0001818331-23-000064 | 10-Q | XBRL Viewer

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

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):


	As of June 30, 2023
	Total		Level 1		Level 2		Level 3
Financial Liabilities:
Public warrant liability	$	148	$	148	$	—	$	—
Private warrant liability	72		—		72		—

DECD loan	4,749		—		4,749		—
Contingent consideration based on milestone achievement	1,030		—		—		1,030
Total financial liabilities	$	5,999	$	148	$	4,821	$	1,030


	As of December 31, 2022
	Total		Level 1		Level 2		Level 3
Financial Liabilities:
Public warrant liability	$	280	$	280	$	—	$	—
Private warrant liability	138		—		138		—

DECD loan	4,904		—		4,904		—
Contingent consideration based on milestone achievement	7,619		—		—		7,619
Total financial liabilities	$	12,941	$	280	$	5,042	$	7,619

Schedule of Utilized in Determining Valuation

The key assumptions utilized in determining the Earn-out Shares valuation as of June 30, 2023 and December 31, 2022 were as follows:


	June 30, 2023	December 31, 2022
Stock price	$5.96	$8.58
Expected volatility	97.5%	107.5%
Expected term (in years)	0.3	0.6
Risk-free interest rate	5.40%	4.76%

Goodwill and Intangible Assets - Schedule of Goodwill (Details) - GeneDx $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 0
Additions	0
Measurement period adjustments	478
Impairment charges	(478)
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

Property and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

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


	As of June 30, 2023		As of December 31, 2022
Laboratory equipment	$	35,694	$	41,255
Equipment under finance leases	15,328		21,384
Leasehold improvements	32,352		35,561
Capitalized software	32,171		32,171
Building under finance lease	8,059		6,276
Construction in-progress	7,472		3,386
Computer equipment	9,148		9,177
Furniture, fixtures and other equipment	3,657		3,777
Total property and equipment	143,881		152,987
Less: accumulated depreciation and amortization	(100,549)		(101,460)
Property and equipment, net	$	43,332	$	51,527

For the three months ended June 30, 2023 and 2022, depreciation and amortization expense was $6.8 million and $6.6 million, respectively. For the six months ended June 30, 2023 and 2022, depreciation and amortization expense was $12.0 million and $12.4 million, respectively. This included software amortization expense of $4.7 million and $1.7 million for

the three months ended and $5.7 million and $3.3 million for the six months ended June 30, 2023 and 2022, respectively. For intangible amortization, see Note 17, “Goodwill and Intangible Assets.”

For the three months ended June 30, 2023, the Company recorded a $3.4 million charge to accelerate the amortization for certain capitalized software projects associated with Legacy Sema4 that are not expected to be utilized.

For the three months ended June 30, 2023, the Company recorded a $3.0 million gain on sale of assets during the period associated with the closure of Legacy Sema4 facilities.

The Company identified indicators of impairment specifically with the modification of the sublease agreement, see Note 9, “Leases.” As a result, the Company recorded a $1.6 million impairment charge within impairment loss in the Company’s condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2023, of which $0.8 million was allocated to the building under finance lease associated with the sublease.

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


	Three months ended June 30,
	2023		2022
Cost of services	$	1,233	$	3,316
Research and development	4,656		1,989
Selling and marketing	—		1
General and administrative	937		1,321
Total depreciation and amortization expenses	$	6,826	$	6,627


	Six months ended June 30,
	2023		2022
Cost of services	$	1,822	$	6,132
Research and development	5,508		3,838
Selling and marketing	2		2
General and administrative	4,624		2,458
Total depreciation and amortization expenses	$	11,956	$	12,430

Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Restricted Stock Units Outstanding
Restricted Stock Units Outstanding (in shares) \| shares	855,061
Restricted Stock Units Granted (in shares) \| shares	1,534,210
Restricted Stock Units Vested (in shares) \| shares	(213,955)
Restricted Stock Units Forfeited (in shares) \| shares	(233,606)
Restricted Stock Units Outstanding (in shares) \| shares	1,941,710
Weighted Average Grant Date Fair Value Per Unit
Weighted Average Grant Date Fair Value Per Unit (in dollar per share) \| $ / shares	$ 77.88
Restricted Stock Units Granted (in dollars per share) \| $ / shares	9.90
Restricted Stock Units Vested (in dollars per share) \| $ / shares	60.17
Restricted Stock Units Forfeited (in dollars per share) \| $ / shares	100.79
Weighted Average Grant Date Fair Value Per Unit (in us dollar per share) \| $ / shares	$ 20.86

Commitments and Contingencies (Details) $ in Millions	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Purchase commitment, remaining minimum amount committed	$ 1.4

Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) - Class A common stock - Common Stock

6 Months Ended

Jun. 30, 2022

Shares issued for acquisition (in shares)

2,424,243

^[1]

Escrow Agent

Shares issued for acquisition (in shares)

251,965

[1]

Of the 2.4 million shares issued for acquisition, 251,965 shares were held by an escrow agent for a one year escrow period. During this period, the seller retained all rights with respect to the escrow shares, including voting rights and rights to receive dividends and other distributions on such escrow shares.

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Depreciation and amortization expense	$ 6,826	$ 6,627	$ 11,956	$ 12,430
Software amortization expense	4,700	$ 1,700	5,700	$ 3,300
Gain on auction sale	3,000
Impairment loss			1,600
Capitalized software
Property, Plant and Equipment [Line Items]
Accelerated amortization charge	$ 3,400
Building
Property, Plant and Equipment [Line Items]
Finance lease, impairment loss			$ 800

Organization and Description of Business (Details)		6 Months Ended
Organization and Description of Business (Details)	May 04, 2023	Jun. 30, 2023	Apr. 29, 2022
Organization and Description of Business [Line Items]
Reverse stock split, conversion ratio	0.03	0.03
Legacy 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		4.0000

Leases - Schedule of Supplemental Information Related to Leases (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Weighted-average remaining lease term (years)
Operating leases (in years)	10 years 3 months 18 days
Finance leases (in years)	11 years 6 months
Weighted-average discount rate
Operating leases (as percent)	6.30%
Finance leases (as percent)	7.80%
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$ 2,117
Operating cash flows from finance leases	946
Financing cash flows from finance lease	$ 1,221

Segment Reporting - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Revenue	$ 48,706	$ 36,169	$ 91,845	$ 90,110
Depreciation and amortization	6,826	6,627	11,956	12,430
Stock-based compensation	108	22,721	156	40,280
Restructuring charges			777
Gross margin (loss)	18,757	(29,598)	33,993	(23,973)
Diagnostic test revenue:
Segment Reporting Information [Line Items]
Revenue	46,635	34,004	88,485	86,499
Patients with third-party insurance
Segment Reporting Information [Line Items]
Revenue	30,573	21,398	55,902	68,860
Institutional customers
Segment Reporting Information [Line Items]
Revenue	15,748	11,120	31,808	15,151
Self-pay patients
Segment Reporting Information [Line Items]
Revenue	314	1,486	775	2,488
Other revenue
Segment Reporting Information [Line Items]
Revenue	2,071	$ 2,165	3,360	$ 3,611
Operating Segments
Segment Reporting Information [Line Items]
Revenue	48,706		91,845
Adjusted cost of services	28,452		57,358
Adjusted gross margin (loss)	20,254		34,487
Depreciation and amortization	1,233		1,822
Stock-based compensation	251		(1,415)
Restructuring charges	13		87
Gross margin (loss)	18,757		33,993
Legacy GeneDx
Segment Reporting Information [Line Items]
Revenue	45,226		85,919
Legacy GeneDx \| Diagnostic test revenue:
Segment Reporting Information [Line Items]
Revenue	43,155		82,559
Legacy GeneDx \| Patients with third-party insurance
Segment Reporting Information [Line Items]
Revenue	27,093		49,976
Legacy GeneDx \| Institutional customers
Segment Reporting Information [Line Items]
Revenue	15,748		31,808
Legacy GeneDx \| Self-pay patients
Segment Reporting Information [Line Items]
Revenue	314		775
Legacy GeneDx \| Other revenue
Segment Reporting Information [Line Items]
Revenue	2,071		3,360
Legacy GeneDx \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	45,226		85,919
Adjusted cost of services	28,452		55,278
Adjusted gross margin (loss)	16,774		30,641
Depreciation and amortization	1,233		1,709
Stock-based compensation	251		556
Restructuring charges	13		56
Gross margin (loss)	15,277		28,320
Legacy Sema4
Segment Reporting Information [Line Items]
Revenue	3,480		5,926
Legacy Sema4 \| Diagnostic test revenue:
Segment Reporting Information [Line Items]
Revenue	3,480		5,926
Legacy Sema4 \| Patients with third-party insurance
Segment Reporting Information [Line Items]
Revenue	3,480		5,926
Legacy Sema4 \| Institutional customers
Segment Reporting Information [Line Items]
Revenue	0
Legacy Sema4 \| Self-pay patients
Segment Reporting Information [Line Items]
Revenue	0
Legacy Sema4 \| Other revenue
Segment Reporting Information [Line Items]
Revenue	0		0
Legacy Sema4 \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	3,480		5,926
Adjusted cost of services	0		2,080
Adjusted gross margin (loss)	3,480		3,846
Depreciation and amortization	0		113
Stock-based compensation	0		(1,971)
Restructuring charges	0		31
Gross margin (loss)	$ 3,480		$ 5,673

Long-Term Debt - Loan and Security Agreement (Details) - SVB Agreement	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($)	Dec. 31, 2021 USD ($)	Nov. 15, 2021 USD ($)
Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility			$ 125,000,000
Interest rate			4.00%
Payments of debt issuance costs		$ 500,000
Debt instrument, debt issuance costs, each anniversary	$ 500,000
Total	$ 1,000,000
Existing issued and outstanding	65.00%
Line of credit facility borrowing capacity	$ 135,000,000
Number of borrowers	1.25
Trailing period for minimum revenue targets	6 months
Outstanding borrower	$ 50,000,000
Long-term line of credit	$ 0
Letter of Credit
Debt Instrument [Line Items]
Revolving credit facility			$ 20,000,000

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment and Depreciation and Amortization Expense

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


	As of June 30, 2023		As of December 31, 2022
Laboratory equipment	$	35,694	$	41,255
Equipment under finance leases	15,328		21,384
Leasehold improvements	32,352		35,561
Capitalized software	32,171		32,171
Building under finance lease	8,059		6,276
Construction in-progress	7,472		3,386
Computer equipment	9,148		9,177
Furniture, fixtures and other equipment	3,657		3,777
Total property and equipment	143,881		152,987
Less: accumulated depreciation and amortization	(100,549)		(101,460)
Property and equipment, net	$	43,332	$	51,527

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


	Three months ended June 30,
	2023		2022
Cost of services	$	1,233	$	3,316
Research and development	4,656		1,989
Selling and marketing	—		1
General and administrative	937		1,321
Total depreciation and amortization expenses	$	6,826	$	6,627


	Six months ended June 30,
	2023		2022
Cost of services	$	1,822	$	6,132
Research and development	5,508		3,838
Selling and marketing	2		2
General and administrative	4,624		2,458
Total depreciation and amortization expenses	$	11,956	$	12,430

Stock-Based Compensation - Schedule of Stock Option Activity (Details) - Class A Common Stock	3 Months Ended	6 Months Ended
	Jun. 30, 2023 $ / shares shares	Jun. 30, 2023 $ / shares shares
Stock Options Outstanding
Beginning balance (in shares) \| shares		798,873
Options granted (in shares) \| shares	0	0
Options exercised (in shares) \| shares		(50,444)
Options forfeited and cancelled (in shares) \| shares		(92,263)
Ending balance (in shares) \| shares	656,166	656,166
Options outstanding, exercisable at end of period (in shares) \| shares	428,231	428,231
Weighted Average Exercise Price
Weighted-average exercise price (in dollars per share) \| $ / shares		$ 49.83
Weighted average exercise price, options granted (in dollars per share) \| $ / shares		0
Weighted average exercise price, options exercised (in dollars per share) \| $ / shares		5.05
Weighted average exercise price, options forfeited and cancelled (in dollars per share) \| $ / shares		114.87
Weighted-average exercise price (in dollars per share) \| $ / shares	$ 47.85	47.85
Weighted average exercise price, options exercisable (in dollars per share) \| $ / shares	$ 36.41	$ 36.41

Net Income (loss) per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Share

Basic and diluted loss per share attributable to common stockholders was calculated as follows (amounts in thousands, except for share and per share amounts):


	Three months ended June 30,
	2023		2022
Numerator:
Net (loss) income attributable to common stockholders	$	(46,719)	$	(85,742)
Denominator:
Denominator for basic and diluted earnings per share-weighted-average common shares	25,418,358		10,234,910
Basic and diluted earnings (loss) income per share	$	(1.84)	$	(8.38)


	Six months ended June 30,
	2023		2022
Numerator:
Net (loss) income attributable to common stockholders	$	(107,708)	$	(162,638)
Denominator:
Denominator for basic and diluted earnings per share-weighted-average common shares	22,754,948		8,827,829
Basic and diluted earnings (loss) income per share	$	(4.73)	$	(18.42)

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

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:


	As of June 30,
	2023	2022
Outstanding options and RSUs to purchase Class A common stock	2,597,876	1,722,560
Outstanding warrants	666,515	666,515
Outstanding earn-out shares	555,216	508,556
Outstanding earn-out RSUs	21,196	67,855
Total	3,840,803	2,965,486

Stock-Based Compensation - Schedule of Assumptions (Details) - Options to purchase common stock	6 Months Ended
	Jun. 30, 2022 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	65.20%
Expected term (in years)	5 years 5 months 23 days
Risk-free interest rate	1.65%
Fair value of Class A common stock (in dollars per share)	$ 72.60
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	75.00%
Expected term (in years)	6 years 25 days
Risk-free interest rate	3.03%
Fair value of Class A common stock (in dollars per share)	$ 113.85

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Long-Term Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

Loan and Security Agreement (the “SVB Agreement”)

On November 15, 2021, the Company and Sema4 OpCo, Inc. (together, the “Borrower”) entered into a Loan and Security Agreement (the “SVB Agreement”) with Silicon Valley Bank (“SVB”). The SVB Agreement provides for a revolving credit facility (the “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. In connection with entering into the SVB agreement, the Company paid $0.5 million in debt issuance costs during 2021. The Company will pay an additional $0.5 million in fees to SVB at each anniversary of the SVB Agreement date for a total of $1.0 million and these fees are recorded in other current liabilities and other liabilities in the condensed consolidated

balance sheets as of June 30, 2023. These costs are capitalized and amortized on a straight-line basis over the contractual term. Any unused fees charged on the Revolver is expensed as incurred.

The obligations under the SVB Agreement are secured by a first priority perfected security interest in substantially all of the Borrower’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 was in compliance with all covenants as of June 30, 2023.

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 would be honored in accordance with and pursuant to the terms thereof. On March 27, 2023, First Citizens BancShares, Inc. purchased all of the assets and liabilities of Silicon Valley Bridge Bank, N.A. from the FDIC.

No amounts had been drawn under the SVB Agreement as of June 30, 2023.

2016 Funding Commitment

In June 2017, ISMMS assigned a loan funding commitment from the Connecticut Department of Economic and Community Development (“DECD”) to the Company (as amended, the “DECD Loan Agreement”), to support the Genetic Sequencing Laboratory Project in Branford, Connecticut, with funding based on the achievement of certain project development phases. The DECD Loan Agreement, provides for a total loan commitment of $15.5 million at a fixed annual interest rate of 2.0% for a term of 10 years. The Company is required to make interest-only payments through July 2023 and principal and interest payments commencing in August 2023. The final payment of principal and interest is due in July 2028. However, under the terms of the DECD Loan Agreement, the DECD may grant partial principal loan forgiveness of up to $12.3 million in the aggregate. Such forgiveness is contingent upon the Company achieving job creation and retention milestones and $4.5 million has been forgiven as of June 30, 2023. This commitment is collateralized by providing a security interest in certain machinery and equipment the Company acquired from ISMMS, as defined in a separate security agreement.

In January 2023, the Company amended the DECD Loan Agreement, which resulted in the Company agreeing to pay $2.0 million in principal, obtaining $2.8 million in debt forgiveness for achieving its Phase 2 job milestone, and agreeing to two new forgiveness milestone targets for its Phase 3 job milestone (eligible for $2 million in forgiveness) and the final phase job milestone (eligible for $1 million in forgiveness) (the “2022 Amended DECD Loan Agreement”). Upon execution of this amendment in January 2023, the Company 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 31, 2022 and the Company recognized the debt forgiveness as other income in the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2023. The terms of the 2022 Amended DECD Loan Agreement require the Company to make interest-only payments through July 2024 and principal and interest payments commencing in August 2024 through July 2029 at the same fixed annual interest rate of 2.0%.

The outstanding loan balance from the DECD Loan Agreement was $6.3 million as of June 30, 2023.

Maturities of Long-Term Debt

As of June 30, 2023, long-term debt matures as follows (in thousands):



2023 (remainder of year)	$	—
2024	497
2025	1,211
2026	1,234
2027	1,260
Thereafter	2,048
Total maturities of long-term debt	6,250
Less: current portion of long-term debt	—
Total long-term debt, net of current maturities	$	6,250

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2019	Jun. 01, 2017
Related Party Transaction [Line Items]
Revenue	$ 48,706	$ 36,169	$ 91,845	$ 90,110
Commitment to receive future capital contributions							$ 55,000
Payables	54,767		54,767		$ 84,878
Purchase Of Diagnostic Testing Kits And Materials
Related Party Transaction [Line Items]
Purchases from related party			1,500
Purchase Of Diagnostic Testing Kits And Materials \| Cost of services
Related Party Transaction [Line Items]
Purchases from related party	700		800
Transition Services Agreement \| OPKO
Related Party Transaction [Line Items]
Receivables related to acquisition closing working capital adjustment					1,300
Affiliated Entities \| Purchase Of Diagnostic Testing Kits And Materials
Related Party Transaction [Line Items]
Payables	100		100		400
Related Party
Related Party Transaction [Line Items]
Revenue	700	300	1,400	300
Cumulative funding drawn						$ 55,000
Other current liabilities	4,338		4,338		3,593
Related Party \| Service Agreements
Related Party Transaction [Line Items]
Related party costs	1,400	2,300	3,300	4,200
Payables	3,300		3,300		2,400
Related Party \| Transition Services Agreement \| OPKO
Related Party Transaction [Line Items]
Related party costs	400	$ 300	1,200	$ 300
Payables	$ 900		$ 900		$ 400

Restructuring Costs

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Restructuring Costs

During the six months ended June 30, 2023, the Company’s strategic realignment was completed by 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. As a result, the Company eliminated approximately 500 positions, and ceased operations at its Stamford, CT laboratory. When combined with the Company’s prior reductions in workforce during 2022, the exit resulted in the elimination of approximately 32.5% of the Company’s workforce which existed at the time of the announcement.

The table below provides certain information concerning restructuring activity during the six months ended June 30, 2023:


	Reserve Balance at December 31, 2022		Charged to Costs and Expenses		Payments and Other		Reserve Balance at June 30, 2023
Severance	$	4,770	$	759	$	(4,499)	$	1,030
Others	$	253	$	18	$	(254)	$	17
Total	5,023		$	777	$	(4,753)	$	1,047

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

Business Combinations

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combinations

CMLS/Legacy Sema4 Business Combination

On July 22, 2021, the Company consummated the Business Combination (as defined in Note 1) and received net cash proceeds of $510.0 million.

Pursuant to the Business Combination, the following occurred:

•Holders of 309 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 $330.00 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 $230.7 million of cash and the Legacy Sema4 stockholders receiving an aggregate of 5,404,131 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 1,060,607 newly-issued shares of Class A common stock at a purchase price of $330.00 per share for an aggregate purchase price of $350,000,000 (the “Business Combination PIPE Investment”). Concurrently with the closing of the Business Combination, the Company consummated the Business Combination PIPE Investment.

•After giving effect to the Business Combination Merger, the redemption of public shares and the conversion of the CMLS Class B common stock as described above, and the consummation of the Business Combination PIPE Investment, there were 7,278,498 shares of the Company’s Class A common stock issued and outstanding.

In 2021, the Company recorded $51.8 million of transaction costs which consisted of direct, incremental legal, professional, accounting, and other third-party fees that were directly related to the execution of the Business Combination Merger in additional paid-in capital. Upon consummation of the Business Combination 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. At the closing of the Acquisition, the Company paid OPKO gross cash consideration of $150 million (before deduction of transaction expenses and other customary purchase price adjustments) and issued to OPKO 2.4 million shares of the Company’s Class A common stock ($172 million based on the closing date share price of $70.95 per share). A portion of this cash and stock consideration was held in escrow for a one year escrow period ending in May 2023. During the six months ended June 30, 2023, the Company completed the net working capital settlement with OPKO and released the remaining escrowed amount recorded in restricted cash. In addition, a portion of the $150 million was payable following the closing of the Acquisition due to the achievement of the first revenue-based milestone for the fiscal year ended December 31, 2022 and the remaining milestone payment up to $37.5 million will be payable if certain revenue-based milestones are achieved for the fiscal year ending December 31, 2023. During the six months ended June 30, 2023, the first Milestone Payment became due and payable in full and resulted in the issuance of 701,460 shares of the Company’s Class A common stock on April 14, 2023. The remaining milestone payment, 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 $160.38 per share, subject to adjustment for stock splits and similar changes), with such mix to be determined in the Company’s sole discretion. Concurrently with the closing of the Acquisition, the Company also issued and sold in a private placement 1,515,152 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 Legacy GeneDx (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 17, “Goodwill and Intangible Assets” for more detail.

The amounts above represent the fair value estimates at the time of the Acquisition and adjustments during the measurement period which is complete.

Revenue Recognition - Narrative (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Loss Contingencies [Line Items]
Increase (decrease) adjustment to revenue		$ 3.5	$ (30.1)			$ (24.2)
Deferred costs to fulfill contracts		0.1		$ 0.1			$ 0.3
Amortization of deferred costs		0.5	$ 0.7	1.1	$ 1.0
Certain Payor Matters
Loss Contingencies [Line Items]
Total settlement amount	$ 42.0
Settlement period	4 years
Settlement amount, first installment payment	$ 15.0
Settlement amount, next installment payment	$ 5.0
Liability reserve, potential recoupments, current		$ 34.7		$ 34.7
Liability reserve, potential recoupments, noncurrent							$ 39.0

Leases - Schedule of Assets and Liabilities, Lessee (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Assets
Operating lease assets	$ 33,684	$ 32,758
Finance lease assets	$ 8,761	8,604
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net
Total lease assets	$ 42,445	41,362
Liabilities
Operating	2,645	2,409
Finance	2,701	3,712
Non-current
Operating	$ 45,826	44,468
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term lease liabilities
Finance	$ 17,922	15,545
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term lease liabilities
Total liabilities	$ 69,094	$ 66,134
Short-term lease liabilities
Liabilities
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Short-term lease liabilities
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Short-term lease liabilities

Subsequent Events (Details)	Jul. 21, 2023 shares
Class A common stock \| Subsequent Event \| 2023 Equity Inducement Plan
Subsequent Event [Line Items]
Number of share reserved for issuance (in shares)	500,000

Business Combinations - Narrative (Details)					1 Months Ended	6 Months Ended
Business Combinations - Narrative (Details)	Apr. 14, 2023 shares	Apr. 29, 2022 USD ($) $ / shares shares	Jul. 22, 2021 USD ($) $ / shares shares	Feb. 09, 2021 USD ($) $ / shares shares	Apr. 30, 2023 shares	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Restricted cash						$ 900,000		$ 14,370,000
Class A Common Stock \| Private Placement
Business Acquisition [Line Items]
Sale of stock (in shares) \| shares		1,515,152
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 issuable (in shares) \| shares				1,060,607
Price per shares (in dollars per share) \| $ / shares				$ 330.00
Number of shares public offering				$ 350,000,000
Number of shares issued and outstanding (in shares) \| shares			7,278,498
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 \| Class A Common Stock
Business Acquisition [Line Items]
Number of shares issuable (in shares) \| shares			309
Price per shares (in dollars per share) \| $ / shares			$ 330.00
Number of shares public offering			$ 101,880
CMLS Holdings LLC \| Common Class B
Business Acquisition [Line Items]
Number of shares issuable (in shares) \| shares			5,404,131
Share conversion ratio			0.01
Legacy Sema4 shareholder payout			$ 230,700,000
Legacy GeneDx
Business Acquisition [Line Items]
Number of shares issuable (in shares) \| shares					701,460
Payments to acquire businesses, gross		$ 150,000,000
Restricted cash						12,100,000
Business combination, contingent consideration arrangements						150,000,000		150,000,000
Legacy GeneDx \| Forecast
Business Acquisition [Line Items]
Business combination, contingent consideration arrangements							$ 37,500,000
Legacy GeneDx \| Contingent Consideration, Milestone One
Business Acquisition [Line Items]
Business combination, contingent consideration arrangements						$ 112,500,000		$ 112,500,000
Legacy GeneDx \| Class A Common Stock
Business Acquisition [Line Items]
Number of shares issuable (in shares) \| shares	701,460	2,400,000				701,460
Price per shares (in dollars per share) \| $ / shares		$ 70.95				$ 160.38
Business acquisition issued value assigned		$ 172,000,000
Public per share (in dollars per share) \| $ / shares		$ 160.38

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. As such, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto as of and for the years ended December 31, 2022, 2021 and 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 16, 2023 (the “Annual Report”).

The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments that are necessary to state fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results of operations or cash flows for a full year or any subsequent interim period.

The Company’s historical financial information includes costs of certain services historically provided by Icahn School of Medicine at Mount Sinai (“ISMMS”) pursuant to a Transition Services Agreement (“TSA”) and service agreements. See Note 7, “Related Party Transactions”.

Although the Company has incurred recurring losses in each year since inception, the Company expects its cash and cash equivalents will be sufficient to fund operations for at least the next twelve months from the date of filing of this Quarterly Report on Form 10-Q.

Reverse Stock Split

On May 4, 2023, at the commencement of trading, the Company effected a 1-for-33 reverse stock split. Accordingly, all share and per share amounts for the periods presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split. No fractional shares were issued in connection with the reverse stock split.

Reclassifications

Certain reclassifications have been made to the prior year unaudited condensed consolidated financial statements in order to conform to the current year’s presentation.

Summary of Significant Accounting Policies

There have been no material changes to the Company’s critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in the Company’s audited consolidated financial statements and notes thereto included within its Annual Report on Form 10-K for the year ended December 31, 2022.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the 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. As of June 30, 2023, 99% of the Company’s cash, cash equivalents and marketable securities was held in high-quality institutions designated as systematically important financial institutions.

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 self-pay patient and, if applicable, the third-party payor that reimburses the Company on the patient’s behalf when evaluating the concentration of credit risk. Significant patients and payors are those that represent more than 10% of the Company’s total revenues for the period or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of June 30, 2023 and December 31, 2022 were primarily from managed care insurance companies, institutional billed accounts, and data arrangements. There was no individual patient or client that accounted for 10% or more of the Company’s revenue or accounts receivable for any of the periods presented. The Company does not require collateral as a means to mitigate patient or payor credit risk.

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


	Revenue				Accounts Receivable
	Three months ended June 30,		Six months ended June 30,		As of June 30,	As of December 31,
	2023	2022	2023	2022	2023	2022
Payor B(1)	14%	*	14%	*	*	14%
Payor C	*	12%	*	10%	*	*
Payor D	*	10%	*	10%	*	*
Payor E	28%	19%	26%	*	15%	14%

*less than 10%

__________________

(1) This payor 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 14% and 13% of purchases for the three months ended June 30, 2023 and 2022, respectively and 14% and 13% for the six months ended June 30, 2023 and 2022. 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.

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 primarily in money market funds, and U.S. treasury, corporate and municipal bonds. 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 in the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands):


	As of June 30, 2023		As of December 31, 2022
Cash and cash equivalents	$	156,655	$	123,933
Restricted cash	900		14,370
Total	$	157,555	$	138,303

The remaining balance of $12.1 million in restricted cash held in escrow related to the closing of the Acquisition was released upon expiration of the one year escrow period in May 2023. Therefore, restricted cash as of June 30, 2023 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 are estimated and recorded in the period the related revenue is recorded. The accounts receivable balance as of June 30, 2023 and December 31, 2022 included $2.9 million and $1.5 million, respectively, of unbilled receivables. During the quarter ended June 30, 2023, the Company did not record provisions for doubtful accounts. The Company did not write-off any accounts receivable balances during the period presented.

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 six months ended June 30, 2023, the Company recognized an inventory write-off of $2.6 million for obsolete inventory.

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 June 30, 2023, this loan is recorded at its carrying value of $6.3 million in the consolidated balance sheet. The fair value of the loan is $4.7 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 Business Combination Merger in July 2021, there were 666,516 warrants to purchase shares of Class A common stock outstanding, including 447,223 public warrants and 219,293 private placement warrants. As of December 31, 2022, there were 666,515 warrants to purchase shares of Class A common stock outstanding, including 447,222 public warrants and 219,293 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 $379.50 per share, subject to adjustment, at any time commencing on September 4, 2021.

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

•in whole and not in part;

•at a price of $0.33 per public warrant;

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

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

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

•in whole and not in part;

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

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

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

The private placement warrants were issued to CMLS Holdings, LLC, Mr. Munib Islam, Dr. Emily Leproust and Mr. Nat Turner, and are identical to the public warrants underlying the units sold in the initial public offering, except that (1) the private placement warrants and the common stock issuable upon the exercise of the private placement warrants would not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the private placement warrants are exercisable on a cashless basis, (3) the private placement warrants are non-redeemable (except as described above, upon a redemption of warrants when the price per share of Class A common stock equals or exceeds $330.00) so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the private placement warrants and the common stock issuable upon the exercise of the private placement warrants have certain registration rights. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

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, 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 $160.38 per share for a maximum of 935,280 shares.

Subject to the terms and conditions of the Acquisition Merger Agreement, (a) the first Milestone Payment was paid out in full through the issuance of 701,460 shares valued at $112.5 million in April 2023 as the revenue of the Legacy GeneDx group for the fiscal year 2022 exceeded $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 second Milestone Payment will become payable in respect of the second milestone period if the Legacy GeneDx group achieves 90% of the Milestone Event revenue target for such period, which amount will scale on a linear basis up to 100% of the second Milestone Payment at 100% of the revenue target. The first Milestone Payment resulted in the issuance of 701,460 shares of the Company’s Class A common stock on April 14, 2023. If the Company elects to pay in shares of Class A Common stock, the second Milestone Payment would require the issuance of up to 233,820 shares of the Company’s Class A common stock. The fair value of the second Milestone Payment was determined to be $1.0 million as of June 30, 2023 and is estimated using a Monte Carlo simulation valuation model and assuming the Company will pay the Milestone Payment in shares.

Earn-out Contingent Liability

In connection with the Business Combination Merger, all Legacy Sema4 stockholders and option holders at that time became entitled to a pro rata share of 576,412 earn-out shares and earn-out RSUs. In July 2023, the Company’s obligations to issue earn-out shares pursuant to the Business Combination Merger Agreement and shares pursuant to the earn-out RSUs expired as a result of the vesting conditions not being achieved. 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 condensed consolidated statements of operations and comprehensive loss.

The Company determined that the fair value of the earn-out shares issued to the Legacy Sema4 stockholders as of June 30, 2023 was zero. The estimated fair value of the earn-out is determined using a Monte Carlo simulation valuation model.

As for the earn-out RSUs for the Legacy Sema4 option holders, a total of 81,819 RSUs were granted on December 9, 2021. The vesting of such arrangement was 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 was greater than or equal to $429 (Triggering Event I), $495 (Triggering Event II) and $594 (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-based compensation expense is recognized over the longer of the expected achievement period for the market-based requirement and the service requirement. The Company recorded $0.8 million reduction in stock-based compensation expense in relation to the forfeiture of the earn-out RSUs by the Legacy Sema4 option holders for the six months ended June 30, 2023. In the event that any earn-out RSUs that were forfeited as a result of a failure to achieve the service requirement, the underlying shares would be reallocated on an annual basis to the Legacy Sema4 stockholders and to the Legacy Sema4 option holders who remained employed as of the date of such reallocation. The Company accounts for the re-allocations to Legacy Sema4 option holders as new grants.

Segment Information

Historically, the Company operated in one segment. During 2022, in connection with the Acquisition, 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 as such for the first half of 2023. The majority of the Company’s operations for the first quarter of 2022 are included in the Legacy Sema4 segment, and the majority of the GeneDx segment for 2022 was resultant from the Acquisition in 2022, and thus did not exist within the Company’s condensed consolidated results for the first quarter of 2022 and through the Acquisition date. See Note 16, “Segment Reporting”, for further information.

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

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. The Company adopted ASU 2016-13 effective January 1, 2023 and the adoption did not have material impact in the condensed consolidated statements of operations and comprehensive loss.

Recently Issued Accounting Pronouncements Not Yet Adopted

The Company has reviewed the recently issued Accounting Standards Update accounting pronouncements and does not believe that the adoption of any such pronouncements will have a material impact on its financial statements or related disclosures.

Fair Value Measurements - Schedule of Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Financial Liabilities:
Earn-out contingent liability	$ 0	$ 0
Fair Value, Recurring
Financial Liabilities:
Total financial liabilities	5,999	12,941
Fair Value, Recurring \| DECD loan
Financial Liabilities:
DECD loan	4,749	4,904
Fair Value, Recurring \| Contingent consideration based on milestone achievement
Financial Liabilities:
Earn-out contingent liability	1,030	7,619
Fair Value, Recurring \| Public warrant liability
Financial Liabilities:
Warrant liability	148	280
Fair Value, Recurring \| Private warrant liability
Financial Liabilities:
Warrant liability	72	138
Fair Value, Recurring \| Level 1
Financial Liabilities:
Total financial liabilities	148	280
Fair Value, Recurring \| Level 1 \| DECD loan
Financial Liabilities:
DECD loan	0	0
Fair Value, Recurring \| Level 1 \| Contingent consideration based on milestone achievement
Financial Liabilities:
Earn-out contingent liability	0	0
Fair Value, Recurring \| Level 1 \| Public warrant liability
Financial Liabilities:
Warrant liability	148	280
Fair Value, Recurring \| Level 1 \| Private warrant liability
Financial Liabilities:
Warrant liability	0	0
Fair Value, Recurring \| Level 2
Financial Liabilities:
Total financial liabilities	4,821	5,042
Fair Value, Recurring \| Level 2 \| DECD loan
Financial Liabilities:
DECD loan	4,749	4,904
Fair Value, Recurring \| Level 2 \| Contingent consideration based on milestone achievement
Financial Liabilities:
Earn-out contingent liability	0	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	72	138
Fair Value, Recurring \| Level 3
Financial Liabilities:
Total financial liabilities	1,030	7,619
Fair Value, Recurring \| Level 3 \| DECD loan
Financial Liabilities:
DECD loan	0	0
Fair Value, Recurring \| Level 3 \| Contingent consideration based on milestone achievement
Financial Liabilities:
Earn-out contingent liability	1,030	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

Business Combinations (Tables)

6 Months Ended

Jun. 30, 2023

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 Legacy GeneDx (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 17, “Goodwill and Intangible Assets” for more detail.

Long-Term Debt - 2016 Funding Commitment (Details) $ in Thousands	1 Months Ended		6 Months Ended
	Jan. 31, 2023 USD ($) milestone	Jun. 30, 2017 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)
Debt Instrument [Line Items]
Long-term debt principal payments			$ 2,000	$ 0
DECD Loan Agreement
Debt Instrument [Line Items]
Total funding commitment		$ 15,500
Interest rate	2.00%	2.00%
Administrative expenses over period		10 years
Maximum loan forgiveness			12,300
Debt forgiven			4,500
Number of forgiveness milestones \| milestone	2
Outstanding loan balance			$ 6,300
DECD Loan Agreement, Phase 2 Funding
Debt Instrument [Line Items]
Debt forgiven	$ 2,750
Long-term debt principal payments	2,000
DECD Loan Agreement, Phase 3 Funding
Debt Instrument [Line Items]
Debt forgiveness eligible	2,000
DECD Loan Agreement, Final Phase Funding
Debt Instrument [Line Items]
Debt forgiveness eligible	$ 1,000

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities
Net loss	$ (107,708)	$ (162,638)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	18,968	14,767
Impairment loss	2,120	0
Gain on sale of assets	(2,954)	0
Stock-based compensation expense	156	40,280
Gain on debt forgiveness	(2,750)	0
Change in fair value of warrant and earn-out contingent liabilities	(94)	(41,372)
Deferred tax benefit	(343)	(49,077)
Provision for excess and obsolete inventory	2,620	347
Third party payor reserve release	(4,308)	0
Non-cash lease expense	155	331
Amortization of deferred debt issuance costs	257	257
Change in operating assets and liabilities:
Accounts receivable	10,174	2,357
Inventory	(486)	(2,282)
Prepaid expenses and other current assets	5,476	2,910
Due to/from related parties	256	(1,325)
Other assets	416	(1,126)
Accounts payable and accrued expenses	(25,399)	35,712
Contract liabilities	0	(473)
Other current liabilities	(5,617)	(4,807)
Net cash used in operating activities	(109,061)	(166,139)
Investing activities
Consideration on escrow paid for GeneDx acquisition	(12,144)	(127,004)
Purchases of property and equipment	(2,762)	(2,748)
Proceeds from sale of assets	3,634	0
Development of internal-use software assets	(461)	(4,458)
Net cash used in investing activities	(11,733)	(134,210)
Financing activities
Proceeds from PIPE issuance, net of issuance costs	0	197,712
Proceeds from offerings, net of issuance costs	143,002	0
Long-term debt principal payment	(2,000)	0
Finance lease principal payments	(784)	(1,634)
Finance lease payoff	(438)	0
Exercise of stock options	266	1,819
Net cash provided by financing activities	140,046	197,897
Net increase (decrease) in cash, cash equivalents and restricted cash	19,252	(102,452)
Cash, cash equivalents and restricted cash, at beginning of period	138,303	401,469
Cash, cash equivalents and restricted cash, at end of period	157,555	299,017
Supplemental disclosures of cash flow information
Cash paid for interest	946	1,193
Cash paid for taxes	1,003	365
Stock consideration paid for purchase of business	6,692	172,000
Purchases of property and equipment in accounts payable and accrued expenses	109	3,243
Software development costs in accounts payable and accrued expenses	0	1,118
Unpaid deferred transaction costs included in accounts payable and accrued expenses	$ 0	$ 53

Condensed Consolidated Statement of Stockholders' Equity - USD ($)
$ in Thousands

Total

Registered Direct Offering

IPO

Preferred Stock

Additional paid-in capital

Registered Direct Offering

Additional paid-in capital

IPO

Accumulated deficit

Class A Common Stock

Common Stock

Class A Common Stock

Common Stock

Registered Direct Offering

Class A Common Stock

Common Stock

IPO

Beginning balance, preferred stock (in shares) at Dec. 31, 2021

Beginning balance at Dec. 31, 2021

$ 388,103

$ 0

$ 963,543

$ (575,441)

$ 1

Beginning balance, common stock (in shares) at Dec. 31, 2021

7,352,958

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(162,638)

Common stock issued pursuant to stock option exercises (in shares)

191,672

Common stock issued pursuant to stock option exercises

1,870

Stock-based compensation expense

40,280

Vested restricted stock units converted to common stock (in shares)

28,001

Issuance of Class A common shares in underwritten public offering, net of issuance costs (in Shares)

1,515,152

Issuance of Class A common shares in underwritten public offering, net of issuance costs

197,659

Shares issued for acquisition (in shares)

^[1]

2,424,243

Shares issued for acquisition

^[1]

172,000

Ending balance, preferred stock (in shares) at Jun. 30, 2022

Ending balance at Jun. 30, 2022

637,274

$ 0

1,375,352

(738,079)

$ 1

Ending balance, common stock (in shares) at Jun. 30, 2022

11,512,026

Beginning balance, preferred stock (in shares) at Mar. 31, 2022

Beginning balance at Mar. 31, 2022

329,444

$ 0

981,780

(652,337)

$ 1

Beginning balance, common stock (in shares) at Mar. 31, 2022

7,428,924

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(85,742)

Common stock issued pursuant to stock option exercises (in shares)

127,778

Common stock issued pursuant to stock option exercises

1,192

Stock-based compensation expense

22,721

Vested restricted stock units converted to common stock (in shares)

15,929

Issuance of Class A common shares in underwritten public offering, net of issuance costs (in Shares)

1,515,152

Issuance of Class A common shares in underwritten public offering, net of issuance costs

197,659

Shares issued for acquisition (in shares)

^[1]

2,424,243

Shares issued for acquisition

^[1]

172,000

Ending balance, preferred stock (in shares) at Jun. 30, 2022

Ending balance at Jun. 30, 2022

$ 637,274

$ 0

1,375,352

(738,079)

$ 1

Ending balance, common stock (in shares) at Jun. 30, 2022

11,512,026

Beginning balance, preferred stock (in shares) at Dec. 31, 2022

Beginning balance at Dec. 31, 2022

$ 253,705

$ 0

1,378,125

(1,124,421)

$ 1

Beginning balance, common stock (in shares) at Dec. 31, 2022

11,773,065

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

$ (107,708)

(107,708)

Common stock issued pursuant to stock option exercises (in shares)

50,444

Common stock issued pursuant to stock option exercises

266

Stock-based compensation expense

155

Vested restricted stock units converted to common stock (in shares)

213,955

Issuance of Class A common shares in underwritten public offering, net of issuance costs (in Shares)

676,868

12,315,752

Issuance of Class A common shares in underwritten public offering, net of issuance costs

$ 7,564

$ 135,439

$ 7,564

$ 135,438

$ 1

Issuance of Class A common shares for the first Milestone Payment (in shares)

701,460

Issuance of Class A common shares for the first Milestone Payment

$ 6,692

6,692

Fractional shares issued upon Reverse Stock Split (in shares)

29,603

Ending balance, preferred stock (in shares) at Jun. 30, 2023

Ending balance at Jun. 30, 2023

$ 296,113

$ 0

1,528,240

(1,232,129)

$ 2

Ending balance, common stock (in shares) at Jun. 30, 2023

25,761,147

Beginning balance, preferred stock (in shares) at Mar. 31, 2023

Beginning balance at Mar. 31, 2023

$ 328,469

$ 0

1,513,877

(1,185,410)

$ 2

Beginning balance, common stock (in shares) at Mar. 31, 2023

24,193,436

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net loss

(46,719)

Common stock issued pursuant to stock option exercises (in shares)

Common stock issued pursuant to stock option exercises

Stock-based compensation expense

107

Vested restricted stock units converted to common stock (in shares)

159,780

Issuance of Class A common shares in underwritten public offering, net of issuance costs (in Shares)

676,868

Issuance of Class A common shares in underwritten public offering, net of issuance costs

$ 7,564

Issuance of Class A common shares for the first Milestone Payment (in shares)

701,460

Issuance of Class A common shares for the first Milestone Payment

$ 6,692

6,692

Fractional shares issued upon Reverse Stock Split (in shares)

29,603

Ending balance, preferred stock (in shares) at Jun. 30, 2023

Ending balance at Jun. 30, 2023

$ 296,113

$ 0

$ 1,528,240

$ (1,232,129)

$ 2

Ending balance, common stock (in shares) at Jun. 30, 2023

25,761,147

[1]

Fair Value Measurements - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended	6 Months Ended		12 Months Ended
	Apr. 14, 2023 shares	Apr. 29, 2022 $ / shares shares	Apr. 30, 2023 USD ($) shares	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, net of current portion				$ 6,250	$ 6,250		$ 6,250
Cash and cash equivalents				156,655	156,655		123,933
Gain (loss) in fair value of warrant and contingent liabilities					0	$ (10,100)
Earn-out contingent liability				$ 0	$ 0		$ 0
Measurement Input, Revenue Multiple
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input				0.18	0.18
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input \| $ / shares				5.96	5.96
Stock price \| Earn-out contingent liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input \| $ / shares				5.96	5.96		8.58
Legacy GeneDx
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gain (loss) in fair value of warrant and contingent liabilities				$ (3,300)	$ 100
Business combination, contingent consideration arrangements				150,000	150,000		$ 150,000
Earn-out contingent liability				1,000	1,000
Business combination contingent consideration milestone payment for first year			$ 112,500
Business combination contingent consideration liability period 1					163,000		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 (percent)					80.00%
Business combination contingent consideration revenue target of milestone event (percent)					100.00%
Business combination contingent consideration percentage of milestone payment based on revenue target (percent)					100.00%
Number of shares issuable (in shares) \| shares			701,460
Legacy GeneDx \| Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gain (loss) in fair value of warrant and contingent liabilities				(200)
Legacy GeneDx \| Contingent Consideration, Milestone One
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration arrangements				112,500	$ 112,500		112,500
Legacy GeneDx \| Contingent Consideration, Milestone Two
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration arrangements				37,500	37,500		37,500
Earn-out contingent liability				$ 1,000	$ 1,000
Legacy GeneDx \| Class A common stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of shares issuable (in shares) \| shares	701,460	2,400,000			701,460
Price per shares (in dollars per share) \| $ / shares		$ 70.95		$ 160.38	$ 160.38
Legacy GeneDx \| Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination contingent consideration revenue target of milestone event (percent)					90.00%
OPKO \| Class A common stock \| Contingent Consideration, Milestone Two
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of shares issuable (in shares) \| shares	233,820
DECD loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, net of current portion				$ 6,300	$ 6,300
Level 2 \| DECD loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value				4,700	4,700
Level 1 \| Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value				121,300	121,300		$ 16,900
Level 1 \| US Treasury Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value				16,000	16,000
Level 1 \| Corporate and Municipal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value				$ 10,700	$ 10,700

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Purchase Obligations In the normal course of business, the Company enters into various purchase commitments primarily related to material and service agreements, laboratory supplies and software. As of June 30, 2023, the Company’s total future payments under noncancellable unconditional purchase commitments having a remaining term of over one year were $1.4 million. The Company enters into contracts with suppliers to purchase materials needed for diagnostic testing. These contracts generally do not require multiple-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 condensed 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 condensed consolidated financial condition or results of operations. Except as described below, the Company was not a party to any material legal proceedings as of June 30, 2023, nor is it a party to any material legal proceedings as of the date of issuance of these unaudited condensed consolidated financial statements. On September 7, 2022, a shareholder class action lawsuit was filed in the United States District Court for the District of Connecticut against the Company and certain of the Company’s current and former officers. Following the appointment of a lead plaintiff, an amended complaint was filed on January 30, 2023. As amended, 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. 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 Former Sponsor. 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 the Former Sponsor and certain individuals for breach of fiduciary duty as control persons. The suit seeks to recover unspecified damages on behalf of the alleged class, among other relief. After defendants moved to dismiss the case, plaintiff filed an amended complaint on July 6, 2023 The Company believes the allegations and claims made in the amended complaint are without merit. The Company is subject to certain claims for advancement and indemnification by the individual defendants in this proceeding.

Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (remainder of the year)	$ 7,012
2024	14,025
2025	14,025
2026	14,025
2027	14,025
Thereafter	116,525
Net Carrying Value	$ 179,637

Supplemental Financial Information - Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Current portion of long-term debt	$ 0
Nonrelated Party
Related Party Transaction [Line Items]
Accrued bonus	5,870	$ 8,429
Accrued payroll	1,479	3,905
Accrued benefits	4,534	1,529
Accrued commissions	970	1,656
Accrued severance	1,030	4,770
Current portion of long-term debt	0	4,750
Indemnification liabilities	0	13,470
Current portion of the contingent consideration liabilities	1,030	6,019
Other	5,004	5,177
Total	$ 19,917	$ 49,705

Goodwill and Intangible Assets - Schedule of Acquired Intangible Assets (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 196,000
Accumulated Amortization	16,363
Net Carrying Value	179,637
Tradenames and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	50,000
Accumulated Amortization	3,646
Net Carrying Value	$ 46,354
Weighted-Average Amortization Period (in years)	14 years 9 months 18 days
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 48,000
Accumulated Amortization	7,000
Net Carrying Value	$ 41,000
Weighted-Average Amortization Period (in years)	6 years 9 months 18 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 98,000
Accumulated Amortization	5,717
Net Carrying Value	$ 92,283
Weighted-Average Amortization Period (in years)	18 years 9 months 18 days

Property and Equipment - Components (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 143,881	$ 152,987
Less: accumulated depreciation and amortization	(100,549)	(101,460)
Property and equipment, net	43,332	51,527
Laboratory equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	35,694	41,255
Equipment under finance leases
Property, Plant and Equipment [Line Items]
Total property and equipment	15,328	21,384
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	32,352	35,561
Capitalized software
Property, Plant and Equipment [Line Items]
Total property and equipment	32,171	32,171
Building under finance lease
Property, Plant and Equipment [Line Items]
Total property and equipment	8,059	6,276
Construction in-progress
Property, Plant and Equipment [Line Items]
Total property and equipment	7,472	3,386
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	9,148	9,177
Furniture, fixtures and other equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,657	$ 3,777

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income tax benefit	$ 196	$ 49,077	$ 343	$ 49,077
Effective tax rate			0.33%

- Definition

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

+ References + Details

Related Party Transactions - Related Party Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Cost of services	$ 1,052	$ 1,731	$ 2,799	$ 3,015
Related party expenses	29,949	65,767	57,852	114,083
Related Party
Related Party Transaction [Line Items]
Cost of services	1,052	1,731	2,799	3,015
Related party expenses	1,649	1,348	2,464	2,404
Total related party costs	$ 2,701	$ 3,079	$ 5,263	$ 5,419

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

The CODM evaluates segment performance based on revenue and adjusted gross margin. Prior to the Acquisition, 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 the results for the three and six months ended June 30, 2022 have not been presented below.


(in thousands)	GeneDx		Legacy Sema4		Total
Three Months Ended June 30, 2023:
Revenue	$	45,226	$	3,480	$	48,706
Adjusted cost of services	28,452		—		28,452
Adjusted gross margin (loss)	16,774		3,480		20,254

Reconciliations:
Depreciation and amortization	1,233		—		1,233
Stock-based compensation	251		—		251
Restructuring charges	13		—		13
Gross margin (loss)	$	15,277	$	3,480	$	18,757


(in thousands)	GeneDx		Legacy Sema4		Total
Six Months Ended June 30, 2023:
Revenue	$	85,919	$	5,926	$	91,845
Adjusted cost of services	55,278		2,080		57,358
Adjusted gross margin (loss)	30,641		3,846		34,487

Reconciliations:
Depreciation and amortization	1,709		113		1,822
Stock-based compensation	556		(1,971)		(1,415)
Restructuring charges	56		31		87
Gross margin (loss)	$	28,320	$	5,673	$	33,993

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


	Three months ended June 30, 2023
	GeneDx		Legacy Sema4		Consolidated
Diagnostic test revenue:
Patients with third-party insurance	$	27,093	$	3,480	$	30,573
Institutional customers	15,748		—		$	15,748
Self-pay patients	314		—		314
Total diagnostic test revenue	43,155		3,480		46,635
Other revenue	2,071		—		2,071
Total	$	45,226	$	3,480	$	48,706


	Six months ended June 30, 2023
	GeneDx		Legacy Sema4		Consolidated
Diagnostic test revenue:
Patients with third-party insurance	$	49,976	$	5,926	$	55,902
Institutional customers	31,808				$	31,808
Self-pay patients	775				775
Total diagnostic test revenue	82,559		5,926		88,485
Other revenue	3,360		—		3,360
Total	$	85,919	$	5,926	$	91,845

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Apr. 30, 2022
GeneDx
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 0		$ 0		$ 0	$ 185,900
Trade Names, Trademarks And Developed Technology
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	2,300	$ 1,500	4,600	$ 1,500
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 1,200	$ 800	$ 2,400	$ 800

- Definition

+ References + Details

Supplemental Financial Information

6 Months Ended

Jun. 30, 2023

Other Liabilities Disclosure [Abstract]

Supplemental Financial Information

Accounts payable and accrued expenses consisted of the following (in thousands):


	As of June 30, 2023		As of December 31, 2022

Accounts payable	$	25,011	$	46,017
Accrued purchases	16,748		20,314
Reserves for refunds to insurance carriers	12,693		17,001
Other	315		1,546
Total	$	54,767	$	84,878

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


	As of June 30, 2022		As of December 31, 2022

Accrued bonus	$	5,870	$	8,429
Accrued payroll	1,479		3,905
Accrued benefits	4,534		1,529
Accrued commissions	970		1,656
Accrued severance	1,030		4,770
Current portion of long-term debt	—		4,750
Indemnification liabilities	—		13,470
Current portion of the contingent consideration liabilities	1,030		6,019
Other	5,004		5,177
Total	$	19,917	$	49,705

Revenue Recognition

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Disaggregated revenue

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


	Three months ended June 30,
	2023		2022
Diagnostic test revenue
Patients with third-party insurance	$	30,573	$	21,398
Institutional customers	15,748		11,120
Self-pay patients	314		1,486
Total diagnostic test revenue	46,635		34,004
Other revenue	2,071		2,165
Total	$	48,706	$	36,169


	Six months ended June 30,
	2023		2022
Diagnostic test revenue
Patients with third-party insurance	$	55,902	$	68,860
Institutional customers	31,808		15,151
Self-pay patients	775		2,488
Total diagnostic test revenue	88,485		86,499
Other revenue	3,360		3,611
Total	$	91,845	$	90,110

Reassessment of variable consideration

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

For the three months ended June 30, 2023, the quarterly change in estimate resulted in a net $3.5 million increase to revenue for tests in which the performance obligation of delivering the test results was met in prior periods, which reflected the partial release of a third party payor reserve established in prior periods. For the three months ended June 30, 2022, the quarterly change in estimate resulted in a net $30.1 million decrease to revenue for tests in which the performance obligation of delivering the test results was met in prior periods. $24.2 million of this decrease was related to the years December 31, 2021 and prior. The changes in estimate are a result of 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 settlements with third party payors. The quarterly changes in estimate did not result in material adjustments to the Company’s previously reported revenue or accounts receivable amounts.

Certain payor matters

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

do so in the future. If a third-party payor denies payment for testing or recoups money from the Company in a later period, reimbursement and the associated recognition of revenue for the Company’s testing services could decline.

As an integral part of the Company’s billing compliance program, in the third quarter of 2022, 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 to Legacy Sema4. 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 to Legacy Sema4 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 made on or before June 30, 2026. The first installment payment of $15.0 million was made on December 31, 2022 and the next installment of $5.0 million is due in December 2023. In consideration for these payments, the Payor has agreed to provide releases of the Disputed Claims, which releases became effective on or about March 31, 2023.

As a result of this matter, and in connection with a review of certain billing policies and procedures undertaken by management, the Company considered the need to establish reserves for potential recoupments of payments previously made by third-party payors. As of June 30, 2023, the Company continued to carry liabilities that were initially established as of June 30, 2022, as a result of this matter and other potential settlements with payors, as adjusted as of June 30, 2023, based on the current facts and an evaluation of anticipated results that the Company believes reasonable for all potential recoupments for all third-party payors combined. As of June 30, 2023 and December 31, 2022, $34.7 million and $39.0 million of liabilities were recorded in accounts payable and accrued expenses and other liabilities, respectively. See Note 15, “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

For certain long-term collaboration service agreements with original expected durations of more than one year, the Company’s obligations pursuant to such agreement represents partially unsatisfied performance obligations as of June 30, 2023. The revenues remaining under the agreements are estimated to be approximately $4.5 million. The Company expects to recognize the majority of this revenue over approximately the next 2 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 prepaid are expensed in line with the pattern of revenue recognition. Prepayment of amounts prior to the costs being incurred are recognized in the condensed consolidated balance sheets as current or non-current based upon forecasted performance.

As of June 30, 2023 and December 31, 2022, the Company had outstanding deferred costs to fulfill contracts of less than $0.1 million and $0.3 million, respectively, which were recorded as other current assets in the condensed consolidated balance sheets. The Company expect to make additional payments to ISMMS under an amended subcontract agreement with ISMMS.

Amortization of deferred costs was $0.5 million and $0.7 million for the three months ended and $1.1 million and $1.0 million for the six month ended June 30, 2023 and 2022, respectively. The amortization costs were recorded in the cost of services in the condensed consolidated statements of operations and comprehensive loss.

- Definition

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

+ References

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

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Total revenue	$ 48,706	$ 36,169	$ 91,845	$ 90,110
Cost of services (including related party expenses of $1,649 and $1,348 for the three months ended and $2,464 and $2,404 for the six months ended June 30, 2023 and 2022, respectively)	29,949	65,767	57,852	114,083
Gross profit (loss)	18,757	(29,598)	33,993	(23,973)
Research and development	17,138	27,168	31,730	48,483
Selling and marketing	15,182	32,827	28,634	58,456
General and administrative	37,341	71,325	81,030	118,027
Related party expenses	1,052	1,731	2,799	3,015
Impairment loss	0	0	2,120	0
Other, net	334	0	334	0
Loss from operations	(51,622)	(162,649)	(111,986)	(251,954)
Other income (expense), net:
Change in fair market value of warrant and earn-out contingent liabilities	3,547	28,182	94	41,372
Interest income	1,700	382	2,432	409
Interest expense	(626)	(790)	(1,393)	(1,598)
Other income, net	86	56	2,802	56
Total other (expense) income, net	4,707	27,830	3,935	40,239
Loss before income taxes	(46,915)	(134,819)	(108,051)	(211,715)
Income tax benefit	196	49,077	343	49,077
Net loss and comprehensive loss	(46,719)	(85,742)	(107,708)	(162,638)
Net loss and comprehensive loss	$ (46,719)	$ (85,742)	$ (107,708)	$ (162,638)
Weighted average shares outstanding, Class A common stock (in shares)	25,418,358	10,234,910	22,754,948	8,827,829
Weighted average shares outstanding, Class A common stock (in shares)	25,418,358	10,234,910	22,754,948	8,827,829
Basic net loss per share, Class A common stock (in dollars per share)	$ (1.84)	$ (8.38)	$ (4.73)	$ (18.42)
Diluted net loss per share, Class A common stock (in dollars per share)	$ (1.84)	$ (8.38)	$ (4.73)	$ (18.42)
Class A Common Stock
Other income (expense), net:
Weighted average shares outstanding, Class A common stock (in shares)	25,418,358	10,234,910	22,754,948	8,827,829
Weighted average shares outstanding, Class A common stock (in shares)	25,418,358	10,234,910
Basic net loss per share, Class A common stock (in dollars per share)	$ (1.84)	$ (8.38)	$ (4.73)	$ (18.42)
Diluted net loss per share, Class A common stock (in dollars per share)	$ (1.84)	$ (8.38)
Diagnostic test revenue
Total revenue	$ 46,635	$ 34,004	$ 88,485	$ 86,499
Other revenue
Total revenue	$ 2,071	$ 2,165	$ 3,360	$ 3,611

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

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


	June 30, 2023
Balance as of December 31, 2022	$	—
Additions	—
Measurement period adjustments	478
Impairment charges	(478)
Balance as of June 30, 2023	$	—

Schedule of Acquired Intangible Assets

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 as of June 30, 2023 (in thousands):


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted-Average Amortization Period (in years)
Tradenames and trademarks	$	50,000	$	3,646	$	46,354	14.8
Developed technology	48,000		7,000		41,000		6.8
Customer relationships	98,000		5,717		92,283		18.8
	$	196,000	$	16,363	$	179,637

Schedule of Future Amortization Expense

The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of June 30, 2023 (in thousands):


2023 (remainder of the year)	7,012
2024	14,025
2025	14,025
2026	14,025
2027	14,025
Thereafter	116,525
Total estimated future amortization expense	$	179,637

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Supplemental Financial Information - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Accounts payable	$ 25,011	$ 46,017
Accrued purchases	16,748	20,314
Reserves for refunds to insurance carriers	12,693	17,001
Other	315	1,546
Total	$ 54,767	$ 84,878

Segment Reporting

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Reporting

Segment ReportingThe Company’s business is aligned with how the chief operating decision maker (“CODM”) reviews performance and makes decisions in managing the Company. As of June 30, 2023, 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, 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 the results for the three and six months ended June 30, 2022 have not been presented below.


(in thousands)	GeneDx		Legacy Sema4		Total
Three Months Ended June 30, 2023:
Revenue	$	45,226	$	3,480	$	48,706
Adjusted cost of services	28,452		—		28,452
Adjusted gross margin (loss)	16,774		3,480		20,254

Reconciliations:
Depreciation and amortization	1,233		—		1,233
Stock-based compensation	251		—		251
Restructuring charges	13		—		13
Gross margin (loss)	$	15,277	$	3,480	$	18,757


(in thousands)	GeneDx		Legacy Sema4		Total
Six Months Ended June 30, 2023:
Revenue	$	85,919	$	5,926	$	91,845
Adjusted cost of services	55,278		2,080		57,358
Adjusted gross margin (loss)	30,641		3,846		34,487

Reconciliations:
Depreciation and amortization	1,709		113		1,822
Stock-based compensation	556		(1,971)		(1,415)
Restructuring charges	56		31		87
Gross margin (loss)	$	28,320	$	5,673	$	33,993

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


	Three months ended June 30, 2023
	GeneDx		Legacy Sema4		Consolidated
Diagnostic test revenue:
Patients with third-party insurance	$	27,093	$	3,480	$	30,573
Institutional customers	15,748		—		$	15,748
Self-pay patients	314		—		314
Total diagnostic test revenue	43,155		3,480		46,635
Other revenue	2,071		—		2,071
Total	$	45,226	$	3,480	$	48,706


	Six months ended June 30, 2023
	GeneDx		Legacy Sema4		Consolidated
Diagnostic test revenue:
Patients with third-party insurance	$	49,976	$	5,926	$	55,902
Institutional customers	31,808				$	31,808
Self-pay patients	775				775
Total diagnostic test revenue	82,559		5,926		88,485
Other revenue	3,360		—		3,360
Total	$	85,919	$	5,926	$	91,845

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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - Legacy GeneDx $ in Thousands	Apr. 29, 2022 USD ($)
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	185,871
Aggregate purchase price	364,476
Tradenames and trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Business combination, finite-lived intangibles	50,000
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Business combination, finite-lived intangibles	48,000
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Business combination, finite-lived intangibles	$ 98,000

Restructuring Costs (Tables)

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Cost

The table below provides certain information concerning restructuring activity during the six months ended June 30, 2023:


	Reserve Balance at December 31, 2022		Charged to Costs and Expenses		Payments and Other		Reserve Balance at June 30, 2023
Severance	$	4,770	$	759	$	(4,499)	$	1,030
Others	$	253	$	18	$	(254)	$	17
Total	5,023		$	777	$	(4,753)	$	1,047

Supplemental Financial Information (Tables)

6 Months Ended

Jun. 30, 2023

Other Liabilities Disclosure [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued expenses consisted of the following (in thousands):


	As of June 30, 2023		As of December 31, 2022

Accounts payable	$	25,011	$	46,017
Accrued purchases	16,748		20,314
Reserves for refunds to insurance carriers	12,693		17,001
Other	315		1,546
Total	$	54,767	$	84,878

Schedule of Other Current Liabilities

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


	As of June 30, 2022		As of December 31, 2022

Accrued bonus	$	5,870	$	8,429
Accrued payroll	1,479		3,905
Accrued benefits	4,534		1,529
Accrued commissions	970		1,656
Accrued severance	1,030		4,770
Current portion of long-term debt	—		4,750
Indemnification liabilities	—		13,470
Current portion of the contingent consideration liabilities	1,030		6,019
Other	5,004		5,177
Total	$	19,917	$	49,705

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Disaggregated by Type of Customer

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


	Three months ended June 30,
	2023		2022
Diagnostic test revenue
Patients with third-party insurance	$	30,573	$	21,398
Institutional customers	15,748		11,120
Self-pay patients	314		1,486
Total diagnostic test revenue	46,635		34,004
Other revenue	2,071		2,165
Total	$	48,706	$	36,169


	Six months ended June 30,
	2023		2022
Diagnostic test revenue
Patients with third-party insurance	$	55,902	$	68,860
Institutional customers	31,808		15,151
Self-pay patients	775		2,488
Total diagnostic test revenue	88,485		86,499
Other revenue	3,360		3,611
Total	$	91,845	$	90,110

Leases - Narrative (Details) $ in Millions	1 Months Ended	6 Months Ended
Leases - Narrative (Details) $ in Millions	Apr. 30, 2019 period	Jun. 30, 2023 USD ($)	Feb. 28, 2023	Dec. 31, 2022 USD ($)	Jul. 31, 2022	Apr. 30, 2022	Jan. 31, 2020
Lessee, Lease, Description [Line Items]
Letter of credit		$ 0.9		$ 0.9
Operating lease, remaining term		13 years	23 years			9 years
Payment for early termination fees		$ 8.4
Increase in operating lease liability		2.0
Increase in financing lease liability		2.6
Impairment loss		$ 1.6
Finance lease, interest rate (percent)		13.10%
Finance lease, interest rate modified (percent)		8.50%
Building
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term of contract	325 months						10 years
Lease term					13 months
Lease cancellation period	196 months
Land to total value, percentage	25.00%
Finance lease, impairment loss		$ 0.8
One Renewal Period \| Building
Lessee, Lease, Description [Line Items]
Number of capital lease renewal terms \| period	1
Lease term	10 years
Two Renewal Periods \| Building
Lessee, Lease, Description [Line Items]
Number of capital lease renewal terms \| period	2
Lease term	5 years

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. As such, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto as of and for the years ended December 31, 2022, 2021 and 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed on March 16, 2023 (the “Annual Report”). The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments that are necessary to state fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results of operations or cash flows for a full year or any subsequent interim period. The Company’s historical financial information includes costs of certain services historically provided by Icahn School of Medicine at Mount Sinai (“ISMMS”) pursuant to a Transition Services Agreement (“TSA”) and service agreements. See Note 7, “Related Party Transactions”. Although the Company has incurred recurring losses in each year since inception, the Company expects its cash and cash equivalents will be sufficient to fund operations for at least the next twelve months from the date of filing of this Quarterly Report on Form 10-Q.
Reverse Stock Split	Reverse Stock Split On May 4, 2023, at the commencement of trading, the Company effected a 1-for-33 reverse stock split. Accordingly, all share and per share amounts for the periods presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split. No fractional shares were issued in connection with the reverse stock split.
Reclassifications	ReclassificationsCertain reclassifications have been made to the prior year unaudited condensed consolidated financial statements in order to conform to the current year’s presentation.
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the 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. As of June 30, 2023, 99% of the Company’s cash, cash equivalents and marketable securities was held in high-quality institutions designated as systematically important financial institutions. 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 self-pay patient and, if applicable, the third-party payor that reimburses the Company on the patient’s behalf when evaluating the concentration of credit risk. Significant patients and payors are those that represent more than 10% of the Company’s total revenues for the period or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of June 30, 2023 and December 31, 2022 were primarily from managed care insurance companies, institutional billed accounts, and data arrangements. There was no individual patient or client that accounted for 10% or more of the Company’s revenue or accounts receivable for any of the periods presented. The Company does not require collateral as a means to mitigate patient or payor 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 primarily in money market funds, and U.S. treasury, corporate and municipal bonds. 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 are estimated and recorded in the period the related revenue is recorded. The accounts receivable balance as of June 30, 2023 and December 31, 2022 included $2.9 million and $1.5 million, respectively, of unbilled receivables. During the quarter ended June 30, 2023, the Company did not record provisions for doubtful accounts. The Company did not write-off any accounts receivable balances during the period presented.
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 six months ended June 30, 2023, the Company recognized an inventory write-off of $2.6 million for obsolete inventory.
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 June 30, 2023, this loan is recorded at its carrying value of $6.3 million in the consolidated balance sheet. The fair value of the loan is $4.7 million, which is estimated based on discounted cash flows using the yields of similar debt instruments of other companies with similar credit profiles.
Segment Information	Segment Information Historically, the Company operated in one segment. During 2022, in connection with the Acquisition, 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 as such for the first half of 2023. The majority of the Company’s operations for the first quarter of 2022 are included in the Legacy Sema4 segment, and the majority of the GeneDx segment for 2022 was resultant from the Acquisition in 2022, and thus did not exist within the Company’s condensed consolidated results for the first quarter of 2022 and through the Acquisition date. See Note 16, “Segment Reporting”, for further information.
Emerging Growth Company	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 and Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements 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. The Company adopted ASU 2016-13 effective January 1, 2023 and the adoption did not have material impact in the condensed consolidated statements of operations and comprehensive loss. Recently Issued Accounting Pronouncements Not Yet Adopted The Company has reviewed the recently issued Accounting Standards Update accounting pronouncements and does not believe that the adoption of any such pronouncements will have a material impact on its financial statements or related disclosures.

Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Maturities

As of June 30, 2023, long-term debt matures as follows (in thousands):



2023 (remainder of year)	$	—
2024	497
2025	1,211
2026	1,234
2027	1,260
Thereafter	2,048
Total maturities of long-term debt	6,250
Less: current portion of long-term debt	—
Total long-term debt, net of current maturities	$	6,250

Net Income (loss) per Share - Basic and Diluted (Details) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	May 04, 2023	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares
Numerator:
Net (loss) income attributable to common stockholders \| $		$ (46,719)	$ (85,742)	$ (107,708)	$ (162,638)
Denominator:
Denominator for basic earnings per share-weighted-average common shares (in shares) \| shares		25,418,358	10,234,910	22,754,948	8,827,829
Denominator for diluted earnings per share-weighted-average common shares (in shares) \| shares		25,418,358	10,234,910	22,754,948	8,827,829
Basic earnings (loss) income per share (in dollars per share) \| $ / shares		$ (1.84)	$ (8.38)	$ (4.73)	$ (18.42)
Diluted earnings (loss) income per share (in dollars per share) \| $ / shares		$ (1.84)	$ (8.38)	$ (4.73)	$ (18.42)
Reverse stock split, conversion ratio	0.03			0.03

- 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
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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- Definition

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

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+ Details

- Definition

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

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+ Details

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 156,655	$ 123,933
Restricted cash	0	13,470
Inventory, net	11,531	13,665
Prepaid expenses and other current assets	11,185	18,212
Total current assets	213,277	212,622
Operating lease right-of-use assets	33,684	32,758
Property and equipment, net	43,332	51,527
Intangible assets, net	179,638	186,650
Long-term restricted cash	900	900
Other assets	5,559	6,485
Total assets	476,390	490,942
Current liabilities:
Accounts payable and accrued expenses	54,767	84,878
Short-term lease liabilities	5,346	6,121
Total current liabilities	84,368	144,297
Long-term debt, net of current portion	6,250	6,250
Long-term lease liabilities	63,748	60,013
Other liabilities	22,411	22,000
Deferred taxes	2,250	2,659
Warrant liability	220	418
Earn-out contingent liability	1,030	1,600
Total liabilities	180,277	237,237
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred Stock, $0.0001 par value: 1,000,000 and 1,000,000 shares authorized at June 30, 2023 and December 31, 2022, respectively; 0 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	0	0
Class A common stock, $0.0001 par value: 1,000,000,000 and 1,000,000,000 shares authorized at June 30, 2023 and December 31, 2022, respectively; 25,761,147 and 11,773,065 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	2	1
Additional paid-in capital	1,528,240	1,378,125
Accumulated deficit	(1,232,129)	(1,124,421)
Total stockholders’ equity	296,113	253,705
Total liabilities and stockholders’ equity	476,390	490,942
Nonrelated Party
Current assets:
Accounts receivable, net	32,710	42,634
Current liabilities:
Other current liabilities	19,917	49,705
Related Party
Current assets:
Accounts receivable, net	1,196	708
Current liabilities:
Other current liabilities	$ 4,338	$ 3,593

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. 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 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, finance leases, warrant liability, earn-out contingent liabilities, contingent consideration based on milestone achievement, 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 finance leases are classified within Level 1 of the fair value hierarchy because such finance lease agreements bear interest at rates for instruments with similar characteristics; accordingly, the carrying value of these liabilities approximate their fair values.

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 June 30, 2023, the loan was recorded at its carrying value of $6.3 million with no current portion recorded as there are no principal payments due until August 2024. The fair value was $4.7 million, which is estimated based on discounted cash flows using the yields of similar debt instruments of other companies with similar credit profiles.

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


	As of June 30, 2023
	Total		Level 1		Level 2		Level 3
Financial Liabilities:
Public warrant liability	$	148	$	148	$	—	$	—
Private warrant liability	72		—		72		—

DECD loan	4,749		—		4,749		—
Contingent consideration based on milestone achievement	1,030		—		—		1,030
Total financial liabilities	$	5,999	$	148	$	4,821	$	1,030


	As of December 31, 2022
	Total		Level 1		Level 2		Level 3
Financial Liabilities:
Public warrant liability	$	280	$	280	$	—	$	—
Private warrant liability	138		—		138		—

DECD loan	4,904		—		4,904		—
Contingent consideration based on milestone achievement	7,619		—		—		7,619
Total financial liabilities	$	12,941	$	280	$	5,042	$	7,619

Of the $156.7 million cash and cash equivalents presented in the condensed consolidated balance sheets as of June 30, 2023, $121.3 million was in money market funds, $16.0 million in U.S. treasury bonds and $10.7 million in corporate and municipal bonds, all of which are classified within Level 1 of the fair value hierarchy as the fair value was based on quoted prices in active markets. Of the $123.9 million cash and cash equivalents presented on the consolidated balance sheets as of December 31, 2022, $16.9 million was in money market funds and was classified within Level 1 of the fair value hierarchy as the fair value was 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 in the condensed consolidated statements of operations and comprehensive loss at each reporting date. As of June 30, 2023, 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 quarter ended June 30, 2023, a gain of $0.2 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 remeasurement 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 (which obligation expired in July 2023) (“Earn-out Shares”) as well as the Company’s obligation to pay out the first Milestone Payment of $112.5 million to OKPO and the contingent obligation to make an additional second Milestone Payment of up to $37.5 million to OPKO if a certain revenue-based milestone is achieved for the fiscal year ended December 31, 2023.

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 June 30, 2023 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 June 30, 2023 and December 31, 2022 were as follows:


	June 30, 2023	December 31, 2022
Stock price	$5.96	$8.58
Expected volatility	97.5%	107.5%
Expected term (in years)	0.3	0.6
Risk-free interest rate	5.40%	4.76%

The fair value determined and recorded as of June 30, 2023 and December 31, 2022 was zero. During the six months ended June 30, 2023 and 2022, $0 gain or loss was recognized and $10.1 million gain was recorded, respectively, in the

change in fair market value of warrant and earn-out contingent liability in the condensed consolidated statements of operations and comprehensive loss based on re-measurement performed as of the period end date.

The Milestone Payment contingent liability represents additional acquisition consideration to pay up to $37.5 million based on the achievement of Legacy GeneDx revenue-based milestone in fiscal year 2023 and the obligation to payout the first milestone of $112.5 million in shares of the Company’s Class A common stock. Subject to the terms and conditions of the Acquisition Merger Agreement, (a) the first Milestone Payment of $112.5 million became due and payable in full as Legacy GeneDx revenue exceeded $163 million for the fiscal year 2022 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; provided that 80% of the second Milestone Payment will become payable in respect of the second milestone period if the Legacy GeneDx group achieves 90% of the Milestone Event revenue target for such period, which amount will scale on a linear basis up to 100% of the second Milestone Payment at 100% of the revenue target. The first Milestone Payment resulted in the issuance of 701,460 shares of the Company’s Class A common stock on April 14, 2023. The second 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 $160.38 per share), with such mix to be determined at the Company’s sole discretion.

The Company determined and recorded the fair value of the Milestone Payments as $1.0 million as of June 30, 2023, which is presented as current liabilities in the condensed consolidated balance sheets. For the three and six months ended June 30, 2023, a gain of $3.3 million and a loss of $0.1 million was recorded in the change in fair market value of warrant and earn-out contingent liabilities, respectively, in the condensed consolidated statements of operations and comprehensive loss based on re-measurement performed as of the period end date. The fair value of the second milestone was determined based on a Monte Carlo simulation valuation model and the key assumptions include revenue projections, revenue volatility of 18%, the Company’s expectation to settle the liability in shares and share price of $5.96 per share. The fair value of the first milestone was determined based on the Company’s expectation to settle the liability in shares and share price of $5.96 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

Revenue Recognition - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 $ in Millions	Jun. 30, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue under existing collaboration service agreements	$ 4.5
Revenue under existing collaboration service agreements, period for recognition	2 years

Property and Equipment - Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	$ 6,826	$ 6,627	$ 11,956	$ 12,430
Cost of services
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	1,233	3,316	1,822	6,132
Research and development
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	4,656	1,989	5,508	3,838
Selling and marketing
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	0	1	2	2
General and administrative
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	$ 937	$ 1,321	$ 4,624	$ 2,458

Leases - Schedule of Future Minimum Rental Payments for Leases (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Operating leases
2023 (remainder of the year)	$ 3,038
2024	4,648
2025	6,462
2026	6,110
2027	6,259
Thereafter	43,794
Total	70,311
Less: imputed interest	(21,840)
Present value of lease liabilities	48,471
Finance leases
2023 (remainder of the year)	2,996
2024	3,241
2025	1,973
2026	1,986
2027	2,045
Thereafter	20,923
Total	33,164
Less: imputed interest	(12,541)
Present value of lease liabilities	20,623
Total
2023 (remainder of the year)	6,034
2024	7,889
2025	8,435
2026	8,096
2027	8,304
Thereafter	64,717
Total	103,475
Less: imputed interest	(34,381)
Present value of lease liabilities	$ 69,094

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesIncome tax benefit for the six months ended June 30, 2023 and 2022 was $0.3 million and $49.1 million, respectively. Income taxes for these periods are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events should they occur. The Company’s estimated annual effective tax rate was 0.33% for the six months ended June 30, 2023.The difference between the Company’s effective tax rates in 2023 and 2022 compared to the U.S. statutory tax rate of 21% is primarily due to changes in valuation allowances associated with the Company’s assessment of the likelihood of the recoverability of deferred tax assets. The Company currently has valuation allowances against a significant portion of its deferred tax assets primary related to its net operating loss carryforwards and tax credit carryforwards.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

+ Details

Long-Term Debt - Schedule of Long-Term Debt Maturities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2023 (remainder of year)	$ 0
2024	497
2025	1,211
2026	1,234
2027	1,260
Thereafter	2,048
Total maturities of long-term debt	6,250
Less: current portion of long-term debt	0
Total long-term debt, net of current maturities	$ 6,250	$ 6,250

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 156,655	$ 123,933
Restricted cash	900	14,370
Total	$ 157,555	$ 138,303	$ 299,017	$ 401,469

Restructuring Costs (Details) $ in Thousands		6 Months Ended
Restructuring Costs (Details) $ in Thousands	Dec. 14, 2022 position	Jun. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring cost number of positions eliminated \| position	500
Number of positions eliminated, expected percent		32.50%
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance		$ 5,023
Charged to Costs and Expenses		777
Payments and Other		(4,753)
Restructuring reserve, ending balance		1,047
Severance
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance		4,770
Charged to Costs and Expenses		759
Payments and Other		(4,499)
Restructuring reserve, ending balance		1,030
Others
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance		253
Charged to Costs and Expenses		18
Payments and Other		(254)
Restructuring reserve, ending balance		$ 17

- Definition

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

+ References + Details

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Revenue and Accounts Receivable Concentration Percentages

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


	Revenue				Accounts Receivable
	Three months ended June 30,		Six months ended June 30,		As of June 30,	As of December 31,
	2023	2022	2023	2022	2023	2022
Payor B(1)	14%	*	14%	*	*	14%
Payor C	*	12%	*	10%	*	*
Payor D	*	10%	*	10%	*	*
Payor E	28%	19%	26%	*	15%	14%

*less than 10%

__________________

Schedule of Reconciliation of Cash and Cash Equivalents


	As of June 30, 2023		As of December 31, 2022
Cash and cash equivalents	$	156,655	$	123,933
Restricted cash	900		14,370
Total	$	157,555	$	138,303

Schedule of Reconciliation of Restricted Cash


	As of June 30, 2023		As of December 31, 2022
Cash and cash equivalents	$	156,655	$	123,933
Restricted cash	900		14,370
Total	$	157,555	$	138,303

Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands					1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	May 04, 2023	Apr. 14, 2023 shares	Apr. 29, 2022 $ / shares shares	Dec. 09, 2021 d $ / shares shares	Apr. 30, 2023 USD ($) shares	Jun. 30, 2023 USD ($) segment $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) d segment $ / shares shares	Jun. 30, 2022 USD ($)	Mar. 31, 2023 segment	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 segment	Sep. 04, 2021 $ / shares	Jul. 22, 2021 shares
Property, Plant and Equipment [Line Items]
Reverse stock split, conversion ratio	0.03							0.03
Restricted cash						$ 900		$ 900			$ 14,370
Unbilled receivables						2,900		2,900			$ 1,500
Provision for doubtful accounts								0
Write off of accounts receivable						0	$ 0	0	$ 0
Inventory write-off								2,620	347
Outstanding loan balance						$ 6,250		$ 6,250
Purchase of warrants (in shares) \| shares											666,515			666,516
Expected term (in years)						5 years		5 years
Target share price of warrants or rights for redemption (in dollars per share) \| $ / shares						$ 594.00		$ 594.00
Redemption price per warrant (in dollars per share) \| $ / shares								$ 0.33
Number of days for written notice of redemption \| d								30
Minimum number of trading days \| d								30
Earn-out contingent liability						$ 0		$ 0			$ 0
Total stock-based compensation expense						$ 108	$ 22,721	$ 156	$ 40,280
Number of operating segments \| segment												1
Number of reportable segments \| segment						2		2		1
Connecticut Department Of Economic And Community Development
Property, Plant and Equipment [Line Items]
Outstanding loan balance						$ 6,300		$ 6,300
Long-term debt, fair value						$ 4,700		$ 4,700
Restricted Stock Units (RSUs)
Property, Plant and Equipment [Line Items]
Restricted stock units granted (in shares) \| shares								1,534,210
Class A Common Stock Equals or Exceeds, $18.00
Property, Plant and Equipment [Line Items]
Minimum number of trading days \| d								20
Consecutive trading day threshold \| d								30
Class A common stock
Property, Plant and Equipment [Line Items]
Purchase of aggregate private placement warrants (shares) \| shares						1		1
Warrant exercise price (in dollars per share) \| $ / shares													$ 379.50
Target share price of warrants or rights for redemption (in dollars per share) \| $ / shares						$ 330.00		$ 330.00
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 dollars per share) \| $ / shares								$ 594.00
Class A common stock \| Class A Common Stock Equals or Exceeds, $18.00
Property, Plant and Equipment [Line Items]
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in dollars per share) \| $ / shares								$ 594.00
Minimum number of trading days \| d								20
Consecutive trading day threshold \| d								30
Class A common stock \| Class A Common Stock Equals or Exceeds, $10.00
Property, Plant and Equipment [Line Items]
Target share price of warrants or rights for redemption (in dollars per share) \| $ / shares						$ 330.00		$ 330.00
Redemption price per warrant (in dollars per share) \| $ / shares								$ 3.30
Number of days for written notice of redemption \| d								30
Public Warrants
Property, Plant and Equipment [Line Items]
Purchase of warrants (in shares) \| shares											447,222			447,223
Private Placement Warrants
Property, Plant and Equipment [Line Items]
Purchase of warrants (in shares) \| shares														219,293
Legacy GeneDx
Property, Plant and Equipment [Line Items]
Restricted cash						$ 12,100		$ 12,100
Business combination, contingent consideration arrangements						150,000		150,000			$ 150,000
Number of shares issuable (in shares) \| shares					701,460
Business combination contingent consideration milestone payment for first year					$ 112,500
Business combination contingent consideration liability period 1								163,000			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 (percent)								80.00%
Business combination contingent consideration revenue target of milestone event (percent)								100.00%
Business combination contingent consideration percentage of milestone payment based on revenue target (percent)								100.00%
Earn-out contingent liability						1,000		$ 1,000
Legacy GeneDx \| Contingent Consideration, Milestone One
Property, Plant and Equipment [Line Items]
Business combination, contingent consideration arrangements						112,500		112,500			112,500
Legacy GeneDx \| Contingent Consideration, Milestone Two
Property, Plant and Equipment [Line Items]
Business combination, contingent consideration arrangements						37,500		37,500			$ 37,500
Earn-out contingent liability						$ 1,000		$ 1,000
Legacy GeneDx \| Minimum
Property, Plant and Equipment [Line Items]
Business combination contingent consideration revenue target of milestone event (percent)								90.00%
Legacy GeneDx \| Class A common stock
Property, Plant and Equipment [Line Items]
Price per shares (in dollars per share) \| $ / shares			$ 70.95			$ 160.38		$ 160.38
Number of shares issuable (in shares) \| shares		701,460	2,400,000					701,460
Public per share (in dollars per share) \| $ / shares			$ 160.38
OPKO \| Class A common stock \| Contingent Consideration, Milestone Two
Property, Plant and Equipment [Line Items]
Number of shares issuable (in shares) \| shares		233,820
Sema4 OpCo, Inc
Property, Plant and Equipment [Line Items]
Number of shares issuable (in shares) \| shares								576,412
Earn-out contingent liability						$ 0		$ 0
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs)
Property, Plant and Equipment [Line Items]
Restricted stock units granted (in shares) \| shares				81,819
Total stock-based compensation expense								$ 800
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs) \| Triggering Event I
Property, Plant and Equipment [Line Items]
Public per share (in dollars per share) \| $ / shares				$ 429
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				$ 495
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs) \| Triggering Event III
Property, Plant and Equipment [Line Items]
Public per share (in dollars per share) \| $ / shares				$ 594
If election is made \| Legacy GeneDx \| Class A common stock
Property, Plant and Equipment [Line Items]
Price per shares (in dollars per share) \| $ / shares			$ 160.38
If election is made \| Legacy GeneDx \| Class A common stock \| Maximum
Property, Plant and Equipment [Line Items]
Number of shares issuable (in shares) \| shares			935,280
Purchases \| Supplier Concentration Risk \| Supplier A
Property, Plant and Equipment [Line Items]
Concentration risk, percentage						14.00%	13.00%	14.00%	13.00%

Related Party Transactions

6 Months Ended

Jun. 30, 2023

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 $0.7 million and $0.3 million for the three months ended and $1.4 million and $0.3 million for the six months ended June 30, 2023 and 2022, respectively.

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.

Expenses recognized pursuant to service arrangements with ISMMS, including certain sub-lease arrangements the Company has through ISMMS, totaled $1.4 million and $2.3 million for the three months ended and $3.3 million and $4.2 million for the six months ended June 30, 2023 and 2022, respectively. These amounts include certain lease expenses the Company incurs and pay to ISMMS for certain sub-lease arrangements. They are included in either cost of services or related party expenses in the condensed consolidated statements of operations and comprehensive loss depending on the

particular activity to which the costs relate. Payables due to ISMMS for the other service arrangements were $3.3 million and $2.4 million as of June 30, 2023 and December 31, 2022, respectively, these amounts include unpaid lease payments the Company accrued for. The payments to be made to ISMMS and are included within due to related parties on the Company’s condensed consolidated balance sheets.

Additionally, the Company has purchased $1.5 million of diagnostic testing kits and materials and $0.7 and $0.8 million was recorded in cost of services for the three and six months ended June 30, 2023, respectively, from an affiliate of a member of the Board of Directors who has served in the role since July 2021. The prices paid represent market rates. Payables due were $0.1 million and $0.4 million as of June 30, 2023 and December 31, 2022, respectively.

Legacy GeneDx and OPKO entered into a Transition Services Agreement dated as of April 29, 2022 (the “OPKO TSA”) pursuant to which OPKO agreed to provide, at cost, certain services in support of the Acquisition of the Legacy 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 recorded $0.4 million and $0.3 million for the three months ended and $1.2 million and $0.3 million for the six months ended June 30, 2023 and 2022, respectively, related to the agreement. As of June 30, 2023 there were $0.9 million unpaid costs and at December 31, 2022 $0.4 million was unpaid and included in due to related parties in condensed consolidated balance sheets.

During the six months ended June 30, 2023, the Company recorded a reduction of $1.3 million receivables from OPKO related to the Acquisition closing working capital adjustment that was previously recorded as of December 31, 2022. The amount was presented as other current assets in condensed consolidated balance sheets as of December 31, 2022.

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


	Three months ended June 30,
	2023		2022
Cost of services	$	1,649	$	1,348
Related party expenses	1,052		1,731
Total related party costs	$	2,701	$	3,079


	Six months ended June 30,
	2023		2022
Cost of services	$	2,464	$	2,404
Related party expenses	2,799		3,015
Total related party costs	$	5,263	$	5,419

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Summary of Significant Accounting Policies - Concentration Risk (Details) - Customer Concentration Risk	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Revenue \| Payor B
Concentration Risk [Line Items]
Concentration risk, percentage	14.00%		14.00%
Revenue \| Payor C
Concentration Risk [Line Items]
Concentration risk, percentage		12.00%		10.00%
Revenue \| Payor D
Concentration Risk [Line Items]
Concentration risk, percentage		10.00%		10.00%
Revenue \| Payor E
Concentration Risk [Line Items]
Concentration risk, percentage	28.00%	19.00%	26.00%
Accounts Receivable \| Payor B
Concentration Risk [Line Items]
Concentration risk, percentage					14.00%
Accounts Receivable \| Payor E
Concentration Risk [Line Items]
Concentration risk, percentage			15.00%		14.00%

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Option Activity

The following summarizes the stock option activity during the six months ended June 30, 2023:


	Stock Options Outstanding	Weighted Average Exercise Price
Balance at December 31, 2022	798,873	$	49.83
Options granted	—	—
Options exercised	(50,444)	5.05
Options forfeited or canceled	(92,263)	114.87

Balance at June 30, 2023	656,166	$	47.85
Options exercisable at June 30, 2023	428,231	$	36.41

Schedule of Valuation Assumptions

There were no stock options awarded during the three and six month period ended June 30, 2023. The fair value of the stock option awards for the period ended June 30, 2022 were estimated using the Black-Scholes option pricing model with the following assumptions:


			Six months ended June 30, 2022

Expected volatility			65.20% - 75.00%
Expected term (in years)			5.48 - 6.07
Risk-free interest rate			1.65% -3.03%
Dividend yield			—
Fair value of Class A common stock			$72.60 - $113.85

Schedule of Restricted Stock Units Activity

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, 2022	855,061	$	77.88
Restricted Stock Units granted	1,534,210	$	9.90
Restricted Stock Units vested	(213,955)	$	60.17
Restricted Stock Units forfeited	(233,606)	$	100.79

Balance at June 30, 2023	1,941,710	$	20.86

Schedule of Stock-Based Compensation Expense

Stock-based compensation expense for all awards granted and outstanding is included within the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three months ended June 30,
	2023		2022
Cost of services	$	251	$	1,810
Research and development	(675)		6,515
Selling and marketing	(143)		1,255
General and administrative	675		13,141
Total stock-based compensation expense	$	108	$	22,721


	Six months ended June 30,
	2023		2022
Cost of services	$	(1,415)	$	3,191
Research and development	268		10,856
Selling and marketing	(80)		3,664
General and administrative	1,383		22,569
Total stock-based compensation expense	$	156	$	40,280

Organization and Description of Business	6 Months Ended
Organization and Description of Business	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business GeneDx Holdings Corp. (“GeneDx 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.” (“Sema4 Holdings”) 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 4.0000 shares of Sema4 Holdings Class A common stock (the “Class A common stock”). 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).

Net Income (loss) per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net Income (loss) per Share

Basic and diluted loss per share attributable to common stockholders was calculated as follows (amounts in thousands, except for share and per share amounts):


	Three months ended June 30,
	2023		2022
Numerator:
Net (loss) income attributable to common stockholders	$	(46,719)	$	(85,742)
Denominator:
Denominator for basic and diluted earnings per share-weighted-average common shares	25,418,358		10,234,910
Basic and diluted earnings (loss) income per share	$	(1.84)	$	(8.38)


	Six months ended June 30,
	2023		2022
Numerator:
Net (loss) income attributable to common stockholders	$	(107,708)	$	(162,638)
Denominator:
Denominator for basic and diluted earnings per share-weighted-average common shares	22,754,948		8,827,829
Basic and diluted earnings (loss) income per share	$	(4.73)	$	(18.42)

As a result of the Reverse Stock Split, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding prior to the Reverse Stock Split by a ratio of 1-for-33 to determine the number of shares of common stock into which they converted.


	As of June 30,
	2023	2022
Outstanding options and RSUs to purchase Class A common stock	2,597,876	1,722,560
Outstanding warrants	666,515	666,515
Outstanding earn-out shares	555,216	508,556
Outstanding earn-out RSUs	21,196	67,855
Total	3,840,803	2,965,486

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Schedule of Lease, Cost

The tables below present financial information associated with the Company’s leases (in thousands).


	Classification	June 30, 2023		December 31, 2022
Assets
Operating lease assets	Operating lease right-of-use assets	$	33,684	$	32,758
Finance lease assets	Property and Equipment, net	8,761		8,604
Total lease assets		$	42,445	$	41,362

Liabilities
Current
Operating	Short-term lease liabilities	2,645		$	2,409
Finance	Short-term lease liabilities	2,701		3,712
Non-current
Operating	Long-term lease liabilities	45,826		$	44,468
Finance	Long-term lease liabilities	17,922		15,545
Total lease liabilities		$	69,094	$	66,134


Lease cost	Three months ended June 30, 2023		Three months ended June 30, 2022
Operating lease cost
Operating lease cost	$	1,538	$	1,582
Short-term lease cost	200		137
Variable lease cost	231		152
Total operating lease cost	$	1,969	$	1,871

Finance lease cost
Depreciation and amortization of leased assets	$	673	$	912
Interest on lease liabilities	402		531
Total finance lease cost	$	1,075	$	1,443
Total lease cost	$	3,044	$	3,314

Other information related to leases as of and for the three months ended June 30, 2023 are as follows:


						June 30, 2023
Weighted-average remaining lease term (years)
Operating leases						10.3
Finance leases						11.5

Weighted-average discount rate
Operating leases						6.3%
Finance leases						7.8%

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases						$2,117
Operating cash flows from finance leases						$946
Financing cash flows from finance lease						$1,221

Schedule of Assets and Liabilities, Lessee

The tables below present financial information associated with the Company’s leases (in thousands).


	Classification	June 30, 2023		December 31, 2022
Assets
Operating lease assets	Operating lease right-of-use assets	$	33,684	$	32,758
Finance lease assets	Property and Equipment, net	8,761		8,604
Total lease assets		$	42,445	$	41,362

Liabilities
Current
Operating	Short-term lease liabilities	2,645		$	2,409
Finance	Short-term lease liabilities	2,701		3,712
Non-current
Operating	Long-term lease liabilities	45,826		$	44,468
Finance	Long-term lease liabilities	17,922		15,545
Total lease liabilities		$	69,094	$	66,134


Lease cost	Three months ended June 30, 2023		Three months ended June 30, 2022
Operating lease cost
Operating lease cost	$	1,538	$	1,582
Short-term lease cost	200		137
Variable lease cost	231		152
Total operating lease cost	$	1,969	$	1,871

Finance lease cost
Depreciation and amortization of leased assets	$	673	$	912
Interest on lease liabilities	402		531
Total finance lease cost	$	1,075	$	1,443
Total lease cost	$	3,044	$	3,314

Schedule of Finance Lease, Liability, Fiscal Year Maturity

Future minimum lease payments under non-cancellable leases as of June 30, 2023 are as follows:


Maturity of lease liabilities	Operating leases		Finance leases		Total
2023 (remainder of the year)	$	3,038	$	2,996	$	6,034
2024	4,648		3,241		7,889
2025	6,462		1,973		8,435
2026	6,110		1,986		8,096
2027	6,259		2,045		8,304
Thereafter	43,794		20,923		64,717
Total	$	70,311	$	33,164	$	103,475
Less: imputed interest	$	(21,840)	$	(12,541)	$	(34,381)
Present value of lease liabilities	$	48,471	$	20,623	$	69,094

Schedule of Lessee, Operating Lease, Liability, Maturity

Future minimum lease payments under non-cancellable leases as of June 30, 2023 are as follows:


Maturity of lease liabilities	Operating leases		Finance leases		Total
2023 (remainder of the year)	$	3,038	$	2,996	$	6,034
2024	4,648		3,241		7,889
2025	6,462		1,973		8,435
2026	6,110		1,986		8,096
2027	6,259		2,045		8,304
Thereafter	43,794		20,923		64,717
Total	$	70,311	$	33,164	$	103,475
Less: imputed interest	$	(21,840)	$	(12,541)	$	(34,381)
Present value of lease liabilities	$	48,471	$	20,623	$	69,094

Leases - Schedule of Lease, Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating lease cost
Operating lease cost	$ 1,538	$ 1,582	$ 3,273	$ 2,962
Short-term lease cost	200	137	403	306
Variable lease cost	231	152	495	279
Total operating lease cost	1,969	1,871	4,171	3,547
Finance lease cost
Depreciation and amortization of leased assets	673	912	1,448	1,824
Interest on lease liabilities	402	531	946	1,083
Total finance lease cost	1,075	1,443	2,394	2,907
Total lease cost	$ 3,044	$ 3,314	$ 6,565	$ 6,454

Stock-Based Compensation

6 Months Ended

Jun. 30, 2023

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 991,970 authorized shares of Class A common stock were reserved for issuance thereunder. The 2021 Plan is 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 the 2021 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.

On April 14, 2023, the stockholders of the Company approved an amendment and restatement to the 2021 Plan to increase the aggregate number of shares of the Company’s Class A common stock authorized for issuance under the 2021 Plan by 787,879 shares and implement certain other clarifying changes.

As described in Note 18, “Subsequent Events,” on July 21, 2023, the Board of Directors of the Company approved the 2023 Equity Inducement Plan (the “Equity Inducement Plan”) and, subject to the adjustment provisions of the Equity Inducement Plan, reserved 500,000 shares of the Company’s Class A common stock for issuance pursuant to equity awards to be granted under the Equity Inducement 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 Class A common stock pursuant to purchase rights granted to employees. On each January 1 of each of 2022 through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 Plan may be increased automatically by the number of shares equal to one percent (1%) of the total number of shares of all classes of common stock issued and outstanding immediately preceding December 31. The Company did not make any grants of purchase rights under the 2021 ESPP during the quarter ended June 30, 2023. A total of 336,816 shares of Class A common stock have been reserved for future issuance under the 2021 ESPP.

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 condensed 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 during the six months ended June 30, 2023:


	Stock Options Outstanding	Weighted Average Exercise Price
Balance at December 31, 2022	798,873	$	49.83
Options granted	—	—
Options exercised	(50,444)	5.05
Options forfeited or canceled	(92,263)	114.87

Balance at June 30, 2023	656,166	$	47.85
Options exercisable at June 30, 2023	428,231	$	36.41

As of June 30, 2023, unrecognized stock-based compensation cost related to the unvested portion of the Company’s stock options was $5.9 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.7 years.


			Six months ended June 30, 2022

Expected volatility			65.20% - 75.00%
Expected term (in years)			5.48 - 6.07
Risk-free interest rate			1.65% -3.03%
Dividend yield			—
Fair value of Class A common stock			$72.60 - $113.85

The Company estimated a volatility factor for the Company’s options based on analysis of historical share prices of a peer group of public companies, the historical share prices of the Company, and the implied volatility of the Company’s call options. The Company 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. The Company did not rely on the historical holding periods of the Company’s options due to the limited availability of exercise data. The Company 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 (RSUs)

The Company issued time-based RSUs to employees under the 2021 Plan. The RSUs automatically convert to shares of Class A 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 Class A common stock on the grant date. The RSUs granted generally

vest over a four year vesting period from the grant date, however, certain grants include vesting term that begins vesting 12 months from 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, 2022	855,061	$	77.88
Restricted Stock Units granted	1,534,210	$	9.90
Restricted Stock Units vested	(213,955)	$	60.17
Restricted Stock Units forfeited	(233,606)	$	100.79

Balance at June 30, 2023	1,941,710	$	20.86

Additionally, the Company issued 18,794 RSUs subject to both service and performance based vesting conditions to the Executive Chairman of the Company. The grant date was established during the first quarter period and vesting of the RSUs will be based on the achievement of performance goals established for calendar year 2023.

Earn-out RSUs

The grant date fair value determined for Triggering Event I, II and III was $60.06, $45.87 and $31.02 per unit, respectively. Any re-allocated RSUs due to the Legacy Sema4 option holders’ forfeiture activities during the period ended June 30, 2023 were accounted for as new grants and the fair value determined for Triggering Event I, II and III was $0.00, $0.00 and $0.00 per unit, respectively. Based on the grant date fair value, the Company recorded a reversal of stock-based compensation of $0.8 million due to the Legacy Sema4 option holders’ forfeiture activities. The Company recognizes the stock-compensation cost over the longer of the derived service period or service period. The earn-out RSUs expired in July 2023.

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 June 30, 2023.

The Company recorded a reversal of stock-based compensation of $7.5 million and $4.5 million during the three months ended June 30, 2023 and 2022, respectively, and $15.6 million and $9.7 million during the six months ended June 30, 2023 and 2022, respectively, due to forfeiture activities upon employee terminations. Stock-based compensation expense for all awards granted and outstanding is included within the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three months ended June 30,
	2023		2022
Cost of services	$	251	$	1,810
Research and development	(675)		6,515
Selling and marketing	(143)		1,255
General and administrative	675		13,141
Total stock-based compensation expense	$	108	$	22,721


	Six months ended June 30,
	2023		2022
Cost of services	$	(1,415)	$	3,191
Research and development	268		10,856
Selling and marketing	(80)		3,664
General and administrative	1,383		22,569
Total stock-based compensation expense	$	156	$	40,280

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsIn July 2023, the Company adopted the 2023 Equity Inducement Plan and, subject to the adjustment provisions of the Equity Inducement Plan, reserved 500,000 shares of the Company’s Class A common stock for issuance pursuant to equity awards to be granted under the Equity Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, the only persons eligible to receive grants of equity awards under the Equity Inducement Plan are individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Total revenue	$ 48,706	$ 36,169	$ 91,845	$ 90,110
Related party expenses	29,949	65,767	57,852	114,083
Related Party
Total revenue	700	300	1,400	300
Related party expenses	1,649	1,348	2,464	2,404
Diagnostic test revenue
Total revenue	46,635	34,004	88,485	86,499
Diagnostic test revenue \| Related Party
Total revenue	802	413	1,644	583
Other revenue
Total revenue	2,071	2,165	3,360	3,611
Other revenue \| Related Party
Total revenue	$ 0	$ 73	$ 0	$ 147

- 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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 4
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Stock-Based Compensation - Narrative (Details)			3 Months Ended		6 Months Ended
Stock-Based Compensation - Narrative (Details)	Apr. 14, 2023 shares	Jul. 22, 2021 shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2023 USD ($) employee shares	Jun. 30, 2023 USD ($) consultant shares	Jun. 30, 2022 USD ($)	Jul. 21, 2023 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $			$ 108,000	$ 22,721,000			$ 156,000					$ 40,280,000
Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)			0			0
Triggering Event I
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in dollars per share) \| $ / shares								$ 60.06
Restricted stock units forfeited (in dollars per share) \| $ / shares								0.00
Triggering Event II
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in dollars per share) \| $ / shares								45.87
Restricted stock units forfeited (in dollars per share) \| $ / shares								0.00
Triggering Event III
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in dollars per share) \| $ / shares								31.02
Restricted stock units forfeited (in dollars per share) \| $ / shares								$ 0.00
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		0
Weighted average remaining contractual life (years), options exercisable		10 years
Vesting period		4 years
Number of share reserved for issuance (in shares)		991,970
2021 Plan \| Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	787,879
2021 Employee Stock Purchase Plan \| Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share reserved for issuance (in shares)			336,816		336,816	336,816	336,816	336,816	336,816	336,816	336,816
Number of shares equal to percent									1.00%
2023 Equity Inducement Plan \| Class A common stock \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share reserved for issuance (in shares)													500,000
Options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation cost on the unvested stock options \| $			$ 5,900,000		$ 5,900,000	$ 5,900,000	$ 5,900,000	$ 5,900,000	$ 5,900,000	$ 5,900,000	$ 5,900,000
Weighted-average vesting period for compensation cost					1 year 8 months 12 days
Options to purchase common stock \| 2017 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted						0
Weighted average remaining contractual life (years), options exercisable					10 years
Vesting period					4 years
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	1
Restricted stock units granted (in shares)						1,534,210
Restricted stock units granted (in dollars per share) \| $ / shares								$ 9.90
Restricted stock units forfeited (in dollars per share) \| $ / shares								$ 100.79
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)						18,794
Restricted Stock Units (RSUs) \| Triggering Event I
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting commencement date					12 months
Earn Out RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense, reversal \| $							$ 800,000
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense, reversal \| $			$ 7,500,000	$ 4,500,000			15,600,000					$ 9,700,000
Number of shares granted (in shares)										1	1
Total stock-based compensation expense \| $							3,800,000
Outstanding vested value \| $			$ 0		$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

As discussed in Note 3, Business Combinations, upon the Acquisition of Legacy GeneDx in April 2022, the Company recorded initial goodwill of $185.9 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 the Company’s preliminary purchase accounting estimates. The Company is complete with measurement period adjustments as of June 30, 2023.

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


	June 30, 2023
Balance as of December 31, 2022	$	—
Additions	—
Measurement period adjustments	478
Impairment charges	(478)
Balance as of June 30, 2023	$	—


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted-Average Amortization Period (in years)
Tradenames and trademarks	$	50,000	$	3,646	$	46,354	14.8
Developed technology	48,000		7,000		41,000		6.8
Customer relationships	98,000		5,717		92,283		18.8
	$	196,000	$	16,363	$	179,637

Amortization expense for tradenames and trademarks and developed technology of $2.3 million and $1.5 million was recorded in general and administrative for the three months ended and $4.6 million and $1.5 million for the six months ended June 30, 2023 and 2022, respectively, within the condensed consolidated statements of operations and comprehensive loss. Amortization expense for customer relationships of $1.2 million and $0.8 million for the three months ended and $2.4 million and $0.8 million for the six months ended June 30, 2023 and 2022, respectively was recorded in selling and marketing within the condensed 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 June 30, 2023 (in thousands):


2023 (remainder of the year)	7,012
2024	14,025
2025	14,025
2026	14,025
2027	14,025
Thereafter	116,525
Total estimated future amortization expense	$	179,637

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 108	$ 22,721	$ 156	$ 40,280
Cost of services
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	251	1,810	(1,415)	3,191
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	(675)	6,515	268	10,856
Selling and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	(143)	1,255	(80)	3,664
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 675	$ 13,141	$ 1,383	$ 22,569

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 01, 2023
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
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
Entity Address, Address Line Three	6th Floor
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	800
Local Phone Number	298-6470
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		25,773,328
Entity Central Index Key	0001818331
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A common stock
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	WGS
Security Exchange Name	NASDAQ
Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per share
Entity Listings [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per share
Trading Symbol	WGSWW
Security Exchange Name	NASDAQ

Segment Reporting - Narrative (Details) - segment	3 Months Ended	6 Months Ended	12 Months Ended
Segment Reporting - Narrative (Details) - segment	Jun. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Segment Reporting [Abstract]
Number of reportable segments	2	2	1

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, issued (in shares)	25,761,147	11,773,065
Common stock, outstanding (in shares)	25,761,147	11,773,065

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Related Party Expenses

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


	Three months ended June 30,
	2023		2022
Cost of services	$	1,649	$	1,348
Related party expenses	1,052		1,731
Total related party costs	$	2,701	$	3,079


	Six months ended June 30,
	2023		2022
Cost of services	$	2,464	$	2,404
Related party expenses	2,799		3,015
Total related party costs	$	5,263	$	5,419

Net Income (loss) per Share - Potentially Dilutive Securities (Details) - shares	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,840,803	2,965,486
Outstanding options and RSUs to purchase Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,597,876	1,722,560
Outstanding warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	666,515	666,515
Outstanding earn-out shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	555,216	67,855
Outstanding earn-out RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	21,196	508,556

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total	$ 48,706	$ 36,169	$ 91,845	$ 90,110
Diagnostic test revenue
Disaggregation of Revenue [Line Items]
Total	46,635	34,004	88,485	86,499
Patients with third-party insurance
Disaggregation of Revenue [Line Items]
Total	30,573	21,398	55,902	68,860
Institutional customers
Disaggregation of Revenue [Line Items]
Total	15,748	11,120	31,808	15,151
Self-pay patients
Disaggregation of Revenue [Line Items]
Total	314	1,486	775	2,488
Other revenue
Disaggregation of Revenue [Line Items]
Total	$ 2,071	$ 2,165	$ 3,360	$ 3,611

- Definition

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

+ References + Details

- Definition

+ References

+ Details

Fair Value Measurements - Schedule of Utilized in Determining Valuation (Details)	Jun. 30, 2023 $ / shares yr	Dec. 31, 2022 $ / shares yr
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input	5.96
Earn-out contingent liability \| Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input	5.96	8.58
Earn-out contingent liability \| Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input	0.975	1.075
Earn-out contingent liability \| Expected term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input \| yr	300	600
Earn-out contingent liability \| Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input	0.0540	0.0476

Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

Lease Accounting

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 will expire in 2034. The Company also entered into a separate lease with a third party for space in the same building as its 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 in the condensed consolidated balance sheets as of June 30, 2023 and consolidated balance sheets as of December 31, 2022.

In April 2019, the Company entered into a sublease agreement with ISMMS as a sublessee to the ISMMS agreement to the lessor 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 ISMMS 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 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, commencing in September 2022 for a period of 13 months.

In March 2023, the Company entered into an agreement with ISMMS to use its commercially reasonable efforts to exercise the early termination option existing in the lease agreement between ISMMS and the lessor. This triggered lease modification accounting to shorten the total lease term, from a total of 23 years remaining to an estimated 13 years remaining, as the Company intends to request the exercise of this option available. The Company is required to make a payment of $8.4 million as an early termination fee if they choose to exercise this option. This modification resulted in an increase in the operating lease liability by $2.0 million and an increase in the finance lease liability by $2.6 million, respectively, due to reassessment and reapplication of the incremental borrowing rate as of the lease modification date. The Company identified indicators of impairment specifically with the modification of the sublease agreement. As a result, the Company has recorded a $1.6 million impairment charge within impairment loss in the Company’s condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2023, of which $0.8 million was allocated to the right-of-use asset associated with the sublease.

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 initially used for the Stamford Lease was 13.1%, which was modified to 8.5% upon the lease modification explained above. The revised rate was used to measure the operating and finance lease liability.

The tables below present financial information associated with the Company’s leases (in thousands).


	Classification	June 30, 2023		December 31, 2022
Assets
Operating lease assets	Operating lease right-of-use assets	$	33,684	$	32,758
Finance lease assets	Property and Equipment, net	8,761		8,604
Total lease assets		$	42,445	$	41,362

Liabilities
Current
Operating	Short-term lease liabilities	2,645		$	2,409
Finance	Short-term lease liabilities	2,701		3,712
Non-current
Operating	Long-term lease liabilities	45,826		$	44,468
Finance	Long-term lease liabilities	17,922		15,545
Total lease liabilities		$	69,094	$	66,134


Lease cost	Three months ended June 30, 2023		Three months ended June 30, 2022
Operating lease cost
Operating lease cost	$	1,538	$	1,582
Short-term lease cost	200		137
Variable lease cost	231		152
Total operating lease cost	$	1,969	$	1,871

Finance lease cost
Depreciation and amortization of leased assets	$	673	$	912
Interest on lease liabilities	402		531
Total finance lease cost	$	1,075	$	1,443
Total lease cost	$	3,044	$	3,314


Lease cost	Six months ended June 30, 2023		Six months ended June 30, 2022
Operating lease cost
Operating lease cost	$	3,273	$	2,962
Short-term lease cost	403		306
Variable lease cost	495		279
Total operating lease cost	$	4,171	$	3,547

Finance lease cost
Depreciation and amortization of leased assets	$	1,448	$	1,824
Interest on lease liabilities	946		1,083
Total finance lease cost	$	2,394	$	2,907
Total lease cost	$	6,565	$	6,454

Future minimum lease payments under non-cancellable leases as of June 30, 2023 are as follows:


Maturity of lease liabilities	Operating leases		Finance leases		Total
2023 (remainder of the year)	$	3,038	$	2,996	$	6,034
2024	4,648		3,241		7,889
2025	6,462		1,973		8,435
2026	6,110		1,986		8,096
2027	6,259		2,045		8,304
Thereafter	43,794		20,923		64,717
Total	$	70,311	$	33,164	$	103,475
Less: imputed interest	$	(21,840)	$	(12,541)	$	(34,381)
Present value of lease liabilities	$	48,471	$	20,623	$	69,094

Other information related to leases as of and for the three months ended June 30, 2023 are as follows:


						June 30, 2023
Weighted-average remaining lease term (years)
Operating leases						10.3
Finance leases						11.5

Weighted-average discount rate
Operating leases						6.3%
Finance leases						7.8%

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases						$2,117
Operating cash flows from finance leases						$946
Financing cash flows from finance lease						$1,221

Leases

Lease Accounting

Operating Leases

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

Finance Leases

The tables below present financial information associated with the Company’s leases (in thousands).


	Classification	June 30, 2023		December 31, 2022
Assets
Operating lease assets	Operating lease right-of-use assets	$	33,684	$	32,758
Finance lease assets	Property and Equipment, net	8,761		8,604
Total lease assets		$	42,445	$	41,362

Liabilities
Current
Operating	Short-term lease liabilities	2,645		$	2,409
Finance	Short-term lease liabilities	2,701		3,712
Non-current
Operating	Long-term lease liabilities	45,826		$	44,468
Finance	Long-term lease liabilities	17,922		15,545
Total lease liabilities		$	69,094	$	66,134


Lease cost	Three months ended June 30, 2023		Three months ended June 30, 2022
Operating lease cost
Operating lease cost	$	1,538	$	1,582
Short-term lease cost	200		137
Variable lease cost	231		152
Total operating lease cost	$	1,969	$	1,871

Finance lease cost
Depreciation and amortization of leased assets	$	673	$	912
Interest on lease liabilities	402		531
Total finance lease cost	$	1,075	$	1,443
Total lease cost	$	3,044	$	3,314


Lease cost	Six months ended June 30, 2023		Six months ended June 30, 2022
Operating lease cost
Operating lease cost	$	3,273	$	2,962
Short-term lease cost	403		306
Variable lease cost	495		279
Total operating lease cost	$	4,171	$	3,547

Finance lease cost
Depreciation and amortization of leased assets	$	1,448	$	1,824
Interest on lease liabilities	946		1,083
Total finance lease cost	$	2,394	$	2,907
Total lease cost	$	6,565	$	6,454

Future minimum lease payments under non-cancellable leases as of June 30, 2023 are as follows:


Maturity of lease liabilities	Operating leases		Finance leases		Total
2023 (remainder of the year)	$	3,038	$	2,996	$	6,034
2024	4,648		3,241		7,889
2025	6,462		1,973		8,435
2026	6,110		1,986		8,096
2027	6,259		2,045		8,304
Thereafter	43,794		20,923		64,717
Total	$	70,311	$	33,164	$	103,475
Less: imputed interest	$	(21,840)	$	(12,541)	$	(34,381)
Present value of lease liabilities	$	48,471	$	20,623	$	69,094

Other information related to leases as of and for the three months ended June 30, 2023 are as follows:


						June 30, 2023
Weighted-average remaining lease term (years)
Operating leases						10.3
Finance leases						11.5

Weighted-average discount rate
Operating leases						6.3%
Finance leases						7.8%

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases						$2,117
Operating cash flows from finance leases						$946
Financing cash flows from finance lease						$1,221