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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)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| 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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| 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 |
finalq2earningspresentat GeneDx (Nasdaq: WGS) 2Q 2025 Earnings Presentation July 29, 2025 Exhibit 99. |
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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 |
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 |
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 |
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 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 |
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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| 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 |
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 |
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 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 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 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 |
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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| 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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| 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 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 |
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 |
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 |
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 |
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 |
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 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) GeneDx Holdings Corp. |
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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 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 |
wgsq42024earningspresent GeneDx (Nasdaq: WGS) 4Q 2024 Earnings Presentation February 18, 2025 Exhibit 99. |
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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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| 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 |
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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| 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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| 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. / 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 |
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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| 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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| 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 |
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 |
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 |
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 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 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 |
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 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 |
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 |
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 |
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 |
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 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 |
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 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) GeneDx Holdings Corp. |
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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 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 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 |
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 |
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 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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| 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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| 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 |
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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| 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 |
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 |
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 |
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 |
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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| 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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| 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 |
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 |
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 |
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 |
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 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) GeneDx Holdings Corp. |
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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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| 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 |
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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| 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 |
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 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 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 |
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 |
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 |
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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| 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 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 |
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 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 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 25, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) GeneDx Holdings Corp. |
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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 |
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 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 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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| 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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| 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 |
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 |
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 |
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 |
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 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 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 |
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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| 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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| 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 / 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 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 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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| 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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| 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 |
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 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 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 |
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 |
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 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 |
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 |
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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| 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 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 |
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 |
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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| 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 |
a3q22smfrepsdeckfinal111 3Q 2022 Earnings & Investor Presentation November 2022 Exhibit 99. |
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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 |
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. 333-267112) 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. 333-267108) filed August 26, |
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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 |
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 |
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 |
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 |
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 |
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 |
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 |
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 4.4 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 |
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 |
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 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 |
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 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 |
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 |
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 |
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 |
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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| 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 |
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 |
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 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 |
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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| 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 |
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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| 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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| 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 |
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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| 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 |
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 |
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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| May 12, 2022 |
Q1 2022 Earnings Presentation May 2022 Exhibit 99.2 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,? ?might,? ?will,? ?c |
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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 |
Exhibit 99.1 Sema4 Reports First Quarter 2022 Financial Results and Business Highlights Total revenue of $53.9 million 1,300 basis points of sequential adjusted gross margin improvement Reaffirming full year 2022 pro forma revenue target New operating model and focus on efficiencies to reduce 2022 cash burn by an estimated $50 million, extending cash runway into 2024 Sema4 to host conference call |
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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 |
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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 |
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 11, 2022 |
Sema4 Holdings Corp. 160,864,198 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-264626 PROSPECTUS Sema4 Holdings Corp. 160,864,198 Shares of Class A Common Stock This prospectus relates to the offer and sale from time to time by the selling stockholders named in this prospectus (the ?Selling Stockholders?) of up to 160,864,198 shares of our Class A common stock, par value $0.0001 per share (?Class A common stock?), consist |
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| May 9, 2022 |
SMFR / Sema4 Holdings Corp. Class A / OPKO HEALTH, INC. - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Sema4 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 Telephone: (305) 575- |
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| May 9, 2022 |
Sema4 Holdings Corp. 333 Ludlow Street, North Tower, 8th Floor Stamford, Connecticut 06902 CORRESP 1 filename1.htm Sema4 Holdings Corp. 333 Ludlow Street, North Tower, 8th Floor Stamford, Connecticut 06902 May 9, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549 Attn: Jessica Ansart Re: Sema4 Holdings Corp. - Registration Statement on Form S-1 (File No. 333-264626) Ladies and Gentlemen: Sema4 Holdings Corp. (the “ |
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| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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, Address and Telephone Number of Pe |
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| May 3, 2022 |
As filed with the Securities and Exchange Commission on May 2, 2022 As filed with the Securities and Exchange Commission on May 2, 2022 Registration No. |
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| May 3, 2022 |
SMFR / Sema4 Holdings Corp. Class A / Blackstone Holdings III L.P. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sema4 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, Address and |
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| May 3, 2022 |
Notice of Inducement Restricted Stock Exhibit 99.2 SEMA4 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 Sema4 Holdings Corp. (the ?Company?). The RSUs are granted separate and apart from, and outside of, the Company?s 2021 Equity Incentive Plan (the ?Plan?) and |
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| May 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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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| May 3, 2022 |
Exhibit 107.1 Calculation of Filing Fee Tables Form S-1 (Form Type) Sema4 Holdings Corp. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount To Be Registered(1) Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, par value $0.0 |
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| May 3, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Sema4 Holdings Corp. |
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| May 3, 2022 |
As filed with the Securities and Exchange Commission on May 2, 2022 As filed with the Securities and Exchange Commission on May 2, 2022 Registration No. |
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| May 3, 2022 |
EX-99.3 7 exhibit993-sx8522022.htm EX-99.3 Exhibit 99.3 SEMA4 HOLDINGS CORP. NOTICE OF INDUCEMENT STOCK OPTION GRANT As a material inducement to your employment, you (the “Optionee”) have been granted an option to purchase shares of the Company’s common stock (the “Option”) by Sema4 Holdings Corp. (the “Company”). The Option is granted separate and apart from, and outside of, the Company’s 2021 Eq |
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| May 2, 2022 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the Company?s definitive proxy statement filed with the SEC on March 31, 2022, or the ?proxy statement?. Unless otherwise indicated or the context otherwise requires, references in this section to (i) ?we,? ?our,? ?Sema4? and the ?Company? re |
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| May 2, 2022 |
EX-10.2 4 exhibit102-closing8xk.htm EX-10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 29, 2022, by and between Sema4 Holdings Corp. (the “Corporation”), and Katherine Stueland (the “Executive”) amends and restates the employment agreement entered into between the Corporation and the Executive as of Ja |
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| May 2, 2022 |
WAIVER AND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Exhibit 99.2 WAIVER AND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This WAIVER AND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this ?Amendment?), is made and entered into as of April 29, 2022, by and between Sema4 Holdings Corp., a Delaware corporation (?Acquirer?) and OPKO Health, Inc., a Delaware corporation (?Seller?). Capitalized terms not otherwise defined |
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| May 2, 2022 |
Exhibit 10.1 TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this ?Agreement?) is entered into and made effective as of April 29, 2022 (the ?Effective Date?), between OPKO Health, Inc., a Delaware corporation (?Provider?), and GeneDx LLC, a Delaware limited liability company (together with its Affiliates, ?Recipient?). Capitalized terms used but not defined herein will have the r |
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| May 2, 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): May 2, 2022 (April 29, 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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| May 2, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-258467 PROSPECTUS SUPPLEMENT NO. 2 (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 2, 2022 |
EX-3.1 2 exhibit31-closing8xk.htm EX-3.1 Exhibit 3.1 ANNEX B CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THE UNDERSIGNED, being a duly appointed officer of Sema4 Holdings Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), for the purpose of amendin |
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| May 2, 2022 |
Exhibit 99.1 Sema4 Announces the Completion of the GeneDx Acquisition and a Streamlined Leadership Structure to Accelerate Growth of its Diagnostic and Clinical Data Platforms Acquisition creates an AI-driven advanced health intelligence company, now leveraging one of the largest genomic testing platforms in the U.S. Katherine Stueland, former President and CEO of GeneDx, joins Sema4 as CEO and wi |
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| April 27, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-258467 PROSPECTUS SUPPLEMENT NO. 1 (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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| April 27, 2022 |
Submission of Matters to a Vote of Security Holders 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 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 organization) |
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| April 18, 2022 |
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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| March 31, 2022 |
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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| March 28, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-258467 PROSPECTUS 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 relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the ?Selling Securityholders?) of (A) up to |
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| March 21, 2022 |
As filed with the Securities and Exchange Commission on March 21, 2022 As filed with the Securities and Exchange Commission on March 21, 2022 Registration No. |
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| March 15, 2022 |
EX-FILING FEES 2 exhibit107.htm EX-FILING FEES EXHIBIT 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Sema4 Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Table 1 – Transaction Value Proposed Maximum Value of Transaction(1)(2)(3) Fee Rate Amount of Registration Fee Fees to Be Paid 240,000,000 0.0000927 $22,248 Fees Previously Paid — — Total Transaction Value 2 |
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| March 15, 2022 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-258467 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated August 12, 2021) Sema4 Holdings Corp. 236,223,401 Shares of Common Stock 7,236,667 Warrants to Purchase Shares of Common Stock 21,995,000 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated August 12, 2021 (the ?Prospectus?), which forms a |
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| March 15, 2022 |
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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| March 15, 2022 |
DEFA14A 1 defa14a-3152022.htm DEFA14A 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 |
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| March 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): March 14, 2022 (March 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 |
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| March 14, 2022 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-258467 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated August 12, 2021) Sema4 Holdings Corp. 236,223,401 Shares of Common Stock 7,236,667 Warrants to Purchase Shares of Common Stock 21,995,000 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated August 12, 2021 (the ?Prospectu |
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| March 14, 2022 |
As filed with the Securities and Exchange Commission on March 14, 2022 POS EX 1 sema4shortformposex.htm POS EX As filed with the Securities and Exchange Commission on March 14, 2022 Registration No. 333-258467 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sema4 Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 8000 |
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| March 14, 2022 |
Q4 2021 Earnings Presentation March 2022 Exhibit 99.2 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,? ?might,? ?will,? |
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| March 14, 2022 |
Exhibit 99.1 Sema4 Reports Fourth Quarter and Full Year 2021 Financial Results and Business Highlights 37% increase in fourth quarter test volumes (excluding COVID-19 tests) compared to the same period last year Record quarterly test volume of nearly 83,000 24% growth in fourth quarter revenue (excluding COVID-19 tests) compared to the same period last year Reiterating full year 2022 total revenue |
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| March 14, 2022 |
Exhibit 10.30 EXECUTIVE CHAIRMAN AGREEMENT THIS EXECUTIVE CHAIRMAN AGREEMENT (the ?Agreement?), dated as of the January 17, 2022, is by and between Sema4 Holdings Corp. (the ?Corporation?) and Jason Ryan (the ?Executive?). W I T N E S S E T H : WHEREAS, the Executive is a member of the board of directors of the Corporation (the ?Board?); WHEREAS, the Corporation wishes to set forth the terms and c |
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| March 14, 2022 |
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, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) 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, 2021 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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| March 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): March 14, 2022 (March 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 |
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| March 14, 2022 |
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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| March 14, 2022 |
EX-21.1 4 sema4-10xkfy2021xex211subs.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF SEMA HOLDINGS CORP. * Subsidiary name Jurisdiction of incorporation Sema4 OpCo, Inc. Delaware, United States * Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of Sema4 Holdings Corp. are omitted because, considered in the aggregate, they would not constitute a significant subsidiary as |
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| March 14, 2022 |
Exhibit 99.1 Sema4 Reports Fourth Quarter and Full Year 2021 Financial Results and Business Highlights 37% increase in fourth quarter test volumes (excluding COVID-19 tests) compared to the same period last year Record quarterly test volume of nearly 83,000 24% growth in fourth quarter revenue (excluding COVID-19 tests) compared to the same period last year Reiterating full year 2022 total revenue |
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| March 14, 2022 |
EX-99.2 3 final4qearningspresentat.htm EX-99.2 Q4 2021 Earnings Presentation March 2022 Exhibit 99.2 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, c |
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| March 8, 2022 |
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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| February 22, 2022 |
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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| February 17, 2022 |
DEFA14A 1 defa14a-2172022.htm DEFA14A 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 |
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| February 11, 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. |
