0001818331-23-000024 | 10-K | XBRL Viewer

Print Document View Excel Document

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2022	Mar. 14, 2023	Jun. 30, 2022
Entity Listings [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
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, 6th Floor
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	800
Local Phone Number	298-6470
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 218
Entity Common Stock, Shares Outstanding		798,247,286
Documents Incorporated by Reference	Part III incorporates information by reference from the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, in connection with the registrant’s 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”).
Entity Central Index Key	0001818331
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Common Class A [Member]
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
Outstanding warrants
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 $11.50 per share
Trading Symbol	WGSWW
Security Exchange Name	NASDAQ

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	New York, New York, United States

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 123,933	$ 400,569
Restricted cash	13,470	0
Accounts receivable, net	42,634	26,509
Due from related parties	708	54
Inventory, net	13,665	33,456
Prepaid expenses	11,822	19,154
Other current assets	6,390	3,802
Total current assets	212,622	483,544
Property and equipment, net	51,527	62,719
Intangible assets, net	186,650	0
Operating lease right-of-use assets	32,758	0
Long-term restricted cash	900	900
Other assets	6,485	6,930
Total assets	490,942	554,093
Current liabilities:
Accounts payable	46,017	44,693
Accrued expenses	38,861	20,108
Due to related parties	3,593	2,623
Contract liabilities	40	473
Current portion of lease liabilities	6,121	0
Other current liabilities	49,665	33,387
Total current liabilities	144,297	101,284
Long-term debt, net of current portion	6,250	11,000
Long-term lease liabilities	60,013	0
Other liabilities	22,000	21,907
Deferred taxes	2,659	0
Warrant liability	418	21,555
Earn-out contingent liability	1,600	10,244
Total liabilities	237,237	165,990
Commitments and contingencies (Note 10)
Stockholders’ Equity:
Preferred Stock, $0.0001 par value: 1,000,000 shares authorized at December 31, 2022 and December 31, 2021; 0 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively	0	0
Class A common stock, $0.0001 par value: 1,000,000,000 shares authorized, 388,511,138 shares issued and outstanding at December 31, 2022 and $0.0001 par value: 380,000,000 shares authorized, 242,647,604 shares issued and outstanding at December 31, 2021	38	24
Additional paid-in capital	1,378,088	963,520
Accumulated deficit	(1,124,421)	(575,441)
Total stockholders’ equity	253,705	388,103
Total liabilities and stockholders’ equity	$ 490,942	$ 554,093

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
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
Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	1,000,000,000	380,000,000
Common stock, issued (in shares)	388,511,138	242,647,604
Common stock, outstanding (in shares)	388,511,138	242,647,604

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Total revenue	$ 234,694	$ 212,195	$ 179,322
Cost of services (including related party expenses of $4,169, $3,975 and $2,189 for the years ended December 31, 2022, 2021, and 2020, respectively)	261,444	228,797	175,296
Gross (loss) profit	(26,750)	(16,602)	4,026
Research and development	86,203	105,162	72,700
Selling and marketing	134,913	112,738	63,183
General and administrative	203,329	205,988	100,742
Related party expenses	6,312	5,659	9,395
Impairment loss	210,145	0	0
Loss from operations	(667,652)	(446,149)	(241,994)
Other income (expense):
Change in fair market value of warrant and earn-out contingent liabilities	70,229	198,401	0
Interest income	2,541	79	506
Interest expense	(3,207)	(2,835)	(2,474)
Other income, net	57	5,114	2,622
Total other income, net	69,620	200,759	654
Loss before income taxes	(598,032)	(245,390)	(241,340)
Income tax benefit	49,052	0	0
Net loss and comprehensive loss	(548,980)	(245,390)	(241,340)
Net loss and comprehensive loss	$ (548,980)	$ (245,390)	$ (241,340)
Weighted average shares outstanding, Class A common stock (in shares)	337,819,680	108,077,439	5,131
Weighted average shares outstanding, Class A common stock (in shares)	337,819,680	108,077,439	5,131
Basic net loss per share, Class A common stock (in dollars per share)	$ (1.63)	$ (2.27)	$ (47,036)
Diluted net loss per share, Class A common stock (in dollars per share)	$ (1.63)	$ (2.27)	$ (47,036)
Diagnostic test revenue
Total revenue	$ 227,334	$ 205,100	$ 175,351
Other revenue
Total revenue	$ 7,360	$ 7,095	$ 3,971
Class A common stock
Other income (expense):
Weighted average shares outstanding, Class A common stock (in shares)	337,819,680	108,077,439	5,131
Weighted average shares outstanding, Class A common stock (in shares)	337,819,680	108,077,439	5,131
Basic net loss per share, Class A common stock (in dollars per share)	$ (1.63)	$ (2.27)	$ (47,036)
Diluted net loss per share, Class A common stock (in dollars per share)	$ (1.63)	$ (2.27)	$ (47,036)

Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Total revenue	$ 234,694	$ 212,195	$ 179,322
Related party expenses	261,444	228,797	175,296
Affiliated Entities
Related party expenses	4,169	3,975	2,189
Diagnostic test revenue
Total revenue	227,334	205,100	175,351
Diagnostic test revenue \| Affiliated Entities
Total revenue	2,209	90	285
Other
Total revenue	7,360	7,095	3,971
Other \| Affiliated Entities
Total revenue	$ 353	$ 232	$ 3

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Consolidated Statement of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Additional Paid-in Capital	Accumulated Deficit	Class A common stock	Class A common stock Common Stock	Class B common stock Common Stock
Beginning balance (in shares) at Dec. 31, 2019	147,038,267
Beginning balance at Dec. 31, 2019	$ 217,115
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Preferred Series C, net of issuance costs (in shares)	24,496,946
Issuance of Preferred Series C, net of issuance costs	$ 117,324
Ending balance (in shares) at Dec. 31, 2020	171,535,213
Ending balance at Dec. 31, 2020	$ 334,439
Beginning balance (in shares) at Dec. 31, 2019					124	0
Beginning balance at Dec. 31, 2019	(88,711)		$ (88,711)		$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(241,340)		(241,340)
Common stock class B issued pursuant to stock options (in shares)						130,557
Ending balance (in shares) at Dec. 31, 2020					124	130,557
Ending balance at Dec. 31, 2020	$ (330,051)		(330,051)		$ 0	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of preferred stock (in shares)	(171,535,213)
Conversion of Preferred into Common Stock	$ (334,439)
Ending balance (in shares) at Dec. 31, 2021	0
Ending balance at Dec. 31, 2021	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(245,390)		(245,390)
Stock option exercises (in shares)					995,526	1,253,179
Common stock issued pursuant to stock option exercises	1,783	$ 1,783
Conversion of Preferred Stock (in shares)					148,543,062
Conversion of Preferred into Common Stock	104,532	104,517			$ 15
Conversion of Class B Common Stock (in shares)					1,309,320	(1,383,736)
Conversion of Class B Common Stock into Class A Common Stock	(744)	(744)
Net equity infusion from the Business Combination (in shares)					90,333,562
Net equity infusion from the Business Combination	510,751	510,742			$ 9
Stock based compensation modification reclassification	304,837	304,837
Stock-based compensation expense	42,385	42,385
Vested restricted stock units converted to common stock (in shares)					1,466,010
Ending balance (in shares) at Dec. 31, 2021					242,647,604	0
Ending balance at Dec. 31, 2021	$ 388,103	963,520	(575,441)		$ 24	$ 0
Ending balance (in shares) at Dec. 31, 2022	0
Ending balance at Dec. 31, 2022	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(548,980)		(548,980)
Stock option exercises (in shares)				11,021,636	11,021,636
Common stock issued pursuant to stock option exercises	2,948	2,947			$ 1
Net equity infusion from the Business Combination (in shares)					80,000,000
Net equity infusion from the Business Combination	172,000	171,992			$ 8
Stock-based compensation expense	41,975	41,975
Shares issued for PIPE, net of issuance costs (in Shares)					50,000,000
Shares issued for PIPE, net of issuance costs	197,659	197,654			$ 5
Vested restricted stock units converted to common stock (in shares)					4,841,898
Ending balance (in shares) at Dec. 31, 2022					388,511,138	0
Ending balance at Dec. 31, 2022	$ 253,705	$ 1,378,088	$ (1,124,421)		$ 38	$ 0

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities
Net loss	$ (548,980)	$ (245,390)	$ (241,340)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	59,309	21,807	11,734
Stock-based compensation expense	41,975	219,421	120,231
Change in fair value of warrant and contingent liabilities	(70,229)	(198,401)	0
Income tax benefit	(49,124)	0	0
Provision for excess and obsolete inventory	1,125	2,129	0
Non-cash lease expense	2,225	1,555	2,400
Loss on extinguishment of debt	0	301	0
Impairment loss	210,145	0	0
Amortization of debt issuance costs	518	66	0
Change in operating assets and liabilities, net of effects from purchase of business:
Accounts receivable	5,527	5,535	(10,611)
Inventory	2,350	(10,624)	(8,979)
Prepaid expenses and other current assets	11,130	(14,250)	2,498
Due to/from related parties	317	1,433	(442)
Other assets	(2)	(1,861)	1,175
Accounts payable and accrued expenses	34,459	25,916	14,805
Contract liabilities	(433)	(1,310)	(559)
Other current liabilities	(19,467)	3,239	15,960
Net cash used in operating activities	(319,155)	(190,434)	(93,128)
Investing activities
Purchase of business, net of cash acquired	(127,004)	0	0
Purchases of property and equipment	(7,156)	(9,400)	(24,094)
Development of internal-use software assets	(7,166)	(11,386)	(7,880)
Net cash used in investing activities	(141,326)	(20,786)	(31,974)
Financing activities
Proceeds from issuance of Series C redeemable convertible preferred stock, net of issuance costs	0	0	117,324
Proceeds from PIPE issuance	197,659	350,000	0
Proceeds from equity infusion from the merger, net of redemptions	0	442,684	0
Legacy Sema4 Shareholder payout	0	(230,665)	0
Payment of transaction costs	0	(51,760)	0
Stock Appreciation Rights payout	0	(3,795)	0
Repayment of long-term debt	0	(8,741)	0
Exercise of stock options	2,948	1,271	0
Proceeds from long-term debt	0	0	15,928
Long-term debt principal payments	0	(1,000)	(186)
Debt issuance costs	0	(537)	0
Finance lease principal payments	(3,292)	(3,728)	(4,010)
Net cash provided by financing activities	197,315	493,729	129,056
Net (decrease) increase in cash, cash equivalents and restricted cash	(263,166)	282,509	3,954
Cash, cash equivalents and restricted cash, at beginning of year	401,469	118,960	115,006
Cash, cash equivalents and restricted cash, at end of year	138,303	401,469	118,960
Supplemental disclosures of cash flow information
Cash paid for interest	1,932	2,751	1,745
Cash paid for taxes	1,241	349	0
Stock consideration paid for purchase of business	172,000	0	0
Purchases of property and equipment in accounts payable and accrued expenses	0	761	447
Software development costs in accounts payable and accrued expenses	461	1,149	1,473
Debt issuance costs incurred but unpaid	$ 0	$ 1,000	$ 0

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business GeneDx Holdings Corp. (“GeneDx Holdings”) (formerly, Sema4 Holdings Corp. (“Sema4 Holdings”)) through its subsidiaries Sema4 OpCo, Inc., formerly Mount Sinai Genomics Inc., a Delaware corporation (“Legacy Sema4”) and 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, analyze information about patient-specific genetic variation and generate test reports for clinicians and their patients. GeneDx provides a variety of genetic diagnostic tests, and 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 July 22, 2021 (the “Closing Date”), CM Life Sciences, Inc. (“CMLS”) completed the acquisition of Legacy Sema4, pursuant to that certain Agreement and Plan of Merger (as amended, the “Business Combination Merger Agreement”), dated February 9, 2021. On the Closing Date, S-IV Sub, Inc. merged with and into the Legacy Sema4, with Legacy Sema4 surviving the merger as a wholly-owned subsidiary of CMLS (the “Business Combination Merger” and, together with the other transactions contemplated by the Business Combination Merger Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, CMLS changed its name to “Sema4 Holdings Corp.” and Legacy Sema4 changed its name to “Sema4 OpCo, Inc.” All equity securities of Legacy Sema4 were converted into the right to receive the applicable portion of the merger consideration. The Business Combination Merger was accounted for as a reverse recapitalization with Legacy Sema4 as the accounting acquirer and CMLS as the acquired company for accounting purposes. The shares and net loss per common share, prior to the Business Combination Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Merger (1 share of Legacy Sema4 Class A common stock for 123.8339 shares of Sema4 Holdings Class A common stock (the “Class A common stock”) (the “Conversion Ratio”). Prior to the Business Combination Merger, shares of CMLS Class A common stock, CMLS’s public warrants, and CMLS’s public units were traded on the Nasdaq Capital Market under the ticker symbols “CMLF”, “CMFLW”, and “CMLFU” respectively. On July 23, 2021, shares of Sema4 Holdings Class A common stock and Sema4 Holdings’ public warrants began trading on the Nasdaq Global Select Market (the “Nasdaq”) under the ticker symbols “SMFR” and “SMFRW,” respectively. In addition, on April 29, 2022, the Company consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 14, 2022 (as amended, the “ Acquisition Merger Agreement”), by and among the Company and GeneDx, Inc. (“Legacy GeneDx”), a New Jersey corporation and wholly-owned subsidiary of OPKO Health, Inc. (“OPKO”), GeneDx Holding 2, Inc., which held 100% of Legacy GeneDx (“Holdco2”), at the Effective Time (as defined in the Acquisition Merger Agreement) and OPKO, which provided for, among other things, the acquisition of Legacy GeneDx from OPKO. After giving effect to the mergers and the other transactions contemplated by the Acquisition Merger Agreement (the “Acquisition”), Legacy GeneDx was converted into a Delaware limited liability company and became the Company’s wholly-owned indirect subsidiary. See Note 3, “Business Combination,” for additional details regarding the Business Combination and Acquisition. On January 9, 2023, Sema4 Holdings Corp. changed its name to GeneDx Holdings Corp. Upon the name change, the Company’s Class A common stock and public warrants are listed on the Nasdaq under the symbols “WGS” and “WGSWW,” respectively. Unless otherwise stated herein or unless the context otherwise requires, references in these notes to the “Company,” or “GeneDx” refer to (i) Legacy Sema4 prior to the consummation of the Business Combination; and (ii) GeneDx Holdings and its subsidiaries following the consummation of the Business Combination (including, following the consummation of the Acquisition, Legacy GeneDx).

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s historical financial information includes costs of certain services historically provided by Icahn School of Medicine at Mount Sinai (“ISMMS”) pursuant to the Transition Services Agreement (“TSA”). These financial statements consolidate the operations and accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of audited 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 audited 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 capitalization of software costs, the valuation of stock-based awards, inventory, earn-out contingent liabilities and earn-out Restricted Stock Units (“RSUs”). Actual results could differ materially from those estimates, judgments and assumptions.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The majority of the Company’s cash, cash equivalents and restricted cash are uninsured with account balances in excess of the Federal Deposit Insurance Company limits. On March 14, 2023, we announced full access to our capital with now 100% of the Company’s cash, cash equivalents and marketable securities held in institutions designated as systematically important financial institutions.

The Company’s cash and cash equivalents are deposited with high-quality financial institutions. The Company has balances in financial institutions that exceed federal depository insurance limits. Management believes these financial institutions are financially sound and, accordingly, that minimal credit risk exists. The Company has not experienced any losses on its deposits of cash and cash equivalents.

The Company assesses both the customer and, if applicable, the third party payor that reimburses the Company on the customer’s behalf when evaluating concentration of credit risk. Significant customers and payors are those that represent more than 10% of the Company’s total annual revenues or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of December 31, 2022 and 2021 were primarily from large managed care insurance companies. There was no individual customer that accounted for 10% or more of revenue or accounts receivable for any of the years presented. The Company does not require collateral as a means to mitigate customer credit risk.

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


	Revenue			Accounts Receivable
	Year Ended December 31,			As of December 31,
	2022	2021	2020	2022	2021
Payor group A (1)	*	22%	27%	*	15%
Payor group B (2)	30%	13%	14%	14%	*
Payor group D	*	*	*	*	15%
Payor group E	15%	*	*	14%	*

__________________

*less than 10%

(1) This payor group represented less than 10% of the Company’s total revenues in 2022 due primarily to a reversal of revenue related to certain overpayments previously made by this payor. Refer to Note 4, “Revenue Recognition.”

(2) 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 5%, 7% and 11% of purchases for the years ended December 31, 2022, 2021 and 2020, respectively. Another supplier accounted for approximately 12%, 11% and 10% of purchases for the years ended December 31, 2022, 2021 and 2020, 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.

Impact of COVID-19

Beginning in April 2020, the Company’s diagnostic test volumes decreased significantly as compared to the prior year as a result of the initial outbreak of the COVID-19 pandemic and the related limitations and priorities across the healthcare system. In response, beginning in May 2020, the Company entered into several service agreements with state governments and healthcare institutions to provide testing for the presence of COVID-19 variants. Test volumes have since improved to what would, at this time, be considered normalized market conditions. A COVID-19 resurgence in the United States could however have a material impact on the Company’s consolidated results of operations, cash flows and financial condition.

In March 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law which was a stimulus bill that, among other things, provided assistance to qualifying businesses and individuals and included funding for the healthcare system. During 2020, as part of the stimulus provided by the CARES Act, the Company received $5.4 million, comprised of $2.6 million received under the Provider Relief Fund (“PRF”) distribution and $2.8 million received under the Employee Retention Credit (“ERC”) distribution which was recorded in other current liabilities within the consolidated balance sheets as of December 31, 2022 and December 31, 2021.

During 2021, the Company received an additional $5.6 million under the PRF distribution, which was recognized in other income in the consolidated statements of operations and comprehensive loss.

Additionally, under the CARES Act, the Company deferred payment of U.S. social security taxes in 2020. As a result, $3.8 million of employer payroll tax payments were initially deferred as of December 31, 2020 with $1.9 million paid in both December 2021 and December 2022 with no remaining liability as of December 31, 2022.

Following the Company’s announcement that it would discontinue COVID-19 testing services by March 31, 2022, the Company no longer provides COVID-19 testing services. During the year ended December 31, 2022, the Company wrote off an accounts receivable balance of $0.4 million related to COVID-19 testing services.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of amounts invested in money market funds. Carrying values of cash equivalents approximate fair value due to the short-term nature of these instruments.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the consolidated balance sheets that sum to the total of the same amounts shown on the consolidated statements of cash flows (in thousands):


	As of December 31,
	2022		2021		2020
Cash and cash equivalents	$	123,933	$	400,569	$	108,132
Restricted cash	14,370		900		10,828
Total	$	138,303	$	401,469	$	118,960

Restricted cash as of December 31, 2022 includes $13.5 million held in escrow as restricted cash related to the closing of the Acquisition of Legacy GeneDx. The escrow amount is to be held for a period of 12 months following the closing date of the Acquisition as a fund for OPKO’s indemnification obligations pursuant to the Acquisition Merger Agreement. In addition, restricted cash, non-current, as of December 31, 2022 consists of money market deposit accounts that secure an irrevocable standby letter of credit that serves as collateral for security deposit operating leases (see Note 9, “Leases”).

Accounts Receivable

Accounts receivable consists of amounts due from customers and third-party payors for services performed and reflect the consideration to which the Company expects to be entitled in exchange for providing those services. Accounts receivable is estimated and recorded in the period the related revenue is recorded. During the years ended December 31, 2022 and 2021, the Company did not record provisions for doubtful accounts. The Company did not write off any accounts receivable balances for the years ended December 31, 2022 and 2021, and $0.2 million of accounts receivable was written off for the year ended December 31, 2020.

Inventory, net

Inventory, net, which primarily consists of finished goods such as testing supplies and reagents, is capitalized when purchased and expensed when used in performing services. Inventory is stated at the lower of cost or net realizable value. Cost is determined using actual costs on a first-in, first-out basis. The Company periodically performs obsolescence assessments and writes off any inventory that is no longer usable. Any write-down of inventory to net realizable value creates a new cost basis. During the fourth quarter of 2022, the Company identified indicators of impairment specifically with the planned exit and discontinuance of testing for Legacy Sema4. Certain inventory testing supplies and reagents have been or are being liquidated or disposed of rather than used to produce revenue. As a result, the Company recorded a $22.5 million impairment charge within impairment loss in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. There was no impairment loss recorded for the years ended December 31, 2021 and December 31, 2020.

Additionally, in the normal course of business the Company recorded a reserve offsetting inventory in the consolidated balance sheets, for excess and obsolete inventory of $1.1 million and $2.1 million for the years ended December 31, 2022 and December 31, 2021, respectively.

Property and Equipment, net

Property and equipment, net are stated at cost less accumulated depreciation and amortization. Equipment includes assets under finance lease. Improvements are capitalized, while maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheets and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized.

Finance leases and leasehold improvements are amortized straight-line over the shorter of the term of the lease or the estimated useful life. All other property and equipment assets are depreciated using the straight-line method over the estimated useful life of the asset, which ranges from three to five years.

The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset or asset group may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. During the fourth quarter of 2022, the Company identified indicators that it is more likely than not that the fair value of certain asset groups was less than their carrying value, see Note 6, “Property and Equipment, net.”

Business Combinations

The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on third-party valuations that use information and assumptions provided by the Company’s management, which consider estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded as goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, estimated cost savings, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods.

Goodwill

In accordance with ASC 350, Intangibles-Goodwill and Other (“ASC 350”), the Company’s goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Under ASC 350, the Company will perform annual impairment reviews of goodwill during the fourth fiscal quarter or more frequently if business factors indicate. In the fourth quarter of 2022, the Company identified indicators of impairment that indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value and as a result goodwill was fully written off with $174.5 million recorded within impairment loss in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2022, see Note 18, “Goodwill and Intangible Assets.” There was no goodwill for the years ended December 31, 2021 and December 31, 2020.

Intangible Assets

Amortizable intangible assets include trade names and trademarks, developed technology and customer relationships acquired as part of business combinations. Intangible assets acquired through our business combinations in the second quarter of 2022 are amortized on a straight line basis. All intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, Property, Plant and Equipment. There were no impairment losses recorded on intangible assets for any periods presented.

Capitalized Software

The Company capitalizes certain costs incurred related to the development of our software applications for internal use during the application development state. If a project constitutes an enhancement to existing software, the Company assesses whether the enhancement creates additional functionality to the software, thus qualifying the work incurred for capitalization. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred. Once the project is available for general release, capitalization ceases and we estimate the useful life of the asset and begin amortization.

Capitalized software costs are amortized using the straight-line method over an estimated useful life of three years. Capitalized software is reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of an asset may not be recoverable. In the fourth quarter of 2022, the Company identified indicators of impairment that the carrying value of the capitalized software may not be recoverable. As a result, certain costs previously capitalized were written down with $8.7 million recorded within cost of services, research and development and general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss.

Cloud Computing

The Company capitalizes certain costs incurred during the application development stage and all costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Amortization begins when the cloud computing arrangement is ready for its intended use and is calculated on a straight-line basis over the fixed noncancellable periods plus renewal periods the Company deems it reasonably certain to exercise. During the year ended December 31, 2022, $0.3 million of implementation costs are capitalized and recorded in other current and non-current assets for amortization.

Fair Value Measurements

Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The following hierarchy lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active or model-derived valuations whose significant inputs are observable.

Level 3: Unobservable inputs that are significant to the measurement of fair value but are supported by little to no market data.

The Company’s financial assets and liabilities consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, and long-term debt. The Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the relatively short-term nature of these accounts.

The Company’s loan from the Connecticut Department of Economic and Community Development is classified within level 2 of the fair value hierarchy. As of December 31, 2022, this loan is recorded at its carrying value of $11.0 million in the consolidated balance sheet. The fair value is $4.9 million, which is estimated based on discounted cash flows using the yields of similar debt instruments of other companies with similar credit profiles.

Warrant Liability

As of the consummation of the Merger in July 2021, there were 21,995,000 warrants to purchase shares of Class A common stock outstanding, including 14,758,333 public warrants and 7,236,667 private placement warrants. As of December 31, 2022 and 2021, there were 21,994,972 warrants to purchase shares of Class A common stock outstanding, including 14,758,305 public warrants and 7,236,667 private placement warrants outstanding. Each warrant expires five 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 $11.50 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 $18.00 as described below:

•in whole and not in part;

•at a price of $0.01 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 $18.00 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 $10.00 as described below:

•in whole and not in part;

•at $0.10 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 $10.00 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 $18.00 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 $10.00) 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.

The Company accounts for warrants as liability-classified instruments based on an assessment of the warrant terms and applicable authoritative guidance in accordance with ASC 480-Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Contingent Consideration (Legacy GeneDx)

In connection with the Acquisition of Legacy GeneDx, up to $150 million of contingent payments will be payable to OPKO in cash and/or shares of Company’s Class A common stock with such mix to be determined in the

Company’s sole discretion, based upon achievement of 2022 and 2023 revenue milestones, pursuant to the Acquisition Merger Agreement (the “Milestone Payments”). If the Company elects to pay in shares of Class A common stock, the Acquisition Merger Agreement provides that the shares issues are to be valued at a fixed $4.86 per share for a maximum of 30.9 million shares.

Subject to the terms and conditions of the Acquisition Merger Agreement, (a) the first Milestone Payment of $112.5 million will become due and payable if the revenue of the Legacy GeneDx group for the fiscal year 2022 equals or exceeds $163 million and (b) the second Milestone Payment of $37.5 million will become due and payable if the revenue of the Legacy GeneDx group for the fiscal year 2023 equals or exceeds $219 million (each of clauses (a) and (b), a “Milestone Event”); provided that 80% of the Milestone Payment for the first milestone period or the second milestone period, as applicable, will become payable in respect of such period if the Legacy GeneDx group achieves 90% of the applicable Milestone Event revenue target for such period, which amount will scale on a linear basis up to 100% of the applicable Milestone Payment at 100% of the applicable revenue target. The milestone payments would require issuance of shares of Company’s Class A common stock up to 23.2 million shares and 7.7 million shares for the first Milestone Payment and second Milestone Payment, respectively. The fair value of the Milestone Payment is classified within level 3 of the fair value hierarchy. As of December 31, 2022, the fair value of the second Milestone Payment was determined to be $1.6 million, which is estimated using a Monte Carlo simulation valuation model and assuming the Company will pay the earn-out in shares. The total liability as of December 31, 2022, is $7.6 million, $6.0 million of which represents the fair value of the first Milestone Payment which was already earned and is expected to be paid via issuance of shares of Company’s Class A common stock based on the results of 2022.

Earn-out contingent liability

In connection with the Merger, all Legacy Sema4 stockholders and option holders at that time became entitled to a pro rata share of 19,021,576 earn-out shares and earn-out Restricted Stock Units (“RSUs”). Based on an assessment of the earn-out shares for the Legacy Sema4 stockholders, the Company considered ASC 480 and ASC 815 and accounted for the earn-out shares as a liability. The Company subsequently measures the fair value of the liability at each reporting period and reports the changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss.

As for the earn-out RSUs for the Legacy Sema4 option holders, a total of 2.7 million RSUs were granted on December 9, 2021. The vesting of such arrangement is conditioned on the satisfaction of both a service requirement and on the satisfaction of a market-based requirement. The market-based requirement would be achieved if the Company’s stock price is greater than or equal to $13 (Triggering Event I), $15 (Triggering Event II) and $18 (Triggering Event III) during the applicable performance period, based on the volume-weighted average price for a period of at least 20 days out of 30 consecutive trading days. Therefore, the Company accounts for this arrangement in accordance with ASC 718- Compensation — Stock Compensation (“ASC 718”) and stock-compensation expense is recognized over the longer of the expected achievement period for the market-based requirement and the service requirement. The Company recorded $0.9 million and $0.2 million in relation to the earn-out RSU for the years ended December 31, 2022 and 2021, respectively. In the event that any earn-out RSUs that are forfeited as a result of a failure to achieve the service requirement, the underlying shares will be reallocated on an annual basis to the Legacy Sema4 stockholders and to the Legacy Sema4 option holders who remain employed as of the date of such reallocation. The Company accounts for the re-allocations to Legacy Sema4 option holders as new grants.

The fair value of the earn-out RSUs are classified within level 3 of the fair value hierarchy and the estimated fair value is determined using a Monte Carlo valuation analysis.

Stock-based Compensation

The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes stock-based compensation expense over the requisite service period for each separate vesting portion of the award on a straight-line basis. Determining the fair value of stock option awards requires judgment, including estimating stock price volatility and expected option life. Restricted stock awards are valued based on the fair value

of the stock on the grant date. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards.

The Company issues new shares upon share option exercise and vesting of a restricted share unit. Forfeitures of stock-based compensation are recognized as they occur.

Income Taxes

Income taxes are accounted for under the asset and liability method and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when it is more likely than not that some or all of the deferred tax assets will not be realized. Based on the Company’s historical operating losses, the Company has recorded a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized.

The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not, based on technical merits, that the position will be sustained upon examination by the appropriate taxing authorities. The amount of tax benefit recognized for an uncertain tax position is the largest that is more than 50 percent likelihood to be realized upon ultimate settlement. The Company records interest and penalties related to tax uncertainties, where appropriate, in income tax expense.

Leases

Under ASU 2016-02, Leases (ASC 842), the Company determines if an arrangement is or contains a lease at inception. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that the Company is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are classified as operating leases.

Right-of-use assets (ROU assets) represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company does not recognize a ROU asset or lease liability for leases with a term of 12 months or less and does not include variable costs, which are based on actual usage, in the measurement of ROU assets and lease liabilities. The ROU assets include any lease payments made prior to the commencement date and initial direct costs incurred and excludes lease incentives received. ROU assets are subsequently assessed for impairment in accordance with the Company’s accounting policy for long-lived assets.

All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined based on the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for similar term and in a similar economic environment on a collateralized basis, unless there is a rate implicit in the lease that is readily determinable.

The Company recognizes lease expense for operating leases on a straight-line basis over the lease term, which may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Variable costs are expensed when the event determining the amount of variable consideration to be paid occurs. Interest expense for finance leases is recognized based on the accretion of the lease liability.

The Company has operating and finance lease arrangements with lease and non-lease components. The Company accounts for lease and non-lease components as a single lease component for all leases. In the fourth quarter of 2022, the Company identified indicators of impairment that indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value, see Note 9, “Leases”.

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”), Revenue from Contracts with Customers, on January 1, 2019 using the modified retrospective method applied to contracts which were not completed as of the adoption date. The Company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration which the Company expects to be entitled to in exchange for those goods or services. If any changes in customer credit issues are identified which were not assessed at the date of service, provisions for doubtful accounts are recognized and recorded.

Diagnostic test revenue

The Company’s diagnostic test revenue contracts typically consist of a single performance obligation to deliver diagnostic testing services to the ordering facility or patient and therefore allocation of the contract transaction price is not applicable. Control over diagnostic testing services is generally transferred at a point in time when the customer obtains control of the promised service which is upon delivery of the test.

Diagnostic test revenues consist primarily of services reimbursed by third-party insurance payors. Third-party insurance payors include managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges, and employers. In arrangements with third-party insurance payors, the transaction price is stated within the contract, however, the Company accepts payments from third-party payors that are less than the contractually stated price and is therefore variable consideration and the transaction price is estimated.

When determining the transaction price, the Company uses a portfolio approach as a practical expedient to account for categories of diagnostic test contracts as collective groups rather than on an individual contract basis. The portfolio consists of major payor classes based on third-party payors. Based on historical collection trends and other analyses, the Company believes that revenue recognized by utilizing the portfolio approach approximates the revenue that would have been recognized if an individual contract approach was used.

Estimates of allowances for third-party insurance payors that impact the estimated transaction price are based upon the pricing and payment terms specified in the related contractual agreements. Contractual pricing and payment terms in third-party insurance agreements are generally based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. In addition, for third-party payors in general, the estimated transaction price is impacted by factors such as historical collection experience, contractual provisions and insurance reimbursement policies, payor mix, and other relevant information for applicable payor portfolios.

For institutional clients, the customer is the institution. The Company determines the transaction price associated with services rendered in accordance with the contractual rates established with each customer.

Payment terms and conditions vary by contract and customer, however standard payment terms are generally less than 60 days from the invoice date. In instances where the timing of the Company’s revenue recognition differs from the timing of its invoicing, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised services to the customer will be one year or less.

Other revenue

The Company enters into both short-term and long-term project-based collaboration and service agreements with customers. Certain of these contracts include a license to directly access the Company’s intellectual property or participation by the Company on joint steering committees with the customer, which was considered to be immaterial in the context of the contract. The Company concludes that the goods and services transferred to our customers pursuant to these agreements generally comprise a single performance obligation on the basis that such goods and services are not distinct within the context of the contract. This is because the goods and services are highly interdependent and interrelated such that the Company would not be able to fulfill its underlying promise to our customers by transferring each good or service independently.

Certain of these contracts include non-refundable upfront payments and variable payments based upon the achievement of certain milestones or fixed monthly payments during the contract term. Non-refundable upfront payments received prior to the Company performing performance obligation are recorded as a contract liability upon receipt. Milestone payments are included in the transaction price only when it is probable that doing so will not result in a significant reversal of cumulative revenue recognized when the uncertainty associated with the milestone is subsequently resolved. For longer-term contracts, the Company does not account for a significant financing component since a substantial amount of the consideration promised by the customer is variable and the amount or timing of that consideration varies on the basis of a future event that is not substantially within the control of either party.

The Company satisfies its performance obligation generally over time if the customer simultaneously receives and consumes the benefits provided by the Company’s services as the Company performs those services. The Company recognizes revenue over time using an input measure based on costs incurred on the basis that this measure best reflects the pattern of transfer of control of the services to the customer. In some contracts, the Company subcontracts certain services to other parties for which the Company is ultimately responsible. Costs incurred for such subcontracted services are included in the Company’s measure of progress for satisfying its performance obligation and are recorded in cost of services in the consolidated statements of operations and comprehensive loss. Changes in the total estimated costs to be incurred in measuring the Company’s progress toward satisfying its performance obligation may result in adjustments to cumulative revenue recognized at the time the change in estimate occurs.

Segment Information

Historically, the Company operated in one segment. During 2022, with the Acquisition of Legacy GeneDx, the change in Chief Operating Decision Maker (“CODM”) and the announced exit from the majority of the Legacy Sema4 diagnostics operations, the Company’s CODM began to evaluate the Company’s business separately for GeneDx, inclusive of Legacy GeneDx and Legacy Sema4 data revenues and associated costs and corporate support costs, and the existing Legacy Sema4 diagnostics business during the fourth quarter of 2022. As a result, the Company has concluded that two reportable segments exist and have been presented for 2022. The majority of the Company’s operations for 2021 and 2022 are included in the Legacy Sema4 segment and the majority of the GeneDx segment for 2022 was resultant from the 2022 Acquisition, and thus did not exist within the Company’s consolidated results for 2021 and 2020. As a result, the Company has not presented segments for 2021 and 2020. See Note 17, “Segment Reporting”, for 2022 segment disclosures.

Emerging Growth Company

The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. 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 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.

Recently Adopted Accounting Pronouncements

The Company adopted ASU No. 2016-02, Leases (ASC 842) on January 1, 2022 using the modified retrospective method. The Company also elected to use the package of practical expedients permitted under the transition guidance which allows for the carry forward of historical lease classification for existing leases on the adoption date and does not require the assessment of existing lease contracts to determine whether the contracts contain a lease or initial direct costs. Prior periods were not retrospectively adjusted.

The adoption of this standard as of January 1, 2022, resulted in the recognition of operating lease ROU assets in the amount of $39.2 million and operating lease liabilities in the amount of $42.2 million. The adoption did not have material impact on finance leases. The adoption did not have material impact on the consolidated statements of operations and comprehensive loss or cash flows.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The Company adopted ASU 2021-10 effective January 1, 2022. The Company did not receive any such grants during the year ended December 31, 2022.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The new credit losses standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, contract assets recognized as a result of applying ASC 606, loans and certain other instruments, entities will be required to use a new forward looking “expected loss” model that generally will result in earlier recognition of credit losses than under today’s incurred loss model. As an emerging growth company, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to the opening retained earnings as of the beginning of the first reporting period in which the guidance is effective. The guidance was adopted by the Company as of January 1, 2023. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Business Combination

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination

As discussed in Note 1, on July 22, 2021, the Company consummated the Business Combination and received net cash proceeds of $510.0 million.

Pursuant to the Business Combination, the following occurred:

•Holders of 10,188 shares of CMLS’s Class A common stock sold in its initial public offering (the “public shares”) exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from CMLS’s initial public offering (the “IPO”), which was approximately $10.00 per share, or $101,880 in aggregate.

•Each share of CMLS’s Class B common stock was automatically converted into common stock of the Company.

•Each share of the Legacy Sema4 Class B common stock was converted into 1/100th of a share of Legacy Sema4 Class A common stock and each share of Legacy Sema4 common stock and preferred stock was canceled and received a portion of the merger consideration, resulting in certain Legacy Sema4 stockholders receiving $230,665,220 of cash and the Legacy Sema4 stockholders receiving an aggregate of 178,336,298 shares of common stock of the Company.

•Pursuant to subscription agreements entered into on February 9, 2021, certain investors agreed to subscribe for an aggregate of 35,000,000 newly-issued shares of common stock at a purchase price of $10.00 per share for an aggregate purchase price of $350,000,000 (the “PIPE Investment”). Concurrently with the closing of the Business Combination, the Company consummated the PIPE Investment.

•After giving effect to the Merger, the redemption of public shares and the conversion of the CMLS Class B common stock as described above, and the consummation of the PIPE Investment, there were 240,190,402 shares of the Company’s common stock issued and outstanding.

The Company recorded $51.8 million of transaction costs which consist of direct, incremental legal, professional, accounting, and other third-party fees that were directly related to the execution of the Merger in additional paid-in capital. Upon consummation of the Merger, $9.0 million of the transaction costs relates to costs incurred by Legacy Sema4 and reclassed to offset against equity from prepaid expense and other current assets.

Legacy GeneDx Acquisition

As discussed in Note 1, on April 29, 2022, the Company completed the Acquisition of Legacy GeneDx. At the closing of the Acquisition, the Company paid OPKO cash consideration of $140.5 million (net of transaction expenses and other customary purchase price adjustments) and issued to OPKO 80 million shares of the Company’s Class A common stock ($172 million based on the closing date share price of $2.15 per share). A portion of this cash ($13.4 million) and share consideration (8.3 million shares) will be held in escrow for 12 months following the closing date of the Acquisition. In addition, up to $150 million is payable following the closing of the Acquisition, if certain revenue-based milestones are achieved for each of the fiscal years ending December 31, 2022 and December 31, 2023. These milestone payments, if and to the extent earned under the terms of the Acquisition Merger Agreement, will be satisfied through the payment and/or issuance of a combination of cash and shares of the Company’s Class A common stock (valued at a fixed $4.86 per share, subject to adjustment for stock splits and similar changes), with such mix to be determined in the Company’s sole discretion. As of the acquisition date, the fair value of the earn-out was determined to be $52.0 million and was included in the aggregate purchase price of $364.5 million. Concurrently with the closing of the Acquisition, the Company also issued and sold in private placement 50,000,000 shares of the Company’s Class A common stock to certain institutional investors for aggregate gross proceeds of $200 million (the “Acquisition PIPE Investment”).

The following table presents the net purchase price and the fair values of the assets and liabilities of GeneDx on a preliminary basis (in thousands):


Cash and cash equivalents	$	—
Accounts receivables	21,651
Inventory	6,210
Prepaid expenses	4,671
Other current assets	320
Property and equipment	29,509
Other non-current assets	6,464
Trade names and trademarks	50,000
Developed technology	48,000
Customer relationships	98,000
Accounts payable and accrued expenses	(12,862)
Other current liabilities	(15,781)
Deferred tax liabilities	(51,779)
Long-term lease liabilities	(5,798)
Fair value of net assets acquired	178,605
Goodwill (1)	185,871
Aggregate purchase price	$	364,476

(1) Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. see Note 18, “Goodwill and Intangible Assets” for more detail.

The amounts above represent the preliminary fair value estimates and the Company has identified certain adjustments during the measurement period that are primarily related to the Legacy GeneDx accrued expenses that do not represent GeneDx’s assumed liabilities. These measurement period adjustments are reflected in the goodwill balance and shown in Note 18, “Goodwill and Intangible Assets.” Further adjustments may be made as the Company obtains additional information during the remaining measurement period and finalizes its fair value

estimates. Specifically, the Company is still in the process of reviewing and finalizing the net working capital adjustment with OPKO. Upon final agreement, the Company may have further adjustments.

Increases or decreases in the estimated fair values of the net assets acquired may impact the Company’s consolidated statements of operations and comprehensive loss in future periods. The Company expects that the values assigned to the assets acquired and liabilities assumed will be finalized during the one-year measurement period following the Acquisition closing date.

For the year ended December 31, 2022, $12.1 million of Legacy GeneDx Acquisition-related costs are reflected within general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. These costs include third-party professional firms’ services related to due diligence, advisory and legal services. The Company’s consolidated results include $116.4 million of revenue and $(25.9) million of pretax loss for the year ended December 31, 2022 from Legacy GeneDx.

Pro forma financial information

The pro forma information below gives effect to the Acquisition as if it had been completed on January 1, 2021 (“the pro forma acquisition date”). The pro forma information is not necessarily indicative of the Company’s revenue results had the Acquisition been completed on the pro forma acquisition date, nor is it necessarily indicative of the Company’s future results. The pro forma revenue information reflects Legacy GeneDx’s historic revenue and does not include any additional revenue opportunities following the Acquisition. The purchase price allocations for the assets acquired and liabilities assumed are based on preliminary valuations and are subject to change as the Company obtains additional information during the acquisition measurement period. Increases or decreases in the estimated fair values of the net assets acquired may impact the Company’s consolidated statements of operations and comprehensive loss in future periods. The Company expects that the values assigned to the assets acquired and liabilities assumed will be finalized during the one-year measurement period following the Acquisition closing date. The pro forma revenues and net loss include the following adjustments based on the Company’s preliminary analysis and are subject to change as additional analysis is performed:

•revised amortization expense resulting from the acquired intangible assets,

•historical intercompany revenue recognized by Legacy GeneDx with OPKO or other related parties,

•income tax benefits resulting from the deferred tax liabilities acquired, and

•revised stock based compensation reflecting the inducement awards issued to the Legacy GeneDx employees.


	December 31,
	2022 (in thousands)		2021 (in thousands)
Pro forma revenues	$	282,959	$	326,720

Pro forma net loss	$	(613,199)	$	(252,506)

For year ended December 31, 2022 and 2021 pro forma revenues combine the Company and Legacy GeneDx and included Legacy GeneDx revenue of $165.2 million and $118.3 million, respectively.

Revenue Recognition

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Disaggregated revenue

The following table summarizes the Company’s disaggregated revenue (in thousands):


	Year Ended December 31,
	2022		2021		2020
Diagnostic test revenue:
Patients with third-party insurance	$	173,624	$	169,576	$	138,153
Institutional customers	46,124		31,717		35,200
Self-pay patients	7,586		3,807		1,998
Total diagnostic test revenue	227,334		205,100		175,351
Other revenue	7,360		7,095		3,971
Total	$	234,694	$	212,195	$	179,322

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 year ended December 31, 2022, a change in estimate included a decrease in revenue related to a payor, as further disclosed in the “—Certain payor matters” below, for tests in which the performance obligation of delivering the test results was met in prior periods. The decrease was further offset by other upward adjustments made for tests in which the performance obligation of delivering the test results was met in prior periods related to other payors.

During 2022, the Company recorded $54.0 million to decrease revenue 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. As described in more detail below, third-party payors may decide to deny payment or seek to recoup payments for tests performed by the Company for a number of reasons and, as a result, the Company may be required to refund payments previously received, and the Company’s revenues may be subject to retroactive adjustment as a result. The Company processes requests for recoupment from third-party payors in the ordinary course of its business and reflects in the Company’s transaction price estimations. See “—Certain payor matters” below for further details regarding an ongoing matter related to certain overpayments the Company allegedly received from a third-party payor; the Company has established certain liabilities and reversed certain of its previously recorded revenue as a result of this matter and other potential settlements with payors.

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.

As an integral part of the Company’s billing compliance program the Company instituted a third-party review of billing claims and compliance practices, and initiated improvements including implementing a package of new billing compliance policies and procedures and strengthening the Company’s billing compliance team. 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.

Throughout 2022, the Company was engaged in discussions with one of its third-party payors (the “Payor”) regarding certain overpayments. On December 30, 2022, the Company entered into a settlement agreement with the Payor in order to settle the claims related to coverage and billing matters allegedly resulting in the overpayments by the Payor to the Company (the “Disputed Claims”). Under the settlement agreement, $42.0 million is to be paid by the Company to the Payor in a series of installments over the next four years with the final installment payment scheduled to be on or before June 30, 2026. The first installment payment of $15.0 million was made on December 31, 2022. In consideration for these payments, the Payor has agreed to provide releases of the Disputed Claims, which releases become effective on or about April 1, 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 December 31, 2022, $39.0 million has been accrued. See Note 16, “Supplemental Financial Information.” 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 represent partially unsatisfied performance obligations as of December 31, 2022. The revenues under existing service agreements with original expected durations of more than one year are estimated to be approximately $6.8 million. The Company expects to recognize the majority of this revenue over the next 2.5 years.

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 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 balance sheets as current or non-current asset based upon forecasted performance.

As of December 31, 2022 and 2021, the Company had outstanding deferred costs to fulfill contracts of $0.3 million and $1.8 million, respectively. At each period, all outstanding deferred costs were recorded as other current assets.

Amortization of deferred costs was $1.5 million, $1.4 million and $0.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. The amortization of these costs is recorded in cost of services of the 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

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 (in thousands):


	December 31, 2022
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	16,901	$	16,901	$	—	$	—
Total financial assets	$	16,901	$	16,901	$	—	$	—

Financial Liabilities:
Public warrant liability	$	280	$	280	$	—	$	—
Private warrant liability	138		—		138		—
Earn-out contingent liability	—		—		—		—
Contingent consideration based on milestone achievement	7,619		—		—		7,619
Total financial liabilities	$	8,037	$	280	$	138	$	7,619


	December 31, 2021
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	385,370	$	385,370	$	—	$	—
Total financial assets	$	385,370	$	385,370	$	—	$	—

Financial Liabilities:
Public warrant liability	$	14,463	$	14,463	$	—	$	—
Private warrant liability	7,092		—		7,092		—
Earn-out contingent liability	10,244		—		—		10,244
Total financial liabilities	$	31,799	$	14,463	$	7,092	$	10,244

Of the $123.9 million cash and cash equivalents presented on the consolidated balance sheets, $16.9 million is in money market funds and is classified within Level 1 of the fair value hierarchy as the fair value is based on quoted prices in active markets.

The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”) which were originally issued in the IPO and warrants sold in a private placement to CMLS Holdings LLC (the “Private Warrants”). The Company evaluated its warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as non-current liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in other income (expense), net on the consolidated statements of operations and comprehensive loss at each reporting date. The Public Warrants are classified within Level 1 of the fair value hierarchy as they are traded in active markets. The Private Warrants are classified within Level 2 of the fair value hierarchy as management determined the fair value of each Private Warrant is the same as that of a Public Warrant because the terms are substantially the same. For the year ended December 31, 2022, a gain of $21.1 million was recorded within the change in the change in fair market value of warrant and earn-out contingent liabilities in the consolidated statements of operations and comprehensive loss based on re-measurement performed as of the period end date.

The earn-out contingent liabilities include the Company’s contingent obligation to issue earn-out shares for Legacy Sema4 stockholders (“Earn-out Shares”) as well as the Company’s contingent obligation to make an additional Milestone Payment of up to $150 million, up to 30.9 million shares of its Class A common stock, or a combination of cash and shares at our discretion, to OPKO if certain revenue-based milestones are achieved for each of the fiscal years ended December 31, 2022 and December 31, 2023. As of December 31, 2022, the first milestone was met and is anticipated to be paid by the Company issuing approximately 23.2 million shares of Class A common stock, which is determined to be approximately $6 million in fair value as of December 31, 2022.

The Earn-out Shares are accounted for as a liability and required remeasurement at each reporting date. The estimated fair value of the total Earn-out Shares as of December 31, 2022 is determined based on a Monte Carlo simulation valuation model. The fair value of the earn-out contingent liability is sensitive to the expected volatility for the Company and the Company’s Class A common stock price which is sensitive to changes in the forecasts of earnings and/or the relevant operating metrics. The expected volatility for the Company is based on the historical volatility of selected guideline companies, the historical volatility of the Company, and the implied volatility of the Company’s call options. The key assumptions utilized in determining the Earn-out Shares valuation as of December 31, 2022 and December 31, 2021 were as follows:


	December 31, 2022	December 31, 2021
Stock price	$0.26	$4.46
Expected volatility	107.5%	62.5%
Expected term (in years)	0.6	1.6
Risk-free interest rate	4.76%	0.58%

The fair value determined and recorded as of December 31, 2022 and December 31, 2021 was zero and $10.2 million, respectively. During the year ended December 31, 2022 a gain of $10.2 million was recorded within the change in fair market value of warrant and earn-out contingent liabilities in the consolidated statements of operations and comprehensive loss based on re-measurement performed as of the period end date.

The Milestone Payments contingent liability represents additional acquisition consideration to pay up to $150 million, up to 30.9 million shares of the Company’s Class A common stock or a combination of cash and shares at the Company’s discretion based on the achievement of Legacy GeneDx revenue-based milestones in fiscal years 2022 and 2023. Subject to the terms and conditions of the Acquisition Merger Agreement, (a) the first Milestone Payment representing 75% of the aggregate became due as the Legacy GeneDx group’s revenue exceeded $163 million for the year ended December 31, 2022 and (b) the second Milestone Payment representing the final 25% will become due and payable if the revenue of the Legacy GeneDx group for the fiscal year 2023 equals or exceeds $219 million; provided that 80% of the Milestone Payment will become payable in respect of such period if the Legacy GeneDx group achieves 90% of the applicable Milestone Event revenue target, which amount will scale on a linear basis up to 100% of the applicable Milestone Payment at 100% of the applicable revenue target. Each Milestone Payment will be satisfied through the payment and/or issuance of a combination of cash and shares of the Company’s Class A common stock (valued at a fixed $4.86 per share), with such mix to be determined at the Company’s sole discretion. Settlement of the first Milestone Payment is expected to be paid via issuance of shares of Company’s Class A common stock based on the results of 2022.

The Company recorded the fair value of the Milestone Payments for $7.6 million as of December 31, 2022, of which $6.0 million has been earned and is presented as current liabilities in the consolidated balance sheets. For the year ended December 31, 2022, a gain of $38.9 million was recorded in the change in fair market value of warrant and earn-out contingent liabilities in the consolidated statements of operations and comprehensive loss based on re-measurement performed as of the period end date. The fair value of the remaining earn-out was determined based on a Monte Carlo simulation valuation model and the key assumptions include revenue projections, revenue volatility of 25%, the Company’s expectation to settle the liability in shares and share price of $0.26 per share.

The earn-out contingent liabilities are categorized as Level 3 of the fair value hierarchy as the Company utilizes unobservable inputs in estimating the fair value. There were no transfers between Level 1, Level 2 and Level 3 during the periods presented.

- 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

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following (in thousands):


	As of December 31,
	2022		2021
Laboratory equipment	$	41,255	$	28,552
Equipment under finance leases	21,384		21,384
Leasehold improvements	35,561		21,905
Capitalized software	32,171		25,693
Building under finance lease	6,276		6,276
Construction in-progress	3,386		940
Computer equipment	9,177		6,634
Furniture, fixtures and other equipment	3,777		3,241
Total property and equipment	152,987		114,625
Less: accumulated depreciation and amortization	(101,460)		(51,906)
Property and equipment, net	$	51,527	$	62,719

For the years ended December 31, 2022, 2021 and 2020, depreciation and amortization expense was $50.0 million, $21.8 million and $11.7 million, respectively, which included software amortization expense of $15.4 million, $5.6 million and $3.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. For intangible amortization, see Note 18, “Goodwill and Intangible Assets.”

For the year ended December 31, 2022, the Company accelerated depreciation and amortization charge of $24.0 million due to the change in the Company’s useful lives on certain fixed assets that are related to the business exit activity.

Depreciation and amortization expense is included within the statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Cost of services	$	31,328	$	14,094	$	9,055
Research and development	14,960		5,819		1,040
Selling and marketing	4		3		—
General and administrative	3,667		1,891		1,639
Total depreciation and amortization expenses	$	49,959	$	21,807	$	11,734

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Related party revenues

Related party revenues primarily include diagnostic testing revenues generated by GeneDx from BioReference Laboratories, Inc. (“BRLI”), which is a subsidiary of OPKO. The prices charged represent market rates. Revenue recorded from this contract was $1.7 million for the year ended December 31, 2022.

Related party expenses

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.

For years ended December 31, 2021 and 2020, the Company incurred certain costs with ISMMS. Expenses recognized under the TSA totaled $1.4 million and $7.2 million for the years ended December 31, 2021 and 2020, respectively, and are presented within related party expenses in the consolidated statements of operations and comprehensive loss. The Company did not incur any costs under the TSA in the year ended December 31, 2022. The Company did not have any TSA payables due to ISMMS of as of December 31, 2022 and 2021. The ISMMS TSA expired on March 28, 2021.

Expenses recognized pursuant to other service arrangements with ISMMS totaled $7.4 million, $7.0 million and $4.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. These amounts are included in either cost of services or related party expenses on the 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 $2.4 million and $2.6 million as of December 30, 2022 and 2021, respectively. These amounts are included within due to related parties on the Company’s consolidated balance sheets.

Additionally, the Company incurred $1.7 million in purchases of diagnostic testing kits and materials for the year ended December 31, 2022 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 $0.4 million as of December 31, 2022.

GeneDx and OPKO entered into a Transition Services Agreement dated as of April 29, 2022 (the “OPKO TSA”) pursuant to which OPKO has agreed to provide, at cost, certain services in support of the Acquisition of the GeneDx business through December 31, 2022, 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. The Company recognized $1.3 million and in costs for the year ended December 31, 2022, respectively. As of December 31, 2022, $0.4 million was unpaid and included in due to related parties in consolidated balance sheets.

The Company also recorded $1.3 million of receivables from OPKO related to the Acquisition closing working capital adjustment. This amount is presented as other current assets in consolidated balance sheets as of December 31, 2022.

Total related party costs are included within cost of services and related party expenses in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Costs of services	$	4,169	$	3,975	$	2,189
Related party expenses	6,312		5,659		9,395
Total related party costs	$	10,481	$	9,634	$	11,584

Long-Term Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Long-Term Debt

Loan and Security Agreement (the “SVB Agreement”)

On November 15, 2021, the Company and Sema4 OpCo (together, the “Borrower”) entered into the SVB Agreement with Silicon Valley Bank (“SVB”). The SVB Agreement provides for a Revolver up to an aggregate principal amount of $125.0 million, including a sublimit of $20.0 million for Letters of Credit (as such terms are defined in the SVB Agreement). The outstanding principal amount of any Advance (as such term is defined in the

SVB Agreement) will bear interest at a floating rate per annum equal to the greater of (1) 4.00% and (2) the Prime Rate plus the Prime Rate Margin. The Revolver will mature on November 15, 2024.

The obligations under the SVB Agreement are secured by a first priority perfected security interest in substantially all of the Company’s assets except for (i) Governmental Collection Accounts (as defined in the SVB Agreement), (ii) more than 65% of the presently existing and thereafter arising issued and outstanding shares of capital stock owned by Borrowers in a Foreign Subsidiary (as such term is defined in the SVB Agreement) and (iii) intellectual property pursuant to the terms of the SVB Agreement.

The SVB Agreement contains affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, and dividends and other distributions.

The SVB Agreement requires the Borrower to comply with certain financial covenants if Liquidity (as such term is defined in the SVB Agreement) falls below $135.0 million. These financial covenants include (i) a minimum Adjusted Quick Ratio (as such term is defined in the SVB Agreement) and (ii) the achievement of certain minimum revenue targets. On a monthly basis, the Borrowers would be required to maintain a minimum Adjusted Quick Ratio of greater than or equal to 1.25 to 1.0. The Borrower must also maintain certain trailing six-month minimum revenue targets through maturity if outstanding borrowings under the Revolver exceed $50.0 million.

The SVB Agreement also includes customary events of default, including failure to pay principal, interest or certain other amounts when due, material inaccuracy of representations and warranties, violation of covenants, certain bankruptcy and insolvency events, certain undischarged judgments, material invalidity of guarantees or grant of security interest, material adverse change, and involuntary delisting from the Nasdaq Stock Market, in certain cases subject to certain thresholds and grace periods. If one or more events of default occurs and continues beyond any applicable cure period, SVB may, without notice or demand to the Borrower, terminate its commitment to make further loans and declare all of the obligations of the Borrowers under the SVB Agreement to be immediately due and payable. The Company is in compliance with all covenants as of December 31, 2022.

No amounts have been drawn under the SVB Agreement as of December 31, 2022.

On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 14, 2023, Silicon Valley Bridge Bank, N.A., a new bank that is regulated by the Office of the Comptroller of the Currency, announced that it had assumed all loan positions, including as lender, issuing bank, administrative and any other function that was formerly performed by SVB, and that all commitments to advance under existing credit agreements will be honored in accordance with and pursuant to the terms thereof.

2016 Funding Commitment

In April 2016, ISMMS received a $5.0 million loan funding commitment (the “DECD Loan Agreement”) from the Connecticut Department of Economic and Community Development (“DECD”) to support the Genetic Sequencing Laboratory Project in Branford, Connecticut (the “Project”). The DECD made a commitment to offer a total of $9.5 million in loan funding for leasehold improvements, construction, equipment, research and development, and administrative expenses over a period of ten years at an annual interest rate of 2.0% (collectively, “Phase 1” and “Phase 2” of funding for the Project). On June 1, 2017, as part of the Spin-out, ISMMS assigned both the agreement underlying the Project and the DECD Loan Agreement to Sema4 OpCo, Inc. (“OpCo”). ISMMS guaranteed the Company’s obligation to repay the DECD.

In June 2018, the Company amended the existing $9.5 million DECD Loan Agreement (the “2018 Amended DECD Loan Agreement”) with the DECD by increasing the total loan commitment to $15.5 million at the same fixed annual interest rate of 2.0% for a term of 10 years from the date the new funds are disbursed (“Phase 3” of funding for the Project). The terms of the Amended DECD Loan Agreement require the Company to make interest-only payments through July 2023 and principal and interest payments commencing in August 2023 through July 2028.

In addition, under the terms of the 2018 Amended DECD Loan Agreement, the DECD provided the Company with the ability to seek partial principal loan forgiveness of up to $12.3 million in the aggregate, contingent upon the Company achieving job creation and retention milestones.

The outstanding loan balance from the DECD was $11.0 million at December 31, 2021, following the achievement of the Phase 1 funding milestone. In January 2023, the Company amended the 2018 Amended DECD Loan Agreement, which resulted in agreeing to pay $2.0 million in principal, obtaining $2.75 million in debt forgiveness for achieving its Phase 2 job milestone, and agreeing to two new forgiveness milestone targets for Phase 3 (eligible for $2 million in forgiveness) and the Final Phase (eligible for $1 million in forgiveness) (the “2022 Amended DECD Loan Agreement”). Upon execution of this amendment in January 2023, we have paid the $2.0 million in principal and received $2.75 million in debt forgiveness, both of which were classified as current liabilities as of December. 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%.

As of December 31, 2022, the long-term debt matures as follows (in thousands):


2023	$	4,750
2024	497
2025	1,211
2026	1,234
2027	1,260
Thereafter	2,048
Total maturities of long-term debt	11,000
Less: Current portion of long-term debt	(4,750)
Total long-term debt, net of current portion	$	6,250

Debt due to the DECD is collateralized by providing a security interest in certain machinery and equipment the Company holds at its Stamford headquarters, as defined in a separate security agreement. The DECD Security Agreement provides a security for the payment and performance of meeting the Company’s obligations to the DECD until the obligations have been fully satisfied.

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

Lease Accounting

The Company adopted ASC 842 on January 1, 2022 on a modified retrospective basis. As a result, the Company’s lease disclosures as of and for the year ended December 31, 2022 are reported under ASC 842. Comparative financial information as of and for the years ended December 31, 2021 and 2022 have not been restated and continues to be reported under ASC 840, the lease accounting standard in effect for that period.

The Company enters into contracts in the normal course of business and assesses whether any such contracts contain a lease. The Company determines if an arrangement is a lease at inception if it conveys the right to control the identified asset for a period of time in exchange for consideration. The Company classifies leases as operating or financing in nature. All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined based on the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for similar term and in a similar

economic environment on a collateralized basis, unless there is a rate implicit in the lease that is readily determinable.

Operating Leases

The Company's operating lease arrangements are principally for office space and laboratory facilities. The Company’s headquarter lease was initially entered into via sub-lease agreements with ISMMS and a third party and they will expire in 2034. We also entered into a separate lease with a third party for space in the same building as our headquarters and that lease expires in 2029. The agreements include escalating rent and rent-free period provisions. Pursuant to the terms of the lease agreement, the Company was required to have issued an irrevocable standby letter of credit to the lessor for $0.9 million, which was included in restricted cash, non-current on the consolidated balance sheets as of December 31, 2021 and 2022. The Company identified impairment indicators with respect to certain office space which was determined to be excess. The Company performed quantitative analysis as of December 31, 2022. The fair value was determined primarily based on estimating sublease income for the lease and discount rate. The Company utilized third party information in the estimation process. Based on the analysis, the Company recorded an impairment charge of $10.0 million.

In April 2019, the Company entered into a sublease agreement to rent a building to be used for office and laboratory facility (the “Stamford Lease”) for a base term of 325 months, expiring in October 2046. The Company has the option to renew the lease at the end of the initial base term for either one period of 10 years, or two periods of 5 years. There is also an early termination option in which the Company may cancel the lease after the 196th month with cancellation fees. At inception of the Stamford Lease, the value of the land was determined to be more than 25% of the total value and therefore the building is accounted for as a finance lease and the land as an operating lease.

In January 2020, the Company entered into a lease agreement which expanded the Company’s existing laboratory facility in Branford, Connecticut. The lease commenced in February 2020 with a 10 year term. The lease includes escalating rent fees over the lease term.

In April 2022, the Company acquired an operating lease for office space and laboratory operations in Gaithersburg, Maryland, in connection with the Acquisition. The lease includes a base term of 9 years remaining from the date of acquisition and an escalating rent provision.

In July 2022, the Company executed a lease agreement to extend the lease term of existing office spaces in New York, New York, commencing in September 2022 for a period of 13 months.

Finance Leases

The Company enters into various finance lease agreements to obtain laboratory equipment that contain bargain purchase commitments at the end of the lease term. The leases are secured by the underlying equipment. As discussed above, the Company also leases a building used for office and laboratory space in which the building is accounted for as a finance lease and the land is as an operating lease. The interest rate used for the Stamford Lease is 13.1%, which is used to measure the operating and finance lease liability. During the prior year, the Company accounted for finance leases under ASC 840 as capital leases. As of December 31, 2021, the finance lease obligations of $3.4 million and $18.4 million were included in other current liabilities and other liabilities, respectively on the consolidated balance sheets.

The tables below present financial information associated with the Company’s leases. This information is presented as of, and for the year ended, December 31, 2022 because, the Company adopted the ASC 842 using a transition method that does not require application to periods prior to adoption (in thousands).

Classification

December 31, 2022

Assets

Operating lease assets

Operating lease right-of-use assets

32,758

Finance lease assets

Property and Equipment, net

8,604

Total lease assets

41,362

Liabilities

Current

Operating

Short-term lease liabilities

2,409

Finance

Short-term lease liabilities

3,712

Non-current

Operating

Long-term lease liabilities

44,468

Finance

Long-term lease liabilities

15,545

Total lease liabilities

66,134


Lease cost	Year ended December 31, 2022
Operating lease cost
Operating lease cost	$	6,044
Short-term lease cost	1,131
Variable lease cost	1,111
Total operating lease cost	$	8,286

Finance lease cost
Depreciation and amortization of leased assets	$	5,518
Interest on lease liabilities	$	2,152
Total finance lease cost	$	7,670
Total lease cost	$	15,956

Future minimum lease payments under non-cancellable leases as of December 31, 2022 are as follows:


Maturity of lease liabilities	Operating leases		Finance leases		Total
2023	$	4,597	$	3,729	8,326
2024	5,521		2,763		8,284
2025	5,952		2,451		8,403
2026	6,103		2,003		8,106
2027	6,251		2,045		8,296
Thereafter	51,640		47,839		99,479
Total	80,064		60,830		$	140,894
Less: imputed interest	(33,187)		(41,573)		$	(74,760)
Present value of lease liabilities	$	46,877	$	19,257	$	66,134

Other information related to leases as of and for the year ended December 31, 2022 are as follows:


	December 31, 2022
Weighted-average remaining lease term (years)
Operating leases	12.2
Finance leases	19.0

Weighted-average discount rate
Operating leases	6.9%
Finance leases	11.2%

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	4,183
Operating cash flows from finance leases	2,225
Financing cash flows from finance lease	3,292

Leases

Lease Accounting

economic environment on a collateralized basis, unless there is a rate implicit in the lease that is readily determinable.

Operating Leases

In July 2022, the Company executed a lease agreement to extend the lease term of existing office spaces in New York, New York, commencing in September 2022 for a period of 13 months.

Finance Leases

Classification

December 31, 2022

Assets

Operating lease assets

Operating lease right-of-use assets

32,758

Finance lease assets

Property and Equipment, net

8,604

Total lease assets

41,362

Liabilities

Current

Operating

Short-term lease liabilities

2,409

Finance

Short-term lease liabilities

3,712

Non-current

Operating

Long-term lease liabilities

44,468

Finance

Long-term lease liabilities

15,545

Total lease liabilities

66,134


Lease cost	Year ended December 31, 2022
Operating lease cost
Operating lease cost	$	6,044
Short-term lease cost	1,131
Variable lease cost	1,111
Total operating lease cost	$	8,286

Finance lease cost
Depreciation and amortization of leased assets	$	5,518
Interest on lease liabilities	$	2,152
Total finance lease cost	$	7,670
Total lease cost	$	15,956

Future minimum lease payments under non-cancellable leases as of December 31, 2022 are as follows:


Maturity of lease liabilities	Operating leases		Finance leases		Total
2023	$	4,597	$	3,729	8,326
2024	5,521		2,763		8,284
2025	5,952		2,451		8,403
2026	6,103		2,003		8,106
2027	6,251		2,045		8,296
Thereafter	51,640		47,839		99,479
Total	80,064		60,830		$	140,894
Less: imputed interest	(33,187)		(41,573)		$	(74,760)
Present value of lease liabilities	$	46,877	$	19,257	$	66,134

Other information related to leases as of and for the year ended December 31, 2022 are as follows:


	December 31, 2022
Weighted-average remaining lease term (years)
Operating leases	12.2
Finance leases	19.0

Weighted-average discount rate
Operating leases	6.9%
Finance leases	11.2%

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	4,183
Operating cash flows from finance leases	2,225
Financing cash flows from finance lease	3,292

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Purchase Obligations

The following sets forth purchase obligations as of December 31, 2022 with a remaining term of at least one year (in thousands):


Contractual Obligations	2023		2024		2025		Total Commitments
Software provider	$	5,561	$	2,436	$	257	$	8,254
Equipment provider	179		182		139		$	500
	$	5,740	$	2,618	$	396	$	8,754

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

Contingencies

The Company is a party to various actions and claims arising in the normal course of business. The Company does not believe that the outcome of these matters will have a material effect on the Company’s consolidated financial position, results of operations or cash flows. However, no assurance can be given that the final outcome of such proceedings will not materially impact the Company’s consolidated financial condition or results of operations.

Except as described below, the Company was not a party to any material legal proceedings as of December 31, 2022, nor is it a party to any material legal proceedings as of the date of issuance of these audited 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 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, and seeks unspecified compensatory damages, fees and costs. 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. The Company believes the allegations and claims made in the complaint are without merit. The Company is subject to certain claims for advancement and indemnification by the individual defendants in this proceeding.

Defined Contribution Plan

Substantially all of the Company’s employees in the U.S. are eligible to participate in the defined contribution plan the Company sponsors. The defined contribution plan allows employees to contribute a portion of their compensation in accordance with specified guidelines. The Company, at its discretion, makes matching contributions. The Company contributed $9.8 million, $8.0 million and $5.5 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock Incentive Plans

The Company’s 2017 Equity Incentive Plan (the “2017 Plan”), as amended in February 2018, allowed the grant of options, restricted stock awards, stock appreciation rights and restricted stock units. No options granted under the 2017 Plan are exercisable after 10 years from the date of grant, and option awards generally vest over a four-year period.

The 2017 Plan was terminated in connection with the adoption of the Company's 2021 Equity Incentive Plan (the "2021 Plan"). Any awards granted under the 2017 Plan that remained outstanding as of the Closing Date and were converted into awards with respect to the Company’s Class A common stock in connection with the consummation of the Business Combination continue to be subject to the terms of the 2017 Plan and applicable award agreements, except for a modification of the repurchase provision, which is discussed further below.

On July 22, 2021, in connection with the Business Combination, the 2021 Plan became effective and 32,734,983 authorized shares of common stock were reserved for issuance thereunder. This Plan will be administered by the Compensation Committee of the Company’s Board of Directors, including determination of the vesting, exercisability and payment of the awards to be granted under this Plan. 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.

As of December 31, 2022, there was an aggregate of 9,648,510 shares available for grants of stock options or other awards under the 2021 Plan.

Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) became effective in connection with the Business Combination. The 2021 ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. A total of 4,804,011 shares of common stock have been reserved for future issuance under the 2021 ESPP. On each January 1 of each of 2022 through 2031, the aggregate number of shares of common stock reserved for issuance under the 2021 Plan may be increased automatically by the number of shares equal to one percent (1%) of the total number of shares of all classes of common stock issued and outstanding on the immediately preceding December 31. The Company did not make any grants of purchase rights under the 2021 ESPP during the year ended December 31, 2022.

Stock Option Activity

Under the 2017 Plan, the Company had a call option to repurchase awards for cash from the plan participants upon termination of the participant’s employment or consulting agreement (the “2017 Plan Call Option”). The options granted under the 2017 plan were accounted for as liability awards due to the 2017 Plan Call Option. The Company had a history of repurchase practice and the intention to repurchase the vested options. Therefore, the fair value of the liability awards was remeasured at each reporting period until the stockholder bears the risks and rewards of equity ownership for a reasonable period of time, which the Company concludes is at least six months.

Upon consummation of the Business Combination, the Company’s Board of Directors waived the Company’s right under the 2017 Plan Call Option to repurchase awards for cash from the plan participants upon termination of the participant’s employment or consulting agreement. As such, the Company modified the liability awards to equity awards and reclassified the modification date fair value of the awards to stockholders’ equity in the consolidated financial statements as of July 22, 2021.

All stock options granted under the 2021 Plan are accounted for as equity awards.

The following summarizes the stock option activity, which reflects the conversion of the options granted under the 2017 Plan into awards with respect to the Company Class A common stock in connection with the consummation of the Business Combination (in thousands, except share and per share amounts):


	Stock Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balance at December 31, 2021	30,905,543	$	1.24	6.80	$	109,887
Options granted	13,347,197	$	2.28
Options exercised	(11,021,636)	$	0.27
Options forfeited and canceled	(6,868,297)	$	3.80

Balance at December 31, 2022	26,362,807	$	1.51	6.08	$	775,842
Options exercisable at December 31, 2022	15,157,018	$	1.02	4.02	$	803,370

Non-vested options outstanding at the end of the year was 11,205,789 with weighted average grant-date fair value of $2.17.

The weighted-average grant-date fair value of options granted and total fair value of the options with tranches vested was $1.55 and $24.5 million for the year ended December 31, 2022, respectively. The weighted-average grant-date fair value of options forfeited and canceled was $4.92 for the year ended December 31, 2022. The aggregate intrinsic value of exercised options was $18.1 million, $17.1 million and $0.6 million in the years ended December 31, 2022, 2021 and 2020, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date. The total payments for share-based liabilities were $0.1 million and $0.3 million in the years ended December 31, 2021 and 2020, respectively, while no payments were made in the year ended December 31, 2022.

The fair value of the stock option awards for the period ended December 31, 2022, and as of December 31, 2021, and 2020 were estimated using the Black-Scholes option pricing model with the following assumptions:


	2022	2021	2020
Expected volatility	65.20%-90.00%	49.60%-67.70%	65.80%
Weighted-average expected volatility	75.00%	66.15%	65.80%
Expected term (in years)	5.48-6.18	5.00-6.06	0.50–1.49
Risk-free interest rate	1.65%-3.38%	0.71%-1.26%	0.10%
Dividend yield	—	—	—
Fair value of Class A common stock	$0.99-$3.45	$7.62-$11.60	$5.49

We estimated a volatility factor for the Company’s options based on analysis of historical share prices of a peer group of public companies. We did not rely on the volatility of the Company’s common stock because of its limited trading history. We estimated the expected term of options granted using the “simplified method,” which is the mid-point between the vesting date and the ending date of the contractual term. We did not rely on the historical holding periods of the Company’s options due to the limited availability of exercise data. We used a risk-free interest rate based on the U.S. Treasury yield curve in effect for bonds with maturities consistent with the expected term of the option.

Restricted Stock Units (RSU)

The Company issued time-based RSUs to employees under the 2021 Plan. The RSUs automatically convert to common stock on a one-for-one basis as the awards vest. The Company measures the value of RSUs at fair value based on the closing price of the underlying common stock on the grant date. The RSUs granted generally vest over a four year vesting period from the grant date, however, the Company also granted certain RSUs with vesting term

beginning 12 months from the grant date and vesting immediately on the grant date. The following table summarizes the activity related to the Company's time-based RSUs:


	Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value Per Unit
Balance at December 31, 2021	12,589,558	7.64
Restricted Stock Units granted	29,004,515	$1.63
Restricted Stock Units vested	(4,841,898)	$6.46
Restricted Stock Units forfeited	(8,535,177)	$5.51

Balance at December 31, 2022	28,216,998	$2.36

The total fair value of RSUs vested for the year ended December 31, 2022 was $33.7 million.

Additionally, the Company issued 126,980 RSUs subject to both service and performance based vesting conditions to the Executive Chairman of the Company. The grant date was established during the second quarter period and vesting of the RSUs will be based on the achievement of performance goals established for calendar year 2022. As of December 31, 2022, these RSUs were all forfeited due to the established performance goals not being achieved.

Earn-out RSUs

The grant date fair value determined for Triggering Event I, II and III was $1.82, $1.39 and $0.94 per unit, respectively. At year-end, any re-allocated RSUs due to the Legacy Sema4 option holders’ forfeiture activities were accounted for as new grants and the fair value determined for Triggering Event I, II and III was $0, $0 and $0 per unit, respectively. Based on the grant date fair value, the Company expects to record total expense related to the Earn-out RSU Awards of $3.5 million. The Company expects to recognize the stock-compensation cost over the longer of the derived service period or service period.

Stock Appreciation Rights (SAR) Activity

The Company historically granted SAR to one employee and one consultant with exercise condition of a liquidation event. As a result of the Business Combination, settlement of the outstanding vested SARs in exchange for a cash payment and to cancel the outstanding unvested SARs was agreed upon and an expense of $3.8 million related to the vested SAR was recognized by the Company. There were no outstanding SARs as of December 31, 2022.

Stock-Based Compensation Expense

Stock-based compensation expense is included within the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

Cost of services	$	5,080	$	22,567	$	12,942
Research and development	1,755		47,183		26,650
Selling and marketing	6,498		29,110		11,755
General and administrative	28,642		120,561		68,884
Total stock-based compensation expense	$	41,975	$	219,421	$	120,231

As of December 31, 2022, unrecognized stock-based compensation cost related to the unvested portion of the Company’s stock options was $12.7 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.7 years. As of December 31, 2022, unrecognized stock-based compensation cost

related to the Company’s RSUs was $34.5 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.7 years.

Common Stock	12 Months Ended
Common Stock	Dec. 31, 2022
Equity [Abstract]
Common Stock	Common Stock There were 388,511,138 shares and 242,647,604 shares of GeneDx Holdings Class A common stock issued and outstanding as of December 31, 2022 and 2021, respectively. Each share of common stock entitles the holder to one vote and to receive dividends when and if declared by the board of directors of the Company. No dividends have been declared through December 31, 2022.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The components of income before incomes taxes consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021		2020
Foreign	$	104	$	—	$	—
Domestic	(598,136)		(245,390)		(241,340)
Total	(598,032)		(245,390)		(241,340)


	Year Ended December 31,
	2022		2021		2020
Current
Federal	$	—	$	—	$	—
State and Local	—		—		—
Foreign	72		—		—
Total Current	$	72	$	—	$	—

Deferred
Federal	$	(40,828)	$	—	$	—
State and Local	(8,296)		—		—
Foreign	—		—		—
Total Deferred	(49,124)		—		—
Total Tax Expense	$	(49,052)	$	—	$	—

For the years ended December 31, 2022, 2021 and 2020, the Company recorded a total income tax benefit of $49,052, $0, $0, respectively. Accordingly, the effective tax rate for the Company for the years ended December 31, 2022, 2021 and 2020 was 8.2%, 0%, 0%, respectively. A reconciliation of the anticipated income tax expense/

(benefit) computed by applying the statutory federal income tax rate of 21% to loss before income taxes to the amount reported in the statement of operations and comprehensive loss is as follows (in thousands):


	Year Ended December 31,
	2022	2021	2020
U.S. federal taxes at statutory rate	21.0%	21.0%	21.0%
State taxes (net of federal benefit)	1.4	10.5	2.1
Research and development tax credits	0.3	0.7	0.6
Non-deductible stock-based compensation	(1.0)	(11.3)	(7.8)
162(m) Limitation	—	(5.7)	—
Permanent Items	0.5	(0.2)	—
Unrealized fair market value gain on warrants	1.7	17.0	—
Goodwill Impairment	(6.1)	—	—
Change in valuation allowance	(9.6)	(32.0)	(15.9)
Effective tax rate	8.2%	—%	—%

The tax effects of temporary differences and carryforwards that give rise to significant portions of the net deferred tax assets were as follows (in thousands):


	As of December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	199,426	$	132,075
Stock-based compensation	13,379		12,311
Accrued compensation	2,233		4,170
Transaction costs	—		416
Research and development credits	8,600		7,285
Leases	12,971		1,443
Unearned revenue	10		145
Deferred employer taxes	133		932
Interest expense	7		372
Property and equipment	4,039		608
Obsolete inventory reserve	5,889		655
Accrued expenses	10,142		—
Section 174 amortization	23,193		—
Other	941		51
Total deferred tax assets	280,963		160,463
Valuation allowance	(226,644)		(155,668)
Deferred tax assets, net of valuation allowance	54,319		4,795

Deferred tax liabilities:
ROU asset	(8,589)		—
Capitalized software	(141)		(4,795)
Intangible amortization	(48,248)		—
Total deferred tax liabilities	(56,978)		(4,795)
Net deferred tax liability after valuation allowance	$	(2,659)	$	—

As of December 31, 2022, the Company had the following tax net operating loss carryforwards available to reduce future federal and state taxable income, and tax credit carryforwards available to offset future federal and Connecticut income taxes (in thousands):


	Amount		Expiration period
Tax net operating loss carryforwards:
Federal (pre-2018 net operating losses)	$	33,056	2036-2037
Federal (post-2017 net operating losses)	$	656,536	No expiration
State and Local	$	974,006	2028-2042
State and Local	$	42,314	No expiration
Tax credit carryforwards:
Federal research and development	$	6,943	2038-2040
Connecticut research and experimental	$	1,542	2035-2036
Connecticut research and development	$	555	No expiration

The Company had the following deferred tax valuation allowance balances (in thousands):



Year	Balance at the Beginning of Period		Additions	Write-Offs/Other	Balance at the End of Period
2022	$	155,668	70,976	—	$	226,644
2021	$	58,264	97,404	—	$	155,668
2020	$	20,082	38,182	—	$	58,264

The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.

The CARES Act also provides for the elective deferral of the deposit and payment of the employer share of Social Security taxes for the period beginning March 27, 2020 and ending December 31, 2020. Under the CARES Act, 50% percent of the employer portion of Social Security tax is to be remitted no later than December 31, 2021, with the remaining 50% to be remitted no later than December 31, 2022. The Company has evaluated the effect of the elective deferral on its income tax positions and determined that the corresponding deduction related to the employer portion of Social Security tax is not deductible in the year ended December 31, 2020, resulting in a nominal deferred tax asset. The Company continues to evaluate the potential effects the CARES Act may have on its operations and consolidated financial statements in future periods.

Future realization of the tax benefits of existing temporary differences and carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2022, 2021, and 2020 the Company performed an evaluation to determine whether a valuation allowance was needed. Based on the Company’s analysis, which considered all available evidence, both positive and negative, the Company determined that it is more likely than not that a significant portion of its deferred tax assets will not be realized. Accordingly, the Company maintained a partial valuation allowance as of December 31, 2022 and a full valuation allowance as of December 31, 2021 and 2020. The valuation allowance increased by $71.0 million in 2022, $97.4 million in 2021 and $38.1 million in 2020 primarily due to the increase in net operating loss carryforwards, research and development tax credits, accrued compensation expenses, stock-based compensation, lease liability, Section 174 amortization and accrued expenses.

Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. Generally, an ownership change occurs when certain shareholders increase their aggregated

ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since becoming a “loss corporation” as defined in Section 382. Future changes in stock ownership, which may be outside of the Company’s control, may trigger an ownership change. In addition, future equity offerings or acquisitions that have an equity component of the purchase price could result in an ownership change. If an ownership change has occurred or does occur in the future, utilization of the NOL carryforwards or other tax attributes may be limited.

ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements by prescribing a model for recognizing, measuring, and disclosing uncertain tax positions. Unrecognized income tax benefits represent income tax positions taken on income tax returns but not yet recognized in the financial statements.

As of December 31, 2022, 2021 and 2020, the Company had nominal gross unrecognized tax benefits which, if recognized, would not impact the effective tax rate due to the Company’s valuation allowance position. Due to the uncertainties associated with any examinations that may arise with the relevant tax authorities, it is not possible to reasonably estimate the impact of any significant increase or decrease to the unrecognized tax benefits within the next twelve months.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2022, 2021 and 2020 is as follows (in thousands):


	As of December 31,
	2022		2021		2020
Unrecognized tax benefits – January 1	$	537	$	537	$	374
Gross increases – tax positions in current period	181		—		163
Unrecognized tax benefits – December 31	$	718	$	537	$	537

To the extent penalties and interest would be assessed on any underpayment of income tax, the Company’s policy is that such amounts would be accrued and classified as a component of income tax expense in the financial statements. As of December 31, 2022, 2021 and 2020, the Company has accrued interest or penalties related to uncertain tax positions of less than $0.1 million, $0, and $0 respectively.

The Company files U.S federal and multiple state income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending federal or state income tax examinations. As a result of the Company’s net operating loss carryforwards, the Company’s federal and state statutes of limitations remain open from 2016 and forward until the net operating loss carryforwards are utilized or expire prior to utilization.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Net Loss per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss per Share

Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except for share and per share amounts):


	Year Ended December 31,
	2022		2021		2020
Numerator:
Net loss attributable to common stockholders	$	(548,980)	$	(245,390)	$	(241,340)
Denominator:
Denominator for basic and diluted earnings per share-weighted-average common shares	337,819,680		108,077,439		5,131
Basic and diluted loss per share	$	(1.63)	$	(2.27)	$	(47,036)

As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding prior to the Merger by multiplying them by the conversion ratio of 123.8339 used to determine the number of shares of common stock into which they converted. The common stock issued as a result of the redeemable convertible preferred stock conversion upon closing of the Merger was included in the basic and diluted loss per share calculation on a prospective basis.

Prior to the consummation of the Merger, the Company applied the two-class method to calculate its basic and diluted net loss per share of common stock, as there were outstanding Class B common stock and redeemable convertible preferred stock that were participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. As the securities were all converted into the Company’s Class A common stock upon consummation of the Merger, all outstanding Legacy Sema4 Class B common stock has been retroactively converted to the Company’s Class A common stock.

The following tables summarize 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 because including them would have been anti-dilutive:


	Year Ended December 31,
	2022	2021	2020
Outstanding options and RSUs	54,579,805	35,519,867	32,339,971
Outstanding warrants	21,994,972	21,994,972	—
Outstanding earn-out shares	18,228,934	16,351,897	—
Outstanding earn-out RSUs	792,642	2,669,679	—
Redeemable convertible preferred stock (on an if-converted basis)	—	—	157,618,388
Total	95,596,353	76,536,415	189,958,359

Restructuring Costs

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring Costs

Restructuring CostsDuring the year ended December 31, 2022, the Company’s Compensation Committee of the Board of Directors approved by written consents, dated February 17, 2022, May 2, 2022 and August 11, 2022, a restructuring plan which was fully executed by management and restructuring charges were incurred and recorded in connection therewith, including an exit of the Company’s somatic tumor testing business. These costs include severance packages offered to the employees impacted by the plan, third party consulting costs, and costs related to closing

the Company’s laboratory in Branford, CT. The plan resulted in the Company eliminating approximately 250 positions.

Additionally, on November 14, 2022, the Company announced its plan to pursue a new strategic direction focused on the Company’s pediatric and rare disease testing business coupled with the Company’s Centrellis data platform. The Company’s strategic realignment was unanimously approved by the board of directors on November 11, 2022 included exiting its reproductive and women’s health testing business, which included carrier screening, noninvasive prenatal, and other ancillary reproductive testing offerings. The Company ceased accepting samples for these tests on December 14, 2022 and notified its customers impacted by the decision immediately. The Company expects to exit the operations of the reproductive and women’s health testing services by the end of the first quarter of 2023. As a result of this announcement, the Company expects to eliminate approximately 500 positions, and to cease operations at its Stamford, CT laboratory. When combined with the Company’s prior reductions in force during 2022, the exit will result in the elimination of approximately 32.5% of its workforce.

The table below provides certain information concerning restructuring activity during the year ended December 31, 2022 (in thousands):


	Reserve Balance at December 31, 2021		Charged to Costs and Expenses		Payments and Other		Reserve Balance at December 31, 2022
Severance	$	—	$	19,239	$	(14,469)	$	4,770
Others	—		4,922		(4,669)		253
Total	$	—	$	24,161	$	(19,138)	$	5,023

The Company may incur additional expenses not currently contemplated due to events associated with the reduction in force. The charges that the Company expects to incur in connection with the reduction in force are estimates and subject to a number of assumptions, and actual results may differ materially.

Supplemental Financial Information

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Supplemental Financial Information

Accrued expenses consisted of the following (in thousands):


	As of December 31,
	2022		2021
Accrued purchases	$	20,314	19,758
Reserves for refunds to insurance carriers	17,001		—
Other	1,546		350
Total	$	38,861	$	20,108

Other current liabilities consisted of the following (in thousands):


	As of December 31,
	2022		2021
Accrued bonus	$	8,429	$	13,561
Accrued payroll	3,905		7,013
Accrued benefits	1,529		1,057
Accrued commissions	1,656		2,826
Accrued Severance	4,770		—
Current portion of long-term debt	4,750		—
Indemnification liabilities	13,470		—
Current portion of the contingent consideration liabilities	6,019		—
Other (1)	5,137		8,930
Total current other liabilities	$	49,665	$	33,387

(1) The 2021 amount includes $3.4 million that was separately disclosed under current portion of capital lease obligations on the consolidated balance sheets in the prior year.

Segment Reporting

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segment Reporting

The Company’s business is aligned with how the chief operating decision maker ("CODM") reviews performance and makes decisions in managing the Company. As of December 31, 2022, the Company has identified two reportable segments: (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. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. The CODM evaluates segment performance based on revenue and adjusted gross margin. Prior to the acquisition of Legacy GeneDx in April 2022, the Company had one segment which is characterized as “Legacy Sema4” in the table below. Prior to the date of the acquisition, consolidated results were the same as the results of this segment and therefore 2021 and 2020 have not been presented below.


(in thousands)	GeneDx		Legacy Sema4		Total
Fiscal Year Ended December 31, 2022:
Revenue	$	122,234	$	112,460	$	234,694
Adjusted cost of services	74,213		148,897		223,110
Adjusted gross margin (loss)	48,021		(36,437)		11,584

Reconciliations:
Depreciation and amortization	2,440		28,888		31,328
Stock-based compensation	680		4,400		5,080
Restructuring charges	129		1,797		1,926
Gross margin (loss)	$	44,772	$	(71,522)	$	(26,750)

The following table summarizes the Company’s disaggregated revenue (in thousands):


	Year Ended December 31, 2022
	GeneDx		Legacy Sema4		Consolidated
Diagnostic test revenue:
Patients with third-party insurance	$	72,890	$	100,734	$	173,624
Institutional customers	40,754		5,370		$	46,124
Self-pay patients	1,230		6,356		7,586
Total diagnostic test revenue	114,874		112,460		227,334
Other revenue	7,360		—		7,360
Total	$	122,234	$	112,460	$	234,694

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Goodwill

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill and Intangible Assets

As discussed in Note 3, Business Combinations, upon the acquisition of GeneDx in April 2022, the Company recorded initial goodwill of $181.5 million through its preliminary purchase allocation. The purchase price allocation for acquired businesses may be modified for up to one year from the date of acquisition if additional facts or circumstances lead to changes in our preliminary purchase accounting estimates. The measurement period is still open as of December 31, 2022.

The changes in the carrying amounts of goodwill were as follows (in thousands):


	December 31, 2022
Balance as of December 31, 2021	$	—
Additions	185,871
Measurement period adjustments	(11,412)
Impairment charges	(174,459)
Balance as of December 31, 2022	$	—

During the fourth quarter of 2022, the Company identified indicators that it was more likely than not that the fair value of the GeneDx reporting unit was less than its carrying value. The factors contributing to the indicators include, but are not limited to, significant decline in the Company’s stock price coupled with lower than anticipated business financial performance of the Legacy Sema4 business.

The Company performed quantitative analysis as of December 31, 2022 to determine the fair value of the GeneDx reporting unit. The fair value was determined through estimating the Company’s discounted future cash flows expected to be generated. Significant assumptions inherent in the valuation are employed and include, but are not limited to, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in our industry. Based on the analysis, the Company concluded that the reporting unit’s carrying value was greater than the fair value. Accordingly, an impairment charge totaling $174.5 million was recognized.

The following table reflects the fair values and remaining useful lives of the acquired intangible assets identified based on the Company’s preliminary purchase accounting assessments for the GeneDx acquisition (in thousands):


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted-Average Amortization Period (in years)
Tradenames and trademarks	$	50,000	$	(2,083)	$	47,917	15.3
Developed Technology	48,000		(4,000)		44,000		7.3
Customer Relationships	98,000		(3,267)		94,733		19.3
	$	196,000	$	(9,350)	$	186,650

Amortization expense for tradenames and trademarks and developed technology of $6.1 million was recorded in general and administrative for the year ended December 31, 2022 within the consolidated statements of operations and comprehensive loss. Amortization expense for customer relationships of $3.3 million was recorded in selling and marketing for the year ended December 31, 2022 within the consolidated statements of operations and comprehensive loss.

The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2022 (in thousands):



2023	$	14,025
2024	14,025
2025	14,025
2026	14,025
2027	14,025
Thereafter	116,525
Total estimated future amortization expense	$	186,650

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Name Change Effective January 2023, the Company changed its name from “Sema4 Holdings Corp.” to “GeneDx Holdings Corp.” Offerings In January 2023, the Company raised approximately $150.0 million in gross proceeds from the sale of an aggregate 328,571,429 shares of its Class A common stock in an underwritten public offering and the sale of 100,000,000 shares of its Class A common stock shares directly to institutional investors affiliated with a member of our board of directors, in a concurrent registered direct offering. Both transactions were executed at $0.35 per share. 77,663,376 shares in the direct offering were issued and the remaining 22,336,624 shares are subject to stockholder approval to satisfy Nasdaq requirements with respect to the issuance of such shares of Class A common stock. The net offering proceeds received after deducting underwriters' discounts and commissions payable by the Company were approximately $137.6 million. As part of the underwritten offering, the Company granted the underwriter a 30-day option to purchase up to an additional 49,285,714 shares of Class A common stock at the same price. On January 27, 2023, the underwriter partially exercised the option to purchase an additional 185,000 shares of Class A common stock. Additional net proceeds of $7.6 million are expected to be received during the second quarter of 2023 once the issuance of the remaining 22,336,624 shares receives stockholder approval and the Company issues such shares.

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s historical financial information includes costs of certain services historically provided by Icahn School of Medicine at Mount Sinai (“ISMMS”) pursuant to the Transition Services Agreement (“TSA”). These financial statements consolidate the operations and accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.
Use of Estimates	Use of Estimates The preparation of audited 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 audited 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 capitalization of software costs, the valuation of stock-based awards, inventory, earn-out contingent liabilities and earn-out Restricted Stock Units (“RSUs”). 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 Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The majority of the Company’s cash, cash equivalents and restricted cash are uninsured with account balances in excess of the Federal Deposit Insurance Company limits. On March 14, 2023, we announced full access to our capital with now 100% of the Company’s cash, cash equivalents and marketable securities held in institutions designated as systematically important financial institutions. The Company’s cash and cash equivalents are deposited with high-quality financial institutions. The Company has balances in financial institutions that exceed federal depository insurance limits. Management believes these financial institutions are financially sound and, accordingly, that minimal credit risk exists. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company assesses both the customer and, if applicable, the third party payor that reimburses the Company on the customer’s behalf when evaluating concentration of credit risk. Significant customers and payors are those that represent more than 10% of the Company’s total annual revenues or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of December 31, 2022 and 2021 were primarily from large managed care insurance companies. There was no individual customer that accounted for 10% or more of revenue or accounts receivable for any of the years presented. The Company does not require collateral as a means to mitigate customer credit risk.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of amounts invested in money market funds. Carrying values of cash equivalents approximate fair value due to the short-term nature of these instruments.
Accounts Receivable	Accounts Receivable Accounts receivable consists of amounts due from customers and third-party payors for services performed and reflect the consideration to which the Company expects to be entitled in exchange for providing those services. Accounts receivable is estimated and recorded in the period the related revenue is recorded. During the years ended December 31, 2022 and 2021, the Company did not record provisions for doubtful accounts. The Company did not write off any accounts receivable balances for the years ended December 31, 2022 and 2021, and $0.2 million of accounts receivable was written off for the year ended December 31, 2020.
Inventory, net	Inventory, net Inventory, net, which primarily consists of finished goods such as testing supplies and reagents, is capitalized when purchased and expensed when used in performing services. Inventory is stated at the lower of cost or net realizable value. Cost is determined using actual costs on a first-in, first-out basis. The Company periodically performs obsolescence assessments and writes off any inventory that is no longer usable. Any write-down of inventory to net realizable value creates a new cost basis. During the fourth quarter of 2022, the Company identified indicators of impairment specifically with the planned exit and discontinuance of testing for Legacy Sema4. Certain inventory testing supplies and reagents have been or are being liquidated or disposed of rather than used to produce revenue. As a result, the Company recorded a $22.5 million impairment charge within impairment loss in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. There was no impairment loss recorded for the years ended December 31, 2021 and December 31, 2020. Additionally, in the normal course of business the Company recorded a reserve offsetting inventory in the consolidated balance sheets, for excess and obsolete inventory of $1.1 million and $2.1 million for the years ended December 31, 2022 and December 31, 2021, respectively.
Property and Equipment, net	Property and Equipment, net Property and equipment, net are stated at cost less accumulated depreciation and amortization. Equipment includes assets under finance lease. Improvements are capitalized, while maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheets and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Finance leases and leasehold improvements are amortized straight-line over the shorter of the term of the lease or the estimated useful life. All other property and equipment assets are depreciated using the straight-line method over the estimated useful life of the asset, which ranges from three to five years. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset or asset group may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. During the fourth quarter of 2022, the Company identified indicators that it is more likely than not that the fair value of certain asset groups was less than their carrying value, see Note 6, “Property and Equipment, net.”
Business Combinations	Business Combinations The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on third-party valuations that use information and assumptions provided by the Company’s management, which consider estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded as goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, estimated cost savings, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods.
Goodwill	Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other (“ASC 350”), the Company’s goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Under ASC 350, the Company will perform annual impairment reviews of goodwill during the fourth fiscal quarter or more frequently if business factors indicate. In the fourth quarter of 2022, the Company identified indicators of impairment that indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value and as a result goodwill was fully written off with $174.5 million recorded within impairment loss in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2022, see Note 18, “Goodwill and Intangible Assets.” There was no goodwill for the years ended December 31, 2021 and December 31, 2020.
Intangible Assets	Intangible AssetsAmortizable intangible assets include trade names and trademarks, developed technology and customer relationships acquired as part of business combinations. Intangible assets acquired through our business combinations in the second quarter of 2022 are amortized on a straight line basis. All intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, Property, Plant and Equipment. There were no impairment losses recorded on intangible assets for any periods presented.
Capitalized Software and Cloud Computing	Capitalized Software The Company capitalizes certain costs incurred related to the development of our software applications for internal use during the application development state. If a project constitutes an enhancement to existing software, the Company assesses whether the enhancement creates additional functionality to the software, thus qualifying the work incurred for capitalization. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred. Once the project is available for general release, capitalization ceases and we estimate the useful life of the asset and begin amortization. Capitalized software costs are amortized using the straight-line method over an estimated useful life of three years. Capitalized software is reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of an asset may not be recoverable. In the fourth quarter of 2022, the Company identified indicators of impairment that the carrying value of the capitalized software may not be recoverable. As a result, certain costs previously capitalized were written down with $8.7 million recorded within cost of services, research and development and general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. Cloud Computing The Company capitalizes certain costs incurred during the application development stage and all costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Amortization begins when the cloud computing arrangement is ready for its intended use and is calculated on a straight-line basis over the fixed noncancellable periods plus renewal periods the Company deems it reasonably certain to exercise. During the year ended December 31, 2022, $0.3 million of implementation costs are capitalized and recorded in other current and non-current assets for amortization.
Fair Value Measurements	Fair Value Measurements Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The following hierarchy lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active or model-derived valuations whose significant inputs are observable. Level 3: Unobservable inputs that are significant to the measurement of fair value but are supported by little to no market data. The Company’s financial assets and liabilities consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, and long-term debt. The Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the relatively short-term nature of these accounts. The Company’s loan from the Connecticut Department of Economic and Community Development is classified within level 2 of the fair value hierarchy. As of December 31, 2022, this loan is recorded at its carrying value of $11.0 million in the consolidated balance sheet. The fair value is $4.9 million, which is estimated based on discounted cash flows using the yields of similar debt instruments of other companies with similar credit profiles.
Stock-based Compensation	Stock-based Compensation The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes stock-based compensation expense over the requisite service period for each separate vesting portion of the award on a straight-line basis. Determining the fair value of stock option awards requires judgment, including estimating stock price volatility and expected option life. Restricted stock awards are valued based on the fair value of the stock on the grant date. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards. The Company issues new shares upon share option exercise and vesting of a restricted share unit. Forfeitures of stock-based compensation are recognized as they occur.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when it is more likely than not that some or all of the deferred tax assets will not be realized. Based on the Company’s historical operating losses, the Company has recorded a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not, based on technical merits, that the position will be sustained upon examination by the appropriate taxing authorities. The amount of tax benefit recognized for an uncertain tax position is the largest that is more than 50 percent likelihood to be realized upon ultimate settlement. The Company records interest and penalties related to tax uncertainties, where appropriate, in income tax expense.
Leases	Leases Under ASU 2016-02, Leases (ASC 842), the Company determines if an arrangement is or contains a lease at inception. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that the Company is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are classified as operating leases. Right-of-use assets (ROU assets) represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company does not recognize a ROU asset or lease liability for leases with a term of 12 months or less and does not include variable costs, which are based on actual usage, in the measurement of ROU assets and lease liabilities. The ROU assets include any lease payments made prior to the commencement date and initial direct costs incurred and excludes lease incentives received. ROU assets are subsequently assessed for impairment in accordance with the Company’s accounting policy for long-lived assets. All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined based on the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for similar term and in a similar economic environment on a collateralized basis, unless there is a rate implicit in the lease that is readily determinable. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term, which may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Variable costs are expensed when the event determining the amount of variable consideration to be paid occurs. Interest expense for finance leases is recognized based on the accretion of the lease liability. The Company has operating and finance lease arrangements with lease and non-lease components. The Company accounts for lease and non-lease components as a single lease component for all leases. In the fourth quarter of 2022, the Company identified indicators of impairment that indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value, see Note 9, “Leases”.
Revenue Recognition	Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”), Revenue from Contracts with Customers, on January 1, 2019 using the modified retrospective method applied to contracts which were not completed as of the adoption date. The Company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration which the Company expects to be entitled to in exchange for those goods or services. If any changes in customer credit issues are identified which were not assessed at the date of service, provisions for doubtful accounts are recognized and recorded. Diagnostic test revenue The Company’s diagnostic test revenue contracts typically consist of a single performance obligation to deliver diagnostic testing services to the ordering facility or patient and therefore allocation of the contract transaction price is not applicable. Control over diagnostic testing services is generally transferred at a point in time when the customer obtains control of the promised service which is upon delivery of the test. Diagnostic test revenues consist primarily of services reimbursed by third-party insurance payors. Third-party insurance payors include managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges, and employers. In arrangements with third-party insurance payors, the transaction price is stated within the contract, however, the Company accepts payments from third-party payors that are less than the contractually stated price and is therefore variable consideration and the transaction price is estimated. When determining the transaction price, the Company uses a portfolio approach as a practical expedient to account for categories of diagnostic test contracts as collective groups rather than on an individual contract basis. The portfolio consists of major payor classes based on third-party payors. Based on historical collection trends and other analyses, the Company believes that revenue recognized by utilizing the portfolio approach approximates the revenue that would have been recognized if an individual contract approach was used. Estimates of allowances for third-party insurance payors that impact the estimated transaction price are based upon the pricing and payment terms specified in the related contractual agreements. Contractual pricing and payment terms in third-party insurance agreements are generally based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. In addition, for third-party payors in general, the estimated transaction price is impacted by factors such as historical collection experience, contractual provisions and insurance reimbursement policies, payor mix, and other relevant information for applicable payor portfolios. For institutional clients, the customer is the institution. The Company determines the transaction price associated with services rendered in accordance with the contractual rates established with each customer. Payment terms and conditions vary by contract and customer, however standard payment terms are generally less than 60 days from the invoice date. In instances where the timing of the Company’s revenue recognition differs from the timing of its invoicing, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised services to the customer will be one year or less. Other revenue The Company enters into both short-term and long-term project-based collaboration and service agreements with customers. Certain of these contracts include a license to directly access the Company’s intellectual property or participation by the Company on joint steering committees with the customer, which was considered to be immaterial in the context of the contract. The Company concludes that the goods and services transferred to our customers pursuant to these agreements generally comprise a single performance obligation on the basis that such goods and services are not distinct within the context of the contract. This is because the goods and services are highly interdependent and interrelated such that the Company would not be able to fulfill its underlying promise to our customers by transferring each good or service independently. Certain of these contracts include non-refundable upfront payments and variable payments based upon the achievement of certain milestones or fixed monthly payments during the contract term. Non-refundable upfront payments received prior to the Company performing performance obligation are recorded as a contract liability upon receipt. Milestone payments are included in the transaction price only when it is probable that doing so will not result in a significant reversal of cumulative revenue recognized when the uncertainty associated with the milestone is subsequently resolved. For longer-term contracts, the Company does not account for a significant financing component since a substantial amount of the consideration promised by the customer is variable and the amount or timing of that consideration varies on the basis of a future event that is not substantially within the control of either party. The Company satisfies its performance obligation generally over time if the customer simultaneously receives and consumes the benefits provided by the Company’s services as the Company performs those services. The Company recognizes revenue over time using an input measure based on costs incurred on the basis that this measure best reflects the pattern of transfer of control of the services to the customer. In some contracts, the Company subcontracts certain services to other parties for which the Company is ultimately responsible. Costs incurred for such subcontracted services are included in the Company’s measure of progress for satisfying its performance obligation and are recorded in cost of services in the consolidated statements of operations and comprehensive loss. Changes in the total estimated costs to be incurred in measuring the Company’s progress toward satisfying its performance obligation may result in adjustments to cumulative revenue recognized at the time the change in estimate occurs.
Segment Information	Segment Information Historically, the Company operated in one segment. During 2022, with the Acquisition of Legacy GeneDx, the change in Chief Operating Decision Maker (“CODM”) and the announced exit from the majority of the Legacy Sema4 diagnostics operations, the Company’s CODM began to evaluate the Company’s business separately for GeneDx, inclusive of Legacy GeneDx and Legacy Sema4 data revenues and associated costs and corporate support costs, and the existing Legacy Sema4 diagnostics business during the fourth quarter of 2022. As a result, the Company has concluded that two reportable segments exist and have been presented for 2022. The majority of the Company’s operations for 2021 and 2022 are included in the Legacy Sema4 segment and the majority of the GeneDx segment for 2022 was resultant from the 2022 Acquisition, and thus did not exist within the Company’s consolidated results for 2021 and 2020. As a result, the Company has not presented segments for 2021 and 2020. See Note 17, “Segment Reporting”, for 2022 segment disclosures.
Emerging Growth Company	Emerging Growth CompanyThe Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. 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 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
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements The Company adopted ASU No. 2016-02, Leases (ASC 842) on January 1, 2022 using the modified retrospective method. The Company also elected to use the package of practical expedients permitted under the transition guidance which allows for the carry forward of historical lease classification for existing leases on the adoption date and does not require the assessment of existing lease contracts to determine whether the contracts contain a lease or initial direct costs. Prior periods were not retrospectively adjusted. The adoption of this standard as of January 1, 2022, resulted in the recognition of operating lease ROU assets in the amount of $39.2 million and operating lease liabilities in the amount of $42.2 million. The adoption did not have material impact on finance leases. The adoption did not have material impact on the consolidated statements of operations and comprehensive loss or cash flows. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The Company adopted ASU 2021-10 effective January 1, 2022. The Company did not receive any such grants during the year ended December 31, 2022. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The new credit losses standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, contract assets recognized as a result of applying ASC 606, loans and certain other instruments, entities will be required to use a new forward looking “expected loss” model that generally will result in earlier recognition of credit losses than under today’s incurred loss model. As an emerging growth company, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to the opening retained earnings as of the beginning of the first reporting period in which the guidance is effective. The guidance was adopted by the Company as of January 1, 2023. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Revenue and Accounts Receivable Concentration Percentages

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


	Revenue			Accounts Receivable
	Year Ended December 31,			As of December 31,
	2022	2021	2020	2022	2021
Payor group A (1)	*	22%	27%	*	15%
Payor group B (2)	30%	13%	14%	14%	*
Payor group D	*	*	*	*	15%
Payor group E	15%	*	*	14%	*

__________________

*less than 10%

Schedule of Reconciliation of Cash and Cash Equivalents


	As of December 31,
	2022		2021		2020
Cash and cash equivalents	$	123,933	$	400,569	$	108,132
Restricted cash	14,370		900		10,828
Total	$	138,303	$	401,469	$	118,960

Schedule of Reconciliation of Restricted Cash


	As of December 31,
	2022		2021		2020
Cash and cash equivalents	$	123,933	$	400,569	$	108,132
Restricted cash	14,370		900		10,828
Total	$	138,303	$	401,469	$	118,960

Business Combination (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table presents the net purchase price and the fair values of the assets and liabilities of GeneDx on a preliminary basis (in thousands):


Cash and cash equivalents	$	—
Accounts receivables	21,651
Inventory	6,210
Prepaid expenses	4,671
Other current assets	320
Property and equipment	29,509
Other non-current assets	6,464
Trade names and trademarks	50,000
Developed technology	48,000
Customer relationships	98,000
Accounts payable and accrued expenses	(12,862)
Other current liabilities	(15,781)
Deferred tax liabilities	(51,779)
Long-term lease liabilities	(5,798)
Fair value of net assets acquired	178,605
Goodwill (1)	185,871
Aggregate purchase price	$	364,476

(1) Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. see Note 18, “Goodwill and Intangible Assets” for more detail.

Schedule of Pro Forma Financial Information

The pro forma revenues and net loss include the following adjustments based on the Company’s preliminary analysis and are subject to change as additional analysis is performed:

•revised amortization expense resulting from the acquired intangible assets,

•historical intercompany revenue recognized by Legacy GeneDx with OPKO or other related parties,

•income tax benefits resulting from the deferred tax liabilities acquired, and

•revised stock based compensation reflecting the inducement awards issued to the Legacy GeneDx employees.


	December 31,
	2022 (in thousands)		2021 (in thousands)
Pro forma revenues	$	282,959	$	326,720

Pro forma net loss	$	(613,199)	$	(252,506)

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Disaggregated by Type of Customer

The following table summarizes the Company’s disaggregated revenue (in thousands):


	Year Ended December 31,
	2022		2021		2020
Diagnostic test revenue:
Patients with third-party insurance	$	173,624	$	169,576	$	138,153
Institutional customers	46,124		31,717		35,200
Self-pay patients	7,586		3,807		1,998
Total diagnostic test revenue	227,334		205,100		175,351
Other revenue	7,360		7,095		3,971
Total	$	234,694	$	212,195	$	179,322

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value on a Recurring Basis

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


	December 31, 2022
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	16,901	$	16,901	$	—	$	—
Total financial assets	$	16,901	$	16,901	$	—	$	—

Financial Liabilities:
Public warrant liability	$	280	$	280	$	—	$	—
Private warrant liability	138		—		138		—
Earn-out contingent liability	—		—		—		—
Contingent consideration based on milestone achievement	7,619		—		—		7,619
Total financial liabilities	$	8,037	$	280	$	138	$	7,619


	December 31, 2021
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	385,370	$	385,370	$	—	$	—
Total financial assets	$	385,370	$	385,370	$	—	$	—

Financial Liabilities:
Public warrant liability	$	14,463	$	14,463	$	—	$	—
Private warrant liability	7,092		—		7,092		—
Earn-out contingent liability	10,244		—		—		10,244
Total financial liabilities	$	31,799	$	14,463	$	7,092	$	10,244

Schedule of Measurement Inputs and Valuation Techniques

The key assumptions utilized in determining the Earn-out Shares valuation as of December 31, 2022 and December 31, 2021 were as follows:


	December 31, 2022	December 31, 2021
Stock price	$0.26	$4.46
Expected volatility	107.5%	62.5%
Expected term (in years)	0.6	1.6
Risk-free interest rate	4.76%	0.58%

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment and Depreciation and Amortization Expense

Property and equipment consisted of the following (in thousands):


	As of December 31,
	2022		2021
Laboratory equipment	$	41,255	$	28,552
Equipment under finance leases	21,384		21,384
Leasehold improvements	35,561		21,905
Capitalized software	32,171		25,693
Building under finance lease	6,276		6,276
Construction in-progress	3,386		940
Computer equipment	9,177		6,634
Furniture, fixtures and other equipment	3,777		3,241
Total property and equipment	152,987		114,625
Less: accumulated depreciation and amortization	(101,460)		(51,906)
Property and equipment, net	$	51,527	$	62,719

Depreciation and amortization expense is included within the statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Cost of services	$	31,328	$	14,094	$	9,055
Research and development	14,960		5,819		1,040
Selling and marketing	4		3		—
General and administrative	3,667		1,891		1,639
Total depreciation and amortization expenses	$	49,959	$	21,807	$	11,734

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Related Party Expenses

Total related party costs are included within cost of services and related party expenses in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020
Costs of services	$	4,169	$	3,975	$	2,189
Related party expenses	6,312		5,659		9,395
Total related party costs	$	10,481	$	9,634	$	11,584

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long Term Debt Maturities

As of December 31, 2022, the long-term debt matures as follows (in thousands):


2023	$	4,750
2024	497
2025	1,211
2026	1,234
2027	1,260
Thereafter	2,048
Total maturities of long-term debt	11,000
Less: Current portion of long-term debt	(4,750)
Total long-term debt, net of current portion	$	6,250

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Lease, Cost

Classification

December 31, 2022

Assets

Operating lease assets

Operating lease right-of-use assets

32,758

Finance lease assets

Property and Equipment, net

8,604

Total lease assets

41,362

Liabilities

Current

Operating

Short-term lease liabilities

2,409

Finance

Short-term lease liabilities

3,712

Non-current

Operating

Long-term lease liabilities

44,468

Finance

Long-term lease liabilities

15,545

Total lease liabilities

66,134


Lease cost	Year ended December 31, 2022
Operating lease cost
Operating lease cost	$	6,044
Short-term lease cost	1,131
Variable lease cost	1,111
Total operating lease cost	$	8,286

Finance lease cost
Depreciation and amortization of leased assets	$	5,518
Interest on lease liabilities	$	2,152
Total finance lease cost	$	7,670
Total lease cost	$	15,956

Other information related to leases as of and for the year ended December 31, 2022 are as follows:


	December 31, 2022
Weighted-average remaining lease term (years)
Operating leases	12.2
Finance leases	19.0

Weighted-average discount rate
Operating leases	6.9%
Finance leases	11.2%

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	4,183
Operating cash flows from finance leases	2,225
Financing cash flows from finance lease	3,292

Schedule of Assets and Liabilities, Lessee

Classification

December 31, 2022

Assets

Operating lease assets

Operating lease right-of-use assets

32,758

Finance lease assets

Property and Equipment, net

8,604

Total lease assets

41,362

Liabilities

Current

Operating

Short-term lease liabilities

2,409

Finance

Short-term lease liabilities

3,712

Non-current

Operating

Long-term lease liabilities

44,468

Finance

Long-term lease liabilities

15,545

Total lease liabilities

66,134


Lease cost	Year ended December 31, 2022
Operating lease cost
Operating lease cost	$	6,044
Short-term lease cost	1,131
Variable lease cost	1,111
Total operating lease cost	$	8,286

Finance lease cost
Depreciation and amortization of leased assets	$	5,518
Interest on lease liabilities	$	2,152
Total finance lease cost	$	7,670
Total lease cost	$	15,956

Schedule of Operating Lease, Liability, Fiscal Year Maturity

Future minimum lease payments under non-cancellable leases as of December 31, 2022 are as follows:


Maturity of lease liabilities	Operating leases		Finance leases		Total
2023	$	4,597	$	3,729	8,326
2024	5,521		2,763		8,284
2025	5,952		2,451		8,403
2026	6,103		2,003		8,106
2027	6,251		2,045		8,296
Thereafter	51,640		47,839		99,479
Total	80,064		60,830		$	140,894
Less: imputed interest	(33,187)		(41,573)		$	(74,760)
Present value of lease liabilities	$	46,877	$	19,257	$	66,134

Schedule of Finance Lease, Liability, Fiscal Year Maturity

Future minimum lease payments under non-cancellable leases as of December 31, 2022 are as follows:


Maturity of lease liabilities	Operating leases		Finance leases		Total
2023	$	4,597	$	3,729	8,326
2024	5,521		2,763		8,284
2025	5,952		2,451		8,403
2026	6,103		2,003		8,106
2027	6,251		2,045		8,296
Thereafter	51,640		47,839		99,479
Total	80,064		60,830		$	140,894
Less: imputed interest	(33,187)		(41,573)		$	(74,760)
Present value of lease liabilities	$	46,877	$	19,257	$	66,134

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Material Purchase Commitments

The following sets forth purchase obligations as of December 31, 2022 with a remaining term of at least one year (in thousands):


Contractual Obligations	2023		2024		2025		Total Commitments
Software provider	$	5,561	$	2,436	$	257	$	8,254
Equipment provider	179		182		139		$	500
	$	5,740	$	2,618	$	396	$	8,754

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock Option Activity


	Stock Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balance at December 31, 2021	30,905,543	$	1.24	6.80	$	109,887
Options granted	13,347,197	$	2.28
Options exercised	(11,021,636)	$	0.27
Options forfeited and canceled	(6,868,297)	$	3.80

Balance at December 31, 2022	26,362,807	$	1.51	6.08	$	775,842
Options exercisable at December 31, 2022	15,157,018	$	1.02	4.02	$	803,370

Schedule of Valuation Assumptions


	2022	2021	2020
Expected volatility	65.20%-90.00%	49.60%-67.70%	65.80%
Weighted-average expected volatility	75.00%	66.15%	65.80%
Expected term (in years)	5.48-6.18	5.00-6.06	0.50–1.49
Risk-free interest rate	1.65%-3.38%	0.71%-1.26%	0.10%
Dividend yield	—	—	—
Fair value of Class A common stock	$0.99-$3.45	$7.62-$11.60	$5.49

Schedule of Restricted Stock Units

The following table summarizes the activity related to the Company's time-based RSUs:


	Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value Per Unit
Balance at December 31, 2021	12,589,558	7.64
Restricted Stock Units granted	29,004,515	$1.63
Restricted Stock Units vested	(4,841,898)	$6.46
Restricted Stock Units forfeited	(8,535,177)	$5.51

Balance at December 31, 2022	28,216,998	$2.36

Summary of Stock-Based Compensation Expense

Stock-based compensation expense is included within the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

Cost of services	$	5,080	$	22,567	$	12,942
Research and development	1,755		47,183		26,650
Selling and marketing	6,498		29,110		11,755
General and administrative	28,642		120,561		68,884
Total stock-based compensation expense	$	41,975	$	219,421	$	120,231

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Income Tax Provision

The components of income before incomes taxes consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021		2020
Foreign	$	104	$	—	$	—
Domestic	(598,136)		(245,390)		(241,340)
Total	(598,032)		(245,390)		(241,340)


	Year Ended December 31,
	2022		2021		2020
Current
Federal	$	—	$	—	$	—
State and Local	—		—		—
Foreign	72		—		—
Total Current	$	72	$	—	$	—

Deferred
Federal	$	(40,828)	$	—	$	—
State and Local	(8,296)		—		—
Foreign	—		—		—
Total Deferred	(49,124)		—		—
Total Tax Expense	$	(49,052)	$	—	$	—

Schedule of Reconciliation of Effective Income Tax Rate

A reconciliation of the anticipated income tax expense/


	Year Ended December 31,
	2022	2021	2020
U.S. federal taxes at statutory rate	21.0%	21.0%	21.0%
State taxes (net of federal benefit)	1.4	10.5	2.1
Research and development tax credits	0.3	0.7	0.6
Non-deductible stock-based compensation	(1.0)	(11.3)	(7.8)
162(m) Limitation	—	(5.7)	—
Permanent Items	0.5	(0.2)	—
Unrealized fair market value gain on warrants	1.7	17.0	—
Goodwill Impairment	(6.1)	—	—
Change in valuation allowance	(9.6)	(32.0)	(15.9)
Effective tax rate	8.2%	—%	—%

Schedule of Net Deferred Tax Assets

The tax effects of temporary differences and carryforwards that give rise to significant portions of the net deferred tax assets were as follows (in thousands):


	As of December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	199,426	$	132,075
Stock-based compensation	13,379		12,311
Accrued compensation	2,233		4,170
Transaction costs	—		416
Research and development credits	8,600		7,285
Leases	12,971		1,443
Unearned revenue	10		145
Deferred employer taxes	133		932
Interest expense	7		372
Property and equipment	4,039		608
Obsolete inventory reserve	5,889		655
Accrued expenses	10,142		—
Section 174 amortization	23,193		—
Other	941		51
Total deferred tax assets	280,963		160,463
Valuation allowance	(226,644)		(155,668)
Deferred tax assets, net of valuation allowance	54,319		4,795

Deferred tax liabilities:
ROU asset	(8,589)		—
Capitalized software	(141)		(4,795)
Intangible amortization	(48,248)		—
Total deferred tax liabilities	(56,978)		(4,795)
Net deferred tax liability after valuation allowance	$	(2,659)	$	—

Schedule of Net Operating Loss Carryforwards


	Amount		Expiration period
Tax net operating loss carryforwards:
Federal (pre-2018 net operating losses)	$	33,056	2036-2037
Federal (post-2017 net operating losses)	$	656,536	No expiration
State and Local	$	974,006	2028-2042
State and Local	$	42,314	No expiration
Tax credit carryforwards:
Federal research and development	$	6,943	2038-2040
Connecticut research and experimental	$	1,542	2035-2036
Connecticut research and development	$	555	No expiration

Schedule of Tax Credit Carryforwards


	Amount		Expiration period
Tax net operating loss carryforwards:
Federal (pre-2018 net operating losses)	$	33,056	2036-2037
Federal (post-2017 net operating losses)	$	656,536	No expiration
State and Local	$	974,006	2028-2042
State and Local	$	42,314	No expiration
Tax credit carryforwards:
Federal research and development	$	6,943	2038-2040
Connecticut research and experimental	$	1,542	2035-2036
Connecticut research and development	$	555	No expiration

Schedule of Valuation Allowance

The Company had the following deferred tax valuation allowance balances (in thousands):



Year	Balance at the Beginning of Period		Additions	Write-Offs/Other	Balance at the End of Period
2022	$	155,668	70,976	—	$	226,644
2021	$	58,264	97,404	—	$	155,668
2020	$	20,082	38,182	—	$	58,264

Schedule of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2022, 2021 and 2020 is as follows (in thousands):


	As of December 31,
	2022		2021		2020
Unrecognized tax benefits – January 1	$	537	$	537	$	374
Gross increases – tax positions in current period	181		—		163
Unrecognized tax benefits – December 31	$	718	$	537	$	537

Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2022

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 (in thousands, except for share and per share amounts):


	Year Ended December 31,
	2022		2021		2020
Numerator:
Net loss attributable to common stockholders	$	(548,980)	$	(245,390)	$	(241,340)
Denominator:
Denominator for basic and diluted earnings per share-weighted-average common shares	337,819,680		108,077,439		5,131
Basic and diluted loss per share	$	(1.63)	$	(2.27)	$	(47,036)

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


	Year Ended December 31,
	2022	2021	2020
Outstanding options and RSUs	54,579,805	35,519,867	32,339,971
Outstanding warrants	21,994,972	21,994,972	—
Outstanding earn-out shares	18,228,934	16,351,897	—
Outstanding earn-out RSUs	792,642	2,669,679	—
Redeemable convertible preferred stock (on an if-converted basis)	—	—	157,618,388
Total	95,596,353	76,536,415	189,958,359

Restructuring Costs (Tables)

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Cost

The table below provides certain information concerning restructuring activity during the year ended December 31, 2022 (in thousands):


	Reserve Balance at December 31, 2021		Charged to Costs and Expenses		Payments and Other		Reserve Balance at December 31, 2022
Severance	$	—	$	19,239	$	(14,469)	$	4,770
Others	—		4,922		(4,669)		253
Total	$	—	$	24,161	$	(19,138)	$	5,023

Supplemental Financial Information (Tables)

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	As of December 31,
	2022		2021
Accrued purchases	$	20,314	19,758
Reserves for refunds to insurance carriers	17,001		—
Other	1,546		350
Total	$	38,861	$	20,108

Schedule of Other Current Liabilities

Other current liabilities consisted of the following (in thousands):


	As of December 31,
	2022		2021
Accrued bonus	$	8,429	$	13,561
Accrued payroll	3,905		7,013
Accrued benefits	1,529		1,057
Accrued commissions	1,656		2,826
Accrued Severance	4,770		—
Current portion of long-term debt	4,750		—
Indemnification liabilities	13,470		—
Current portion of the contingent consideration liabilities	6,019		—
Other (1)	5,137		8,930
Total current other liabilities	$	49,665	$	33,387

(1) The 2021 amount includes $3.4 million that was separately disclosed under current portion of capital lease obligations on the consolidated balance sheets in the prior year.

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

The CODM evaluates segment performance based on revenue and adjusted gross margin. Prior to the acquisition of Legacy GeneDx in April 2022, the Company had one segment which is characterized as “Legacy Sema4” in the table below. Prior to the date of the acquisition, consolidated results were the same as the results of this segment and therefore 2021 and 2020 have not been presented below.


(in thousands)	GeneDx		Legacy Sema4		Total
Fiscal Year Ended December 31, 2022:
Revenue	$	122,234	$	112,460	$	234,694
Adjusted cost of services	74,213		148,897		223,110
Adjusted gross margin (loss)	48,021		(36,437)		11,584

Reconciliations:
Depreciation and amortization	2,440		28,888		31,328
Stock-based compensation	680		4,400		5,080
Restructuring charges	129		1,797		1,926
Gross margin (loss)	$	44,772	$	(71,522)	$	(26,750)

The following table summarizes the Company’s disaggregated revenue (in thousands):


	Year Ended December 31, 2022
	GeneDx		Legacy Sema4		Consolidated
Diagnostic test revenue:
Patients with third-party insurance	$	72,890	$	100,734	$	173,624
Institutional customers	40,754		5,370		$	46,124
Self-pay patients	1,230		6,356		7,586
Total diagnostic test revenue	114,874		112,460		227,334
Other revenue	7,360		—		7,360
Total	$	122,234	$	112,460	$	234,694

Goodwill (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the carrying amounts of goodwill were as follows (in thousands):


	December 31, 2022
Balance as of December 31, 2021	$	—
Additions	185,871
Measurement period adjustments	(11,412)
Impairment charges	(174,459)
Balance as of December 31, 2022	$	—

Schedule of Acquired Intangible Assets


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted-Average Amortization Period (in years)
Tradenames and trademarks	$	50,000	$	(2,083)	$	47,917	15.3
Developed Technology	48,000		(4,000)		44,000		7.3
Customer Relationships	98,000		(3,267)		94,733		19.3
	$	196,000	$	(9,350)	$	186,650

Schedule of Future Amortization Expense

The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2022 (in thousands):



2023	$	14,025
2024	14,025
2025	14,025
2026	14,025
2027	14,025
Thereafter	116,525
Total estimated future amortization expense	$	186,650

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Organization and Description of Business (Details)	12 Months Ended
Organization and Description of Business (Details)	Dec. 31, 2022	Apr. 29, 2022
GeneDx \| Gene D X Holding2 Inc
Organization and Description of Business [Line Items]
Ownership percentage		100.00%
Affiliated Entities
Organization and Description of Business [Line Items]
Conversion ratio	123.8339

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands			9 Months Ended	12 Months Ended			24 Months Ended
	Apr. 29, 2022 USD ($) $ / shares shares	Dec. 09, 2021 d $ / shares shares	Dec. 31, 2022 USD ($) segment $ / shares shares	Dec. 31, 2022 USD ($) d segment $ / shares shares	Dec. 31, 2021 USD ($) segment shares	Dec. 31, 2020 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Jan. 01, 2022 USD ($)	Sep. 04, 2021 $ / shares	Jul. 22, 2021 shares
Property, Plant and Equipment [Line Items]
Total stock-based compensation expense				$ 41,975	$ 219,421	$ 120,231
Proceeds from CARES Act						5,400
Employer payroll tax			$ 0	0		3,800	$ 0
Deferred employer payroll tax paid							1,900
Accounts receivable, allowance for credit loss, write-off				400
Restricted cash			14,370	14,370	900	10,828	14,370
Write off of accounts receivable				0	0	200
Inventory impairment				22,500	0	0
Provision for excess and obsolete inventory			1,100	1,100	2,100		1,100
Impairment charges				174,500
Goodwill					0	0
Impairment of intangible assets				0	$ 0	0
Capitalized computer software, impairments				8,700
Implementation cost			$ 300	$ 300			$ 300
Purchase of warrants (in shares) \| shares			21,994,972	21,994,972	21,994,972		21,994,972			21,995,000
Expected term (in years)			5 years	5 years			5 years
Target share price of warrants or rights for redemption (in usd per share) \| $ / shares			$ 18.00	$ 18.00			$ 18.00
Redemption price per warrant (in usd per warrant) \| $ / shares				$ 0.01
Number of days for written notice of redemption \| d				30
Minimum number of trading days \| d				30
Earn-out contingent liability					$ 10,200
Revenue, standard payment term				60 days
Number of reportable segments \| segment			2	2	1
Operating lease assets			$ 32,758	$ 32,758	$ 0		$ 32,758
Present value of lease liabilities			46,877	$ 46,877			46,877
Accounting Standards Update 2016-02
Property, Plant and Equipment [Line Items]
Operating lease assets								$ 39,200
Present value of lease liabilities								$ 42,200
Restricted Stock Units (RSUs)
Property, Plant and Equipment [Line Items]
Restricted Stock Units granted (in shares) \| shares				29,004,515
GeneDx
Property, Plant and Equipment [Line Items]
Restricted cash	$ 13,400		13,500	$ 13,500			13,500
Business acquisition cash and consideration held as escrow period	12 months			12 months
Impairment charges				$ 174,459
Goodwill	$ 185,871		0	0	0		0
Business combination, contingent consideration arrangements	$ 150,000		150,000	$ 150,000			150,000
Number of shares holder (in shares) \| shares	8,300,000			23,200,000
Business combination contingent consideration milestone payment for first year				$ 112,500
Business combination contingent consideration liability period 1				163,000
Business combination contingent consideration milestone payment for second year				37,500
Business combination contingent consideration liability period 2				$ 219,000
Business combination contingent consideration first milestone percentage				80.00%
Business combination contingent consideration percentage of milestone payment based on revenue target				100.00%
Business combination contingent consideration revenue target of milestone event				100.00%
Earn-out contingent liability	$ 52,000		7,600	$ 7,600			7,600
GeneDx \| Contingent Consideration, Milestone One
Property, Plant and Equipment [Line Items]
Earn-out contingent liability			6,000	6,000			6,000
GeneDx \| Contingent Consideration, Milestone Two
Property, Plant and Equipment [Line Items]
Earn-out contingent liability			$ 1,600	$ 1,600			$ 1,600
Sema4 OpCo, Inc
Property, Plant and Equipment [Line Items]
Number of shares holder (in shares) \| shares				19,021,576
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs)
Property, Plant and Equipment [Line Items]
Total stock-based compensation expense				$ 900	$ 200
Restricted Stock Units granted (in shares) \| shares		2,700,000
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs) \| Triggering Event I
Property, Plant and Equipment [Line Items]
Public per share (in Dollars per share) \| $ / shares		$ 13
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs) \| Triggering Event II
Property, Plant and Equipment [Line Items]
Minimum number of trading days \| d		20
Consecutive trading day threshold \| d		30
Public per share (in Dollars per share) \| $ / shares		$ 15
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs) \| Triggering Event III
Property, Plant and Equipment [Line Items]
Public per share (in Dollars per share) \| $ / shares		$ 18
Class A Common Stock Equals Or Exceeds Threshold One
Property, Plant and Equipment [Line Items]
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in usd per share) \| $ / shares				$ 18.00
Minimum number of trading days \| d				20
Consecutive trading day threshold \| d				30
Common Class A [Member]
Property, Plant and Equipment [Line Items]
Purchase of aggregate private placement warrants (shares) \| shares			1	1			1
Warrant exercise price (in dollars per share) \| $ / shares									$ 11.50
Target share price of warrants or rights for redemption (in usd per share) \| $ / shares			$ 10.00	$ 10.00			$ 10.00
Minimum number of trading days \| d				20
Consecutive trading day threshold \| d				30
Common stock threshold, number of trading days before notice of redemption \| d				3
Redemption on warrant holders (in usd per share) \| $ / shares				$ 18.00
Common Class A [Member] \| GeneDx
Property, Plant and Equipment [Line Items]
Price per shares (USD per share) \| $ / shares	$ 2.15		4.86	$ 4.86			4.86
Number of shares holder (in shares) \| shares	80,000,000
Public per share (in Dollars per share) \| $ / shares	$ 4.86
Common Class A [Member] \| GeneDx \| Contingent Consideration, Milestone One
Property, Plant and Equipment [Line Items]
Number of shares holder (in shares) \| shares				23,200,000
Common Class A [Member] \| GeneDx \| Contingent Consideration, Milestone Two
Property, Plant and Equipment [Line Items]
Number of shares holder (in shares) \| shares				7,700,000
Common Class A [Member] \| GeneDx \| Pro Forma
Property, Plant and Equipment [Line Items]
Price per shares (USD per share) \| $ / shares	$ 4.86
Common Class A [Member] \| Class A Common Stock Equals Or Exceeds Threshold Two
Property, Plant and Equipment [Line Items]
Target share price of warrants or rights for redemption (in usd per share) \| $ / shares			$ 10.00	$ 10.00			$ 10.00
Redemption price per warrant (in usd per warrant) \| $ / shares				$ 0.10
Number of days for written notice of redemption \| d				30
Public Warrants
Property, Plant and Equipment [Line Items]
Purchase of warrants (in shares) \| shares					14,758,305					14,758,333
Private Placement Warrants
Property, Plant and Equipment [Line Items]
Purchase of warrants (in shares) \| shares					7,236,667					7,236,667
Fair value
Property, Plant and Equipment [Line Items]
Carrying value			$ 4,900	$ 4,900			$ 4,900
Minimum \| GeneDx
Property, Plant and Equipment [Line Items]
Business combination contingent consideration revenue target of milestone event				90.00%
Maximum \| Common Class A [Member] \| GeneDx \| Pro Forma
Property, Plant and Equipment [Line Items]
Number of shares holder (in shares) \| shares	30,900,000
All other property and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life				3 years
All other property and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life				5 years
Capitalized software
Property, Plant and Equipment [Line Items]
Property and equipment, useful life				3 years
Government Assistance, CARES Act, Provider Relief Fund
Property, Plant and Equipment [Line Items]
Proceeds from CARES Act					$ 5,600	2,600
Government Assistance, CARES Act, Employee Retention Credit
Property, Plant and Equipment [Line Items]
Proceeds from CARES Act						$ 2,800
Purchases \| Supplier Concentration Risk \| Supplier A
Property, Plant and Equipment [Line Items]
Concentration risk, percentage				5.00%	7.00%	11.00%
Purchases \| Supplier Concentration Risk \| Supplier B
Property, Plant and Equipment [Line Items]
Concentration risk, percentage				12.00%	11.00%	10.00%

Summary of Significant Accounting Policies - Concentration Risk (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue \| Payor group A
Concentration Risk [Line Items]
Concentration risk, percentage		22.00%	27.00%
Revenue \| Payor group B
Concentration Risk [Line Items]
Concentration risk, percentage	30.00%	13.00%	14.00%
Revenue \| Payor group E
Concentration Risk [Line Items]
Concentration risk, percentage	15.00%
Accounts Receivable \| Payor group A
Concentration Risk [Line Items]
Concentration risk, percentage		15.00%
Accounts Receivable \| Payor group B
Concentration Risk [Line Items]
Concentration risk, percentage	14.00%
Accounts Receivable \| Payor group D
Concentration Risk [Line Items]
Concentration risk, percentage		15.00%
Accounts Receivable \| Payor group E
Concentration Risk [Line Items]
Concentration risk, percentage	14.00%

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 123,933	$ 400,569	$ 108,132
Restricted cash	14,370	900	10,828
Total	$ 138,303	$ 401,469	$ 118,960	$ 115,006

Business Combination - Narrative (Details)				12 Months Ended
Business Combination - Narrative (Details)	Apr. 29, 2022 USD ($) $ / shares shares	Jul. 22, 2021 USD ($) $ / shares shares	Feb. 09, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Restricted cash				$ 14,370,000	$ 900,000	$ 10,828,000
Earn-out contingent liability					10,200,000
Total revenue				234,694,000	212,195,000	179,322,000
Pre-tax loss				$ (598,032,000)	(245,390,000)	$ (241,340,000)
Common Class A [Member] \| Private placement
Business Acquisition [Line Items]
Sale of stock (in Shares) \| shares	50,000,000
Private placement financing to sell	$ 200,000,000
CMLS Holdings LLC
Business Acquisition [Line Items]
Business combination and net cash received		$ 510,000,000.0
Number of shares holder (in shares) \| shares			35,000,000
Price per shares (USD per share) \| $ / shares			$ 10.00
Number of shares public offering			$ 350,000,000
Number of shares issued and outstanding \| shares		240,190,402
Transactions costs		$ 51,800,000
CMLS Holdings LLC \| Prepaid expenses and other current assets
Business Acquisition [Line Items]
Transactions costs		$ 9,000,000
CMLS Holdings LLC \| Common Class A [Member]
Business Acquisition [Line Items]
Number of shares holder (in shares) \| shares		10,188
Price per shares (USD per share) \| $ / shares		$ 10.00
Number of shares public offering		$ 101,880
CMLS Holdings LLC \| Class B common stock
Business Acquisition [Line Items]
Number of shares holder (in shares) \| shares		178,336,298
Share conversion ratio		0.01
Legacy Sema4 Shareholder payout		$ 230,665,220
GeneDx
Business Acquisition [Line Items]
Number of shares holder (in shares) \| shares	8,300,000			23,200,000
Business acquisition Issued value assigned				$ 6,000,000
Restricted cash	$ 13,400,000			$ 13,500,000
Business acquisition cash and consideration held as escrow period	12 months			12 months
Business combination, contingent consideration arrangements	$ 150,000,000			$ 150,000,000
Earn-out contingent liability	52,000,000			7,600,000
Aggregate purchase price	$ 364,500,000
Business combination, acquisition related costs				12,100,000
Total revenue				116,400,000
Pre-tax loss				(25,900,000)
Pro forma revenues				$ 165,200,000	$ 118,300,000
GeneDx \| Common Class A [Member]
Business Acquisition [Line Items]
Number of shares holder (in shares) \| shares	80,000,000
Price per shares (USD per share) \| $ / shares	$ 2.15			$ 4.86
Payments to acquire businesses, gross	$ 140,500,000
Business acquisition Issued value assigned	$ 172,000,000
Public per share (in Dollars per share) \| $ / shares	$ 4.86

Business Combination - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Apr. 29, 2022	Dec. 31, 2021	Dec. 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill			$ 0	$ 0
GeneDx
Acquired Finite-Lived Intangible Assets [Line Items]
Cash and cash equivalents		$ 0
Accounts receivables		21,651
Inventory		6,210
Prepaid expenses		4,671
Other current assets		320
Property and equipment		29,509
Other non-current assets		6,464
Accounts payable and accrued expenses		(12,862)
Other current liabilities		(15,781)
Deferred tax liabilities		(51,779)
Long-term lease liabilities		(5,798)
Fair value of net assets acquired		178,605
Goodwill	$ 0	185,871	$ 0
Aggregate purchase price		364,476
GeneDx \| Tradenames and trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Business combination, finite-lived intangibles		50,000
GeneDx \| Developed Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Business combination, finite-lived intangibles		48,000
GeneDx \| Customer Relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Business combination, finite-lived intangibles		$ 98,000

Business Combination - Schedule of Pro Forma Financial Information (Details) - GeneDx - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Pro forma revenues	$ 282,959	$ 326,720
Pro forma net loss	$ (613,199)	$ (252,506)

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total	$ 234,694	$ 212,195	$ 179,322
Diagnostic test revenue
Disaggregation of Revenue [Line Items]
Total	227,334	205,100	175,351
Patients with third-party insurance
Disaggregation of Revenue [Line Items]
Total	173,624	169,576	138,153
Institutional customers
Disaggregation of Revenue [Line Items]
Total	46,124	31,717	35,200
Self-pay patients
Disaggregation of Revenue [Line Items]
Total	7,586	3,807	1,998
Other
Disaggregation of Revenue [Line Items]
Total	$ 7,360	$ 7,095	$ 3,971

- Definition

+ References

+ Details

Revenue Recognition - Narrative (Details) - USD ($) $ in Millions		12 Months Ended
	Dec. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Loss Contingencies [Line Items]
Adjustment to revenue		$ 54.0
Deferred costs to fulfill contracts		0.3	$ 1.8
Amortization of deferred costs		1.5	$ 1.4	$ 0.9
Certain Payor Matters
Loss Contingencies [Line Items]
Total settlement amount	$ 42.0
Settlement period	4 years
Settlement amount, first installment payment	$ 15.0
Liability reserve, potential recoupments		$ 39.0

Revenue Recognition - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 $ in Millions	Dec. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue under existing collaboration service agreements	$ 6.8
Revenue under existing collaboration service agreements, period for recognition	2 years 6 months

Fair Value Measurements - Schedule of Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Financial Liabilities:
Earn-out contingent liability		$ 10,200
Fair Value, Recurring
Financial Assets:
Total financial assets	$ 16,901	385,370
Financial Liabilities:
Earn-out contingent liability		10,244
Total financial liabilities	8,037	31,799
Fair Value, Recurring \| Earn-out contingent liability
Financial Liabilities:
Earn-out contingent liability	0
Fair Value, Recurring \| Contingent consideration based on milestone achievement
Financial Liabilities:
Earn-out contingent liability	7,619
Fair Value, Recurring \| Public warrant liability
Financial Liabilities:
Warrant liability	280	14,463
Fair Value, Recurring \| Private warrant liability
Financial Liabilities:
Warrant liability	138	7,092
Fair Value, Recurring \| Level 1
Financial Assets:
Total financial assets	16,901	385,370
Financial Liabilities:
Earn-out contingent liability		0
Total financial liabilities	280	14,463
Fair Value, Recurring \| Level 1 \| Earn-out contingent liability
Financial Liabilities:
Earn-out contingent liability	0
Fair Value, Recurring \| Level 1 \| Contingent consideration based on milestone achievement
Financial Liabilities:
Earn-out contingent liability	0
Fair Value, Recurring \| Level 1 \| Public warrant liability
Financial Liabilities:
Warrant liability	280	14,463
Fair Value, Recurring \| Level 1 \| Private warrant liability
Financial Liabilities:
Warrant liability	0	0
Fair Value, Recurring \| Level 2
Financial Assets:
Total financial assets	0	0
Financial Liabilities:
Earn-out contingent liability		0
Total financial liabilities	138	7,092
Fair Value, Recurring \| Level 2 \| Earn-out contingent liability
Financial Liabilities:
Earn-out contingent liability	0
Fair Value, Recurring \| Level 2 \| Contingent consideration based on milestone achievement
Financial Liabilities:
Earn-out contingent liability	0
Fair Value, Recurring \| Level 2 \| Public warrant liability
Financial Liabilities:
Warrant liability	0	0
Fair Value, Recurring \| Level 2 \| Private warrant liability
Financial Liabilities:
Warrant liability	138	7,092
Fair Value, Recurring \| Level 3
Financial Assets:
Total financial assets	0	0
Financial Liabilities:
Earn-out contingent liability		10,244
Total financial liabilities	7,619	10,244
Fair Value, Recurring \| Level 3 \| Earn-out contingent liability
Financial Liabilities:
Earn-out contingent liability	0
Fair Value, Recurring \| Level 3 \| Contingent consideration based on milestone achievement
Financial Liabilities:
Earn-out contingent liability	7,619
Fair Value, Recurring \| Level 3 \| Public warrant liability
Financial Liabilities:
Warrant liability	0	0
Fair Value, Recurring \| Level 3 \| Private warrant liability
Financial Liabilities:
Warrant liability	0	0
Money market funds \| Fair Value, Recurring
Financial Assets:
Money market funds	16,901	385,370
Money market funds \| Fair Value, Recurring \| Level 1
Financial Assets:
Money market funds	16,901	385,370
Money market funds \| Fair Value, Recurring \| Level 2
Financial Assets:
Money market funds	0	0
Money market funds \| Fair Value, Recurring \| Level 3
Financial Assets:
Money market funds	$ 0	$ 0

Fair Value Measurements - Narrative (Details) $ in Thousands, shares in Millions		12 Months Ended
	Apr. 29, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents		$ 123,933	$ 400,569	$ 108,132
Gain in fair market value of warrant and earn-out contingent liabilities		21,100
Earn-out contingent liability			10,200
Current portion of the contingent consideration liabilities		6,019	0
Fair Value, Recurring
Cash and Cash Equivalents [Line Items]
Earn-out contingent liability			$ 10,244
Earn-out contingent liability \| Fair Value, Recurring
Cash and Cash Equivalents [Line Items]
Gain in fair market value of warrant and earn-out contingent liabilities		10,200
Earn-out contingent liability		$ 0
Measurement Input, Revenue Multiple
Cash and Cash Equivalents [Line Items]
Contingent liability measurement input		0.25
Stock price
Cash and Cash Equivalents [Line Items]
Contingent liability measurement input		0.26	4.46
GeneDx
Cash and Cash Equivalents [Line Items]
Gain in fair market value of warrant and earn-out contingent liabilities		$ 38,900
Business combination, contingent consideration arrangements	$ 150,000	$ 150,000
Business combination, contingent consideration arrangements (in shares) \| shares		30.9
Number of shares holder (in shares) \| shares	8.3	23.2
Business acquisition Issued value assigned		$ 6,000
Earn-out contingent liability	$ 52,000	$ 7,600
Business combination contingent consideration liability period 1 percentage		75.00%
Business combination contingent consideration liability period 1		$ 163,000
Business combination contingent consideration liability period 2 percentage		25.00%
Business combination contingent consideration liability period 2		$ 219,000
Business combination contingent consideration first milestone percentage		80.00%
Business combination contingent consideration revenue target of milestone event		100.00%
Business combination contingent consideration percentage of milestone payment based on revenue target		100.00%
Current portion of the contingent consideration liabilities		$ 6,000
GeneDx \| Common Class A [Member]
Cash and Cash Equivalents [Line Items]
Number of shares holder (in shares) \| shares	80.0
Business acquisition Issued value assigned	$ 172,000
Price per shares (USD per share) \| $ / shares	$ 2.15	$ 4.86
GeneDx \| Minimum
Cash and Cash Equivalents [Line Items]
Business combination contingent consideration revenue target of milestone event		90.00%
Level 1 \| Fair Value, Recurring
Cash and Cash Equivalents [Line Items]
Earn-out contingent liability			$ 0
Level 1 \| Earn-out contingent liability \| Fair Value, Recurring
Cash and Cash Equivalents [Line Items]
Earn-out contingent liability		$ 0
Money market funds \| Fair Value, Recurring
Cash and Cash Equivalents [Line Items]
Money market funds		16,901	385,370
Money market funds \| Level 1 \| Fair Value, Recurring
Cash and Cash Equivalents [Line Items]
Money market funds		$ 16,901	$ 385,370

Fair Value Measurements - Summary of Utilized in Determining Valuation (Details)	Dec. 31, 2022 $ / shares	Dec. 31, 2022	Dec. 31, 2022 yr	Dec. 31, 2021 $ / shares yr
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input	0.26	0.26		4.46
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input			1.075	0.625
Expected term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input		0.6		1.6
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input	0.0476			0.0058

Property and Equipment - Components (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 152,987	$ 114,625
Less: accumulated depreciation and amortization	(101,460)	(51,906)
Property and equipment, net	51,527	62,719
Laboratory equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	41,255	28,552
Equipment under finance leases
Property, Plant and Equipment [Line Items]
Total property and equipment	21,384	21,384
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	35,561	21,905
Capitalized software
Property, Plant and Equipment [Line Items]
Total property and equipment	32,171	25,693
Building under finance lease
Property, Plant and Equipment [Line Items]
Total property and equipment	6,276	6,276
Construction in-progress
Property, Plant and Equipment [Line Items]
Total property and equipment	3,386	940
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	9,177	6,634
Furniture, fixtures and other equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,777	$ 3,241

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 49,959	$ 21,807	$ 11,734
Software amortization expense	15,400	$ 5,600	$ 3,000
Impairment of fixed assets	$ 24,000

Property and Equipment - Depreciation and Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	$ 49,959	$ 21,807	$ 11,734
Cost of services
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	31,328	14,094	9,055
Research and development
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	14,960	5,819	1,040
Selling and marketing
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	4	3	0
General and administrative
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	$ 3,667	$ 1,891	$ 1,639

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 01, 2017
Related Party Transaction [Line Items]
Revenue from related parties	$ 1,700
Commitment to receive future capital contributions					$ 55,000
Cumulative funding drawn				$ 55,000
Due to related parties	3,593	$ 2,623
Purchases from related party	1,700
Market value	400
Transition Services Agreement \| OPKO
Related Party Transaction [Line Items]
Due to related parties	400
Related party costs	1,300
Receivables related to acquisition closing working capital adjustment	1,300
Affiliated Entities
Related Party Transaction [Line Items]
Related party costs	10,481	9,634	$ 11,584
Affiliated Entities \| TSA Agreement
Related Party Transaction [Line Items]
Related party costs		1,400	7,200
Affiliated Entities \| Service Agreements
Related Party Transaction [Line Items]
Related party costs	7,400	7,000	$ 4,400
Due to related parties	$ 2,400	$ 2,600

Related Party Transactions - Related Party Expenses (Details) - Affiliated Entities - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Total related party costs	$ 10,481	$ 9,634	$ 11,584
Cost of services
Related Party Transaction [Line Items]
Total related party costs	4,169	3,975	2,189
Related party expenses
Related Party Transaction [Line Items]
Total related party costs	$ 6,312	$ 5,659	$ 9,395

Long-Term Debt - Loan and Security Agreement (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Nov. 15, 2021
Debt Instrument [Line Items]
Interest rate	4.00%
SVB Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility		$ 125.0
Existing issued and outstanding	65.00%
Line of credit facility borrowing capacity	$ 135.0
Number of borrowers	1.25
Trailing period for minimum revenue targets	6 months
Outstanding borrower	$ 50.0
Long-term line of credit	0.0
SVB Agreement \| Letter of Credit
Debt Instrument [Line Items]
Revolving credit facility	$ 20.0

Long-Term Debt - 2016 Funding Commitment (Details) $ in Thousands	1 Months Ended			12 Months Ended
	Jan. 31, 2023 USD ($) milestone	Jun. 30, 2018 USD ($)	Apr. 30, 2016 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	May 31, 2018 USD ($)
Debt Instrument [Line Items]
Proceeds from long-term debt				$ 0	$ 0	$ 15,928
Interest rate				4.00%
Outstanding loan balance				$ 11,000
DECD Loan Agreement
Debt Instrument [Line Items]
Proceeds from long-term debt			$ 5,000
Total funding commitment		$ 15,500	$ 9,500				$ 9,500
Administrative expenses over period		10 years	10 years
Interest rate		2.00%	2.00%
Principal loan forgiveness		$ 12,300
Outstanding loan balance					$ 11,000
DECD Loan Agreement \| Subsequent Event
Debt Instrument [Line Items]
Interest rate	2.00%
Number of forgiveness milestones \| milestone	2
DECD Loan Agreement, Phase 2 Funding \| Subsequent Event
Debt Instrument [Line Items]
Long-term debt principal payments	$ 2,000
Debt instrument, decrease, forgiveness	2,750
DECD Loan Agreement, Phase 3 Funding \| Subsequent Event
Debt Instrument [Line Items]
Debt forgiveness eligible	2,000
DECD Loan Agreement, Final Phase Funding \| Subsequent Event
Debt Instrument [Line Items]
Debt forgiveness eligible	$ 1,000

Long-Term Debt - Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2023	$ 4,750
2024	497
2025	1,211
2026	1,234
2027	1,260
Thereafter	2,048
Total maturities of long-term debt	11,000
Less: Current portion of long-term debt	(4,750)	$ 0
Total long-term debt, net of current portion	$ 6,250	$ 11,000

Leases - Narrative (Details) $ in Millions	1 Months Ended	12 Months Ended
Leases - Narrative (Details) $ in Millions	Apr. 30, 2019 period	Dec. 31, 2022 USD ($)	Jul. 31, 2022	Apr. 30, 2022	Dec. 31, 2021 USD ($)	Jan. 31, 2020
Lessee, Lease, Description [Line Items]
Letter of credit		$ 0.9			$ 0.9
Lease impairment charge		$ 10.0
Operating lease, remaining term				9 years
Capital lease, interest rate (in percent)		13.10%
Capital lease obligation, current					3.4
Capital lease obligation, non-current					$ 18.4
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]		Current portion of lease liabilities
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]		Long-term lease liabilities			Long-term lease liabilities
Building
Lessee, Lease, Description [Line Items]
Operating lease obligation term	325 months					10 years
Lease term			13 months
Lease cancellation period	196 months
Land to total value, percentage	25.00%
Building \| One Renewal Period
Lessee, Lease, Description [Line Items]
Number of capital lease renewal terms \| period	1
Lease term	10 years
Building \| Two Renewal Periods
Lessee, Lease, Description [Line Items]
Number of capital lease renewal terms \| period	2
Lease term	5 years

Leases - Schedule of Assets and Liabilities, Lessee (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets
Operating lease assets	$ 32,758	$ 0
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net
Finance lease assets	$ 8,604
Total lease assets	$ 41,362
Liabilities:
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Current portion of lease liabilities
Operating	$ 2,409
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Current portion of lease liabilities
Finance	$ 3,712
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term lease liabilities	Long-term lease liabilities
Operating	$ 44,468
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term lease liabilities	Long-term lease liabilities
Finance	$ 15,545
Total lease liabilities	$ 66,134

Leases - Schedule of Lease, Cost (Details) $ in Thousands	12 Months Ended
Leases - Schedule of Lease, Cost (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Operating lease cost
Operating lease cost	$ 6,044
Short-term lease cost	1,131
Variable lease cost	1,111
Total operating lease cost	8,286
Finance lease cost
Depreciation and amortization of leased assets	5,518
Interest on lease liabilities	2,152
Total finance lease cost	7,670
Total lease cost	$ 15,956

Leases - Schedule of Future Minimum Rental Payments for Leases (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Operating leases
2023	$ 4,597
2024	5,521
2025	5,952
2026	6,103
2027	6,251
Thereafter	51,640
Total	80,064
Less: imputed interest	(33,187)
Present value of lease liabilities	46,877
Finance leases
2023	3,729
2024	2,763
2025	2,451
2026	2,003
2027	2,045
Thereafter	47,839
Total	60,830
Less: imputed interest	(41,573)
Present value of lease liabilities	19,257
Total
2023	8,326
2024	8,284
2025	8,403
2026	8,106
2027	8,296
Thereafter	99,479
Total	140,894
Less: imputed interest	(74,760)
Present value of lease liabilities	$ 66,134

Leases - Schedule of Supplemental Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Weighted-average remaining lease term (years)
Operating leases (years)	12 years 2 months 12 days
Finance leases (years)	19 years
Weighted-average discount rate
Operating leases (as percent)	6.90%
Finance leases (as percent)	11.20%
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$ 4,183
Operating cash flows from finance leases	2,225
Financing cash flows from finance lease	$ 3,292	$ 3,728	$ 4,010

Commitment and Contingencies - Schedule of Material Purchase Commitments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Operating Leased Assets [Line Items]
2023	$ 5,740
2024	2,618
2025	396
Total Commitments	8,754
Software provider
Operating Leased Assets [Line Items]
2023	5,561
2024	2,436
2025	257
Total Commitments	8,254
Equipment provider
Operating Leased Assets [Line Items]
2023	179
2024	182
2025	139
Total Commitments	$ 500

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Defined contribution plan, cost	$ 9.8	$ 8.0	$ 5.5

Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions		3 Months Ended	12 Months Ended
	Jul. 22, 2021 shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) employee $ / shares shares	Dec. 31, 2022 USD ($) consultant $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested options outstanding \| shares			11,205,789	11,205,789	11,205,789	11,205,789	11,205,789	11,205,789	11,205,789
Weighted average grant			$ 2.17	$ 2.17	$ 2.17	$ 2.17	$ 2.17	$ 2.17	$ 2.17
Weighted-average grant-date fair value (in usd per share)						1.55
Fair value of vested options \| $				$ 24.5
Grant-date fair value of forfeited options (in usd per share)						$ 4.92
Aggregate intrinsic value \| $				18.1						$ 17.1	$ 0.6
Total payments for share-based liabilities \| $				0.0						0.1	$ 0.3
Fair value of RSU vested in period \| $										$ 33.7
Unvested company stock option \| $			$ 3.5	$ 3.5	$ 3.5	$ 3.5	$ 3.5	$ 3.5	$ 3.5
Triggering Event I
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average restricted stock granted (in us dollar per share)						$ 1.82
Restricted Stock Units forfeited (in us dollar per share)						0
Triggering Event II
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average restricted stock granted (in us dollar per share)						1.39
Restricted Stock Units forfeited (in us dollar per share)						0
Triggering Event III
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average restricted stock granted (in us dollar per share)						0.94
Restricted Stock Units forfeited (in us dollar per share)						$ 0
2017 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value re-measurement period for the liability awards			6 months
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted \| shares	0
Weighted average remaining contractual life (years), options exercisable	10 years
Vesting period	4 years
Number of share issuance \| shares	32,734,983
Shares available for grant (in shares) \| shares			9,648,510	9,648,510	9,648,510	9,648,510	9,648,510	9,648,510	9,648,510
2021 Employee Stock Purchase Plan \| Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share issuance \| shares			4,804,011	4,804,011	4,804,011	4,804,011	4,804,011	4,804,011	4,804,011
Number of shares equal to percent							1.00%
Options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average vesting period for compensation cost			1 year 8 months 12 days
Unvested company stock option \| $			$ 12.7	$ 12.7	$ 12.7	$ 12.7	$ 12.7	$ 12.7	$ 12.7
Options to purchase common stock \| 2017 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted \| shares					0
Weighted average remaining contractual life (years), options exercisable			10 years
Vesting period			4 years
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
Stock conversion ratio			1	1	1	1	1	1	1
Nonvested RSUs outstanding (in shares) \| shares		12,589,558	28,216,998	28,216,998	28,216,998	28,216,998	28,216,998	28,216,998	28,216,998	12,589,558
Weighted-average grant-date fair value (in us dollar per share)		$ 7.64	$ 2.36	$ 2.36	$ 2.36	$ 2.36	$ 2.36	$ 2.36	$ 2.36	$ 7.64
Restricted Stock Units granted (in shares) \| shares					29,004,515
Unvested company stock option \| $			$ 34.5	$ 34.5	$ 34.5	$ 34.5	$ 34.5	$ 34.5	$ 34.5
Weighted-average vesting period for compensation cost			1 year 8 months 12 days
Weighted average restricted stock granted (in us dollar per share)						$ 1.63
Restricted Stock Units forfeited (in us dollar per share)						$ 5.51
Restricted Stock Units (RSUs) \| Board of Directors Chairman
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units granted (in shares) \| shares					126,980
Restricted Stock Units (RSUs) \| Triggering Event I
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting commencement date		12 months
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted (in shares)								1	1
Outstanding vested value \| $			$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0	$ 0.0

Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Weighted Average Remaining Contractual Life (years)
Weighted average remaining contractual life (years)	6 years 29 days	6 years 9 months 18 days
Weighted average remaining contractual life (years), options exercisable	4 years 7 days
Aggregate Intrinsic Value
Aggregate intrinsic value	$ 775,842	$ 109,887
Options exercisable	$ 803,370
Class A common stock
Stock Options Outstanding
Shares available for grant, outstanding (in shares)	30,905,543
Options exercised (in shares)	(11,021,636)
Options forfeited and cancelled (in shares)	(6,868,297)
Shares available for grant, outstanding (in shares)	26,362,807	30,905,543
Options outstanding, exercisable at end of period (in shares)	15,157,018
Weighted Average Exercise Price
Weighted-average exercise price (in dollars per share)	$ 1.24
Weighted average exercise price, options exercised (in dollars per share)	0.27
Weighted average exercise price, options forfeited and cancelled (in dollars per share)	3.80
Weighted-average exercise price (in dollars per share)	1.51	$ 1.24
Weighted average exercise price, options exercisable (in dollars per share)	$ 1.02
Class A common stock \| 2017 Stock Incentive Plan
Stock Options Outstanding
Options granted (in shares)	13,347,197
Weighted Average Exercise Price
Weighted average exercise price, options granted (in dollars per share)	$ 2.28

Stock-Based Compensation - Summary of Estimated Fair Value of Stock Option Awards (Details) - Options to purchase common stock - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility			65.80%
Weighted-average expected volatility	75.00%	66.15%	65.80%
Risk-free interest rate			0.10%
Dividend yield	0.00%	0.00%	0.00%
Fair value of Class A common stock (in dollars per share)			$ 5.49
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	65.20%	49.60%
Expected term (in years)	5 years 5 months 23 days	5 years	6 months
Risk-free interest rate	1.65%	0.71%
Fair value of Class A common stock (in dollars per share)	$ 0.99	$ 7.62
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	90.00%	67.70%
Expected term (in years)	6 years 2 months 4 days	6 years 21 days	1 year 5 months 26 days
Risk-free interest rate	3.38%	1.26%
Fair value of Class A common stock (in dollars per share)	$ 3.45	$ 11.60

Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Restricted Stock Units Outstanding
Restricted Stock Units Outstanding (in shares) \| shares	12,589,558
Restricted Stock Units granted (in shares) \| shares	29,004,515
Restricted Stock Units vested (in shares) \| shares	(4,841,898)
Restricted Stock Units forfeited (in shares) \| shares	(8,535,177)
Restricted Stock Units Outstanding (in shares) \| shares	28,216,998
Weighted Average Exercise Price
Weighted Average Grant Date Fair Value Per Unit (in us dollar per share) \| $ / shares	$ 7.64
Restricted Stock Units granted (in us dollar per share) \| $ / shares	1.63
Restricted Stock Units vested (in us dollar per share) \| $ / shares	6.46
Restricted Stock Units forfeited (in us dollar per share) \| $ / shares	5.51
Weighted Average Grant Date Fair Value Per Unit (in us dollar per share) \| $ / shares	$ 2.36

Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 41,975	$ 219,421	$ 120,231
Stock Appreciation Rights (SARs)
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense		3,800
Cost of services
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	5,080	22,567	12,942
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,755	47,183	26,650
Selling and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	6,498	29,110	11,755
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 28,642	$ 120,561	$ 68,884

Common Stock (Details) - Class A common stock	12 Months Ended
Common Stock (Details) - Class A common stock	Dec. 31, 2022 vote shares	Dec. 31, 2021 shares
Class of Stock [Line Items]
Common stock, issued (in shares)	388,511,138	242,647,604
Common stock, outstanding (in shares)	388,511,138	242,647,604
Common stock, voting rights, votes per share \| vote	1

Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Foreign	$ 104	$ 0	$ 0
Domestic	(598,136)	(245,390)	(241,340)
Loss before income taxes	(598,032)	(245,390)	(241,340)
Current
Federal	0	0	0
State and Local	0	0	0
Foreign	72	0	0
Total Current	72	0	0
Deferred
Federal	(40,828)	0	0
State and Local	(8,296)	0	0
Foreign	0	0	0
Total Deferred	(49,124)	0	0
Total Tax Expense	$ 49,052	$ 0	$ 0

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax benefit	$ 49,052	$ 0	$ 0
Effective tax rate	8.20%	0.00%	0.00%
Increase in valuation allowance	$ 71,000	$ 97,400	$ 38,100
Accrued interest or penalties	$ 100	$ 0	$ 0

- Definition

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

+ References + Details

Income Taxes - Reconciliation of Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. federal taxes at statutory rate	21.00%	21.00%	21.00%
State taxes (net of federal benefit)	1.40%	10.50%	2.10%
Research and development tax credits	0.30%	0.70%	0.60%
Non-deductible stock-based compensation	(1.00%)	(11.30%)	(7.80%)
162(m) Limitation	0	(0.057)	0
Permanent Items	0.50%	(0.20%)	0.00%
Unrealized fair market value gain on warrants	1.70%	17.00%	0.00%
Goodwill Impairment	(6.10%)	0.00%	0.00%
Change in valuation allowance	(9.60%)	(32.00%)	(15.90%)
Effective tax rate	8.20%	0.00%	0.00%

Income Taxes - Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 199,426	$ 132,075
Stock-based compensation	13,379	12,311
Accrued compensation	2,233	4,170
Transaction costs	0	416
Research and development credits	8,600	7,285
Leases	12,971	1,443
Unearned revenue	10	145
Deferred employer taxes	133	932
Interest expense	7	372
Property and equipment	4,039	608
Obsolete inventory reserve	5,889	655
Accrued expenses	10,142	0
Section 174 amortization	23,193	0
Other	941	51
Total deferred tax assets	280,963	160,463
Valuation allowance	(226,644)	(155,668)
Deferred tax assets, net of valuation allowance	54,319	4,795
Deferred tax liabilities:
ROU asset	(8,589)	0
Capitalized software	(141)	(4,795)
Intangible amortization	(48,248)	0
Total deferred tax liabilities	(56,978)	(4,795)
Net deferred tax liability after valuation allowance	$ (2,659)	$ 0

Income Taxes - Net Operating Loss and Tax Credit Carryforwards (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, subject to expiration	$ 33,056
Net operating loss carryforwards, not subject to expiration	656,536
Federal \| Research and development
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	6,943
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, subject to expiration	974,006
Net operating loss carryforwards, not subject to expiration	42,314
State \| Research and development
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	555
State \| Research and experimental
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	$ 1,542

Income Taxes - Deferred Tax Valuation Allowance (Details) - Deferred tax valuation allowance - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at the Beginning of Period	$ 155,668	$ 58,264	$ 20,082
Additions	70,976	97,404	38,182
Write-Offs/Other	0	0	0
Balance at the End of Period	$ 226,644	$ 155,668	$ 58,264

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits	$ 537	$ 537	$ 374
Gross increases – tax positions in current period	181	0	163
Unrecognized tax benefits	$ 718	$ 537	$ 537

Net Loss per Share - Basic and Diluted (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Numerator:
Net loss attributable to common stockholders \| $	$ (548,980)	$ (245,390)	$ (241,340)
Denominator:
Denominator for basic earnings per share-weighted-average common shares (in shares) \| shares	337,819,680	108,077,439	5,131
Denominator for diluted earnings per share-weighted-average common shares (in shares) \| shares	337,819,680	108,077,439	5,131
Basic loss per share (in dollars per share) \| $ / shares	$ (1.63)	$ (2.27)	$ (47,036)
Diluted loss per share (in dollars per share) \| $ / shares	$ (1.63)	$ (2.27)	$ (47,036)
Conversion ratio	123.8339

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Net Loss per Share - Potentially Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	95,596,353	76,536,415	189,958,359
Outstanding options and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	54,579,805	35,519,867	32,339,971
Outstanding warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	21,994,972	21,994,972	0
Outstanding earn-out shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	18,228,934	16,351,897	0
Outstanding earn-out RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	792,642	2,669,679	0
Redeemable convertible preferred stock (on an if-converted basis)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	0	157,618,388

Restructuring Costs - Narrative (Details) - position		12 Months Ended
Restructuring Costs - Narrative (Details) - position	Nov. 14, 2022	Dec. 31, 2022
Restructuring and Related Activities [Abstract]
Restructuring cost number of positions eliminated	500	250
Number of positions eliminated, expected percent		32.50%

Restructuring Costs - Restructuring Cost (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring reserve, beginning balance	$ 0
Charged to Costs and Expenses	24,161
Payments and Other	(19,138)
Restructuring Reserve, Ending Balance	5,023
Severance
Restructuring Cost and Reserve [Line Items]
Restructuring reserve, beginning balance	0
Charged to Costs and Expenses	19,239
Payments and Other	(14,469)
Restructuring Reserve, Ending Balance	4,770
Others
Restructuring Cost and Reserve [Line Items]
Restructuring reserve, beginning balance	0
Charged to Costs and Expenses	4,922
Payments and Other	(4,669)
Restructuring Reserve, Ending Balance	$ 253

Supplemental Financial Information - Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
Accrued purchases	$ 20,314	$ 19,758
Reserves for refunds to insurance carriers	17,001	0
Other	1,546	350
Total	$ 38,861	$ 20,108

Supplemental Financial Information - Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other current liabilities
Accrued bonus	$ 8,429	$ 13,561
Accrued payroll	3,905	7,013
Accrued benefits	1,529	1,057
Accrued commissions	1,656	2,826
Accrued Severance	4,770	0
Current portion of long-term debt	4,750	0
Indemnification liabilities	13,470	0
Current portion of the contingent consideration liabilities	6,019	0
Other	5,137	8,930
Total current other liabilities	$ 49,665	33,387
Capital lease obligation, current		$ 3,400

Segment Reporting - Narrative (Details) - segment	9 Months Ended	12 Months Ended
Segment Reporting - Narrative (Details) - segment	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting [Abstract]
Number of reportable segments	2	2	1

Segment Reporting - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Revenue	$ 234,694	$ 212,195	$ 179,322
Related party expenses	261,444	228,797	175,296
Gross (loss) profit	(26,750)	(16,602)	4,026
Depreciation and amortization	59,309	21,807	11,734
Stock-based compensation	41,975	219,421	120,231
Restructuring charges	24,161
Net loss and comprehensive loss	(548,980)	(245,390)	(241,340)
Diagnostic test revenue:
Segment Reporting Information [Line Items]
Revenue	227,334	205,100	175,351
Patients with third-party insurance
Segment Reporting Information [Line Items]
Revenue	173,624	169,576	138,153
Institutional customers
Segment Reporting Information [Line Items]
Revenue	46,124	31,717	35,200
Self-pay patients
Segment Reporting Information [Line Items]
Revenue	7,586	3,807	1,998
Other revenue
Segment Reporting Information [Line Items]
Revenue	7,360	$ 7,095	$ 3,971
Operating Segments
Segment Reporting Information [Line Items]
Revenue	234,694
Gross (loss) profit	(26,750)
Depreciation and amortization	31,328
Stock-based compensation	5,080
Restructuring charges	1,926
Operating Segments \| Adjustment
Segment Reporting Information [Line Items]
Related party expenses	223,110
Gross (loss) profit	11,584
GeneDx
Segment Reporting Information [Line Items]
Revenue	122,234
GeneDx \| Diagnostic test revenue:
Segment Reporting Information [Line Items]
Revenue	114,874
GeneDx \| Patients with third-party insurance
Segment Reporting Information [Line Items]
Revenue	72,890
GeneDx \| Institutional customers
Segment Reporting Information [Line Items]
Revenue	40,754
GeneDx \| Self-pay patients
Segment Reporting Information [Line Items]
Revenue	1,230
GeneDx \| Other revenue
Segment Reporting Information [Line Items]
Revenue	7,360
GeneDx \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	122,234
Gross (loss) profit	44,772
Depreciation and amortization	2,440
Stock-based compensation	680
Restructuring charges	129
GeneDx \| Operating Segments \| Adjustment
Segment Reporting Information [Line Items]
Related party expenses	74,213
Gross (loss) profit	48,021
Legacy Sema4
Segment Reporting Information [Line Items]
Revenue	112,460
Legacy Sema4 \| Diagnostic test revenue:
Segment Reporting Information [Line Items]
Revenue	112,460
Legacy Sema4 \| Patients with third-party insurance
Segment Reporting Information [Line Items]
Revenue	100,734
Legacy Sema4 \| Institutional customers
Segment Reporting Information [Line Items]
Revenue	5,370
Legacy Sema4 \| Self-pay patients
Segment Reporting Information [Line Items]
Revenue	6,356
Legacy Sema4 \| Other revenue
Segment Reporting Information [Line Items]
Revenue	0
Legacy Sema4 \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	112,460
Gross (loss) profit	(71,522)
Depreciation and amortization	28,888
Stock-based compensation	4,400
Restructuring charges	1,797
Legacy Sema4 \| Operating Segments \| Adjustment
Segment Reporting Information [Line Items]
Related party expenses	148,897
Gross (loss) profit	$ (36,437)

Goodwill - Schedule of Goodwill (Details) $ in Thousands	12 Months Ended
Goodwill - Schedule of Goodwill (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 0
Impairment charges	(174,500)
GeneDx
Goodwill [Roll Forward]
Goodwill, beginning balance	0
Additions	185,871
Measurement period adjustments	(11,412)
Impairment charges	(174,459)
Goodwill, ending balance	$ 0

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Goodwill- Schedule of Acquired Intangible Assets (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 196,000
Accumulated Amortization	(9,350)
Total estimated future amortization expense	186,650
Tradenames and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	50,000
Accumulated Amortization	(2,083)
Total estimated future amortization expense	$ 47,917
Weighted-Average Amortization Period (in years)	15 years 3 months 18 days
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 48,000
Accumulated Amortization	(4,000)
Total estimated future amortization expense	$ 44,000
Weighted-Average Amortization Period (in years)	7 years 3 months 18 days
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 98,000
Accumulated Amortization	(3,267)
Total estimated future amortization expense	$ 94,733
Weighted-Average Amortization Period (in years)	19 years 3 months 18 days

Goodwill - Narrative (Details) $ in Thousands	12 Months Ended
Goodwill - Narrative (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Impairment charges	$ 174,500
GeneDx
Finite-Lived Intangible Assets [Line Items]
Impairment charges	174,459
Trade Names, Trademarks And Developed Technology
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	6,100
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 3,300

Goodwill - Schedule of Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 14,025
2024	14,025
2025	14,025
2026	14,025
2027	14,025
Thereafter	116,525
Total estimated future amortization expense	$ 186,650

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2023	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jan. 27, 2023
Subsequent Event [Line Items]
Proceeds from sale of shares			$ 197,659	$ 350,000	$ 0
Subsequent Event
Subsequent Event [Line Items]
Sale of stock shares price (in dollars per share)	$ 0.35
Subsequent Event \| January 2023 Public Offering
Subsequent Event [Line Items]
Proceeds from sale of shares	$ 150,000
Sale of stock (in Shares)	328,571,429
Initial public offering shares underwriters discounts and commissions	$ 137,600
Period to purchase additional shares	30 days
Initial public offering shares underwriter, options, granted, shares purchased	49,285,714
Initial public offering shares underwriter, options, exercised, shares purchased						185,000
Subsequent Event \| January 2023 Additional Purchase Offering To Institutional Investors
Subsequent Event [Line Items]
Sale of stock (in Shares)	77,663,376
Public offering, authorized (in shares)	100,000,000
Initial public offering remaining approval (in shares)	22,336,624
Subsequent Event \| Expected \| January 2023 Additional Purchase Offering To Institutional Investors
Subsequent Event [Line Items]
Proceeds from sale of shares		$ 7,600