin Executive Vice President - Administration OPKO Health, Inc. 4400 Biscayne Boulevard Miami, Florida 33137 |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 24, 2024 (June 20, 2024) Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdi |
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| May 31, 2024 |
WGS / GeneDx Holdings Corp. / CMLS Holdings LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| April 30, 2024 |
EXPLANATORY NOTE The Registrant is filing this prospectus supplement pursuant to Rule 424 of the Securities Act of 1933, as amended, solely to include, immediately following page S-12, the Registrant’s prospectus dated September 7, 2022 (the “Base Prospectus”), which was inadvertently omitted from the previous filing of this prospectus supplement on April 29, 2024 (the “Original Prospectus Supplement”). |
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| April 29, 2024 |
Up to $75,000,000 Class A Common Stock PROSPECTUS SUPPLEMENT (To prospectus dated September 7, 2022) Up to $75,000,000 Class A Common Stock We have entered into a sales agreement (the “Sales Agreement”), with TD Securities (USA) LLC (“TD Cowen”), relating to shares of our Class A common stock (the “Class A common stock”) offered by this prospectus supplement and the accompanying prospectus. |
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| April 29, 2024 |
Exhibit 1.1 GENEDX HOLDINGS CORP. $75,000,000 CLASS A COMMON STOCK SALES AGREEMENT April 29, 2024 TD Securities (USA) LLC (dba TD Cowen) 1 Vanderbilt Avenue New York, New York 10017 Ladies and Gentlemen: GeneDx Holdings Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with TD Securities (USA) LLC (“TD Cowen”), as follows: 1. Issuance and Sale of Shares. The |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 29,2024 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorpo |
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| April 29, 2024 |
Exhibit 99.1 GeneDx Reports First Quarter 2024 Financial Results and Business Highlights Reported first quarter 2024 revenue from continuing operations1 of $61.5M with 96% year-over-year growth of exome and genome test revenue Expanded first quarter 2024 adjusted gross margins2 from continuing operations to 61% Narrowed first quarter 2024 adjusted net loss2 to $8.5M and delivered 71% year-over-yea |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorporation or org |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39482 GeneDx Holdings |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 29, 2024 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorp |
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| April 29, 2024 |
One test. Big picture. Brighter futures. April 29, 2024 GeneDx (Nasdaq: WGS) Exhibit 99.2 2 Disclaimer This presentation contains forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not relate to historical facts and events and such statements and opinions pertaining to the future that, for example, |
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| February 26, 2024 |
As filed with the Securities and Exchange Commission on February 23, 2024 As filed with the Securities and Exchange Commission on February 23, 2024 Registration No. |
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| February 26, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) GeneDx Holdings Corp. |
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| February 23, 2024 |
Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary sets forth certain material terms and provisions of our securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes relevant provisions of the General Corporation Law of Del |
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| February 23, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-394 |
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| February 23, 2024 |
Exhibit 21.1 SUBSIDIARIES OF GENEDX HOLDINGS CORP. * Subsidiary name Jurisdiction of incorporation or organization Sema4 OpCo, Inc. Delaware, United States GeneDx, LLC Delaware, United States * Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of GeneDx Holdings Corp. are omitted because, considered in the aggregate, they would not constitute a significant subsidia |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 20, 2024 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of inc |
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| February 20, 2024 |
Exhibit 99.1 GeneDx Reports Fourth Quarter and Full Year 2023 Financial Results and Issues Guidance for Full Year 2024 Reported fourth quarter 2023 revenue from continuing operations1 of $58.1M with more than 68% year-over-year growth of exome and genome test revenue Expanded fourth quarter 2023 adjusted gross margins2 from continuing operations to 56% Narrowed fourth quarter 2023 adjusted net los |
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| February 20, 2024 |
q42023earningspresentati One test. Big picture. Brighter futures. February 20, 2024 GeneDx (Nasdaq: WGS) 4Q 2023 Earnings Presentation Exhibit 99.2 2 Disclaimer This presentation contains forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not relate to historical facts and events and such statement |
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| February 9, 2024 |
WGS / GeneDx Holdings Corp. / GOLDMAN SACHS GROUP INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GENEDX HOLDINGS CORP. - (Name of Issuer) Class A common stock, par value $0.0001 per share - (Title of Class of Securities) 81663L200 - (CUSIP Number) December 29, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| January 8, 2024 |
One test. Big picture. Brighter futures. 42nd Annual JPMorgan Healthcare Conference January 8, 2024 Katherine Stueland, President and Chief Executive Officer GeneDx (Nasdaq: WGS) Exhibit 99.2 2 Disclaimer This presentation contains forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not relate to hi |
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| January 8, 2024 |
Exhibit 99.1 GeneDx Announces Preliminary 2023 Financial Results Expects to exceed revised 2023 revenue guidance with fourth quarter 2023 revenue from continuing operations1 of more than $57M with at least 63% year-over-year revenue growth for exome and genome test revenue Reduced fourth quarter 2023 cash burn 51% year-over-year and 21% sequentially Ending December 31, 2023 cash position of at lea |
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| January 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 8, 2024 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incor |
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| November 17, 2023 |
SC 13D/A 1 ea188639-13da6cmlsgenedx.htm AMENDMENT NO. 6 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* GeneDx Holdings Corp. (Name of Issuer) CMLS Holdings LLC Eli Casdin and Keith Meister c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 (212) 474-6745 (Name, Addre |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other jurisdiction of incorporation or |
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| October 30, 2023 |
Exhibit 99.1 GeneDx Reports Third Quarter 2023 Financial Results and Business Highlights Reported total revenue of $53M with more than 40% year-over-year growth of exome and genome test revenue Expanded gross margins to 48% in continuing operations and delivered 52% year-over-year cash burn reduction Strengthened balance sheet with $75M debt facility from Perceptive Advisors and initiated a $40M a |
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| October 30, 2023 |
wgsq32023earningsslidesf 1 Confidential and Proprietary; Do Not Distribute October 30, 2023 GeneDx NASDAQ: WGS One Test: Miss Less. |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 30, 2023 (October 27, 2023) Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 85-1966622 (State or other j |
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| October 30, 2023 |
Exhibit 10.2 Security Agreement Dated as of October 27, 2023 among SEMA4 OPCO, INC., GENEDX, LLC as Grantors, The Other Grantors from Time to Time Party hereto and Perceptive Credit Holdings IV, LP, as Administrative Agent TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. DEFINITIONS, ETC. 1 Section 1.01. Certain Uniform Commercial Code Terms 1 Section 1.02. Additional Definitions 1 Section 1.03. |
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| October 30, 2023 |
EXHIBIT 4.1 WARRANT CERTIFICATE THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION |
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| October 30, 2023 |
Exhibit 10.1 Credit Agreement and Guaranty dated as of October 27, 2023 among Sema4 OpCo, Inc., GeneDx, LLC, as Borrowers, The Guarantors from Time to Time Party hereto, as Guarantors, The Lenders from Time to Time Party hereto, as Lenders, and Perceptive Credit Holdings IV, LP, as the Administrative Agent and as a Lender Table of Contents Section Heading Page Article I Definitions 1 Section 1.01. |
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| August 8, 2023 |
As filed with the Securities and Exchange Commission on August 8, 2023 As filed with the Securities and Exchange Commission on August 8, 2023 Registration No. |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39482 GeneDx Hold |
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| August 8, 2023 |
Exhibit 99.1 GeneDx Reports Second Quarter 2023 Financial Results and Business Highlights Accelerated whole exome and genome test volume growth by 56% year-over-year Total revenue of $48M in Q2 is inclusive of 36% year-over-year growth of exome and genome test revenue Expanded gross margins and operating expense rationalization resulting in continued cash burn reduction of 36% year-over-year Broad |
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| August 8, 2023 |
wgsq22023earningsslides August 8, 2023 One Test: Miss Less. Discover More. GeneDx (Nasdaq: WGS) 2Q 2023 Earnings Presentation Exhibit 99.2 2 Disclaimer This presentation contains forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not relate to historical facts and events and such statements and opi |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 8, 2023 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporation or organization |
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| August 8, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) GeneDx Holdings Corp. |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 21, 2023 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporation or organization) |
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| July 24, 2023 |
GeneDx Holdings Corp. 2023 Equity Inducement Plan. Exhibit 10.1 GeneDx Holdings Corp. 2023 Equity Inducement Plan (Adopted July 21, 2023) 1.PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist now or in the future, by offering them an opportunity to par |
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| July 24, 2023 |
Form of Option Award Agreement under the 2023 Equity Inducement Plan Exhibit 10.2 GENEDX HOLDINGS CORP. NOTICE OF INDUCEMENT STOCK OPTION GRANT As a material inducement to your employment, GeneDx Holdings Corp. (the “Company”) has granted you (the “Optionee”) an option to purchase shares of the Company’s Class A common stock (the “Option”) pursuant to the Company’s 2023 Equity Inducement Plan (the “Plan”). The Option is also subject to the terms and conditions of t |
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| July 24, 2023 |
Form of Restricted Stock Unit Award Agreement under the 2023 Equity Inducement Plan Exhibit 10.3 GENEDX HOLDINGS CORP. NOTICE OF INDUCEMENT RESTRICTED STOCK UNIT GRANT As a material inducement to the employment of the Participant named below, the Participant has been granted an award of restricted stock units (the “RSUs”) by GeneDx Holdings Corp. (the “Company”) pursuant to the Company’s 2023 Equity Inducement Plan (the “Plan”). The RSUs are also subject to the terms and conditio |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 20, 2023 (June 14, 2023) GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporation |
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| June 9, 2023 |
WGS / GeneDx Holdings Corp - Class A / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 22, 2023 (May 18, 2023) GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporation or |
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| May 22, 2023 |
GeneDx Regains Compliance with NASDAQ Minimum Bid Price Requirement GeneDx Regains Compliance with NASDAQ Minimum Bid Price Requirement STAMFORD, CT — May 22, 2023 — GeneDx (Nasdaq: WGS), a leader in delivering improved health outcomes through genomic and clinical insights, today announced that it had received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that, because the Company’s Class A common stock had a closing bid price at or above $1. |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39482 GeneDx Hol |
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| May 9, 2023 |
Exhibit 10.3 GeneDx Holdings Corp. 333 Ludlow Street Stamford, CT 06902 March 20, 2023 Icahn School of Medicine at Mount Sinai Mount Sinai Health System, Inc. 150 East 42nd Street New York, NY 10017 Ladies and Gentlemen: For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GeneDx Holdings Corp. (formerly, Sema4 Holdings Corp.) (the “Company”) and Icahn |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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, 2023 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporation or organization) ( |
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| May 9, 2023 |
wgsearningsslides May 9, 2023 One Test: Miss Less. Discover More. GeneDx (Nasdaq: WGS) 1Q 2023 Earnings Presentation 2 Disclaimer This presentation contains forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not relate to historical facts and events and such statements and opinions pertaining to th |
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| May 9, 2023 |
Exhibit 99.1 GeneDx Reports First Quarter 2023 Financial Results and Business Highlights Generated $40.7 million in first quarter 2023 pro forma revenue from continuing operations, representing a 7% increase year over year Revenue included $22.4 million in whole exome testing, representing a 22% increase year over year Ongoing cost mitigation in first quarter delivered 31% cash burn improvement ye |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39482 GeneDx Holdings |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 28, 2023 |
Exhibit 99.1 GENEDX HOLDINGS CORP. April 28, 2023 Notice to Warrant Holders Dear Warrant Holder: Reference is made to that certain Warrant Agreement (the “Warrant Agreement”), by and between CM Life Sciences, Inc. (n/k/a GeneDx Holdings Corp.) (the “Company”) and Continental Stock Transfer & Trust Company, as warrant agent, dated as of September 1, 2020. This letter constitutes a notice pursuant t |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 28, 2023 (April 24, 2023) GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporatio |
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| April 28, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GENEDX HOLDINGS CORP. GeneDx Holdings Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1.The Corporation’s Third Amended and Restated Certificate of Incorporati |
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| April 25, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) GeneDx Holdings Corp. |
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| April 25, 2023 |
As filed with the Securities and Exchange Commission on April 25, 2023 As filed with the Securities and Exchange Commission on April 25, 2023 Registration No. |
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| April 20, 2023 |
SMFR / Sema4 Holdings Corp - Class A / CMLS Holdings LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* GeneDx Holdings Corp. (Name of Issuer) CMLS Holdings LLC Eli Casdin and Keith Meister c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 (212) 474-6745 (Name, Address and Telephone Number of Person Authorized to Receive Notice |
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| April 20, 2023 |
SMFR / Sema4 Holdings Corp - Class A / OPKO HEALTH, INC. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) GeneDx Holdings, Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 81663L101 (CUSIP Number) Steven D. Rubin Executive Vice President - Administration OPKO Health, Inc. 4400 Biscayne Boulevard Miami, Florida 33137 |
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| April 17, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GENEDX HOLDINGS CORP. GeneDx Holdings Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1.The Corporation’s Third Amended and Restated Certificate of Incorporati |
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| April 17, 2023 |
GeneDx Holdings Corp. Amended and Restated 2021 Equity Incentive Plan Exhibit 10.1 GENEDX HOLDINGS CORP. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN (As amended and restated on April 14, 2023) 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist now or in the futur |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 17, 2023 (April 14, 2023) GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporatio |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 14, 2023 (April 12, 2023) GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporatio |
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| April 14, 2023 |
Amendment No. 1 to Executive Chairman Agreement. Exhibit 10.1 AMENDMENT NO. 1 TO EXECUTIVE CHAIRMAN AGREEMENT THIS AMENDMENT NO. 1 (this “Amendment”) is dated as of April 10, 2023, and amends the Executive Chairman Agreement dated as of January 17, 2022 by and between GeneDx Holdings Corp. (formerly named Sema4 Holdings Corp.) (the “Corporation”) and Jason Ryan (the “Executive”) (the “Prior Agreement”). W I T N E S S E T H: WHEREAS, the Corporat |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 16, 2023 |
Exhibit 10.34 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. Amendment No. 1 to BioMe Biospecimen and Data Access Agreement between Icahn School of Medicine at Mount Sinai And Sema4 OpCo, Inc. This Amendment No.1 (the “Amendment”), effective as of Janua |
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| March 16, 2023 |
Exhibit 21.1 SUBSIDIARIES OF GENEDX HOLDINGS CORP. * Subsidiary name Jurisdiction of incorporation or organization Sema4 OpCo, Inc. Delaware, United States GeneDx, LLC Delaware, United States * Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of GeneDx Holdings Corp. are omitted because, considered in the aggregate, they would not constitute a significant subsidia |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3948 |
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| March 16, 2023 |
Employment Agreement of Kevin Feeley, dated January 14, 2022. Exhibit 10.32 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 14, 2022, is by and between Sema4 Holdings Corp. (the “Corporation”) and Kevin Feeley (the “Executive”). W I T N E S S E T H : WHEREAS, the Corporation has entered into that certain Agreement and Plan of Merger and Reorganization, dated January 14, 2022, with OPKO Health, Inc., a Delaware corporati |
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| March 16, 2023 |
2022 Replacement Promissory Note. Exhibit 10.35 2022 REPLACEMENT PROMISSORY NOTE $15,500,000.00 December 30, 2022 West Caldwell, NJ FOR VALUE RECEIVED, the undersigned, SEMA4 OPCO, INC. f/k/a MOUNT SINAI GENOMICS, INC. D/B/A SEMA4, a Delaware corporation with an office and place of business located at One StarPoint a/k/a 333Ludlow Street, Stamford, CT (the “Maker”), promises to pay to the order of the STATE OF CONNECTICUT, acting |
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| March 16, 2023 |
Exhibit 4.4 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary sets forth certain material terms and provisions of our securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes relevant provisions of the General Corporation Law of Del |
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| March 14, 2023 |
Exhibit 99.1 GeneDx Reports Fourth Quarter and Full Year 2022 Financial Results and Business Highlights Financial results are in line with previously announced preliminary 2022 results; Reiterating 2023 guidance, including total revenue of $205-220 million Completed financing in January 2023 with $150 million in expected proceeds; fully funded to expected profitability in 2025 GeneDx to host confe |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 14, 2023 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporation or organization |
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| March 14, 2023 |
exhibit9922022earningspr March 14, 2023 One Test: Miss Less. Discover More. GeneDx (Nasdaq: WGS) 4Q and Year End 2022 Earnings Presentation 2 Disclaimer This presentation contains forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not relate to historical facts and events and such statements and op |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 14, 2023 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporation or organizat |
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| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* GENEDX HOLDINGS CORP. (f/k/a SEMA4 HOLDINGS CORP.) (Name of Issuer) Class A Common Stock (Title of Class of Securities) 81663L101 (CUSIP Number) Mount Sinai Health System, Inc. 150 East 42nd Street Suite 2-B.17 New York, NY 10017 212.659.8105 (Name, Addr |
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| February 3, 2023 |
SMFR / Sema4 Holdings Corp. Class A / Blackstone Holdings III L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* GeneDx Holdings Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 81663L101 (CUSIP Number) John G. Finley Blackstone Inc. 345 Park Avenue New York, New York 10154 Tel: (212) 583-5000 (Name, A |
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| February 3, 2023 |
SMFR / Sema4 Holdings Corp. Class A / OPKO HEALTH, INC. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) GeneDx Holdings, Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 81663L101 (CUSIP Number) Steven D. Rubin Executive Vice President - Administration OPKO Health, Inc. 4400 Biscayne Boulevard Miami, Florida 33137 |
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| February 1, 2023 |
SMFR / Sema4 Holdings Corp. Class A / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 1, 2023 |
SMFR / Sema4 Holdings Corp. Class A / CMLS Holdings LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* GeneDx Holdings Corp. (Name of Issuer) CMLS Holdings LLC Eli Casdin and Keith Meister c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 (212) 474-6745 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Commu |
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| January 30, 2023 |
EX-1.1 2 exhibit11uwagreementprojec.htm EX-1.1 Exhibit 1.1 GeneDx Holdings Corp. Class A Common Stock, par value $0.0001 per share Underwriting Agreement January 26, 2023 Jefferies LLC 520 Madison Avenue, New York, New York 10022 Ladies and Gentlemen: GeneDx Holdings Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreeme |
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| January 30, 2023 |
Form of Subscription Agreement. Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT GeneDx Holdings Corp. 333 Ludlow Street, North Tower, 8th Floor Stamford, Connecticut 06902 Ladies and Gentlemen: The undersigned (the “Investor”) hereby confirms its agreement with you as follows: 1.This Subscription Agreement (this “Agreement”) is made as of the date set forth below between GeneDx Holdings Corp., a Delaware corporation (the “Company”), |
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| January 30, 2023 |
100,000,000 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-267112 PROSPECTUS SUPPLEMENT (To prospectus dated September 7, 2022) 100,000,000 Shares of Class A Common Stock We are offering up to 100,000,000 shares of our Class A common stock (“Class A common stock”) comprising 77,663,376 shares (the “initial shares”) that are expected to be issued following the closing of the concurrent underwritten offe |
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| January 30, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 30, 2023 (January 26, 2023) GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorpor |
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| January 30, 2023 |
328,571,429 Shares of Class A Common Stock 424B5 1 genedx-finalprospectussupp.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-267112 PROSPECTUS SUPPLEMENT (To prospectus dated September 7, 2022) 328,571,429 Shares of Class A Common Stock We are offering 328,571,429 shares of our Class A common stock (“Class A common stock”). Our Class A common stock is traded on The Nasdaq Global Select Market (the “Nasdaq”) under the symbo |
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| January 26, 2023 |
SUBJECT TO COMPLETION, DATED JANUARY 26, 2023 Filed Pursuant to Rule 424(b)(5) Registration No. 333-267112 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are |
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| January 12, 2023 |
exhibit991wgsinvestordec 41st Annual JPMorgan Healthcare Conference January 12, 2023 San Francisco One Test: Miss Less. |
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| January 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 12, 2023 (January 12, 2023) GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorpor |
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| January 9, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEMA4 HOLDINGS CORP. Sema4 Holdings Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: 1.The Corporation’s Third Amended and Restated Certificate of Incorporation (as a |
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| January 9, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) GeneDx Holdings Corp. |
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| January 9, 2023 |
GeneDx Holdings Corp. 2021 Employee Stock Purchase Plan Exhibit 99.4 GENEDX HOLDINGS CORP. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE. GeneDx Holdings Corp. adopted the Plan effective as of the Effective Date. The purpose of this Plan is to provide eligible employees of the Company and the Participating Corporations with a means of acquiring an equity interest in the Company, to enhance such employees’ sense of participation in the affairs of the Com |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 9, 2023 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporation or organizatio |
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| January 9, 2023 |
GeneDx Holdings Corp. 2021 Equity Incentive Plan EX-99.1 6 exhibit991-genedxeipdocume.htm EX-99.1 Exhibit 99.1 GENEDX HOLDINGS CORP. 2021 EQUITY INCENTIVE PLAN (Adopted July 22, 2021) 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries and Affiliates that exist now or in t |
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| January 9, 2023 |
EX-99.1 4 sema4namechange-january9th.htm EX-99.1 Exhibit 99.1 Sema4 Announces Name Change to GeneDx and Provides Preliminary 2022 Financial Results and 2023 Guidance Company expects to exceed 2022 revenue target with strong momentum to deliver continued growth in 2023 combining GeneDx and Centrellis® platforms Company’s common stock will trade on the Nasdaq under new ticker “WGS” effective January |
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| January 9, 2023 |
Form of Stock Option Agreement under the GeneDx Holdings Corp. 2021 Equity Incentive Plan Exhibit 99.2 GENEDX HOLDINGS CORP. 2021 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT You (the “Optionee”) have been granted an option to purchase shares of the Company’s common stock (the “Option”) under the GeneDx Holdings Corp. (the “Company”) 2021 Equity Incentive Plan (the “Plan”) subject to the terms and conditions of the Plan, this Notice of Stock Option Grant (this “Notice”), and the |
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| January 9, 2023 |
As filed with the Securities and Exchange Commission on January 9, 2023 As filed with the Securities and Exchange Commission on January 9, 2023 Registration No. |
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| January 9, 2023 |
Form of RSU Agreement under the GeneDx Holdings Corp. 2021 Equity Incentive Plan Exhibit 99.3 GENEDX HOLDINGS CORP. 2021 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT The Participant named below has been granted an award of restricted stock units (the “RSUs”) under the GeneDx Holdings Corp. (the “Company”) 2021 Equity Incentive Plan (the “Plan”) subject to the terms and conditions of the Plan, this Notice of Restricted Stock Unit Grant (this “Notice”), and the Re |
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| January 9, 2023 |
Amended and Restated Bylaws of GeneDx Holdings Corp. GENEDX HOLDINGS CORP. (a Delaware corporation) AMENDED AND RESTATED BYLAWS As Amended and Restated on January 9, 2023 GENEDX HOLDINGS CORP. (a Delaware corporation) AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Page Article I: STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4: Adjournments 1 Section 1.5: Quorum 2 Section 1.6 |
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| December 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 30, 2022 (December 28, 2022) Sema4 Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorpo |
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| December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Sema4 Holdings Corp (Name of Issuer) CMLS Holdings LLC Eli Casdin and Keith Meister c/o Corvex Management LP 667 Madison Avenue New York, New York 10065 (212) 474-6745 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communi |
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| November 14, 2022 |
Exhibit 99.1 Sema4 Reports Third Quarter 2022 Financial Results and New Strategic Direction Company will focus on its high growth, high margin pediatric and rare disease business, powered by whole exome/genome diagnostic testing and analysis and data-driven insights from Centrellis® 19% pro forma1 volume growth vs. 3Q 2021 and 21% pro forma1 revenue growth vs. 3Q 2021 Sema4 to host a conference ca |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 11, 2022 Sema4 Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporation or organizati |
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| November 14, 2022 |
a3q22smfrepsdeckfinal111 3Q 2022 Earnings & Investor Presentation November 2022 Exhibit 99. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39482 Sema4 |
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| September 7, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267108 PROSPECTUS Sema4 Holdings Corp. 356,524,688 Shares of Class A Common Stock 7,236,667 Warrants to Purchase Shares of Class A Common Stock 21,994,972 Shares of Class A Common Stock Underlying Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the ?Selling Securi |
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| September 2, 2022 |
SEMA4 HOLDINGS CORP. 333 Ludlow Street, North Tower, 8th Floor Stamford, Connecticut 06902 September 2, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, DC 20549 Attention: Margaret Schwartz Re: Sema4 Holdings Corp. Registration Statement on Form S-3 (File No. 333-267108) filed August 26, |
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| September 2, 2022 |
SEMA4 HOLDINGS CORP. 333 Ludlow Street, North Tower, 8th Floor Stamford, Connecticut 06902 September 2, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, DC 20549 Attention: Margaret Schwartz Re: Sema4 Holdings Corp. Registration Statement on Form S-3 (File No. 333-267112) filed August 26, |
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| August 31, 2022 |
United States securities and exchange commission logo August 31, 2022 Katherine Stueland Chief Executive Officer Sema4 Holdings Corp. |
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| August 31, 2022 |
United States securities and exchange commission logo August 31, 2022 Katherine Stueland Chief Executive Officer Sema4 Holdings Corp. |
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| August 26, 2022 |
Exhibit 99.1 Sema4 Appoints Healthcare and Diagnostics Industry Veteran Kevin Feeley as Chief Financial Officer Mr. Feeley, former CFO of GeneDx and BioReference Laboratories, will focus on further building profitable growth, efficiency, and scale at Sema4 STAMFORD, CT ? August 26, 2022 ? Sema4 (Nasdaq: SMFR), a health insights company, today announced that the Company has appointed Kevin Feeley a |
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| August 26, 2022 |
Amendment No.1 to the Employment of Agreement of Kevin Feeley, dated August 25, 2022 Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of August 25, 2022, amends that certain Employment Agreement (the ?Agreement?), dated as of January 14, 2022, by and between Sema4 Holdings Corp., a Delaware corporation (the ?Corporation?), and Kevin Feeley (the ?Executive?). All capitalized terms not defined herein shall have the meanings assig |
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| August 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 26, 2022 (August 25, 2022) Sema4 Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporati |
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| August 26, 2022 |
Sema4 Holdings Corp. 160,864,198 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-264626 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 11, 2022) Sema4 Holdings Corp. 160,864,198 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 11, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-264626). This prospectus supplement is being filed to upd |
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| August 26, 2022 |
As filed with the Securities and Exchange Commission on August 26, 2022 As filed with the Securities and Exchange Commission on August 26, 2022 Registration No. |
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| August 26, 2022 |
Exhibit 4.4 SEMA4 HOLDINGS CORP. And , as Trustee INDENTURE Dated as of , TABLE OF CONTENTS ARTICLE 1 ? DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2. OTHER DEFINITIONS 5 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 5 1.4. RULES OF CONSTRUCTION 6 ARTICLE 2 ? THE SECURITIES 6 2.1. ISSUABLE IN SERIES 6 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 6 2.3. EXECUTIO |
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| August 26, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-258467 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated March 28, 2022) Sema4 Holdings Corp. 229,657,978 Shares of Common Stock 7,236,667 Warrants to Purchase Shares of Common Stock 21,994,972 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated March 28, 2022 (the ?Prospectus?), which forms a p |
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| August 26, 2022 |
As filed with the Securities and Exchange Commission on August 26, 2022 As filed with the Securities and Exchange Commission on August 26, 2022 Registration No. |
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| August 26, 2022 |
Exhibit 99.2 UNAUDITED COMBINED CARVE-OUT FINANCIAL STATEMENTS OF GeneDx, Inc. and Subsidiary For the quarterly periods ended March 31, 2022 and 2021 GeneDx, Inc. and Subsidiary Combined Carve Out Financial Statements Quarterly Periods Ended March 31, 2022 and 2021 Page Combined Carve Out Financial Statements (Unaudited) Combined Carve Out Balance Sheets (Unaudited) 3 Combined Carve Out Statements |
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| August 26, 2022 |
Exhibit 4.3 FORM OF DEBT SECURITY [Face of Security] SEMA4 HOLDINGS CORP. [If applicable, insert?FOR PURPOSES OF THE ORIGINAL ISSUE DISCOUNT PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, THE ISSUE PRICE OF THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AT STATED MATURITY SET FORTH BELOW (ITS ?PRINCIPAL AMOUNT?), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS % OF ITS PRINCIPAL AMOUNT, THE YIELD TO MATURI |
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| August 26, 2022 |
Exhibit 107.1 Calculation of Fee Filing Tables Form S-3 (Form Type) Sema4 Holdings Corp. (Exact name of Registration as Specified in its Charter) Table 3 ? Combined Prospectuses Security Type Security Class Title Amount of Securities Previously Registered Maximum Aggregate Offering Price of Securities Previously Registered Form Type File Number Initial Effective Date Equity Class A common stock, p |
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| August 26, 2022 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Unless otherwise indicated or the context otherwise requires, references in this Exhibit 99.2 to our Current Report on Form 8-K (the ?Form 8-K?) to: ??Acquisition? means the transactions contemplated by the Acquisition Merger Agreement, including the Mergers, pursuant to which the Company acquired GeneDx on April 29, 2022. ??Acquisiti |
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| August 26, 2022 |
EX-FILING FEES 2 exhibit1071-shelfsx3.htm EX-FILING FEES Exhibit 107.1 Calculation of Fee Filing Tables Form S-3 (Form Type) Sema4 Holdings Corp. (Exact name of Registration as Specified in its Charter) Table 1 – Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum A |
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| August 17, 2022 |
SMFR / Sema4 Holdings Corp. Class A / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39482 Sema4 Holdi |
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| August 15, 2022 |
Exhibit 99.3 Sema4 Announces Changes to its Research & Development Leadership Founder Eric Schadt steps down from the organization, including his role as President & Chief R&D Officer Matthew Davis named Chief Technology & Product Officer to further drive the company?s mission to unlock insights from data, leading to healthier lives STAMFORD, CT ? August 15, 2022 ? Sema4, a health insights company |
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| August 15, 2022 |
Exhibit 10.6 Confidential Separation Agreement and General Release This Confidential Separation Agreement and General Release (?Agreement?) is made by and between Sema4 OpCo, Inc. (?Employer?) and Eric Schadt, Ph.D. (?Employee? or ?you?). This Agreement may not be cited as an admission by Employer of any wrongdoing or violation of any law or regulation. WHEREAS, Employee entered into an amended an |
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| August 15, 2022 |
2Q 2022 Earnings Presentation August 2022 Exhibit 99.2 Disclaimer This presentation contains forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not relate to historical facts and events and such statements and opinions pertaining to the future that, for example, contain wording such as ?may,? ?migh |
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| August 15, 2022 |
Separation Agreement and General Release with Isaac Ro, dated as of August 11, 2022 Exhibit 10.5 Confidential Separation Agreement and General Release This Confidential Separation Agreement and General Release (?Agreement?) is made by and between Sema4 OpCo, Inc. (?Employer?) and Isaac Ro (?Employee?). This Agreement may not be cited as an admission by Employer of any wrongdoing or violation of any law or regulation. WHEREAS, Employee entered into an Employment Agreement on or ab |
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| August 15, 2022 |
Sema4 Holdings Corp. 160,864,198 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-264626 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 11, 2022) Sema4 Holdings Corp. 160,864,198 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 11, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-264626). This prospectus supplement is being filed to upd |
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| August 15, 2022 |
Exhibit 99.1 Sema4 Announces Continued Restructuring, Business Highlights, and Reports Second Quarter 2022 Financial Results New management team implements significant restructuring to focus on profitable growth, efficiency, and scale 19% pro forma1 volume growth vs. 2Q 2021 Sema4 to host a conference call today at 4:30 p.m. ET STAMFORD, CT ? August 15, 2022 ? Sema4 Holdings Corp. (Nasdaq: SMFR) ( |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 15, 2022 Sema4 Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporation or organization |
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| August 15, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-258467 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated March 28, 2022) Sema4 Holdings Corp. 229,657,978 Shares of Common Stock 7,236,667 Warrants to Purchase Shares of Common Stock 21,994,972 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated March 28, 2022 (the ?Prospectus?), which forms a p |
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| July 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 1, 2022 (June 27, 2022) Sema4 Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporation or |
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| July 1, 2022 |
Sema4 Holdings Corp. 160,864,198 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-264626 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 11, 2022) Sema4 Holdings Corp. 160,864,198 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 11, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-264626). This prospectus supplement is being filed to upd |
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| July 1, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-258467 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated March 28, 2022) Sema4 Holdings Corp. 229,657,978 Shares of Common Stock 7,236,667 Warrants to Purchase Shares of Common Stock 21,994,972 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated March 28, 2022 (the ?Prospectus?), which forms a p |
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| June 14, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-258467 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated March 28, 2022) Sema4 Holdings Corp. 229,657,978 Shares of Common Stock 7,236,667 Warrants to Purchase Shares of Common Stock 21,994,972 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated March 28, 2022 (the ?Prospectus?), which forms a p |
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| June 14, 2022 |
Exhibit 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of June 14, 2022, amends that certain Amended and Restated Employment Agreement (the ?Agreement?), dated as of July 21, 2022, by and between Sema4 Holdings Corp., a Delaware corporation (the ?Corporation?), and Dr. Eric Schadt (the ?Executive?). All capitalized terms not defi |
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| June 14, 2022 |
Exhibit 99.1 Sema4 Announces Chief Financial Officer Transition Plan Appoints Richard Miao, Sema4?s Deputy Chief Financial Officer, as interim Chief Financial Officer Reiterates the financial guidance provided on May 12, 2022 STAMFORD, CT ? June 14, 2022 ? Sema4 (Nasdaq: SMFR), an AI-driven genomic and clinical data intelligence platform company, today announced its Chief Financial Officer (CFO), |
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| June 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 14, 2022 (June 10, 2022) Sema4 Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporation o |
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| June 14, 2022 |
Consulting Agreement with Isaac Ro, dated as of June 14, 2022. Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (the ?Agreement?), effective as of June 14th, 2022 (the ?Effective Date?), is made by and between Sema4 OpCo, Inc., having a business address of 333 Ludlow Street, Stamford, CT 06902, including its affiliates (?Sema4?), and Isaac Ro, an individual with a principal address of 620 Greenfield Hill Rd Fairfield CT 06824 (?Consultant?). WHEREA |
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| June 14, 2022 |
Sema4 Holdings Corp. 160,864,198 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-264626 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 11, 2022) Sema4 Holdings Corp. 160,864,198 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 11, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-264626). This prospectus supplement is being filed to upd |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 12, 2022 Sema4 Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-39482 85-1966622 (State or other jurisdiction of incorporation or organization) ( |
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| May 12, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-258467 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated March 28, 2022) Sema4 Holdings Corp. 229,657,978 Shares of Common Stock 7,236,667 Warrants to Purchase Shares of Common Stock 21,994,972 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated March 28, 2022 (the ?Prospectus?), which forms a p |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39482 Sema4 Hold |
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| May 12, 2022 |
Sema4 Holdings Corp. 160,864,198 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-264626 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 11, 2022) Sema4 Holdings Corp. 160,864,198 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 11, 2022 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-264626). This prospectus supplement is being filed to upd |
