0001818331-24-000023 | 10-Q | XBRL Viewer

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Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, issued (in shares)	26,122,348	25,978,863
Common stock, outstanding (in shares)	26,122,348	25,978,863

Long-Term Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt

At March 31, 2024, long-term debt matures as follows:


2024 (remainder of year)	$	497
2025	1,211
2026	1,235
2027	1,260
2028	51,285
Thereafter	762
Total debt	56,250
Less: current portion of long-term debt	(798)
Less: long-term debt issuance costs	(3,159)
Total long-term debt, net of current portion and debt issuance costs	$	52,293

Perceptive Term Loan Facility

On October 27, 2023 (the “Closing Date”), the Company entered into the Perceptive Term Loan Facility. An initial tranche of $50 million (the “Tranche A Loan”) was funded under the Perceptive Term Loan Facility on the Closing Date. In addition to the Tranche A Loan, the Perceptive Term Loan Facility includes an additional tranche of $25 million (the “Tranche B Loan,” and together with the Tranche A Loan, the “Term Loans”), which will be accessible by the Company so long as the Company satisfies certain customary conditions precedent, including a specified revenue milestone (the funding date of the Tranche B Loan, the “Tranche B Borrowing Date”). The Perceptive Term Loan Facility has a maturity date of October 27, 2028 (the “Maturity Date”) and provides for an interest-only period during the term of the loan with principal due at the maturity date.

Interest Rate

The Perceptive Term Loan Facility will accrue interest at an annual rate equal to the sum of (a) Term SOFR (as defined in the Credit Agreement) and (b) an applicable margin of 7.5% (the “Applicable Margin”). Accrued interest on the Term Loans is payable monthly in arrears. Upon an Event of Default (as defined in the Credit Agreement), the Applicable Margin will automatically increase by an additional 4% per annum.

Amortization and Prepayment

Prior to the Maturity Date, there will be no scheduled principal payments under the Perceptive Term Loan Facility. On the Maturity Date, the Company is required to pay Perceptive the aggregate outstanding principal amount of the Term Loans and all accrued and unpaid interest thereon. The Term Loans may be prepaid at any time, subject to a prepayment premium equal to 0% to 10% of the aggregate outstanding principal amount being prepaid, depending on the date of prepayment.

Security Instruments and Warrant

In connection with the Credit Agreement, the Company also entered into a Security Agreement, dated as of the Closing Date, with Perceptive, pursuant to which all of its obligations under the Credit Agreement are secured by a first lien perfected security interest on substantially all of its existing and after-acquired assets, subject to customary exceptions.

On the Closing Date, as consideration for the Credit Agreement, the Company issued the Perceptive Warrant to Perceptive, which allows them to purchase up to 1,200,000 Warrant Shares. The 800,000 Initial Warrant Shares vested and became exercisable on the Closing Date and the 400,000 Additional Warrant Shares will potentially vest and become exercisable on the Tranche B Borrowing Date. The per share exercise price for the Initial Warrant Shares is $3.1752 (the “Initial Warrant Exercise Price”), which is equal to the10-day volume weighted average price (the “10-day VWAP”) of the Company’s Class A common stock at the end of the business day immediately prior to the Closing Date, and the per share exercise price for the Additional Warrant Shares will be equal to the lower of (a) the Initial Warrant Exercise Price or (b) the 10-day VWAP ending on the end of the business day immediately preceding the Tranche B Borrowing Date. The Perceptive Warrant will be exercisable, in whole or in part, until the 10th anniversary of the applicable vesting date.

Connecticut Department of Economic and Community Development Funding Commitment

In June 2017, ISMMS assigned a loan funding commitment from the DECD to the Company (the “DECD Loan Agreement”) to support the Genetic Sequencing Laboratory Project in Branford, Connecticut, with funding based on the achievement of certain

project development phases. The DECD Loan Agreement provided for a total loan commitment of $15.5 million at a fixed annual interest rate of 2.0% for a term of 10 years. The Company was required to make interest-only payments through July 2023 and principal and interest payments commencing in August 2023. The final payment of principal and interest was due in July 2028. However, under the terms of the DECD Loan Agreement, the DECD granted a partial principal loan forgiveness of up to $12.3 million in the aggregate. Such forgiveness was contingent upon the Company achieving certain job creation and retention milestones and $4.5 million had been forgiven at December 31, 2022. This commitment was collateralized by a security interest in certain machinery and equipment the Company acquired from ISMMS, as defined in a separate security agreement.

In January 2023, the Company amended the DECD Loan Agreement, which resulted in the Company agreeing to pay $2.0 million in principal, obtaining $2.8 million in debt forgiveness for achieving its Phase 2 job milestone, and agreeing to two new forgiveness milestone targets for its Phase 3 job milestone (eligible for $2.0 million in forgiveness) and a final phase job milestone (eligible for $1.0 million in forgiveness) (the “2022 Amended DECD Loan Agreement”). Upon execution of this amendment, the Company paid the $2.0 million in principal and received $2.8 million in debt forgiveness, and the Company recognized the debt forgiveness as other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023. The terms of the 2022 Amended DECD Loan Agreement require the Company to make interest-only payments through July 2024 and principal and interest payments commencing in August 2024 through July 2029 at the same fixed annual interest rate of 2.0%. The other terms of the 2022 Amended DECD Loan Agreement remained the same.

The outstanding loan balance from the 2022 Amended DECD Loan Agreement was $6.3 million at March 31, 2024.

Purchase Commitments and Contingencies - Schedule of Material Purchase Commitments (Details) - Software and Equipment Providers $ in Thousands	Mar. 31, 2024 USD ($)
Operating Leased Assets [Line Items]
2024	$ 3,040
2025	2,438
2026	1,771
2027	643
2028	107
Total purchase commitments	$ 7,999

Restructuring Costs

3 Months Ended

Mar. 31, 2024

Restructuring and Related Activities [Abstract]

Restructuring Costs

Total restructuring costs were $0.8 million and $0.7 million for the three months ended March 31, 2024 and 2023, respectively. The table below provides certain information concerning restructuring activity during the three months ended March 31, 2024:


	Reserve Balance at December 31, 2023		Charged to Costs and Expenses		Payments and Other		Reserve Balance at March 31, 2024
Severance	$	1,853	$	843	$	(1,342)	$	1,354

On October 30, 2023, the Company announced a continued strategic realignment of its organization to key priorities which includes the elimination of approximately 50 positions impacted on August 23, 2023, and approximately 35 positions impacted on October 30, 2023. Together these actions reduced the size of the Company’s workforce by 10% from the total number that existed at the time of the August reduction in force. In total, the Company announced cost saving initiatives, including but not limited to these reductions in force, that are expected to result in an excess of $40 million in annual cost reduction. The Company expects that all remaining cash severance payments will be complete in less than one year.

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income tax benefit	$ 82	$ 147
Effective tax rate	0.42%	0.30%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Long-Term Debt - Schedule of Long-Term Debt Maturities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
2024 (remainder of year)	$ 497
2025	1,211
2026	1,235
2027	1,260
2028	51,285
Thereafter	762
Total debt	56,250
Less: current portion of long-term debt	(798)
Less: long-term debt issuance costs	(3,159)
Total long-term debt, net of current portion and debt issuance costs	$ 52,293	$ 52,688

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ (451)	$ 48
Stock Appreciation Rights (SARs)
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Reversal of stock-based compensation	3,200	8,100
Cost of services
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	48	(1,666)
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	(187)	943
Selling and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	(20)	63
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ (292)	$ 708

Net Loss per Share - Potentially Dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,052,558	3,216,517
Outstanding options and RSUs to purchase Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,586,043	1,973,590
Outstanding warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,466,515	666,515
Outstanding earn-out shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	554,799
Outstanding earn-out RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	21,613

Property and Equipment, net (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment and Depreciation and Amortization Expense

Property and equipment, net consisted of the following:


	March 31, 2024		December 31, 2023
Capitalized software	$	32,171	$	32,171
Laboratory equipment	14,983		15,538
Leasehold improvements	14,614		14,614
Computer equipment	5,981		5,819
Building under finance lease	4,529		4,529
Equipment under finance leases	3,293		2,604
Furniture, fixtures and other equipment	550		550
Construction in-progress	2,910		3,106
Total property and equipment	79,031		78,931
Less: accumulated depreciation and amortization	(47,730)		(46,452)
Property and equipment, net	$	31,301	$	32,479

Depreciation and amortization expense is included within the condensed consolidated statements of operations and comprehensive loss as follows:


	Three months ended March 31,
	2024		2023
Cost of services	$	816	$	589
Research and development	196		852
Selling and marketing	—		2
General and administrative	730		3,687
Total depreciation and amortization expenses	$	1,742	$	5,130

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Jan. 31, 2024
Options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation cost on the unvested stock options	$ 1.5
Weighted-average vesting period for compensation cost	1 year 3 months 18 days
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted	0
Weighted average remaining contractual life (years), options exercisable	10 years
Vesting period	4 years
Shares available for grant (in shares)	1,879,336
2021 Plan \| Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares equal to percent	5.00%
Increase in common stock, capital shares reserved for future issuance (in shares)		1,298,943
2021 Employee Stock Purchase Plan \| Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares equal to percent	1.00%
Number of share reserved for issuance (in shares)	596,604

Net Loss per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:


	Three months ended March 31,
	2024		2023
Numerator:
Net loss attributable to common stockholders	$	(20,239)	$	(60,989)
Denominator:
Basic and diluted weighted-average common shares outstanding	26,062,170		20,061,945
Basic and diluted loss per share	$	(0.78)	$	(3.04)

Schedule of Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share

The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented as the effect would be anti-dilutive:


	March 31,
	2024	2023
Outstanding options and RSUs to purchase Class A common stock	2,586,043	1,973,590
Outstanding warrants	1,466,515	666,515
Outstanding earn-out shares	—	554,799
Outstanding earn-out RSUs	—	21,613
Total	4,052,558	3,216,517

Purchase Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Material Purchase Commitments

The following sets forth purchase commitments with software and equipment providers as of March 31, 2024 with a remaining term of at least one year:



2024 (remainder of year)	$	3,040
2025	2,438
2026	1,771
2027	643
2028	107
Total purchase commitments	$	7,999

Summary of Significant Accounting Policies - Concentration Risk (Details) - Customer Concentration Risk	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue \| Payor A
Concentration Risk [Line Items]
Concentration risk, percentage	19.00%	15.00%
Revenue \| Payor B
Concentration Risk [Line Items]
Concentration risk, percentage	30.00%	24.00%
Accounts Receivable \| Payor B
Concentration Risk [Line Items]
Concentration risk, percentage			10.00%
Accounts Receivable \| Payor C
Concentration Risk [Line Items]
Concentration risk, percentage	14.00%

Net Loss per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Loss per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:


	Three months ended March 31,
	2024		2023
Numerator:
Net loss attributable to common stockholders	$	(20,239)	$	(60,989)
Denominator:
Basic and diluted weighted-average common shares outstanding	26,062,170		20,061,945
Basic and diluted loss per share	$	(0.78)	$	(3.04)


	March 31,
	2024	2023
Outstanding options and RSUs to purchase Class A common stock	2,586,043	1,973,590
Outstanding warrants	1,466,515	666,515
Outstanding earn-out shares	—	554,799
Outstanding earn-out RSUs	—	21,613
Total	4,052,558	3,216,517

Net Loss per Share - Diluted (Details) - $ / shares	3 Months Ended
Net Loss per Share - Diluted (Details) - $ / shares	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Weighted average shares outstanding of Class A common stock, Basic (in shares)	26,062,170	20,061,945
Weighted average shares outstanding, diluted (in shares)	26,062,170	20,061,945
Basic net loss per share, Class A common stock (in dollars per share)	$ (0.78)	$ (3.04)
Class A common stock
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Weighted average shares outstanding of Class A common stock, Basic (in shares)	26,062,170	20,061,945
Weighted average shares outstanding, diluted (in shares)	26,062,170	20,061,945
Basic net loss per share, Class A common stock (in dollars per share)	$ (0.78)	$ (3.04)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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+ Details

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Total revenue	$ 62,422	$ 43,139
Cost of services	25,011	27,903
Gross profit	37,411	15,236
Research and development	11,567	14,592
Selling and marketing	16,085	13,452
General and administrative	22,445	43,689
Impairment loss	0	2,120
Other operating expenses, net	974	1,747
Loss from operations	(13,660)	(60,364)
Non-operating income (expenses), net
Change in fair value of warrants and earn-out contingent liabilities	(6,101)	(3,453)
Interest expense, net	(597)	(35)
Other income, net	37	2,716
Total non-operating loss, net	(6,661)	(772)
Loss before income taxes	(20,321)	(61,136)
Income tax benefit	82	147
Net loss	(20,239)	(60,989)
Other comprehensive loss, net of tax
Unrealized loss related to available for sale securities, net	(134)	0
Comprehensive loss	$ (20,373)	$ (60,989)
Weighted average shares outstanding of Class A common stock, Basic (in shares)	26,062,170	20,061,945
Weighted average shares outstanding of Class A common stock, Diluted (in shares)	26,062,170	20,061,945
Basic net loss per share, Class A common stock (in dollars per share)	$ (0.78)	$ (3.04)
Diluted net loss per share, Class A common stock (in dollars per share)	$ (0.78)	$ (3.04)
Class A common stock
Other comprehensive loss, net of tax
Weighted average shares outstanding of Class A common stock, Basic (in shares)	26,062,170	20,061,945
Weighted average shares outstanding of Class A common stock, Diluted (in shares)	26,062,170	20,061,945
Basic net loss per share, Class A common stock (in dollars per share)	$ (0.78)	$ (3.04)
Diluted net loss per share, Class A common stock (in dollars per share)	$ (0.78)	$ (3.04)
Diagnostic test revenue
Total revenue	$ 61,104	$ 41,850
Other revenue
Total revenue	$ 1,318	$ 1,289

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total	$ 62,422	$ 43,139
GeneDx
Disaggregation of Revenue [Line Items]
Total	61,461	40,693
Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	961	2,446
Diagnostic test revenue
Disaggregation of Revenue [Line Items]
Total	61,104	41,850
Diagnostic test revenue \| GeneDx
Disaggregation of Revenue [Line Items]
Total	60,143	39,404
Diagnostic test revenue \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	961	2,446
Patients with third-party insurance
Disaggregation of Revenue [Line Items]
Total	43,839	25,329
Patients with third-party insurance \| GeneDx
Disaggregation of Revenue [Line Items]
Total	42,878	22,878
Patients with third-party insurance \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	961	2,451
Institutional customers
Disaggregation of Revenue [Line Items]
Total	16,674	16,060
Institutional customers \| GeneDx
Disaggregation of Revenue [Line Items]
Total	16,674	16,060
Institutional customers \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	0	0
Self-pay patients
Disaggregation of Revenue [Line Items]
Total	591	461
Self-pay patients \| GeneDx
Disaggregation of Revenue [Line Items]
Total	591	466
Self-pay patients \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	0	(5)
Other revenue
Disaggregation of Revenue [Line Items]
Total	1,318	1,289
Other revenue \| GeneDx
Disaggregation of Revenue [Line Items]
Total	1,318	1,289
Other revenue \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	$ 0	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2019	Jun. 01, 2017
Related Party Transaction [Line Items]
Revenue	$ 62,422	$ 43,139
Commitment to receive future capital contributions					$ 55,000
Payables	32,410		$ 37,456
Cost of services	25,011	27,903
Purchase Of Diagnostic Testing Kits And Materials
Related Party Transaction [Line Items]
Purchases from related party	2,500	500
Related Party
Related Party Transaction [Line Items]
Cumulative funding drawn				$ 55,000
Cost of services	1,452	815
Related Party \| BioReference Laboratories, Inc.
Related Party Transaction [Line Items]
Revenue	400	700
Related Party \| Service Agreements
Related Party Transaction [Line Items]
Related party costs	1,400	1,900
Payables	1,000		1,000
Related Party \| Purchase Of Diagnostic Testing Kits And Materials
Related Party Transaction [Line Items]
Payables	100		$ 400
Cost of services	1,000	100
Related Party \| Transition Services Agreement \| OPKO
Related Party Transaction [Line Items]
Related party costs		800
Diagnostic Test
Related Party Transaction [Line Items]
Revenue	61,104	41,850
Diagnostic Test \| Related Party
Related Party Transaction [Line Items]
Revenue	$ 600	$ 800

Purchase Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Purchase Commitments and Contingencies

Purchase Commitments

The following sets forth purchase commitments with software and equipment providers as of March 31, 2024 with a remaining term of at least one year:



2024 (remainder of year)	$	3,040
2025	2,438
2026	1,771
2027	643
2028	107
Total purchase commitments	$	7,999

The Company enters into contracts with suppliers to purchase materials needed for diagnostic testing. These contracts generally do not require multi-year purchase commitments.

There have been no material changes to the lease obligations from those disclosed in Note 10, “Leases” to the consolidated financial statements included in the 2023 Form 10-K.

Contingencies

The Company is or may become subject to various claims and legal actions arising in the ordinary course of business. The Company does not believe that the outcome of any existing matters will have a material effect on the Company’s condensed consolidated financial statements. However, no assurance can be given that the ultimate resolution of such proceedings will not materially impact the Company’s condensed consolidated financial statements.

Except as described below, the Company was not a party to any material legal proceedings at March 31, 2024, nor is it a party to any material legal proceedings at the date of issuance of these condensed consolidated financial statements.

On September 7, 2022, a shareholder class action lawsuit was filed in the United States District Court for the District of Connecticut against the Company and certain of the Company’s current and former officers. The complaint purports to bring suit on behalf of stockholders who purchased the Company’s publicly traded securities between March 14, 2022 and August 15, 2022. Following the appointment of a lead plaintiff, an amended complaint was filed on January 30, 2023. As amended, the complaint purports to allege that the defendants made false and misleading statements about the Company’s business, operations and prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and seeks unspecified compensatory damages, fees and costs. The defendants moved to dismiss the amended complaint on August 21, 2023. That motion is pending. The Company believes the allegations and claims made in the complaint are without merit.

On February 7, 2023, a stockholder commenced a lawsuit in the Delaware Court of Chancery. The suit is brought as a class action on behalf of stockholders of CMLS who did not redeem their shares in connection with the Business Combination. The suit names as defendants all directors of CMLS at the time of the transaction, including directors who continue to serve on the Company’s Board of Directors, as well as CMLS Holdings LLC. The Company is not named as a defendant. The complaint alleges that the July 2, 2021 proxy statement mailed to CMLS stockholders in connection with the transaction contained false and misleading statements, and purports to assert a claim of breach of fiduciary duty against all individual defendants, and a similar claim against CMLS Holdings LLC and certain individuals for breach of fiduciary duty as control persons. The suit seeks to recover unspecified damages on behalf of the alleged class, among other relief. After defendants moved to dismiss the case, the plaintiff filed an amended complaint on July 6, 2023, revising certain allegations and adding third parties as defendants. The defendants answered the amended complaint on September 15, 2023. The Company believes the allegations and claims made in the amended complaint are without merit. The Company is subject to certain claims for advancement and indemnification by the individual defendants in this proceeding.

On November 28, 2023, a stockholder filed a derivative suit, allegedly on behalf of the Company, based largely on the same allegations in the securities class action referenced above. The suit was filed in federal court in the District of Delaware, styled Ghazaleh v. Schadt, et al, 23-cv-01357 (D. Del.), and purports to assert claims against certain of the Company’s former and current officers and directors under Section 10(b) of the Exchange Act, and for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment and corporate waste. The Company is named only as a nominal defendant. The complaint seeks damages on the Company’s behalf, and seeks corporate governance and other relief. The response to the complaint is not yet due.

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information


	Three months ended March 31,
	2024						2023
	GeneDx		Legacy Sema4		Total		GeneDx		Legacy Sema4		Total
Revenue	$	61,461	$	961	$	62,422	$	40,693	$	2,446	$	43,139
Adjusted cost of services	24,099		—		24,099		26,826		2,080		28,906
Adjusted gross profit (1)	37,362		961		38,323		13,867		366		14,233

Reconciliations:
Depreciation and amortization	816		—		816		476		113		589
Stock-based compensation	48		—		48		305		(1,971)		(1,666)
Restructuring costs	48		—		48		43		31		74
Gross profit	$	36,450	$	961	$	37,411	$	13,043	$	2,193	$	15,236

(1)Adjusted cost of services and adjusted gross profit exclude depreciation and amortization expense, stock-based compensation expense and restructuring costs.

Organization and Description of Business	3 Months Ended
Organization and Description of Business	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business GeneDx Holdings Corp., through its subsidiary GeneDx, LLC, provides genomics-related diagnostic and information services and pursues genomics medical research. GeneDx utilizes an integrated portfolio of laboratory processes, software tools and informatics capabilities to process DNA-containing samples, analyzes information about patient-specific genetic variation and generates test reports for clinicians and their patients. GeneDx provides a variety of genetic diagnostic tests, screening solutions, and information with a focus on pediatrics, rare diseases for children and adults, and hereditary cancer screening. GeneDx Holdings’ operating subsidiaries primarily serve healthcare professionals who work with their patients and bills third-party payors across the United States. On January 31, 2023, the Company raised approximately $150.0 million in gross proceeds and announced the closing of an underwritten public offering of 9,962,316 shares of its Class A common stock and a concurrent registered direct offering of 2,353,436 shares of its Class A common stock. The net offering proceeds received after deducting underwriters' discounts and commissions payable by the Company were approximately $135.4 million. On April 17, 2023, following the Company’s receipt of stockholder approval for the issuance, the Company issued the remaining 676,868 shares of the Company’s Class A common stock in its previously announced registered direct offering for gross proceeds of approximately $7.6 million. Unless otherwise stated herein or unless the context otherwise requires, references in these notes to: •“GeneDx Holdings” refers to GeneDx Holdings Corp., a Delaware corporation (f/k/a Sema4 Holdings Corp. (“Sema4 Holdings”)); •“Legacy GeneDx” refers to GeneDx, LLC, a Delaware limited liability company (formerly, GeneDx, Inc., a New Jersey corporation), which we acquired on April 29, 2022 (the “Acquisition”); •“Legacy Sema4” refers to Mount Sinai Genomics, Inc. d/b/a as Sema4, a Delaware corporation, which consummated the business combination with CM Life Sciences, Inc. (“CMLS”) on July 22, 2021 (the “Business Combination”); and •“we,” “us” and “our,” the “Company” and “GeneDx” refer, as the context requires, to: ◦Legacy Sema4 prior to the Business Combination, and GeneDx Holdings and its consolidated subsidiaries following the consummation of the Business Combination; and ◦Legacy GeneDx prior to the Acquisition, and GeneDx Holdings and its consolidated subsidiaries following the consummation of the Acquisition.

Property and Equipment, net - Components (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 79,031	$ 78,931
Less: accumulated depreciation and amortization	(47,730)	(46,452)
Property and equipment, net	31,301	32,479
Capitalized software
Property, Plant and Equipment [Line Items]
Total property and equipment	32,171	32,171
Laboratory equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	14,983	15,538
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	14,614	14,614
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	5,981	5,819
Building under finance lease
Property, Plant and Equipment [Line Items]
Total property and equipment	4,529	4,529
Equipment under finance leases
Property, Plant and Equipment [Line Items]
Total property and equipment	3,293	2,604
Furniture, fixtures and other equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	550	550
Construction in-progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,910	$ 3,106

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net loss	$ (20,239)	$ (60,989)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Related Party Expenses

Total related party costs are included within cost of services and other operating expenses, net in the condensed consolidated statements of operations and comprehensive loss as follows:


	Three months ended March 31,
	2024		2023
Cost of services	$	1,452	$	815

Other operating expenses, net	974		1,747
Total related party costs	$	2,426	$	2,562

Supplemental Financial Information - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Accounts payable	$ 9,477	$ 10,238
Accrued purchases	11,292	12,154
Reserves for refunds to insurance carriers and others	11,641	15,064
Total	$ 32,410	$ 37,456

Supplemental Financial Information

3 Months Ended

Mar. 31, 2024

Other Liabilities Disclosure [Abstract]

Supplemental Financial Information

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets to the total of the same amounts shown on the condensed consolidated statements of cash flows:


	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	83,673	$	99,681
Restricted cash (included in other assets)	987		987
Total	$	84,660	$	100,668

Restricted cash as of March 31, 2024 and December 31, 2023 primarily consists of money market deposit accounts that secure an irrevocable standby letter of credit that serves as collateral for security deposit operating leases.

Accounts payable and accrued expenses consisted of the following:


	March 31, 2024		December 31, 2023
Accounts payable	$	9,477	$	10,238
Accrued purchases	11,292		12,154
Reserves for refunds to insurance carriers and others	11,641		15,064
Total	$	32,410	$	37,456

Other current liabilities consisted of the following:


	March 31, 2024		December 31, 2023
Accrued compensation	$	9,995	$	12,465
Accrued severance	1,354		1,853
Other	1,891		2,018
Total	$	13,240	$	16,336

Other liabilities consisted of the following:


	March 31, 2024		December 31, 2023
Warrant liability	$	8,836	$	2,735
Third party payor reserve	12,000		12,000
Total	$	20,836	$	14,735

Revenue Recognition

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Disaggregated Revenue

The following table summarizes the Company’s disaggregated revenue by payor category:


	Three months ended March 31,
	2024						2023
	GeneDx		Legacy Sema4		Consolidated		GeneDx		Legacy Sema4		Consolidated
Diagnostic test revenue:
Patients with third-party insurance	$	42,878	$	961	$	43,839	$	22,878	$	2,451	$	25,329
Institutional customers	16,674		—		16,674		16,060		—		16,060
Self-pay patients	591		—		591		466		(5)		461
Total diagnostic test revenue	60,143		961		61,104		39,404		2,446		41,850
Other revenue	1,318		—		1,318		1,289		—		1,289
Total	$	61,461	$	961	$	62,422	$	40,693	$	2,446	$	43,139

Reassessment of Variable Consideration

Subsequent changes to the estimate of the transaction price, determined on a portfolio basis when applicable, are generally recorded as adjustments to revenue in the period of the change. The Company updates estimated variable consideration quarterly.

For the three months ended March 31, 2024 and 2023, the total change in estimate resulted in a net increase to revenue of $5.7 million and $2.7 million, respectively, resulting from changes in the estimated transaction price due to contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligation was met and potential and actual settlements with third party payors. The change in estimate also included an increase in revenue related to a partial release of a previously established payor reserve, as further disclosed in the “Certain Payor Matters” section below. The quarterly change in estimate did not result in material adjustments to the Company’s previously reported revenue or accounts receivable amounts.

Certain Payor Matters

As noted above, third-party payors, including government programs, may decide to deny payment or seek to recoup payments for tests performed by the Company that they contend were improperly billed, not medically necessary or against their coverage determinations, or for which they believe they have otherwise overpaid, including as a result of their own error. As a result, the Company may be required to refund payments already received, and the Company’s revenues may be subject to retroactive adjustment as a result of these factors among others, including without limitation, differing interpretations of billing and coding guidance, and changes by government agencies and payors in interpretations, requirements, policies and/or “conditions of participation” in various programs. The Company processes requests for recoupment from third-party payors in the ordinary course of its business, and it is likely that the Company will continue to do so in the future. If a third-party payor denies payment for testing or recoups money from the Company in a later period, reimbursement and the associated recognition of revenue for the Company’s testing services could decline.

From time to time, the Company may have an obligation to reimburse Medicare, Medicaid, and third-party payors for overpayments regardless of fault. Settlements with third-party payors for retroactive adjustments due to audits, reviews, or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing services. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor, the Company’s historical settlement activity (if any), and the Company’s assessment of the probability a significant reversal of cumulative revenue recognized will occur when the uncertainty is subsequently resolved. Estimated settlements are adjusted in future periods as such adjustments become known (that is, if new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations.

On December 30, 2022, the Company entered into a settlement agreement with one of its third-party payors (the “Payor”) in order to settle the claims related to coverage and billing matters allegedly resulting in the overpayments by the Payor to Legacy Sema4 (the “Disputed Claims”). Under the settlement agreement, $42.0 million is to be paid by the Company to the Payor in a series of payments each year through June 30, 2026. In consideration for these payments, the Payor provided releases of the Disputed Claims, effective March 31, 2023.

As a result of this matter, and in connection with a review of certain billing policies and procedures undertaken by management, the Company considered the need to establish reserves for potential recoupments of payments previously made by third-party payors. As of March 31, 2024 and December 31, 2023, $23.9 million and $27.0 million of liabilities were recorded in accounts payable and accrued expenses and other liabilities, respectively. The Company uses estimates, judgments, and assumptions to assess whether it is probable that a significant reversal in the amount of cumulative revenue may occur in future periods, based upon information presently available. These estimates are subject to change. In addition, as discussed above, the Company has made certain adjustments to its estimated variable consideration as result of this matter and other potential settlements with payors.

Remaining Performance Obligations

Due to the long-term nature of collaboration service agreements, the Company’s obligations pursuant to such agreements represents partially unsatisfied performance obligations at March 31, 2024. The revenues under these existing long-term service agreements are estimated to be approximately $2.6 million. The Company expects to recognize the majority of this revenue over the next twelve months.

Costs to Fulfill Contracts

Costs associated with fulfilling the Company’s performance obligations pursuant to its collaboration service agreements include costs for services that are subcontracted to Icahn School of Medicine at Mount Sinai (“ISMMS”). Amounts are generally prepaid and then expensed in line with the pattern of revenue recognition. Prepayment of amounts prior to the costs being incurred are recognized on the condensed consolidated balance sheets as current or non-current assets based upon forecasted performance.

As of March 31, 2024 and December 31, 2023, deferred costs to fulfill contracts were nominal. At each period, all outstanding deferred costs were recorded as other current assets.

The cost recognized was $0.4 million and $0.6 million for the three months ended March 31, 2024 and 2023, respectively and are recorded in the cost of services in the condensed consolidated statements of operations and comprehensive loss.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-based compensation expense is included within the condensed consolidated statements of operations and comprehensive loss as follows:


	Three months ended March 31,
	2024		2023
Cost of services	$	48	$	(1,666)
Research and development	(187)		943
Selling and marketing	(20)		63
General and administrative	(292)		708
Total stock-based compensation expense1	$	(451)	$	48

1 The Company recorded an aggregate reversal of stock-based compensation of $3.2 million and $8.1 million during the three months ended March 31, 2024 and 2023, respectively, due to forfeiture activities upon employee terminations.

The Company maintains the 2021 Equity Incentive Plan (as amended, the “2021 Plan”), which allows for grants of stock-based awards. No awards granted under the 2021 Plan are exercisable after 10 years from the date of grant, and the awards granted under the 2021 Plan generally vest over a four-year period on a graded vesting basis; however, the Company also granted certain RSUs with vesting terms beginning 12 months from the grant date and vesting immediately on the grant date. On January 1 of each year through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 Plan may be increased automatically by the number of shares equal to 5% of the total number of shares of all classes of common stock issued and outstanding immediately preceding December 31. In January 2024, the number of Class A common stock reserved for future issuance under the 2021 Plan automatically increased by 1,298,943 shares.

The Company also maintains the 2023 Equity Inducement Plan (the “Equity Inducement Plan”), which allows for grants of equity awards of the Company’s Class A common stock to individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company.

As of March 31, 2024, there was an aggregate of 1,879,336 shares available for grants of stock options or other awards under the 2021 Plan and Equity Inducement Plan.

Stock Options

The following table summarizes the stock option activity during the three months ended March 31, 2024:


	Stock Options	Weighted Average Exercise Price
Outstanding at December 31, 2023	497,976	$	42.80

Exercised	(4,877)	$	5.05
Forfeited/Expired	(63,306)	$	56.84
Outstanding at March 31, 2024	429,793	$	41.20
Options exercisable at March 31, 2024	280,612	$	35.43

At March 31, 2024, unrecognized stock-based compensation cost related to the unvested portion of the Company’s stock options was $1.5 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.3 years.

Restricted Stock Units (RSUs)

The following table summarizes the time-based RSU activity during the three months ended March 31, 2024:


	Restricted Stock Units	Weighted Average Grant Date Fair Value Per Unit
Outstanding at December 31, 2023	1,507,877	$	15.48
Granted	1,010,121	$	8.66
Vested	(138,608)	$	16.20
Forfeited	(223,140)	$	18.67
Outstanding at March 31, 2024	2,156,250	$	11.75

Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. On January 1 of each year through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 ESPP may be increased automatically by the number of shares equal to 1% of the total number of shares of all classes of common stock issued and outstanding immediately preceding December 31. The Company did not make any grants of purchase rights under the 2021 ESPP during the three months ended March 31, 2024 and 2023. A total of 596,604 shares of Class A common stock have been reserved for future issuance under the 2021 ESPP.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Long-Term Debt - Loan and Security Agreement (Details) - USD ($) $ / shares in Units, $ in Millions	Oct. 27, 2023	Mar. 31, 2024
Debt Instrument [Line Items]
Expected term (in years)		5 years
Credit Agreement \| Perceptive Term Loan Facility
Debt Instrument [Line Items]
Revolving credit facility	$ 75.0
Debt instrument, interest rate, increase (decrease)	4.00%
Volume weighted average price period	10 days
Expected term (in years)	10 years
Credit Agreement \| Perceptive Term Loan Facility \| Perceptive Warrant Liability
Debt Instrument [Line Items]
Number of shares to purchase (in shares)	1,200,000
Credit Agreement \| Perceptive Term Loan Facility \| Initial Warrant Shares
Debt Instrument [Line Items]
Number of shares to purchase (in shares)	800,000
Warrant exercise price (in dollars per share)	$ 3.1752
Credit Agreement \| Perceptive Term Loan Facility \| Additional Warrant Shares
Debt Instrument [Line Items]
Number of shares to purchase (in shares)	400,000
Credit Agreement \| Perceptive Term Loan Facility \| Minimum
Debt Instrument [Line Items]
Prepayment premium (as percent)	0.00%
Credit Agreement \| Perceptive Term Loan Facility \| Maximum
Debt Instrument [Line Items]
Prepayment premium (as percent)	10.00%
Credit Agreement \| Perceptive Term Loan Facility \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	7.50%
Credit Agreement, Tranche A Loan \| Perceptive Term Loan Facility
Debt Instrument [Line Items]
Revolving credit facility	$ 50.0
Credit Agreement, Tranche B Loan \| Perceptive Term Loan Facility
Debt Instrument [Line Items]
Revolving credit facility	$ 25.0

Restructuring Costs - Narrative (Details) $ in Millions			3 Months Ended
Restructuring Costs - Narrative (Details) $ in Millions	Oct. 30, 2023 USD ($) position	Aug. 23, 2023 position	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)
Restructuring and Related Activities [Abstract]
Restructuring costs			$ 0.8	$ 0.7
Number of positions eliminated \| position	35	50
Number of positions eliminated, period percent	10.00%
Annual cost reduction	$ 40.0

Intangible Assets

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

The following table reflects, as of March 31, 2024, the carrying values and remaining useful lives of acquired intangible assets:


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted-Average Amortization Period (in years)
Tradenames and trademarks	$	50,000	$	5,989	$	44,011	14.1
Developed technology	48,000		11,500		36,500		6.1
Customer relationships	98,000		9,392		88,608		18.1
	$	196,000	$	26,881	$	169,119

Amortization expense for tradenames and trademarks and developed technology of $2.3 million was recorded in general and administrative for the three months ended March 31, 2024 and 2023 within the condensed consolidated statements of operations and comprehensive loss. Amortization expense for customer relationships of $1.2 million was recorded in selling and marketing for the three months ended March 31, 2024 and 2023 within the condensed consolidated statements of operations and comprehensive loss.

Fair Value Measurements - Schedule of Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Recurring
Financial Assets:
Total financial assets	$ 104,291	$ 122,928
Financial Liabilities:
Total financial liabilities	8,836	2,735
Fair Value, Recurring \| Money Market Funds
Financial Assets:
Cash, cash equivalents, fair value	75,334	92,702
Fair Value, Recurring \| US Treasury Securities
Financial Assets:
Cash, cash equivalents, fair value	5,929	6,128
Fair Value, Recurring \| Corporate and Municipal
Financial Assets:
Cash, cash equivalents, fair value	23,028	24,098
Fair Value, Recurring \| Level 1
Financial Assets:
Total financial assets	75,334	92,702
Financial Liabilities:
Total financial liabilities	905	149
Fair Value, Recurring \| Level 1 \| Money Market Funds
Financial Assets:
Cash, cash equivalents, fair value	75,334	92,702
Fair Value, Recurring \| Level 1 \| US Treasury Securities
Financial Assets:
Cash, cash equivalents, fair value	0	0
Fair Value, Recurring \| Level 1 \| Corporate and Municipal
Financial Assets:
Cash, cash equivalents, fair value	0	0
Fair Value, Recurring \| Level 2
Financial Assets:
Total financial assets	28,957	30,226
Financial Liabilities:
Total financial liabilities	414	71
Fair Value, Recurring \| Level 2 \| Money Market Funds
Financial Assets:
Cash, cash equivalents, fair value	0	0
Fair Value, Recurring \| Level 2 \| US Treasury Securities
Financial Assets:
Cash, cash equivalents, fair value	5,929	6,128
Fair Value, Recurring \| Level 2 \| Corporate and Municipal
Financial Assets:
Cash, cash equivalents, fair value	23,028	24,098
Fair Value, Recurring \| Level 3
Financial Assets:
Total financial assets	0	0
Financial Liabilities:
Total financial liabilities	7,517	2,515
Fair Value, Recurring \| Level 3 \| Money Market Funds
Financial Assets:
Cash, cash equivalents, fair value	0	0
Fair Value, Recurring \| Level 3 \| US Treasury Securities
Financial Assets:
Cash, cash equivalents, fair value	0	0
Fair Value, Recurring \| Level 3 \| Corporate and Municipal
Financial Assets:
Cash, cash equivalents, fair value	0	0
Public warrant liability \| Fair Value, Recurring
Financial Liabilities:
Warrant liabilities	905	149
Public warrant liability \| Fair Value, Recurring \| Level 1
Financial Liabilities:
Warrant liabilities	905	149
Public warrant liability \| Fair Value, Recurring \| Level 2
Financial Liabilities:
Warrant liabilities	0	0
Public warrant liability \| Fair Value, Recurring \| Level 3
Financial Liabilities:
Warrant liabilities	0	0
Private warrant liability \| Fair Value, Recurring
Financial Liabilities:
Warrant liabilities	414	71
Private warrant liability \| Fair Value, Recurring \| Level 1
Financial Liabilities:
Warrant liabilities	0	0
Private warrant liability \| Fair Value, Recurring \| Level 2
Financial Liabilities:
Warrant liabilities	414	71
Private warrant liability \| Fair Value, Recurring \| Level 3
Financial Liabilities:
Warrant liabilities	0	0
Perceptive Warrant Liability
Financial Liabilities:
Warrant liabilities	7,500	2,500
Perceptive Warrant Liability \| Fair Value, Recurring
Financial Liabilities:
Warrant liabilities	7,517	2,515
Perceptive Warrant Liability \| Fair Value, Recurring \| Level 1
Financial Liabilities:
Warrant liabilities	0	0
Perceptive Warrant Liability \| Fair Value, Recurring \| Level 2
Financial Liabilities:
Warrant liabilities	0	0
Perceptive Warrant Liability \| Fair Value, Recurring \| Level 3
Financial Liabilities:
Warrant liabilities	$ 7,517	$ 2,515

Long-Term Debt - Connecticut Department of Economic and Community Development Funding Commitment (Details) $ in Millions	1 Months Ended		3 Months Ended	12 Months Ended
	Jan. 31, 2023 USD ($) milestone	Jun. 30, 2017 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2022 USD ($)
DECD Loan Agreement
Debt Instrument [Line Items]
Total funding commitment		$ 15.5
Interest rate (as percent)		2.00%
Administrative expenses over period (in years)		10 years
Maximum loan forgiveness			$ 12.3
Debt forgiven				$ 4.5
Number of forgiveness milestones \| milestone	2
Outstanding loan balance			$ 6.3
DECD Loan Agreement, Phase 2 Funding
Debt Instrument [Line Items]
Debt forgiven	$ 2.8
Long-term debt principal payments	2.0
DECD Loan Agreement, Phase 3 Funding
Debt Instrument [Line Items]
Debt forgiveness eligible	2.0
DECD Loan Agreement, Final Phase Funding
Debt Instrument [Line Items]
Debt forgiveness eligible	$ 1.0

Restructuring Costs - Restructuring Activity (Details) - Severance $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	$ 1,853
Charged to Costs and Expenses	843
Payments and Other	(1,342)
Restructuring reserve, ending balance	$ 1,354

Organization and Description of Business (Details) - USD ($) $ in Millions	Apr. 17, 2023	Jan. 31, 2023
January 2023 Public Offering
Organization and Description of Business [Line Items]
Proceeds from issuance of common stock		$ 150.0
Sale of stock (in shares)		9,962,316
Proceeds after deducting underwriter discount and commission		$ 135.4
January 2023 Additional Purchase Offering To Institutional Investors
Organization and Description of Business [Line Items]
Proceeds from issuance of common stock	$ 7.6
Sale of stock (in shares)		2,353,436
Remaining number of common stock, shares issued (in shares)	676,868

Fair Value Measurements - Summary of Utilized in Determining Warrant Shares Valuation (Details) - Perceptive Warrant Liability	Mar. 31, 2024 Year	Dec. 31, 2023 Year
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant shares measurement input	9.13	2.75
Exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant shares measurement input	3.18	3.18
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant shares measurement input	1.100	1.100
Expected term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant shares measurement input	9.6	9.8
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant shares measurement input	0.0420	0.0388
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant shares measurement input	0	0

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Acquired Intangible Assets

The following table reflects, as of March 31, 2024, the carrying values and remaining useful lives of acquired intangible assets:


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted-Average Amortization Period (in years)
Tradenames and trademarks	$	50,000	$	5,989	$	44,011	14.1
Developed technology	48,000		11,500		36,500		6.1
Customer relationships	98,000		9,392		88,608		18.1
	$	196,000	$	26,881	$	169,119

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting disclosure rules and regulations of the SEC regarding interim financial reporting. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP. These condensed financial statements consolidate the operations and accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless otherwise noted, all tabular dollars are in thousands, except per share amounts. Certain reclassifications have been made to the prior year condensed consolidated financial statements in order to conform to the current year’s presentation. In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair statement of the financial position and the results of operations of the Company for the interim periods presented. Interim results are not necessarily indicative of the results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. In addition, the Company is a “smaller reporting company”, as defined in Item 10(f)(1) of the U.S. Securities and Exchange Commission’s Regulation S-K. As such, the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting, including the reporting of two fiscal years of financial statements, not being required to provide an auditor attestation of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
Use of Estimates	Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the valuation of stock-based awards, the valuation of warrant liabilities, income taxes and intangible assets. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates, judgments and assumptions.
Concentration of Credit Risk and Other Risks and Uncertainties	Concentration of Credit Risk and Other Risks and Uncertainties The Company assesses both the self-pay patient and, if applicable, the third-party payor that reimburses the Company on the patient’s behalf when evaluating concentration of credit risk. Significant patients and payors are those that represent more than 10% of the Company’s total revenues for the period or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of March 31, 2024 and December 31, 2023 were primarily from large managed care insurance companies, institutional billed accounts, and data arrangements. There was one individual client that accounted for approximately 14% of accounts receivable as of March 31, 2024. The Company does not require collateral as a means to mitigate customer credit risk.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-09, Income Taxes – Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard requires additional disclosures around disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The standard requires enhanced segment reporting disclosures, including significant segment expenses and other segment items. Additionally, the standard requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied retrospectively to all periods presented in financial statements unless it is impractical to do so. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Segment Reporting

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment Reporting

The Company’s structure is aligned with how the chief operating decision maker (“CODM”) reviews the business, makes investing and resource allocation decisions and assesses operating performance. The Company’s two reportable segments are: (i) GeneDx inclusive of Legacy GeneDx and Legacy Sema4 data revenues and associated costs and (ii) Legacy Sema4 diagnostics. The GeneDx segment primarily provides pediatric and rare disease diagnostics with a focus on whole exome and genome sequencing and, to a lesser extent, data and information services. The Legacy Sema4 diagnostics segment provided reproductive and women’s health and somatic oncology diagnostic testing and screening products and has been completely shut down.

The CODM evaluates segment performance based on revenue and adjusted gross profit.


	Three months ended March 31,
	2024						2023
	GeneDx		Legacy Sema4		Total		GeneDx		Legacy Sema4		Total
Revenue	$	61,461	$	961	$	62,422	$	40,693	$	2,446	$	43,139
Adjusted cost of services	24,099		—		24,099		26,826		2,080		28,906
Adjusted gross profit (1)	37,362		961		38,323		13,867		366		14,233

Reconciliations:
Depreciation and amortization	816		—		816		476		113		589
Stock-based compensation	48		—		48		305		(1,971)		(1,666)
Restructuring costs	48		—		48		43		31		74
Gross profit	$	36,450	$	961	$	37,411	$	13,043	$	2,193	$	15,236

(1)Adjusted cost of services and adjusted gross profit exclude depreciation and amortization expense, stock-based compensation expense and restructuring costs.

Management manages assets on a total company basis, not by reporting segment. The CODM does not regularly review any asset information by reporting segment and, accordingly, the Company does not report asset information by reporting segment.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Net Loss per Share - Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net loss attributable to common stockholders	$ (20,239)	$ (60,989)
Denominator:
Basic weighted-average common shares outstanding (in shares)	26,062,170	20,061,945
Diluted weighted-average common shares outstanding (in shares)	26,062,170	20,061,945
Basic loss per share (in dollars per share)	$ (0.78)	$ (3.04)
Diluted loss per share (in dollars per share)	$ (0.78)	$ (3.04)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Related Party Revenues

Total related party diagnostic testing revenues were $0.6 million and $0.8 million for the three months ended March 31, 2024 and 2023, respectively.

Related party revenues primarily include diagnostic testing revenues from a subsidiary of OPKO. The prices charged represent market rates. Revenue recorded from this contract was $0.4 million and $0.7 million for the three months ended March 31, 2024 and 2023, respectively.

Related Party Expenses

Total related party costs are included within cost of services and other operating expenses, net in the condensed consolidated statements of operations and comprehensive loss as follows:


	Three months ended March 31,
	2024		2023
Cost of services	$	1,452	$	815

Other operating expenses, net	974		1,747
Total related party costs	$	2,426	$	2,562

On June 1, 2017, the Company signed a contribution and funding agreement and other agreements with ISMMS, whereby ISMMS contributed certain assets and liabilities related to the Company’s operations, provided certain services to the Company, and also committed to funding the Company up to $55.0 million in future capital contributions in exchange for equity in the Company, of which $55.0 million was drawn as of December 31, 2019. Following the transaction, the Company commenced operations and began providing the services and performing research.

Expenses recognized pursuant to other service arrangements with ISMMS totaled $1.4 million and $1.9 million for the three months ended March 31, 2024 and 2023, respectively. These amounts are included in either cost of services or other operating expenses, net on the condensed consolidated statements of operations and comprehensive loss depending on the particular activity to which the costs relate. Payables due to ISMMS for the other service arrangements were $1.0 million at both March 31, 2024 and December 31, 2023. These amounts are included within due to related parties on the Company’s condensed consolidated balance sheets.

Additionally, the Company incurred $2.5 million and $0.5 million in purchases of diagnostic testing kits and materials and $1.0 million and $0.1 million was recorded in cost of services for the three months ended March 31, 2024 and 2023, respectively, from an affiliate of a member of the Board of Directors who has served in the role since July 2021. The prices paid represent market rates. Payables due were less than $0.1 million and $0.4 million as of March 31, 2024 and December 31, 2023, respectively.

Legacy GeneDx and OPKO entered into a Transition Services Agreement dated as of April 29, 2022 (the “OPKO TSA”) pursuant to which OPKO had agreed to provide services, at cost, subject to certain limited exceptions, in order to facilitate the transactions contemplated by the Acquisition Merger Agreement, including human resources, information technology support, and finance and accounting. Services in connection with the OPKO TSA were fully completed in October 2023. The Company recognized $0.8 million of expenses for the three months ended March 31, 2023 related to the agreement.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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+ Details

Supplemental Financial Information - Cash, Cash Equivalents And Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Cash and cash equivalents	$ 83,673	$ 99,681
Restricted cash (included in other assets)	987	987
Total	$ 84,660	$ 100,668	$ 214,939	$ 138,303

Supplemental Financial Information - Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Warrant liability	$ 8,836	$ 2,735
Third party payor reserve	12,000	12,000
Total	$ 20,836	$ 14,735

Revenue Recognition - Narrative (Details) - USD ($) $ in Millions		3 Months Ended
	Dec. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Loss Contingencies [Line Items]
Net increase to revenue		$ 5.7	$ 2.7
Deferred costs to fulfill contracts		0.0		$ 0.0
Amortization of deferred costs		0.4	$ 0.6
Certain Payor Matters
Loss Contingencies [Line Items]
Total settlement amount	$ 42.0
Liability reserve, potential recoupments, current		$ 23.9
Liability reserve, potential recoupments, noncurrent				$ 27.0

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense

Stock-based compensation expense is included within the condensed consolidated statements of operations and comprehensive loss as follows:


	Three months ended March 31,
	2024		2023
Cost of services	$	48	$	(1,666)
Research and development	(187)		943
Selling and marketing	(20)		63
General and administrative	(292)		708
Total stock-based compensation expense1	$	(451)	$	48

Schedule of Stock Option Activity

The following table summarizes the stock option activity during the three months ended March 31, 2024:


	Stock Options	Weighted Average Exercise Price
Outstanding at December 31, 2023	497,976	$	42.80

Exercised	(4,877)	$	5.05
Forfeited/Expired	(63,306)	$	56.84
Outstanding at March 31, 2024	429,793	$	41.20
Options exercisable at March 31, 2024	280,612	$	35.43

Schedule of Restricted Stock Units Activity

The following table summarizes the time-based RSU activity during the three months ended March 31, 2024:


	Restricted Stock Units	Weighted Average Grant Date Fair Value Per Unit
Outstanding at December 31, 2023	1,507,877	$	15.48
Granted	1,010,121	$	8.66
Vested	(138,608)	$	16.20
Forfeited	(223,140)	$	18.67
Outstanding at March 31, 2024	2,156,250	$	11.75

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting disclosure rules and regulations of the SEC regarding interim financial reporting. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP. These condensed financial statements consolidate the operations and accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless otherwise noted, all tabular dollars are in thousands, except per share amounts. Certain reclassifications have been made to the prior year condensed consolidated financial statements in order to conform to the current year’s presentation.

In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair statement of the financial position and the results of operations of the Company for the interim periods presented. Interim results are not necessarily indicative of the results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).

Emerging Growth Company

The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. In addition, the Company is a “smaller reporting company”, as defined in Item 10(f)(1) of the U.S. Securities and Exchange Commission’s Regulation S-K. As such, the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting, including the reporting of two fiscal years of

financial statements, not being required to provide an auditor attestation of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the valuation of stock-based awards, the valuation of warrant liabilities, income taxes and intangible assets. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates, judgments and assumptions.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies” to the consolidated financial statements included in the 2023 Form 10-K. There have been no material changes to the Company’s critical accounting policies and estimates in the current period.

Concentration of Credit Risk and Other Risks and Uncertainties

The Company assesses both the self-pay patient and, if applicable, the third-party payor that reimburses the Company on the patient’s behalf when evaluating concentration of credit risk. Significant patients and payors are those that represent more than 10% of the Company’s total revenues for the period or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of March 31, 2024 and December 31, 2023 were primarily from large managed care insurance companies, institutional billed accounts, and data arrangements. There was one individual client that accounted for approximately 14% of accounts receivable as of March 31, 2024. The Company does not require collateral as a means to mitigate customer credit risk.

For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows:


	Revenue		Accounts Receivable
	Three months ended March 31,			March 31,	December 31,
	2024	2023			2024	2023
Payor A (1)	19%	15%			*	*
Payor B	30%	24%			*	10%
Payor C	*	*			14%	*

* Less than 10%

(1)This payor group includes multiple individual plans and the Company calculates and presents the aggregated value from all plans, which is consistent with the Company’s portfolio approach used in accounting for diagnostic test revenue.

The Company is subject to a concentration of risk from a limited number of suppliers for certain reagents and laboratory supplies. One supplier accounted for approximately 8% and 14% of purchases for the three months ended March 31, 2024 and 2023, respectively. This risk is managed by maintaining a target quantity of surplus stock. Alternative suppliers are available for some or all of these reagents and supplies.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-09, Income Taxes – Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard requires additional disclosures around disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The standard requires enhanced segment reporting disclosures, including significant segment expenses and other segment items. Additionally, the standard requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied retrospectively to all periods presented in financial statements unless it is impractical to do so. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Property and Equipment, net

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Property and equipment, net consisted of the following:


	March 31, 2024		December 31, 2023
Capitalized software	$	32,171	$	32,171
Laboratory equipment	14,983		15,538
Leasehold improvements	14,614		14,614
Computer equipment	5,981		5,819
Building under finance lease	4,529		4,529
Equipment under finance leases	3,293		2,604
Furniture, fixtures and other equipment	550		550
Construction in-progress	2,910		3,106
Total property and equipment	79,031		78,931
Less: accumulated depreciation and amortization	(47,730)		(46,452)
Property and equipment, net	$	31,301	$	32,479

For the three months ended March 31, 2024 and 2023, depreciation and amortization expense was $1.7 million and $5.1 million, respectively.

For the three months ended March 31, 2023, the Company recorded a $1.6 million non-cash impairment charge on the condensed consolidated statements of operations and comprehensive loss (of which $0.8 million was allocated to the right-of-use asset associated with the sublease), which was driven by indicators of impairment related to a sublease agreement.

Depreciation and amortization expense is included within the condensed consolidated statements of operations and comprehensive loss as follows:


	Three months ended March 31,
	2024		2023
Cost of services	$	816	$	589
Research and development	196		852
Selling and marketing	—		2
General and administrative	730		3,687
Total depreciation and amortization expenses	$	1,742	$	5,130

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities
Net loss	$ (20,239)	$ (60,989)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	5,248	8,636
Stock-based compensation expense	(451)	48
Change in fair value of warrants and contingent liabilities	6,101	3,453
Deferred tax benefit	(82)	(147)
Provision for excess and obsolete inventory	40	0
Change in third party payor reserves	(193)	(1,070)
Gain on debt forgiveness	0	(2,750)
Impairment loss	0	2,120
Other	846	274
Change in operating assets and liabilities:
Accounts receivable	4,220	9,723
Inventory	(2,877)	1,331
Accounts payable and accrued expenses	(4,733)	(13,400)
Other assets and liabilities	(4,293)	(2,789)
Net cash used in operating activities	(16,413)	(55,560)
Investing activities
Purchases of property and equipment	(443)	0
Purchases of marketable securities	(5,167)	0
Proceeds from sales of marketable securities	598	0
Proceeds from maturities of marketable securities	5,855	0
Development of internal-use software assets	0	(462)
Net cash provided by (used in) investing activities	843	(462)
Financing activities
Proceeds from offerings, net of issuance costs	0	135,439
Exercise of stock options	24	266
Long-term debt principal payments	0	(2,000)
Finance lease payoff and principal payments	(462)	(1,047)
Net cash (used in) provided by financing activities	(438)	132,658
Net (decrease) increase in cash, cash equivalents and restricted cash	(16,008)	76,636
Cash, cash equivalents and restricted cash, at beginning of period	100,668	138,303
Cash, cash equivalents and restricted cash, at end of period	84,660	214,939
Supplemental disclosures of cash flow information
Cash paid for interest	2,019	583
Cash paid for taxes	300	104
Purchases of property and equipment in accounts payable and accrued expenses	36	1,073
Software development costs in accounts payable and accrued expenses	$ 0	$ 157

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Disaggregated by Type of Customer

The following table summarizes the Company’s disaggregated revenue by payor category:


	Three months ended March 31,
	2024						2023
	GeneDx		Legacy Sema4		Consolidated		GeneDx		Legacy Sema4		Consolidated
Diagnostic test revenue:
Patients with third-party insurance	$	42,878	$	961	$	43,839	$	22,878	$	2,451	$	25,329
Institutional customers	16,674		—		16,674		16,060		—		16,060
Self-pay patients	591		—		591		466		(5)		461
Total diagnostic test revenue	60,143		961		61,104		39,404		2,446		41,850
Other revenue	1,318		—		1,318		1,289		—		1,289
Total	$	61,461	$	961	$	62,422	$	40,693	$	2,446	$	43,139

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities

The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis:


	March 31, 2024
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	75,334	$	75,334	$	—	$	—
U.S. treasury bonds	5,929		—		5,929		—
Corporate and municipal bonds	23,028		—		23,028		—
Total financial assets	$	104,291	$	75,334	$	28,957	$	—

Financial Liabilities:
Public warrant liability	$	905	$	905	$	—	$	—
Private warrant liability	414		—		414		—
Perceptive warrant liability	7,517		—		—		7,517
Total financial liabilities	$	8,836	$	905	$	414	$	7,517


	December 31, 2023
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	92,702	$	92,702	$	—	$	—
U.S. treasury bonds	6,128		—		6,128		—
Corporate and municipal bonds	24,098		—		24,098		—
Total financial assets	$	122,928	$	92,702	$	30,226	$	—

Financial Liabilities:
Public warrant liability	$	149	$	149	$	—	$	—
Private warrant liability	71		—		71		—
Perceptive warrant liability	2,515		—		—		2,515
Total financial liabilities	$	2,735	$	149	$	71	$	2,515

There were no transfers between Level 1, Level 2 and Level 3 during the three months ended March 31, 2024 or 2023.

Schedule of Measurement Inputs and Valuation Techniques

The key assumptions utilized in determining the valuation of the Perceptive Warrants as of March 31, 2024 and December 31, 2023 were as follows:


	March 31, 2024	December 31, 2023
Stock price	$9.13	$2.75
Exercise price	$3.18	$3.18
Expected volatility	110.0%	110.0%
Expected term (in years)	9.6	9.8
Risk-free interest rate	4.20%	3.88%
Dividend yield	—	—

Supplemental Financial Information (Tables)

3 Months Ended

Mar. 31, 2024

Other Liabilities Disclosure [Abstract]

Schedule of Reconciliation of Restricted Cash


	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	83,673	$	99,681
Restricted cash (included in other assets)	987		987
Total	$	84,660	$	100,668

Schedule of Reconciliation of Cash and Cash Equivalents


	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	83,673	$	99,681
Restricted cash (included in other assets)	987		987
Total	$	84,660	$	100,668

Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued expenses consisted of the following:


	March 31, 2024		December 31, 2023
Accounts payable	$	9,477	$	10,238
Accrued purchases	11,292		12,154
Reserves for refunds to insurance carriers and others	11,641		15,064
Total	$	32,410	$	37,456

Schedule of Other Current Liabilities

Other current liabilities consisted of the following:


	March 31, 2024		December 31, 2023
Accrued compensation	$	9,995	$	12,465
Accrued severance	1,354		1,853
Other	1,891		2,018
Total	$	13,240	$	16,336

Schedule of Other Liabilities

Other liabilities consisted of the following:


	March 31, 2024		December 31, 2023
Warrant liability	$	8,836	$	2,735
Third party payor reserve	12,000		12,000
Total	$	20,836	$	14,735

Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounts Receivable \| Customer Concentration Risk \| Customer
Property, Plant and Equipment [Line Items]
Concentration risk, percentage	14.00%
Purchases \| Supplier Concentration Risk \| Supplier A
Property, Plant and Equipment [Line Items]
Concentration risk, percentage	8.00%	14.00%

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	IPO	Additional paid-in capital	Additional paid-in capital IPO	Accumulated deficit	Accumulated other comprehensive income	Class A common stock	Class A common stock Common Stock	Class A common stock Common Stock IPO
Beginning balance (in shares) at Dec. 31, 2022								11,773,065
Beginning balance at Dec. 31, 2022	$ 253,705		$ 1,378,125		$ (1,124,421)	$ 0		$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(60,989)				(60,989)
Common stock issued pursuant to stock option exercises (in shares)								50,444
Common stock issued pursuant to stock option exercises	266		266
Stock-based compensation expense	48		48
Vested restricted stock units converted to common stock (in shares)								54,175
Issuance of Class A common shares in underwritten public offering, net of issuance costs (in shares)									12,315,752
Issuance of Class A common shares in underwritten public offering, net of issuance costs		$ 135,439		$ 135,438					$ 1
Ending balance (in shares) at Mar. 31, 2023								24,193,436
Ending balance at Mar. 31, 2023	$ 328,469		1,513,877		(1,185,410)	0		$ 2
Beginning balance (in shares) at Dec. 31, 2023	25,978,863							25,978,863
Beginning balance at Dec. 31, 2023	$ 228,017		1,527,778		(1,300,188)	425		$ 2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(20,239)				(20,239)
Common stock issued pursuant to stock option exercises (in shares)							4,877	4,877
Common stock issued pursuant to stock option exercises	24		24
Stock-based compensation expense	(451)		(451)
Other comprehensive loss, net of tax	$ (134)					(134)
Vested restricted stock units converted to common stock (in shares)								138,608
Ending balance (in shares) at Mar. 31, 2024	26,122,348							26,122,348
Ending balance at Mar. 31, 2024	$ 207,217		$ 1,527,351		$ (1,320,427)	$ 291		$ 2

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Maturities

At March 31, 2024, long-term debt matures as follows:


2024 (remainder of year)	$	497
2025	1,211
2026	1,235
2027	1,260
2028	51,285
Thereafter	762
Total debt	56,250
Less: current portion of long-term debt	(798)
Less: long-term debt issuance costs	(3,159)
Total long-term debt, net of current portion and debt issuance costs	$	52,293

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Income tax benefit for the three months ended March 31, 2024 and 2023 was $0.1 million. Income taxes for these periods are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events should they occur. The Company’s estimated annual effective tax rate was 0.42% and 0.30% for the three months ended March 31, 2024 and 2023, respectively. The difference between the Company’s effective tax rates in 2024 and 2023 compared to the U.S. statutory tax rate of 21% is primarily due to changes in valuation allowances associated with the Company’s assessment of the likelihood of the recoverability of deferred tax assets. The Company currently has valuation allowances against a significant portion of its deferred tax assets primarily related to its net operating loss carryforwards and tax credit carryforwards.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Restricted Stock Units
Outstanding, Beginning Balance (in shares) \| shares	1,507,877
Granted (in shares) \| shares	1,010,121
Vested (in shares) \| shares	(138,608)
Forfeited (in shares) \| shares	(223,140)
Outstanding, Ending Balance (in shares) \| shares	2,156,250
Weighted Average Grant Date Fair Value Per Unit
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance (in dollar per share) \| $ / shares	$ 15.48
Granted (in dollars per share) \| $ / shares	8.66
Vested (in dollars per share) \| $ / shares	16.20
Forfeited (in dollars per share) \| $ / shares	18.67
Weighted Average Grant Date Fair Value Per Unit, Ending Balance (in us dollar per share) \| $ / shares	$ 11.75

Stock-Based Compensation - Schedule of Stock Option Activity (Details) - Class A common stock	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Stock Options
Beginning balance (in shares) \| shares	497,976
Exercised (in shares) \| shares	(4,877)
Forfeited/Expired (in shares) \| shares	(63,306)
Ending balance (in shares) \| shares	429,793
Outstanding, options exercisable at end of period (in shares) \| shares	280,612
Weighted Average Exercise Price
Weighted-average exercise price (in dollars per share) \| $ / shares	$ 42.80
Weighted average exercise price, exercised (in dollars per share) \| $ / shares	5.05
Weighted average exercise price, Forfeited/Expired (in dollars per share) \| $ / shares	56.84
Weighted-average exercise price (in dollars per share) \| $ / shares	41.20
Weighted average exercise price, options exercisable (in dollars per share) \| $ / shares	$ 35.43

Segment Reporting - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Revenue	$ 62,422	$ 43,139
Depreciation and amortization	1,742	5,130
Stock-based compensation	(451)	48
Restructuring costs	800	700
Gross profit	37,411	15,236
Operating Segments
Segment Reporting Information [Line Items]
Revenue	62,422	43,139
Adjusted cost of services	24,099	28,906
Adjusted gross profit	38,323	14,233
Segment Reconciling Items
Segment Reporting Information [Line Items]
Depreciation and amortization	816	589
Stock-based compensation	48	(1,666)
Restructuring costs	48	74
GeneDx
Segment Reporting Information [Line Items]
Revenue	61,461	40,693
Gross profit	36,450	13,043
GeneDx \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	61,461	40,693
Adjusted cost of services	24,099	26,826
Adjusted gross profit	37,362	13,867
GeneDx \| Segment Reconciling Items
Segment Reporting Information [Line Items]
Depreciation and amortization	816	476
Stock-based compensation	48	305
Restructuring costs	48	43
Legacy Sema4
Segment Reporting Information [Line Items]
Revenue	961	2,446
Gross profit	961	2,193
Legacy Sema4 \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	961	2,446
Adjusted cost of services	0	2,080
Adjusted gross profit	961	366
Legacy Sema4 \| Segment Reconciling Items
Segment Reporting Information [Line Items]
Depreciation and amortization	0	113
Stock-based compensation	0	(1,971)
Restructuring costs	$ 0	$ 31

Revenue Recognition - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 $ in Millions	Mar. 31, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue under existing collaboration service agreements	$ 2.6
Revenue under existing collaboration service agreements, period for recognition	12 months

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis:


	March 31, 2024
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	75,334	$	75,334	$	—	$	—
U.S. treasury bonds	5,929		—		5,929		—
Corporate and municipal bonds	23,028		—		23,028		—
Total financial assets	$	104,291	$	75,334	$	28,957	$	—

Financial Liabilities:
Public warrant liability	$	905	$	905	$	—	$	—
Private warrant liability	414		—		414		—
Perceptive warrant liability	7,517		—		—		7,517
Total financial liabilities	$	8,836	$	905	$	414	$	7,517


	December 31, 2023
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	92,702	$	92,702	$	—	$	—
U.S. treasury bonds	6,128		—		6,128		—
Corporate and municipal bonds	24,098		—		24,098		—
Total financial assets	$	122,928	$	92,702	$	30,226	$	—

Financial Liabilities:
Public warrant liability	$	149	$	149	$	—	$	—
Private warrant liability	71		—		71		—
Perceptive warrant liability	2,515		—		—		2,515
Total financial liabilities	$	2,735	$	149	$	71	$	2,515

There were no transfers between Level 1, Level 2 and Level 3 during the three months ended March 31, 2024 or 2023.

The Company’s marketable securities presented in the condensed consolidated balance sheet as of March 31, 2024 have maturity dates ranging from 2024 through 2027 and are classified as current assets as these investments are intended to be readily available to fund current operations. The differences between the fair value and amortized cost basis of each security are the unrealized gains or losses recorded in accumulated other comprehensive income. As of March 31, 2024, the amortized cost for maturities less than one year and greater than one year were $15.1 million and $13.5 million, respectively.

Public and Private Warrants

As of the consummation of the merger in July 2021 in connection with the Business Combination, there were 666,516 warrants to purchase shares of Class A common stock outstanding, including 447,223 public warrants and 219,293 private placement warrants. As of March 31, 2024, there were 666,515 warrants to purchase shares of Class A common stock outstanding, including 457,323 public warrants and 209,192 private placement warrants outstanding. Each warrant expires 5 years after the Business Combination or earlier upon redemption or liquidation, and entitles the holder to purchase one share of Class A common stock at an exercise price of $379.50 per share, subject to adjustment, at any time commencing on September 4, 2021.

The Company may redeem the outstanding public warrants if the price per share of the Class A common stock equals or exceeds $594.00 as described below:

•in whole and not in part;

•at a price of $0.33 per public warrant;

•upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•if, and only if, the closing price of the Class A common stock equals or exceeds $594.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to warrant holders.

The Company may redeem the outstanding public warrants if the price per share of the common stock equals or exceeds $330.00 as described below:

•in whole and not in part;

•at $3.30 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the common stock;

•if, and only if, the closing price of the Class A common stock equals or exceeds $330.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

•if the closing price of the common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $594.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

The private placement warrants were issued to CMLS Holdings, LLC, Mr. Munib Islam, Dr. Emily Leproust and Mr. Nat Turner, and are identical to the public warrants underlying the units sold in the initial public offering, except that (1) the private placement

warrants and the common stock issuable upon the exercise of the private placement warrants would not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the private placement warrants are exercisable on a cashless basis, (3) the private placement warrants are non-redeemable (except as described above, upon a redemption of warrants when the price per share of Class A common stock equals or exceeds $330.00) so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the private placement warrants and the common stock issuable upon the exercise of the private placement warrants have certain registration rights. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

For the three months ended March 31, 2024, a loss of $1.1 million was recorded within the change in fair value of warrants and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss. The change in fair value of the warrants for the three months ended March 31, 2023 was nominal.

Perceptive Warrant

On October 27, 2023 (the “Closing Date”), the Company entered into a Credit Agreement and Guaranty (the “Credit Agreement”) with Perceptive Credit Holdings IV, LP, as lender and administrative agent (“Perceptive”), which provides for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $75.0 million (the “Perceptive Term Loan Facility”). As consideration for the Credit Agreement, the Company issued to Perceptive a warrant to purchase up to 1,200,000 shares (the “Perceptive Warrant”) of its Class A common stock. 800,000 warrant shares (the “Initial Warrant Shares”) vested and became exercisable on the Closing Date and 400,000 warrant shares (the “Additional Warrant Shares” and together with the Initial Warrant Shares, the “Warrant Shares”) will potentially vest and become exercisable on the Tranche B Borrowing Date, as defined in Note 8, “Long-Term Debt” included within this Quarterly Report.

The Perceptive Warrants are classified within Level 3 of the fair value hierarchy. The key assumptions utilized in determining the valuation of the Perceptive Warrants as of March 31, 2024 and December 31, 2023 were as follows:


	March 31, 2024	December 31, 2023
Stock price	$9.13	$2.75
Exercise price	$3.18	$3.18
Expected volatility	110.0%	110.0%
Expected term (in years)	9.6	9.8
Risk-free interest rate	4.20%	3.88%
Dividend yield	—	—

The fair value of the Perceptive Warrants as of March 31, 2024 and December 31, 2023 was $7.5 million and $2.5 million, respectively. For the three months ended March 31, 2024, a loss of $5.0 million was recorded within the change in fair value of warrants and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss based on re-measurement performed as of the period end date.

Contingent Consideration (Legacy GeneDx)

In connection with the Acquisition, up to $150.0 million of contingent payments was to be payable to OPKO Health, Inc. (“OPKO”), based upon achievement of 2022 and 2023 revenue milestones (the “Milestone Payments”) pursuant to the merger agreement (the “Acquisition Merger Agreement”). The first Milestone Payment was paid out in full in April 2023 and the second Milestone Payment was valued at zero as the milestone was not met during fiscal year 2023.

During the three months ended March 31, 2023, a loss of $3.4 million was recorded within the change in fair market value of warrant and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss.

Connecticut Department of Economic and Community Development Funding Commitment

The Company’s loan from the Connecticut Department of Economic and Community Development (“DECD”) is classified within Level 2 of the fair value hierarchy. The loan was recorded at its carrying value of $6.3 million as of March 31, 2024 and December 31, 2023, with $0.8 million recorded in other current liabilities on the condensed consolidated balance sheets at March 31, 2024. The fair value of the loan as of March 31, 2024 was $5.1 million, which is estimated based on discounted cash flows using the yields of similar debt instruments of other companies with similar credit profiles.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Revenue and Accounts Receivable Concentration Percentages

For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows:


	Revenue		Accounts Receivable
	Three months ended March 31,			March 31,	December 31,
	2024	2023			2024	2023
Payor A (1)	19%	15%			*	*
Payor B	30%	24%			*	10%
Payor C	*	*			14%	*

* Less than 10%

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	Apr. 22, 2024
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Entity File Number	001-39482
Entity Registrant Name	GeneDx Holdings Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1966622
Entity Address, Address Line One	333 Ludlow Street
Entity Address, Address Line Two	North Tower
Entity Address, Address Line Three	6th Floor
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	888
Local Phone Number	729-1206
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		26,141,701
Entity Central Index Key	0001818331
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A common stock
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	WGS
Security Exchange Name	NASDAQ
Warrant
Entity Listings [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per share
Trading Symbol	WGSWW
Security Exchange Name	NASDAQ

Property and Equipment, net - Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	$ 1,742	$ 5,130
Cost of services
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	816	589
Research and development
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	196	852
Selling and marketing
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	0	2
General and administrative
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	$ 730	$ 3,687

Segment Reporting - Narrative (Details)	3 Months Ended
Segment Reporting - Narrative (Details)	Mar. 31, 2024 segment
Segment Reporting [Abstract]
Number of reportable segments	2

Intangible Assets - Schedule of Acquired Intangible Assets (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 196,000
Accumulated Amortization	26,881
Net Carrying Value	169,119
Tradenames and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	50,000
Accumulated Amortization	5,989
Net Carrying Value	$ 44,011
Weighted-Average Amortization Period (in years)	14 years 1 month 6 days
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 48,000
Accumulated Amortization	11,500
Net Carrying Value	$ 36,500
Weighted-Average Amortization Period (in years)	6 years 1 month 6 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 98,000
Accumulated Amortization	9,392
Net Carrying Value	$ 88,608
Weighted-Average Amortization Period (in years)	18 years 1 month 6 days

Related Party Transactions - Related Party Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Related Party Transaction [Line Items]
Cost of services	$ 25,011	$ 27,903
Other operating expenses, net	974	1,747
Related Party
Related Party Transaction [Line Items]
Cost of services	1,452	815
Other operating expenses, net	974	1,747
Total related party costs	$ 2,426	$ 2,562

Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Stock-based compensation expense	$ 1,742	$ 5,130
Change in fair value of warrants and contingent liabilities		1,600
Building
Property, Plant and Equipment [Line Items]
Finance lease, impairment loss		$ 800

Supplemental Financial Information - Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Accrued compensation	$ 9,995	$ 12,465
Accrued severance	1,354	1,853
Other	1,891	2,018
Nonrelated Party
Related Party Transaction [Line Items]
Total	$ 13,240	$ 16,336

Fair Value Measurements - Narrative (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) day $ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Oct. 27, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Sep. 04, 2021 $ / shares	Jul. 22, 2021 shares
Cash and Cash Equivalents [Line Items]
Purchase of warrants (in shares) \| shares	666,515						666,516
Expected term (in years)	5 years
Target share price of warrants or rights for redemption (in dollars per share) \| $ / shares	$ 594.00
Redemption price per warrant (in dollars per share) \| $ / shares	$ 0.33
Number of days for written notice of redemption \| day	30
Minimum number of trading days \| day	30
Outstanding loan balance	$ 56,250
Other current liabilities	$ 798
GeneDx
Cash and Cash Equivalents [Line Items]
Change in fair value of warrants and contingent liabilities		$ (3,400)
Business combination, contingent consideration arrangements					$ 150,000
Class A Common Stock Equals or Exceeds, $18.00
Cash and Cash Equivalents [Line Items]
Minimum number of trading days \| day	20
Consecutive trading day threshold \| day	30
Public Warrants
Cash and Cash Equivalents [Line Items]
Purchase of warrants (in shares) \| shares	457,323						447,223
Private Placement Warrants
Cash and Cash Equivalents [Line Items]
Purchase of warrants (in shares) \| shares	209,192						219,293
Perceptive Warrant Liability
Cash and Cash Equivalents [Line Items]
Change in fair value of warrants and contingent liabilities	$ (5,000)
Warrant liabilities	7,500		$ 2,500
Credit Agreement \| Perceptive Term Loan Facility
Cash and Cash Equivalents [Line Items]
Expected term (in years)				10 years
Revolving credit facility				$ 75,000
Credit Agreement \| Perceptive Term Loan Facility \| Perceptive Warrant Liability
Cash and Cash Equivalents [Line Items]
Number of shares to purchase (in shares) \| shares				1,200,000
Credit Agreement \| Perceptive Term Loan Facility \| Additional Warrant Shares
Cash and Cash Equivalents [Line Items]
Number of shares to purchase (in shares) \| shares				400,000
Private Placement Warrants \| GeneDx
Cash and Cash Equivalents [Line Items]
Change in fair value of warrants and contingent liabilities	$ (1,100)	$ 0
Class A common stock
Cash and Cash Equivalents [Line Items]
Purchase of aggregate private placement warrants (shares) \| shares	1
Warrant exercise price (in dollars per share) \| $ / shares						$ 379.50
Target share price of warrants or rights for redemption (in dollars per share) \| $ / shares	$ 330.00
Minimum number of trading days \| day	20
Consecutive trading day threshold \| day	30
Common stock threshold, number of trading days before notice of redemption \| day	3
Redemption on warrant holders (in dollars per share) \| $ / shares	$ 594.00
Class A common stock \| Class A Common Stock Equals or Exceeds, $18.00
Cash and Cash Equivalents [Line Items]
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in dollars per share) \| $ / shares	594.00
Class A common stock \| Class A Common Stock Equals or Exceeds, $10.00
Cash and Cash Equivalents [Line Items]
Target share price of warrants or rights for redemption (in dollars per share) \| $ / shares	330.00
Redemption price per warrant (in dollars per share) \| $ / shares	$ 3.30
Number of days for written notice of redemption \| day	30
Minimum
Cash and Cash Equivalents [Line Items]
Maturity, at amortized cost	$ 13,500
Maximum
Cash and Cash Equivalents [Line Items]
Maturity, at amortized cost	15,100
Level 2 \| DECD Loan Agreement
Cash and Cash Equivalents [Line Items]
Outstanding loan balance	6,300		$ 6,300
Other current liabilities	800
Long-term debt, fair value	$ 5,100

Restructuring Costs (Tables)

3 Months Ended

Mar. 31, 2024

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Cost

The table below provides certain information concerning restructuring activity during the three months ended March 31, 2024:


	Reserve Balance at December 31, 2023		Charged to Costs and Expenses		Payments and Other		Reserve Balance at March 31, 2024
Severance	$	1,853	$	843	$	(1,342)	$	1,354

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Trademarks, Tradenames And Developed Technology Rights
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 2.3	$ 2.3
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 1.2	$ 1.2

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 83,673	$ 99,681
Marketable securities	29,239	30,467
Inventory, net	11,615	8,777
Prepaid expenses and other current assets	9,974	10,598
Total current assets	163,424	182,339
Operating lease right-of-use assets	26,304	26,900
Property and equipment, net	31,301	32,479
Intangible assets, net	169,119	172,625
Other assets	4,380	4,413
Total assets	394,528	418,756
Current liabilities:
Accounts payable and accrued expenses	32,410	37,456
Short-term lease liabilities	4,043	3,647
Total current liabilities	50,734	58,818
Long-term debt, net of current portion	52,293	52,688
Long-term lease liabilities	62,030	62,938
Other liabilities	20,836	14,735
Deferred taxes	1,418	1,560
Total liabilities	187,311	190,739
Commitments and contingencies (Note 9)
Stockholders’ Equity:
Preferred Stock, $0.0000 par value: 1,000 shares authorized, 0 shares issued and outstanding at March 31, 2024 and December 31, 2023	0	0
Class A common stock, $0.0000 par value: 1,000,000 shares authorized, 26,122,348 and 25,978,863 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	2	2
Additional paid-in capital	1,527,351	1,527,778
Accumulated deficit	(1,320,427)	(1,300,188)
Accumulated other comprehensive income	291	425
Total stockholders’ equity	207,217	228,017
Total liabilities and stockholders’ equity	394,528	418,756
Nonrelated Party
Current assets:
Accounts receivable	28,151	32,371
Current liabilities:
Other current liabilities	13,240	16,336
Related Party
Current assets:
Accounts receivable	772	445
Current liabilities:
Other current liabilities	$ 1,041	$ 1,379