What changed in this filing

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Item 1. Business

2022-03-14 compared with 2021-03-30 · 620 added, 434 removed, 0 unchanged (100% of the section changed)

are a blank check company incorporated on July 10, 2020, as a Delaware corporation, for the purpose of effecting a merger, share

exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business

Combination”).

While we may pursue an initial Business Combination target in any industry, sector or geographic region,

we intend to capitalize on our management team’s background and experience to identify promising opportunities in the life

sciences sector.

Our sponsor is CM Life Sciences Holdings, LLC a Delaware limited liability company (our “Sponsor”).

have neither engaged in any operations nor generated any revenue to date.

Based on our business activities, the Company is a “shell

company”

as defined under the Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal

assets consisting almost entirely of cash.

statements for our initial public offering (the “Initial Public Offering”) became effective on September 1, 2020.

On September 4, 2020, we consummated our Initial Public Offering of 44,275,000 units (the “Units”

and, with respect

to the shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”) included in the Units

offered, the “Public Shares”), including 5,775,000 additional Units to cover over-allotments (the “Over-Allotment

Units”), at $10.00 per Unit, generating gross proceeds of $442.75 million.

Substantially

concurrently with the closing of the Initial Public Offering, we consummated the private placement (the “Private Placement”)

of 7,236,667 warrants (each, a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”),

at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $10.86 million.

to the consummation of the Initial Public Offering, on July 16, 2020, the Sponsor paid $25,000, or approximately $0.002 per share,

to cover certain offering costs of the Company in consideration for 10,062,500 shares (the “Founder Shares”) of Class B

common stock of the Company, par value $0.0001 per share (“Class B Common Stock”).

In August 2020, our Sponsor transferred

25,000 Founder Shares to each of Mr.

Leproust and Mr.

On September 1, 2020, we effected a 1:1.1 stock split

of our Class B Common Stock, resulting in our Sponsor holding an aggregate of 10,993,750 Founder Shares and there being an aggregate

of 11,068,750 Founder Shares outstanding.

the closing of the Initial Public Offering and the Private Placement, $442.75 million ($10.00 per Unit) of the net proceeds

of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust

Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States government

treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S.

Treasuries and meeting certain

conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as

determined by the Company, until the earlier of:

(i) the completion of an initial Business Combination and (ii) the

distribution of the Trust Account as described below.

entered into separate forward purchase agreements with affiliates of our Sponsor, Casdin Capital, LLC (“Casdin Capital”)

and Corvex Management LP (“Corvex Management”), in their capacities as investment advisors on behalf of one or more

investment funds, clients or accounts managed by each of Casdin Capital and Corvex Management, respectively (collectively, their

“Clients”), pursuant to which, subject to the conditions described below, they will cause certain Clients to purchase

from us up to an aggregate amount of 15,000,000 shares of Class A Common Stock (the “Forward Purchase Shares”) for

$10.00 per Forward Purchase Share, or an aggregate amount of up to $150,000,000, in a private placement that will close concurrently

with the closing of our initial Business Combination.

The respective obligations of Casdin Capital and Corvex Management to cause

Clients to purchase Forward Purchase Shares will, among other things, be conditioned on our completing an initial Business Combination

with a company engaged in a business that is within the investment objectives of the Clients purchasing Forward Purchase Shares

and on the Business Combination (including the target assets or business, and the terms of the Business Combination) being reasonably

acceptable to such Clients as determined by Casdin Capital or Corvex Management, as relevant, as investment advisors on behalf

of such Clients.

Class A Common Stock and warrants trade on The Nasdaq Capital Market (“Nasdaq”) under the symbols “CMLF”

and “CMLFW,”

respectively.

Those Units not separated continue to trade on Nasdaq under the symbol “CMLFU.”

management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and

the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward

consummating our initial Business Combination.

Our initial Business Combination must be with one or more operating businesses

or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed

to management for working capital purposes and excluding the amount of any deferred underwriting discount held in Trust) at the

time we sign a definitive agreement in connection with the initial Business Combination.

However, we will only complete a Business

Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or

otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

under the Investment Company Act.

intend to effectuate a Business Combination using the proceeds from the Initial Public Offering and Private Placement, and from

additional issuances of, if any, our capital stock and our debt, or a combination of cash, stock and debt.

We have not engaged

in, and we will not engage in, any operations until we complete a Business Combination, and we have not generated any operating

revenue to date.

We will not generate any operating revenues until after completion of our initial Business Combination, at the

Our entire activity since inception through December 31, 2020 related to our formation, the preparation for the

Initial Public Offering, and following the closing of the Initial Public Offering, the search for a prospective initial Business

Based on our business activities, we are a “shell company”

as defined under the Exchange Act, because

we have no operations and nominal assets consisting almost entirely of cash.

will provide the holders of our Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a

portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a general

meeting called to approve the initial Business Combination or (ii) by means of a tender offer.

The decision as to whether

we will seek stockholder approval of our initial Business Combination or conduct a tender offer will be made by us.

Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account.

per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting

commissions we pay to the underwriters of the Initial Public Offering.

we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, we will (i)

cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business

days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay

our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares,

which redemption will completely extinguish Public Stockholders’

rights as stockholders (including the right to receive

further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to

the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations

under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Sema4 Business Combination

February 10, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mount Sinai Genomics,

Inc., a Delaware corporation, d/b/a Sema4 (“Sema4”), and S-IV Sub, Inc., a Delaware corporation and our direct wholly-owned

subsidiary (“Merger Sub”).

Pursuant to the terms of the Merger Agreement and subject to the conditions thereof, we

will acquire Sema4 through the merger of Merger Sub with and into Sema4, with Sema4 surviving as our wholly-owned subsidiary (the

“Merger”) and, in connection with the Merger, our name will be changed to a name to be determined by Sema4 (and reasonably

acceptable to us) (together with the other agreements and transactions contemplated by the Merger Agreement, the “Sema4

Business Combination”).

Holders of Sema4 Capital Stock will receive common stock of CM Life Sciences and, at their election,

up to $343 million in cash in exchange for shares of Sema4.

The consummation of the proposed Sema4 Business Combination

is subject to certain conditions as further described in the Merger Agreement.

February 10, 2021, concurrently with the execution of the Merger Agreement, we entered into subscription agreements (collectively,

the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”

which include

certain existing equityholders of Sema4), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors

have collectively subscribed for 35,000,000 shares of our common stock for an aggregate purchase price equal to $350,000,000 (the

“PIPE Investment”).

The PIPE Investment will be consummated immediately prior to the closing of the Sema4 Business

The Subscription Agreements provide for certain customary registration rights for the PIPE Investors.

The Subscription

Agreements will terminate with no further force and effect upon the earliest to occur of:

(a) such date and time as the Merger

Agreement is terminated in accordance with its terms;

(b) the mutual written agreement of the parties to such Subscription Agreement;

and (c) November 9, 2021.

more information about the Merger Agreement and the proposed Sema4 Business Combination, see “Item 7.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations —

Sema4 Business Combination Announcement,”

as well as our Current Report on Form 8-K filed with the SEC on February 11, 2021 and the Sema4 Disclosure Statement that

we will file with the SEC.

Unless specifically stated, this Annual Report does not give effect to the proposed Sema4 Business

Combination and does not contain the risks associated with the proposed Sema4 Business Combination.

Such risks and effects relating

to the proposed Sema4 Business Combination will be included in the Sema4 Disclosure Statement.

team intends to leverage the strong life sciences knowledge base and public and private market experience of our Sponsor in completing

our initial Business Combination.

Our Sponsor is an affiliate of Eli Casdin, founder and Chief Investment Officer of Casdin Capital,

and of Keith Meister, founder and Chief Investment Officer of Corvex Management, two leading investment firms.

the years, members of our management team from Casdin Capital have developed a rich, reflective and repeatable scientific process

as rigorous as any found in relevant research labs, which we intend to draw upon as we evaluate targets.

Our strategy is to seek

out every possible data point and test every possible hypothesis.

By methodically breaking down core elements, from treatments

to management teams to political-historical context, and examining them from all angles, testing theories as we go, our leadership

team learns and grows in step with the life sciences industry itself.

When we assess company targets and the mechanisms for solving

them, whether a drug or a technology application, we will seek to understand their innovative methodologies, not just their market

Beyond the science, we will also scrutinize target markets and competitors, question CEOs, Executive Teams and Boards

on their ability to measure outcomes and push toward solutions, and create models for everything from commercial launch capabilities

to regulatory hurdles to an entire team’s industry expertise and history.

Deep knowledge of the science and its applications

is only the beginning.

Our experience continually reminds us to focus on leadership’s ability to grow a business and create

an empowered workforce, and we seek companies that create the drive and resilience necessary to reach ambitious goals and, ultimately,

market success.

Capital has developed relationships going back to the unlocking of the human genome, and today is a familiar and trusted participant

in this dynamic and complex industry, as well-versed in the science as in the business models that underpin it.

As an affiliate

of Casdin Capital with key management members from Casdin Capital, we intend to leverage its reputation and position as more than

just an investor, but a key partner to major and emerging companies, to work with the most successful and innovative industry

professionals, the ones who will continue to drive growth and profits over the next few decades.

Combined with Corvex Management,

our leadership team is diverse and deep, with strengths in science and business, in research and investing, capital markets and

corporate board rooms, and as alert to industry realignments as they are to subtle market moves.

Success and strong returns come

as much from our collective dedication as it does from our area-expertise.

Our seasoned management team and board intends to leverage

information from industry experts, scientists, management teams, and corporate directors to proceed with discipline and rigor

to complete an attractive business combination that will produce attractive returns for our shareholders.

with our acquisition strategy, we have identified the following criteria to evaluate prospective target businesses.

to seek to acquire companies in the Life Sciences Tools, Synthetic Biology and Diagnostics fields and that we believe:

a potential scientific or other business advantage or opportunity in the markets in which

they operate;

strong and experienced management teams or key personnel;

offer attractive risk-adjusted equity returns for our shareholders.

criteria are not intended to be exhaustive.

Any evaluation relating to the merits of a particular initial business combination

may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our

management team may deem relevant.

In the event that we decide to enter into our initial business combination with a target business

that we believe does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above

criteria in our stockholder communications related to our initial business combination, which would be in the form of proxy materials

or tender offer documents, as applicable, that we would file with the SEC.

Business Combination

rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of

the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest

earned on the Trust Account) at the time of our signing a definitive agreement in connection with our initial business combination.

Our board of directors will make the determination as to the fair market value of our initial business combination.

of directors is not able to independently determine the fair market value of our initial business combination, we will obtain

an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect

to the satisfaction of such criteria.

While we consider it unlikely that our board of directors will not be able to make an independent

determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or

experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the

target’s assets or prospects.

Additionally, pursuant to Nasdaq rules, any initial business combination must be approved

by a majority of our independent directors.

anticipate structuring our initial business combination so that the post-transaction company in which our Public Stockholders

own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure

our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets

of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons,

but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required

to register as an investment company under the Investment Company Act.

Even if the post-transaction company owns or acquires 50%

or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority

interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding

capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the

issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own

less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity

interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such

business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test

described above.

If the business combination involves more than one target business, the 80% of net assets test will be based

on the aggregate value of all of the target businesses.

of Potential Initial Business Combination Targets

are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, executive

officers or directors, or completing the Business Combination through a joint venture or other form of shared ownership with our

Sponsor, executive officers or directors.

In the event we seek to complete an initial Business Combination with a target that

is affiliated with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an

opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that such

an initial Business Combination is fair to our company from a financial point of view.

Our second amended and restated certificate

of incorporation provides that a target will not be deemed an affiliate solely by virtue of ownership by our Sponsor or its affiliates,

or any of their or our executive officers or directors, of less than 10% of its common stock, individually or in the aggregate.

of our management team and our independent directors will directly or indirectly own Founder Shares and/or Private Placement Warrants

following the Initial Public Offering and, accordingly, may have a conflict of interest in determining whether a particular target

business is an appropriate business with which to effectuate our initial Business Combination.

Further, each of our officers and

directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation

of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial

Business Combination.

of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations

to another entity pursuant to which such officer or director is or will be required to present a Business Combination opportunity

to such entity.

Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which is

suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her

fiduciary or contractual obligations to present such Business Combination opportunity to such other entity.

Our second amended

and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director

or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer

of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable

for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another

legal obligation.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors

will materially affect our ability to complete our initial Business Combination.

addition, our Sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to

ours or may pursue other business or investment ventures during the period in which we are seeking an initial Business Combination.

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial Business Combination.

However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial Business

Rights for Public Stockholders upon Completion of Our Initial Business Combination

will provide our Public Stockholders with the opportunity to redeem all or a portion of their shares of Class A Common Stock upon

the completion of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination,

including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by

the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein.

The amount in

the Trust Account is initially anticipated to be $10.00 per public share.

The per share amount we will distribute to investors

who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Our initial stockholders, Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they

have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares they may hold in connection

with the completion of our initial Business Combination.

A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms

of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial

Business Combination or redeem any shares in connection with such initial Business Combination, and all shares of Class A Common

Stock submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity-linked securities

or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to forward

purchase agreements or backstop arrangements we may enter into following consummation of the Initial Public Offering, in order

to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

on Redemptions

second amended and restated certificate of incorporation provides that in no event will we redeem our Public Shares in an amount

that would cause our net tangible assets to be less than $5,000,001.

In addition, our proposed initial Business Combination may

impose a minimum cash requirement for:

(i) cash consideration to be paid to the target or its owners, (ii) cash for working capital

or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event the aggregate cash

consideration we would be required to pay for all shares of Class A Common Stock that are validly submitted for redemption plus

any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate

amount of cash available to us, we will not complete the initial Business Combination or redeem any shares in connection with

such initial Business Combination, and all shares of Class A Common Stock submitted for redemption will be returned to the holders

We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other

indebtedness in connection with our initial Business Combination, including pursuant to forward purchase agreements or backstop

arrangements we may enter into following consummation of the Initial Public Offering, in order to, among other reasons, satisfy

such net tangible assets or minimum cash requirements.

of redemptions pursuant to tender offer rules

the event we conduct redemptions pursuant to the tender offer rules, we will:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same

financial and other information about the initial business combination and the redemption rights as is required under Regulation

14A of the Exchange Act, which regulates the solicitation of proxies.

offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we

will not be permitted to complete our initial Business Combination until the expiration of the tender offer period.

the tender offer will be conditioned on Public Stockholders not tendering more than a specified number of Public Shares, which

number will be based on the requirement that we may not redeem Public Shares in an amount that would cause our net tangible assets

to be less than $5,000,001.

If Public Stockholders tender more shares than we have offered to purchase, we will withdraw the tender

offer and not complete the initial Business Combination.

of our initial Business Combination to a stockholder vote

we provide our Public Stockholders with the opportunity to redeem their Public Shares in connection with a stockholder meeting,

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation

of proxies, and not pursuant to the tender offer rules, and

proxy materials with the SEC.

we seek stockholder approval, we will complete our initial Business Combination only if a majority of the outstanding shares of

common stock voted are voted in favor of the initial Business Combination.

A quorum for such meeting will consist of the holders

present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power

of all outstanding shares of capital stock of the Company entitled to vote at such meeting.

Our initial stockholders will count

towards this quorum and, pursuant to the letter agreement, our Sponsor, officers and directors have agreed to vote any Founder

Shares they hold and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions)

in favor of our initial Business Combination.

For purposes of seeking approval of the majority of our outstanding shares of common

stock voted, non-votes will have no effect on the approval of our initial Business Combination once a quorum is obtained.

These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will

consummate our initial Business Combination.

Each public stockholder may elect to redeem its Public Shares irrespective of whether

they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting

held to approve the proposed transaction.

we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial

Business Combination pursuant to the tender offer rules, our Sponsor, initial stockholders, directors, executive officers, advisors

or their respective affiliates may purchase Public Shares or public warrants in privately negotiated transactions or in the open

market either prior to or following the completion of our initial Business Combination.

There is no limit on the number of shares

our initial stockholders, directors, officers, advisors or their respective affiliates may purchase in such transactions, subject

to compliance with applicable law and Nasdaq rules.

However, they have no current commitments, plans or intentions to engage in

such purchases or other transactions and have not formulated any terms or conditions for any such purchases or other transactions.

None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions.

If they engage

in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information

not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

In the event that our

Sponsor, initial stockholders, directors, officers, advisors or their respective affiliates purchase shares in privately negotiated

transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders

would be required to revoke their prior elections to redeem their shares.

We do not currently anticipate that such purchases,

if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction

subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases

that the purchases are subject to such rules, the purchasers will be required to comply with such rules.

purpose of any such purchases of shares could be to (i) vote such shares in favor of the Business Combination and thereby increase

the likelihood of obtaining the requisite stockholder approval of the Business Combination or (ii) to satisfy a closing condition

in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial

Business Combination, where it appears that such requirement would otherwise not be met.

The purpose of any such purchases of

public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted

to the warrant holders for approval in connection with our initial Business Combination.

Any such purchases of our securities

may result in the completion of our initial Business Combination that may not otherwise have been possible.

on Redemption Upon Completion of Our Initial Business Combination If We Seek Stockholder Approval

we seek stockholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial

Business Combination pursuant to the tender offer rules, our second amended and restated certificate of incorporation provides

that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting

in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption

rights with respect to more than an aggregate of 20% of the shares sold in the Initial Public Offering, which we refer to as the

“Excess Shares,”

without our prior consent.

We believe this restriction will discourage stockholders from accumulating

large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against

a proposed Business Combination as a means to force us or our management to purchase their shares at a significant premium to

the then-current market price or on other undesirable terms.

Absent this provision, a public stockholder holding more than

an aggregate of 20% of the shares sold in the Initial Public Offering could threaten to exercise its redemption rights if such

holder’s shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price

or on other undesirable terms.

By limiting our stockholders’

ability to redeem no more than 20% of the shares sold in the

Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably

attempt to block our ability to complete our initial Business Combination, particularly in connection with a Business Combination

with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

we would not be restricting our stockholders’

ability to vote all of their shares (including Excess Shares) for or against

our initial Business Combination.

of Public Shares and Liquidation if No Initial Business Combination

second amended and restated certificate of incorporation provides that we will have only 24 months from the closing of the

Initial Public Offering to complete our initial Business Combination.

If we are unable to complete our initial Business Combination

within such 24-month period from the closing of the Initial Public Offering or during any extended period of time that

we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate

of incorporation (an “Extension Period”), we will:

(i) cease all operations except for the purpose of winding up,

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held

in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses),

divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’

rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate

and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements

of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will

expire worthless if we fail to complete our initial Business Combination within the 24-month time period or during any Extension

may encounter intense competition from other entities having a business objective similar to ours, including private investors

(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international,

competing for the types of businesses we intend to acquire.

Many of these individuals and entities are well established and have

extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing

services to various industries.

Many of these competitors possess greater technical, human and other resources or more local industry

knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.

Additionally, the number of blank check companies looking for Business Combination targets has increased compared to recent years

and many of these blank check companies are sponsored by entities or persons that have significant experience with completing

Business Combinations.

While we believe there are numerous target businesses we could potentially acquire with the net proceeds

from our Initial Public Offering and Private Placement, if the proposed Sema4 Business Combination is not consummated, our ability

to compete with respect to the acquisition of certain target businesses will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

our obligation to pay cash in connection with our Public Stockholders who exercise their redemption rights may reduce the resources

available to us for our initial Business Combination, and our outstanding warrants, and the future dilution they potentially represent,

may not be viewed favorably by certain target businesses.

Any of these obligations may place us at a competitive disadvantage

in successfully negotiating a Business Combination.

If we have not completed our initial Business Combination within the required

time period, our Public Stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the

liquidation of our Trust Account and our warrants will expire worthless.

currently have three executive officers:

Eli Casdin, Brian Emes and Shaun Rodriguez.

These individuals are not obligated to devote

any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs

until we have completed our initial Business Combination.

The amount of time they will devote in any time period will vary based

on the status of the proposed Sema4 Business Combination and, if the proposed Sema4 Business Combination is not consummated, whether

a different target business has been selected for our initial Business Combination and the current stage of the Business Combination

We do not intend to have any full time employees prior to the completion of our initial Business Combination.

We are a patient-centered, health intelligence company with a mission to use artificial intelligence, or AI, and machine learning to enable personalized medicine for all.

Our integrated information platform leverages longitudinal patient data, AI-driven predictive modeling, and genomics in combination with other molecular and high-dimensional data in our efforts both to deliver better outcomes for patients and to transform the practice of medicine, including how disease is diagnosed, treated, and prevented.

We have established one of the largest, most comprehensive, and fastest growing integrated health information platforms, collecting and leveraging genomic and clinical data in partnership with patients, healthcare providers and an extensive ecosystem of life science industry contributors.

We are now generating and processing over 47 petabytes of data per month, growing by more than 1 petabyte per month, and maintaining a database that includes approximately 12 million de-identified clinical records, including more than 500,000 with genomic profiles, integrated in a way that enables physicians to proactively diagnose and manage disease.

This expanding database is a virtuous cycle of data:

new data enables us to further develop, train, and refine predictive models and drive differentiated insights, which models and insights we deploy through our next generation diagnostic and research solutions and portals to support clinicians and researchers and engage patients, all of which interactions generate more data to continue the cycle.

Today, by providing differentiated insights through diagnostic testing solutions to physicians and patients across the United States, or U.S., in areas such as reproductive health, or Women’s Health, population health, and oncology, or Oncology, we are reimbursed by payors, providers, and patients for providing these services.

In collaboration with pharmaceutical and biotech, or Biopharma, companies, we receive payments for a broad range of services relating to the aggregated data on our information platform, such as consenting and recontacting patients, the development and implementation of a wide range of predictive models, including drug discovery programs, conducting real-world evidence studies, and aiding in the identification and recruitment of patients into clinical trials.

Over the next several years, we expect to focus on expanding the revenue from our health system and Biopharma partners, while also working to continue to grow the volumes and revenues from our diagnostics test solutions.

While there are many companies seeking to harness the potential of “big data” to address the challenges within the healthcare ecosystem, we believe that few have the scale of our company combined with our revenue-generating diagnostics testing business and origins as a company conceived and nurtured within a world-class health system.

These characteristics have enabled us to build a significant and highly differentiated technological and informational asset positioned to drive precision medicine solutions into the standard of care in an unparalleled way.

Our World Class Team and Unique Origins

Sema4 was founded by Eric Schadt, Ph.D.

as part of Icahn School of Medicine at Mount Sinai’s Department of Genetics and Genomic Sciences and the Icahn Institute for Genomics and Multiscale Biology.

Schadt is a world-renowned expert on constructing predictive models of disease that link molecular data to physiology to enable clinical medicine.

He has published more than 450 peer-reviewed papers in leading scientific journals, with a public citation or h-index of 137, and contributed to discoveries relating to the genetic basis of common human diseases such as cancer, diabetes, obesity, and Alzheimer’s disease.

As of December 31, 2021, we have approximately 1200 employees, including over 160 Ph.D.-level data scientists whose collective work has been recognized in areas such as data science, network modeling, multiscale biotechnology and genomics.

Sema4 was established out of the Mount Sinai Health System (which we refer to together with our related entities as Mount Sinai) and commenced operations in June 2017 as a commercial entity that could effectively engage diverse patient populations and health care institutions at scale, founded on the idea that more information,

deeper AI-driven learning, and increased engagement of patients and their providers will improve diagnosis, treatment, and prevention of disease.

We have since established and deployed our comprehensive and integrated genomics and information platforms, and intend to continue to expand our scale and reach through organic and inorganic growth.

Our Purpose-Built, Flexible Platforms Address Immediate and Untapped Market Opportunities

With the rapid decline in next generation sequencing costs and the increased accessibility of large scale, commoditized computer hardware and storage information products through the cloud, we expect that our core information platform, Centrellis®, supported and fueled by our genomic analysis platform, Traversa™, will be well-positioned to drive improved clinical outcomes competitively in the healthcare market.

Our information platform was built to be highly adaptable to different data types and different diseases and health conditions, with the aim to deliver precision medicine and improved health outcomes across a patient’s entire life cycle.

Accordingly, we expect our platforms to capitalize on a wide range of growth opportunities, and we intend to apply capital over time to make targeted acquisitions to accelerate our ability to reach a wider range of patients, integrate more deeply into clinical workflows, and address the significant, unaddressed white space for health intelligence in the healthcare ecosystem.

These include a broad range of therapeutic segments, beyond our existing focus of our diagnostics solutions for Women’s Health, and Oncology, where we believe there is an immediate need for precision medicine solutions such as in autoimmune disorders, where medical care represented over $100 billion of spend in the U.S.

in 2011, rare diseases, which is estimated to cost the U.S.

healthcare system over $400 billion annually, and cardiovascular disease, where direct medical spend represents approximately $200 billion annually.

By combining our data-driven approach and our deep understanding of health system workflows, we have developed a holistic health information platform, Centrellis, to transform the disease diagnosis and treatment paradigm for the entire healthcare ecosystem:

patients, physicians, health systems, payers, and Biopharma companies.

The Centrellis platform is comprised of a data management backend that supports a wide array of databases, data warehouses, and knowledge bases, a data analytics layer to mine the data and construct predictive models that provide differentiated insights, and a series of application programmable interfaces to enable tool and software applications to access the data and models.

Centrellis serves as the underlying foundation of our precision medicine solution and comprises a sophisticated data management and analytics engine.

In the data management layer, our platform processes and stores data in a highly structured and accessible way, which is then analyzed by an advanced insights engine in the analytics layer that deploys state-of-the-art AI, probabilistic causal reasoning and machine learning approaches, and complementary analytics capabilities to deliver increasingly accurate insights to patients, providers, and researchers across a broad range of applications.

Centrellis is designed to transform treatment decisions across multiple therapeutic areas by engaging large-scale, high-dimensional data and querying the predictive models of disease and wellness using patient-specific data to derive highly personalized, clinically actionable insights.

Centrellis supports various applications, such as delivery of personalized and actionable treatment insights into clinical reports, clinical trial matching, real-world evidence trials and clinical decision support, through an advanced programmable interface, or API, layer.

We have also developed a comprehensive genomic platform, Traversa™, to serve as the backbone of our screening and diagnostic products and with the capacity to deliver molecular data that can be re-accessed, analyzed and delivered throughout a patient’s lifetime.

Traversa is designed to simultaneously assay at clinical-grade coverage all known medically relevant regions of the genome, as well as survey the entirety of the human genome, to surface signals that might be medically relevant to a patient in the future.

Traversa is integrated with the Centrellis information platform and is designed to adapt at the rate of learning and to match the significant pace of information and knowledge growth, especially in the genomics arena, to allow us to provide actionable, accurate, and cutting-edge insights from complex and comprehensive data assets.

We also expect this platform to enable us to scale our operations and to improve our margins in generating secondary insights for patients and providers.

We Are Building Richer Longitudinal Data Through Deeper Patient and Provider Engagement

We engage with patients, physicians, and health systems as partners and based on principles of transparency, choice, and consent.

Driven by our direct engagement with patients and strategic relationships with multiple health systems, the database we have built contains extensive electronic medical record, or EMR, data, totaling approximately 12 million de-identified clinical records, many with genomic profiles, and has been designed to enable Centrellis to draw from our extensive data assets in a way that enables physicians to proactively diagnose and manage disease.

We expect our current and targeted strategic relationships will provide us with access to additional active patient cohorts and datasets to fuel this growth and perpetuate our iterative, data-driven business model, including by rapidly scaling our diagnostic test solutions franchise with physicians and patients through direct engagement with multiple health system partners.

In addition to providing a majority of our current revenue and generating hundreds of thousands of genomic profiles, our established diagnostic test solutions also allow us to engage patients directly as partners, both as part of their clinical care and also acting on their behalf, with appropriate informed consent, to acquire, organize and manage any health data generated on them through the course of their care, all of which contributes to the further development of our genomics and information platforms.

Further, we have demonstrated patients’ willingness to partner with us.

For example, over 80% of diagnostics solutions patients and users who engaged with our patient portal have given us their informed consent to retrieve, organize, and manage their health records and data, and to facilitate their access to and sharing of that data, as well as additional data that patients share and create through their use of our expanding suite of digital experience products.

Our Established Diagnostic Solutions Are Scaling Rapidly

We currently operate a mature diagnostic business that generates revenue and engages with patients through our varied and sophisticated diagnostics and screening offerings.

Our population health offerings are designed to run through our Traversa platform and give us the ability to inform on thousands of diseases and conditions, from rare disorders, to drug safety, to risk profiles across a broad range of common human diseases of significant public health concern.

We have developed an array of diagnostic and screening solutions to inform across a patient’s life course, ranging from reproductive health and newborn screening to drug safety and oncology.

Our Women’s Health solutions sequence and analyze an industry-leading number of genes, and use Centrellis’ interpretive information tools to translate raw sequencing and clinical data efficiently and accurately into digestible clinical reports that guide decision making by patients and physicians.

Our Oncology diagnostic solutions feature both somatic tumor profiling and hereditary cancer screenings, along with a foundational whole exome and whole transcriptome sequencing approach.

Centrellis enables the complex interpretations of these data to identify key driver genes, activated and suppressed pathways, molecular subtypes, therapeutic interventions and matching to clinical trials.

We believe our array of diverse diagnostic solutions, built on our differentiated grounding in scientific excellence and coupled with an end-to-end full-service model, have led to our rapidly growing customer bases in Women’s Health and Oncology and increasing traction with health systems, as well as deep, trusting engagement with patients.

We Are Embedding Our Solutions Through Innovative, Deep Relationships

Our origins in and subsequent work with Mount Sinai have provided us with an extensive understanding of health systems, patient, and physician workflows as well as the complex interconnectivities that define patient-physician relationships.

We have used this knowledge to develop our integrated health system collaboration model, where we have the capabilities necessary to integrate across health system workflows as a holistic health intelligence partner in order to deploy our comprehensive genomics and information platforms, our data curation and harmonization capabilities, and our patient and provider engagement software applications.

Our solutions support our health system partners across their operations, helping them integrate a new standard of care and creating a deep relationship with us that helps both partners realize the potential of the relationship.

In addition to creating diagnostic revenue and a clinical relationship with our health system partners and their patients, this engagement provides us with access to insights informed by analyzed and processed EMRs from the health system, as well as the expansive molecular information we generate from our genomics platform as the health system’s precision medicine

Learning from our long-standing relationship with Mount Sinai, we have refined a health system engagement model that is both operational and economic and designed to maximize both our and our health system partner’s value from the relationship.

We are currently activating and expanding our relationships with several leading health systems that will expand our access to data and that we expect will position our platforms for rapid growth and broad commercial opportunities, and have recently signed contracts with three new health systems in support of this strategy.

These systems include:

AdventHealth, Avera Health, and Northshore University HealthSystem.

Our AdventHealth partnership builds upon the current AdventHealth Genomics and Personalized Health Program to offer genomic solutions to patients across a number of services and specialties.

Together, we will conduct data structuring and curation of the combined genomic and clinical data to enable clinicians and scientists to advance research and discovery to improve patient care.

We are initially focused on accelerating research in the central Florida division, which includes 18 hospitals and emergency departments, and accounts for more than two million patient visits annually.

Nationally, AdventHealth has 51 hospitals and over 100 care sites across 9 states.

Our Avera Health partnership initially focuses on advancing oncology care, enabling Avera Health’s providers and patients to benefit from data-driven insights that inform targeted cancer treatments.

Avera Health’s providers will be able to leverage Centrellis, to curate, structure and integrate clinical and genomic data to support both cancer research and clinical care at Avera Health.

We will deliver predictive disease network models and clinically actionable insights, empowering Avera Health’s providers to further improve the prevention, detection, and treatment of cancer for their patients.

We are also offering digital tools, which give Avera Health’s providers the ability to readily search for cohorts of patients based on clinical criteria, view a patient’s treatment history that is contained in the curated data as an interactive timeline, and more systematically match patients to clinical trials.

At NorthShore University HealthSystem, we are enabling a data-driven genomics program to help clinicians and patients detect, and treat diseases at an early stage, when they are most treatable.

As part of the program, NorthShore University HealthSystem’s clinicians and patients will have access to our information-rich genomic solutions for hereditary cancer, population health, pharmacogenomics, and rare expanded carrier screening.

Importantly, by combining clinical information with genomic analysis, physicians will be better positioned to administer more personalized, holistic care plans by both drawing insights on how genetic variants will impact patients’ chances of developing disease and determining the most appropriate treatment options.

In addition to guiding clinicians, the program is expected to make it easier for NorthShore University HealthSystem patients to understand the implications of genomic findings.

Centered on Centrellis and Traversa, we have also established and continue to seek strategic relationships with Biopharma companies to enable innovation across the entire drug lifecycle, from next generation drug discovery and development, to post-market efficacy surveillance, to informing on bioavailability, toxicity, tolerability, and other features critical to drug development.

We have demonstrated the ability to integrate across all aspects of the next generation therapeutic and drug development process, including:

biomarker identification as part of early stage drug discovery;

identification, validation and prioritization of drug targets;

clinical trial patient recruitment;

real-world evidence studies;

and identifying new markets and indications for existing assets.

We believe our solutions allow our Biopharma partners to harness the potential of big data to enable the development of next generation precision medicine therapeutics.

Our Health Information Platform Solution

patients, physicians, health systems, payers, and Biopharma companies.

Centrellis is the culmination of our critical competencies and goals as a company:

• technologies aimed at patient and provider engagement,

• the generation, aggregation and standardization of multi-dimensional data, and

• the modeling and generation of differentiated, domain-specific insights

Driven by the virtuous cycle and interconnection of our clinical diagnostics products, rich data assets, database engineering and data science applications, we continue to evolve and deploy our platform to facilitate a better understanding of disease and wellness and improve the standard of care through information driven knowledge and understanding.

Provider Engagement Technologies:

Our Next Generation Tools

We have built comprehensive solutions in Centrellis that enable clinicians, researchers, and patients to engage with the relevant structured health data and to leverage our predictive models of disease and wellness and produce clinically actionable insights.

For clinicians and researchers, we have designed Centrellis’s adaptive learning capabilities and tools to enable health systems and clinicians to manage their patient care, research, and health data in one place and to adapt to rapidly changing scientific and clinical norms through an advanced programmable interface, or API, layer, including:

• Integration and on-boarding for health systems and practices that connects data from EMRs and disparate and varied databases,

• Searching and analyzing cohorts of patients, allowing an assessment of their patient populations and quality of care in real-time,

• Enabling clinical decision support and personalized and actionable treatment insights into clinical reports,

• Identifying patients who are candidates for certain clinical genomic analyses,

• Managing the clinical analysis ordered for their patients, from ordering, tracking, resulting, and reanalyzing based on new findings,

• Supporting clinical care and research by matching patients to available clinical trials based on highly personalized inclusion and exclusion metrics, and

• Informing on administrative decisions including as they relate to patient growth, total cost of care, and risk identification and mitigation.

Patient Engagement Technologies:

Building Trust and Providing Value Through Clinical Partnership

We are dedicated to giving patients control of their own health data, and in support of this goal, we have designed patient access to Centrellis through our patient portal.

Patients have demonstrated their trust by engaging with us and providing consent for us to collect and store their EMR data.

After creating an account, patients are able to manage and track the clinical analysis that we are performing for them, including by being able to track, receive, and understand the initial insights into their clinical tests and data (including expanded carrier screening, or ECS, tests, and hereditary cancer tests), and to access our supporting clinical services, such as genetic counseling.

Our patient portal also provides patients with the opportunity to partner with us to collect, manage, and regularly update their health data from their disparate healthcare providers, and help participants engage with their data through user-friendly applications, such as their genomic ancestry, personalized residual risk calculations, and other clinical and educational insights and information through important health events, like their pregnancy journey.

For patients who have indicated their willingness to participate in research studies, our platform also provides integrated digital informed consenting and research program participation, through transparent, institutional review board approved processes, including targeted clinical trials offerings that provide relevant alternatives and access to the latest scientific trials.

Activating Data Through Generation, Curation and Engineering

We designed Centrellis to create an accessible and usable database that can support interpretation consistently across patient populations represented within the broad healthcare ecosystem.

Centrellis aggregates large-scale and diverse data, abstract and structure informative unstructured data, and finally integrate the data into an accessible, web-scalable data warehouse that employs a common data model across a broad series of databases.

Unstructured data derived from EMR and associated data are run through multiple pipelines leveraging machine learning-enabled natural language processing, augmented as needed by human annotators, to extract information and knowledge from that data and then structure and implement extensive quality assurance processes for the resulting annotations.

Our multiscale, integrative strategy allows us to connect the processed EMR data with complex biological data from many sources, such as the genome, proteome, transcriptome, epigenome, and microbiome.

Our standardization of the genomic and EMR data also allows us to pursue strategic relationships in the Biopharma industry, connecting Biopharma companies with clinicians and researchers to create computational models of disease, discover and validate targets and biomarkers, help design clinical trials and recruit patients, and support the collection of real-world data and evidence.

We not only collect data from external sources, but also generate clinical-grade genomic datasets in our clinical and research processes, which further fuels the richness of the data from which Centrellis draws.

Our genomic infrastructure enables us to convert bio-samples into datasets that span a range of genomic modalities, from DNA and RNA sequencing to epigenomic profiling, as well as different next generation sequencing technologies, including long-read, single molecule sequencing, low pass whole genome sequencing, and additional transformative technologies.

Together with our diagnostic solutions, we use this multi-technology approach to ensure we generate data to comprehensively cover clinically actionable insights from and common variation in the genome, enabling the diagnosis of rare conditions and diseases or risk of passing on mutations to offspring that may cause severe disease, predicting risks of developing diseases such as cancer, predicting tolerability of various therapeutics, and creating broad genomic health profiles through the use of polygenic risk scores.

Our Advanced Domain-Specific AI Informatics for Insight Generation

Finally, we believe our informatics and analysis capabilities form a meaningful connection between the web of databases that we have created in our data warehouse and the utility of Centrellis to our users.

Based on our informatics engine, Centrellis generates deep interpretive insights derived from large-scale, multi-omic data, taking advantage of our deeper data generation capabilities, and provides actionable treatment recommendations and innovative research findings.

These insights are provided to patients, clinicians, researchers, and partners through the tools described above.

We are also continuing to develop these models and insights.

Our researchers have developed a methodology to integrate diverse multi-omics data, including genomic, transcriptomic, and proteomic data, into causal probabilistic networks that help us to understand disease processes and identify key biomarkers through advanced network analysis.

Our scientists have pioneered the use of DNA variation information to statistically infer causal relationships among any number of traits that have common genetic variance components.

These approaches allow our teams to infer directed causal relationships among a pair of traits with shared genetic variance components, which then can be more systematically applied to traits to infer probabilistic causal network structures that can be mined for a broad range of discoveries.

We also designed Centrellis with a high degree of flexibility to allow the platform to adjust to the rapidly changing and advancing health information landscape, highlighted by our Traversa genomic analysis platform, which we believe will lead to improved cost profiles over time as assays transition to whole genome sequencing at increasing resolutions.

As we collect and analyze additional datasets, our platform enables the virtuous cycle of data, and we are able to further refine our products and hone our capabilities to provide enhanced analysis of these data.

More data and more insights generate further data and insights to support our models.

We have constructed automated pipelines to continuously search the literature and research repositories to expand and distill our knowledge graphs, which are in turn queried to provide the interpretations and insights delivered to users of our systems.

To support our interpretations and insights, we utilize internal experts as needed to help resolve conflicting findings to improve upon the actionable insights we deliver to physicians and patients.

Our Genomics Platform for Optimizing Screening and Diagnostic Genomics Products and Population Health Initiatives

Traversa is our comprehensive genomics platform that has been designed to serve as the backbone of our genomic analysis products, and we are in the process of transitioning all of our genomic analyses to this platform.

For products on the Traversa platform, we generate data on all known medically relevant regions of the genome at clinical-grade coverage, as well as low-pass whole genome data to span all common variation in the genome.

We also ask for the patient’s consent to biobank the corresponding samples for future clinical testing.

While we report on the specific genes analyzed at the request of the clinician and patient, these baseline data and bio-banked samples allow us to respond to requests for additional analysis quickly by generating “in silico” interpretations on genomic data already existing on a patient and to surface signals that might be medically relevant across a patient’s life course.

When deployed at across an entire health system, as we intend with our health system partners, Traversa will enable data driven collaborations and initiatives with health systems by establishing comprehensive clinical and genomic data profiles with patient consent.

Particularly where integrated with EMR data, Traversa provides health systems with a unique opportunity to deploy population health management programs because of the robust data from which those programs will draw and because of the efficiencies it will create across the health ecosystem by eliminating the repetition of the most time-consuming and costly aspects of genomic analysis, including sample collection and preparation and the generation of sequence data.

Using Traversa, clinicians and health systems will have the freedom to advance patient care by allowing clinicians to establish clinical utility and drive adoption of new analysis products, which we believe will consequently expedite improved reimbursements against lower total production costs for those offerings.

We Collect and Manage Rich, Longitudinal Data Built from Diverse Sources

The health information database that we have created draws from many complementary sources, which we manage in accordance with patient consent and preferences, our regulatory obligations, and our transparent privacy policy and practices.

These data are housed in a complex, cloud-based data lake that allows us to manage the various rights and obligations for each dataset at a granular level, including patient-specific requests with regard to their data.

This database includes data generated in the performance of our clinical services to patients and clinicians, including Women’s Health and Oncology testing, as well as additional data that patients provide to us through their engagement with our patient portal and research programs.

In addition, we participate in health information exchanges and public database programs, including through the National Institutes of Health.

We also generate and collect data by collaborating with our research partners and provide sequencing and analysis services in connection with research programs.

We further leverage the data rights provided by patients and secured through our strategic relationships, such as our oncology information partnership with VieCure that by the end of 2022 is expected to provide us with access to multiple cancer centers and data from all of their active cancer patients, with the number of newly diagnosed active cancer patients growing substantially each year.

Additionally, we support health systems and other clinical service providers by applying our Centrellis tools to their clinical workflows and medical record databases, and we receive certain rights to work with anonymized datasets and to partner with the health systems in their ongoing clinical and research programs.

We have provided such services extensively for Mount Sinai and are in the process of expanding this program with additional health systems, including Advent Health, Avera and NorthShore.

For more information regarding our data arrangements with Mount Sinai, see “ Certain Relationships and Related Party Transactions—Related Party Transactions—Sema4 ”.

Our Established Diagnostics Solutions

Our existing diagnostics solutions business centers around Women’s Health and Oncology and our industry-leading diagnostic solutions are powered by Centrellis and delivered through a full-service model that efficiently integrates into provider workflows.

Currently, we derive the majority of our revenue from these established diagnostic test solutions.

Our Elements Women’s Health Solutions

Our deep foundation in Women’s Health began before Sema4’s formation within Mount Sinai, where our lab—then called the “Mount Sinai Genetics Testing Lab”—pursued the goal of providing compassionate patient care to a highly diverse population while advancing science through education, research, and outreach.

We pioneered accurate and precise pre-conception genetic screening, and we have continued to build upon that work, expanding our focus into a multi-generational and pan-ethnic view of the health of individual women and their families.

Sema4 Elements™, our portfolio of data-science driven products and services to support reproductive and generational health, highlights our continued focused effort to accelerate the expansion of genomic diagnostic solutions, secondary insights, platform solutions and enriching health system value to drive continued growth in our Women’s Health business, including by leveraging our state-of-the-art genomic infrastructure and Centrellis platform.

Carrier Screening:

Deriving population-health insights from genomic data to differentiate our industry-leading tests

Our Expanded Carrier Screen, or ECS, test is one of the most comprehensive and accurate carrier screening tests available in the market, covering up to 502 genes.

We provide a comprehensive solution to physician practices to enable them not only to deliver sophisticated differential insights and care management guidance in support of the clinician’s care plan for the patient, but to also do so with minimal impact on the practice’s operation, helping to ensure physician offices are not overwhelmed by the amount of information and follow up that can be necessitated by carrier screening.

Our ECS solution uses proprietary technology to identify a patient’s molecular ancestry on a genome-wide level for personalized residual risk assessments by analyzing patient-specific genealogical information that is critical to better understand a patient’s chance for passing on inherited disease.

This technology has been designed to increase the accuracy of the residual risks reported to patients, in comparison to competing products that determine residual risk based on using self-reported ancestry information that does not reflect the population groups represented in the patient’s genome.

Our solution also provides patients with personalized residual risk education, along with the option to view their molecular ancestry report in the Sema4 patient portal.

Our Non-invasive Prenatal Testing Solutions

Our Noninvasive Prenatal Testing is a comprehensive noninvasive prenatal test, that screens for autosomal and sex chromosome aneuploidies.

Our advanced sequencing technology has been designed to provide reliable results down to approximately 2% fetal fraction, the amount of fetal cell-free DNA in the maternal blood sample, and has been designed to have a low failure rate, which helps reduce the need for redraws, limits unnecessary invasive procedures, and improves time to results.

Expansive development in prenatal screening allows our team to advance scientific efforts to deliver Genome Wide Screening and includes the ability to detect additional whole chromosome aneuploidies and copy number variations, or CNVs.

We believe an updated bioinformatics pipeline will help to further reduce false positives.

We expect to release new versions of our code in 2022, which we believe will help improve the positive predictive value for CNV calling through fetal fraction enrichment and CNV normalization through nucleosome positioning and fragment characteristics.

We are developing these future test versions to enable the detection of single gene disorders, such as cystic fibrosis and sickle cell disease.

This testing may be used for at risk couples to screen a pregnancy for genomic analysis of a specific disorder or as a general screening tool with a panel of diseases.

We believe these code enhancements will also facilitate validation of polyploidy, fetal zygosity and molar pregnancy detection, all of which are important aspects of screening pregnancies for chromosomal abnormalities and are not widely available through non-invasive testing.

Our Natalis Newborn Screening Solutions

Our Natalis test is an extension of our screening portfolio allowing for detection of heritable conditions from pre-conception, pregnancy and childhood.

Newborn Screening, or NBS, detects heritable conditions that are amenable to medical management in newborns and young children.

Natalis screens for 193 conditions where

knowledge of the condition by the pediatrician may result in prescribing treatment with medications, dietary modifications, or other therapies to improve the baby’s health.

All positives are confirmed using biochemical and molecular analysis.

Natalis screens for up to five times as many conditions as the newborn screening programs run by certain state governments.

Our Signal Precision Oncology Solutions

We believe that our Centrellis platform, combined with our comprehensive whole exome and whole transcriptome tumor profiling and hereditary cancer and pharmacogenomics genomic testing solutions, will make a meaningful difference in transforming cancer care.

We have developed the “Sema4 Signal®” portfolio to be leveraged individually or as part of a holistic solution for precision oncology care.

The Sema4 Signal portfolio features the integration of our germline and somatic tests with our informatics and data science tools, enabled by customized services to meet patient and provider needs to help drive more personalized care.

The Sema4 Signal products include our oncology genomic test solutions, our molecular and clinical data curation and annotation capabilities to inform on the genomic information in the context of the patient’s previous and current medical records, and various software applications to enable engagement of these data and complex results to facilitate clinical decisions, research discoveries and drug development.

The Sema4 Signal Hereditary Cancer Solution

Our Sema4 Signal Hereditary Cancer solution determines if a patient carries an inherited genetic change that increases the risk of cancer or informs on cancer treatment.

It is used to inform personalized medical management decisions to aid early detection and prevention of cancer, as well as to determine the most appropriate treatment approaches if cancer occurs, and strategies to reduce risk of additional cancers.

We offer one of the most comprehensive sets of panels on the U.S.

market, and deliver this solution supported by the Traversa platform to enable us to adapt our panels as new discoveries on clinically actionable variants are made, so we can adapt at the rate of learning.

Our solution includes tools to enable testing at the point of care or outside the office, including a digital family screening questionnaire to identify individuals who would benefit from testing, digital ordering via an EMR portal, video-based education, saliva procurement in the patient’s home, proactive billing investigation, pre-and post-test genetic counselling and family outreach to enable cascade testing.

Our Hereditary Cancer Solution is a unique product in our portfolio in that it is sold in connection with our Oncology, Women's Health and population health solutions.

For affected cancer patients, integrating hereditary cancer with our Sema4 Signal Whole Exome and Transcriptome and our informatics offerings, which incorporating real world evidence, integrates available data needed to better personalized clinical care decisions.

For unaffected patients, our Sema4 Signal Hereditary Cancer solution is incorporated into both our Women’s Health and Population Health products and services to support early identification and treatment of cancer risk.

Our Signal Whole Exome and Transcriptome Solution

We believe our Sema4 Signal Whole Exome and Transcriptome solution is one of the most comprehensive molecular profiling solutions from a commercial entity to receive New York State approval.

Our profiling platform integrates tumor-normal matched whole exome sequencing, or “WES”, with whole transcriptome sequencing, or WTS, to deliver clinically actionable information about somatic and germline alterations in solid tumors and hematologic malignancies.

This solution provides for access to a holistic view of a patient’s genome and insights into novel fusions, splice variants, and molecular pathways.

It also provides for germline findings for cancer and non-cancer genes, as per American College of Medical Genetics guidelines, with relevance to comorbidities, such as familial hypercholesterolemia, and certain drug interactions.

We deliver the WES/WTS solution using a number of proprietary tools housed in Centrellis, including our cancer knowledge-base, which contains comprehensive structured data and learnings on clinically relevant variants, including curated maps that link relevant clinical trials to variants that serve as eligibility biomarkers for the trials, as annotated by Ph.D.

oncology experts.

Our variant interpretation station for oncology automates clinical reporting by managing the variant curation process and recommending suitable therapies.

This AI-driven genomic platform is

updated regularly with recent medical literature and prioritizes clinically-significant variants, enabling providers to quickly review and leverage actionable insights.

Sema4 Signal Informatics Solutions

To complement the genomics diagnostic solutions, the Sema4 Signal products leverage Centrellis’s provider engagement technologies, described above, including to automatically abstract, annotate, and combine oncology specific datasets, including clinical medical record data, imaging, and genomics.

This clinical-genomic data set is provided back to health systems and providers and is powered by our digital applications to drive better personalized care for patients, including clinical trial recruitment, improved system-wide quality of care and increased financial and research activity.

Regulatory and Payer Relations Strategy

We have developed and are advancing our strategy to drive increased reimbursement and higher average selling prices, or ASPs, for our Sema4 Signal Oncology solutions.

As part of this strategy, we will take advantage of a Medicare Administrative Contractor (MAC), National Government Services (NGS), update to a Local Coverage Decision (LCD) titled Genomic Sequence Analysis Panels in the Treatment of Solid Organ Neoplasms under which qualifying CGP tests are covered for patients insured by Medicare, who are living with advanced cancer and meet other clinical criteria.

In addition, we are expanding our presence in select markets where Palmetto GBA is the MAC and the MolDx program they administer provides opportunities to apply for coverage under existing or future LCDs.

Specifically, we have, or intend to, submit Technical Assessments for coverage and reimbursement of WES/WTS and other tumor profiling solutions based on existing MolDx LCDs.

Beyond the testing, we are exploring the regulatory and market access landscape as it relates to the governance and reimbursement of real-world evidence and AI driven clinical decision-making tools.

As we demonstrate the clinical utility of information driven solutions, these emerging areas will become relevant.

Our COVID-19 Testing Initiative

In response to the outbreak of the worldwide COVID-19 pandemic, in the first quarter of 2020, we rapidly leveraged our existing technologies and infrastructure capabilities, supplemented by a requisite set of technologies and services, to offer a comprehensive COVID-19 diagnostic testing service for our customers.

However, on December 15, 2021, we announced that we decided to discontinue COVID-19 testing services by March 31, 2022 and began notifying our COVID-19 testing solutions customers of this decision.

Nationwide and regional lab capacity for COVID-19 testing has increased since we entered the market for COVID-19 testing in the first half of 2020.

Management believes it is the appropriate time to discontinue this line of services and dedicate all of our efforts and resources to our core mission to transform healthcare by using artificial intelligence to enable the delivery of precision medicine as the standard of care.

Our Solution for Health Systems and Providers

Our origins within a large academic medical center helped us establish our integrated health system collaboration model, where we seek to integrate our platform across numerous health system workflows to enable precision medicine solutions using Centrellis, from Women’s Health, to Oncology, to patient wellness.

Our provider and health system engagement offerings include patient and provider portals, facilitating scheduling of patient appointments, patient consenting, pre-test and post-test genetic counseling, results delivery and patient record management, among other tools and applications that are designed to allow physicians to better engage contextualized information around their patients to improve decision making.

Our Health System Engagement Model

We believe we have developed a compelling value proposition for our initial health system partners, with distinguishing features including our focus on serving local community populations, our track-record of delivering digital or technology-enabled standards of care, and our investment in precision medicine and adoption of genomic diagnostic solutions, with our desire to have predictive insights permeate all service lines and the general patient experience in their system.

In addition to our deep relationship with Mount Sinai, we have contracted to deploy Centrellis in additional health systems, which we expect will expand our impact and reach.

We have refined a health system engagement model designed to maximize both our and our partner health system’s value from the relationship.

We balance clinical-grade and research-based projects in order to deliver value in an economically sustainable manner and establish health and economic performance metrics that form the basis of quarterly steering committee reviews with the program’s executive sponsors.

Our model focuses on:

• Embedding our genomic analyses as a standard of care for Women’s Health, Oncology and/or specific diseases, which includes our full-service model including patient and provider education, patient engagement, genetic counseling and integration with the health systems’ clinical workflow and EMR,

• Enhancing existing health system data sets by leveraging our data curation capabilities for both structured and unstructured data to identify clinical utility that can be used by health system providers, researchers and administration,

• Developing software applications to facilitate deeper engagement of the enhanced health system data we produce, such as reconstructing and visualizing patient health journeys, identifying patient cohorts based on any number of filter criteria, and characterizing outcomes of patients in response to different treatments prescribed,

• Establishing population health programs where health system patients are invited to broad population genetic screening, and

• Developing mutually beneficial research collaboration programs that leverage the strengths of our and our health system partners.

Our Solutions Create Mutually Beneficially Value for Us and Our Health System Partners

We pursue strategic relationships with health systems that evaluate financial returns on a holistic basis.

We evaluate success on a long-term basis and recognize that the primary aim of every health system is to provide superior patient care with improved health economics.

As such, we continue to use the proceeds from our July 2021 business combination and related private placement financing (which we refer to as the “Prior PIPE Investment”) to accelerate growth in our health system relationships by further investing in research-oriented projects, as well as data curation, platform integrations, and building standards of care to operationalize our testing programs.

Starting with Mount Sinai and extending throughout our network, we intend to cross-validate and scale our technologies across health systems, as we seek to enable patients by leveraging data and tools across systems and patient populations in a network model so each partner can benefit from what is being learned across the healthcare ecosystem.

We Act as a Broker and Catalyst for Commercial Engagement Between Health System and Biopharma Companies

While health systems and Biopharma companies have an established ability to collaborate effectively and will continue to partner directly, we believe that our network in both segments of the healthcare ecosystem and ability to add value to these relationships through data engineering makes us well-positioned as a valued collaborator for both types of organizations.

Biopharma collaborations are often not the focus for health systems, as they have high start-up costs to develop relationships that extend to patient care.

We can support our health system partners by working more collaboratively with them to understand their capabilities and how those capabilities are complemented by our enhancement of a health systems’ data assets and clinical-genomic data generation capabilities, and by facilitating solutions that can be provided jointly to Biopharma companies.

Our Biopharma Solutions Engage and Enable Our Partners

We have established and continue to seek strategic relationships with Biopharma companies to enable drug discovery, development, and commercialization.

We have demonstrated the ability to integrate across the pharmaceutical life cycle as a result of the unique data and patient and provider engagements developed in our health system relationships and information-driven diagnostics solutions, combined with our powerful analytics capabilities and software solutions.

The Biopharma industry has become increasingly competitive as it moves toward the more precise targeting of patients in crowded disease segments, and we believe this trend positions us as a key partner for Biopharma companies to build a competitive advantage by unlocking the power of big data and enabling next generation precision medicine.

We Strive for Interconnected Strategic Relationships

We serve our Biopharma customers through a unique combination of clinical testing services, clinical and research study design and execution, and advanced data and analytics capabilities.

Our competitive advantage in this space comes from leveraging comprehensive data generated via testing, integrating these deep molecular profiles with clinical patient information, and representing this comprehensive patient data in the Centrellis platform.

This enables us to create direct and real time integration of clinical and genetic data with providers connected to drug discovery research, real world evidence studies, and other therapy development opportunities.

We are also able to utilize our solutions and unique data assets to enroll patients into clinical trials and to connect Biopharma partners to patient populations matching eligibility criteria for their trials, to facilitate patients receiving novel therapies still under development, and to perform broad genomic and transcriptomic sequencing on health system partner sample banks in collaboration with Biopharma partners.

In our engagement with Biopharma customers, we are focused on a range of disease conditions, including oncology, autoimmune and inflammatory disorders, and rare diseases.

Our disease-agnostic approach provides us with the flexibility to support our Biopharma partners across varied therapeutic areas.

We continue to work with our Biopharma partners to identify their specific needs and broaden the scope of our disease coverage accordingly.

We believe that, because of our core capabilities and differentiated approach, we are well-positioned to support next-generation drug discovery, development, and commercialization.

We further believe our ability to generate deep, clinical-grade multi-omic datasets renders us a valuable genomic testing solution provider for precision medicine Biopharma products.

Through direct engagement of providers and patients, we assist Biopharma partners in a patient-centric approach to research and clinical development.

By obtaining and curating high-dimensional data in our Centrellis platform, we deliver novel insights that help to de-risk the development of next generation therapeutics, provide for pharmacologic proof of concept via the integration of genomic and clinical data support, reduce development costs, enhance the patient experience, and increase speed to market.

Sema4’s Solutions for BioPharma Customers

We engage with our Biopharma customers to develop and deliver unique goods and services for the particular issues that each customer faces.

We believe that our Biopharma partners can realize significant value when collaborating with our team to utilize a more integrated, end-to-end solution that leverages our core set of capabilities, including longitudinal patient data, AI-driven predictive modeling, and genomics.

We have demonstrated the ability to develop these deep, integrated strategic relationships with Biopharma companies.

For example, our five-year collaborative study with Sanofi S.A., or Sanofi, is centered on discovery of new insights into the biological mechanisms and other factors implicated in asthma to help drive Sanofi’s next generation of asthma targets as well as to enhance Sanofi’s understanding of the relevant populations for both its current and in-development therapies and the therapies marketed by others.

This asthma study is currently recruiting nearly 1,200 patients, and involves comprehensive clinical characterization of patients and controls, longitudinal monitoring of patient conditions through various applications and devices, collection of biological samples for molecular profiling and generation and integration of DNA and RNA sequencing data with clinical and device acquired data.

The study is also leveraging the integrated, longitudinal data to construct models of asthma to stratify patients into subtypes,

and seeking to better understand treatments relevant to different subtypes or where there is unmet need for further drug discovery efforts.

Along with Sanofi, we will collect traditional clinical data, genomics, immunological, environmental, and sensor data from mobile devices to enable sophisticated analyses and to include advanced causal network modeling.

In general, our Biopharma strategy focuses on three main offering areas:

• Genomic Testing and Analysis Solutions:

We serve as a comprehensive clinical testing lab, offering a broad menu of molecular, cytogenic and biochemical testing services for our Biopharma partners.

Our technology development group enables us to apply innovative profiling technologies such as long-read, single-cell and spatial molecular profiling approaches to help address our Biopharma partners’ challenges.

The data generated by these capabilities, when combined with our analytics services, can produce insights that inform on disease biology, improve and accelerate the drug development process, and help ensure that patients can be made aware of relevant treatment options.

• Data and Analytics Solutions:

Centrellis enables us to provide our Biopharma partners with unique, data-driven insights that can help to accelerate the development of precision medicines, utilizing HIPAA-compliant, de-identified datasets.

Using advanced analytics and causal network modeling, we work with partners to organize high-dimensional data in ways that facilitate the identification of statistically-inferred causal relationships that enable the identification, validation and prioritization of biomarkers and targets;

identify molecular subtypes of disease;

and predict patient disease progression, prognosis, drug response, adverse events, and other clinical outcomes.

We believe that one of our particular strengths is our data science team, which is comprised of experts published in leading scientific journals.

We work with collaborators, researchers, and key opinion leaders to build new models of disease and deliver insights to Biopharma partners that can further optimize their operations.

• Clinical Trial Enablement Solutions:

We believe that Centrellis, combined with our active, direct engagement of patients and providers in our Women’s Health and, by extension, rare disorders, Oncology, and population health solutions, positions us well to assist Biopharma partners in their clinical development activities.

We have developed a number of software as a service, or SaaS, products to enable Biopharma clinical development, including a clinical trial patient matching product and a clinical trial design product that work with our longitudinal clinic-genomic dataset.

Given our patient consent structure, we have the ability to re-contact patients who may benefit from a Biopharma sponsor’s trial.

We have developed novel, technology-enabled workflows and solutions that allow us to search for and identify relevant patients in a manner that fully maintains patient confidentiality, and work with providers to assess and enroll these patients in clinical trials.

The breadth of search and precision of this method of patient recruitment can substantially improve trial timelines versus traditional recruitment methods.

We also assist prominent Biopharma partners seeking to use high-quality genomic analysis to assess patient eligibility for clinical trials.

We believe our clinical testing services and data solutions make us a key partner for supporting efficient clinical trials.

Research and Development

We have invested a substantial amount of time and expense into research and development for our technology and test offerings, which requires the continuous improvement of software capabilities to analyze data and process customer orders.

Our research and development efforts focus on several key areas, including multiscale biotechnology, assay development across sequencing technologies, data science and engineering, and the development of network-based models.

We expect our research and development activities to increase as we innovate and expand the application of our current and future platforms including Traversa and Centrellis.

Our internationally recognized research team includes leaders in data science, network modeling, multiscale biotechnology and genomics.

As noted above, our CEO, Eric Schadt, is a world-renowned expert on constructing predictive models of disease that link molecular biology to physiology to enable clinical medicine.

He has published more than 450 peer-reviewed papers in leading scientific journals, with a public citation or “h-” index of 137, and has contributed to discoveries relating to the genetic basis of common human diseases such as cancer, diabetes,

obesity, and Alzheimer’s disease.

Under the leadership of our CEO, our research team comprises more than 160 Ph.D.-level scientists, complemented by additional physician scientists and certified technicians as of December 31, 2021.

Ongoing collaborations with scientists and clinicians at the Mount Sinai and other healthcare systems allows our research to remain patient-centered and clinically relevant.

Intellectual Property

We have intellectual property rights pertaining to all elements of our platforms and solutions.

Our success and ability to compete depend in part on securing and preserving enforceable patent, trade secret, trademark and other intellectual property rights;

operating without having competitors infringe, misappropriate or otherwise circumvent these rights;

operating without infringing the proprietary rights of others;

and obtaining and maintaining licenses for technology development or product commercialization.

The fields of genomic and health information analysis present limited opportunities for patent protection, based on well-known legal precedents.

As result, our patent protection strategy is to protect our non-gene specific technology and our specific biomarkers.

In this regard, as of December 31, 2021, we have four pending utility patent applications and one provisional patent application.

The pending utility patent applications include a U.S.

patent application related to a genome annotation software platform for annotating genomic intervals that are clinically relevant for analysis, a U.S.

patent application related to a genetic carrier screening process, and U.S.

and European patent applications related to therapeutic treatment for subjects having certain polymorphic markers associated with specific human leukocyte antigen alleles.

If patents are issued from the currently pending applications, the earliest patents will begin expiring in 2040, subject to potential extensions of the patent term that will be calculated based on the length of the patent examination process.

Trade Secrets

We have a trade secrecy program to prevent disclosure of our trade secrets to others, except under stringent conditions of confidentiality when disclosure is critical to our business.

We protect trade secrets and know-how by establishing confidentiality agreements and invention assignment agreements with our employees, consultants, scientific advisors, contractors, and collaborators.

These agreements provide that all confidential information developed or made known during the course of an individual or entities’ relationship with us must be kept confidential during and after the relationship.

These agreements also provide that all inventions resulting from work performed for us or relating to our business and conceived or completed during the period of employment or assignment, as applicable, will be our exclusive property.

In addition, we take other appropriate precautions, such as physical and technological security measures, to guard against misappropriation of our proprietary information by third parties.

Although we take steps to protect our proprietary information and trade secrets, including through contractual means with our employees and consultants, third parties may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets or disclose our technology.

Accordingly, we may not be able to meaningfully protect our trade secrets.

For more information regarding the risks related to our intellectual property, see the section entitled “ Risk Factors — Risks Related to Our Intellectual Property .”

We own various trademarks, applications and unregistered trademarks in the U.S and other commercially important markets, including our company name, product and service names and other trade or service marks.

Our trademark portfolio is designed to protect the brands for our products and services, both current and in the pipeline.

Reimbursement

Patients who have diagnostic tests ordered or are prescribed treatments by providers performing the prescribed services, generally rely on third-party payors to reimburse all or part of the associated healthcare costs.

Sales of our products and services will therefore depend substantially on the extent to which the costs of our products and services will be paid by third-party payors, including health maintenance, managed care and similar healthcare management organizations, or reimbursed by government health administration authorities, such as Medicare and Medicaid and private health insurers.

In the United States, our ability to commercialize and the commercial success of our product and service offerings will depend in part on the extent to which governmental payor programs at the federal and state levels, including Medicare and Medicaid, private health insurers and other third-party payors provide coverage for and establish adequate reimbursement levels for these offerings.

Government authorities, private health insurers and other organizations generally decide which devices they will pay for and establish reimbursement levels for healthcare.

Medicare is a federally funded program for the elderly and disabled managed by Centers for Medicare & Medicaid Services, or CMS, through local contractors that administer coverage and reimbursement for certain healthcare items and services.

Medicaid is an insurance program for certain categories of patients whose income and assets fall below state defined levels, and is funded jointly by federal and state governments and managed by each state.

Similarly, the federal government manages other healthcare programs, including the Veterans Health Administration, the Indian Health Service, and Tricare, the healthcare program for military personnel, retirees, and related beneficiaries.

Many states have also created pharmacy assistance programs for individuals who do not qualify for federal programs.

In the U.S., private health insurers and other third-party payors often provide reimbursement for products and services based in part on the coverage and payment rates set by the Medicare or Medicaid programs.

Federal programs in the U.S.

also sometimes impose price controls through mandatory ceiling prices on purchases by federal agencies and federally funded hospitals and clinics and mandatory rebates on retail pharmacy prescriptions paid by Medicaid and Tricare.

These restrictions and limitations influence the purchase of healthcare services and products.

Legislative proposals to reform healthcare or reduce costs under government programs may result in lower reimbursement for our products and services or exclusion of our products and services from coverage.

In addition, government programs like Medicaid include what are in effect substantial penalties for increasing commercial prices of certain products over the rate of inflation which can affect realization and return on investment.

Increasing efforts by governmental and third-party payors to cap or reduce healthcare costs may cause such organizations to limit both coverage and level of reimbursement for newly approved healthcare products.

At the state level, legislatures are increasingly passing legislation and implementing regulations designed to control pharmaceutical and biological program pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.

As a result of the above trends, we may need to conduct expensive studies in order to demonstrate the medical necessity and cost effectiveness of our products and services, in addition to the costs required to obtain FDA approvals.

Our products and services may not be considered medically necessary or cost effective, or the discount percentages required to secure coverage may not yield an adequate margin over cost.

Many hospitals implement a controlled and defined process for covering and approving diagnostic tests and medical devices.

Any marketing efforts that are determined to have violated such policies could result in the denial or removal of our products from that hospital’s list of approved products.

Moreover, a payor’s decision to provide coverage for a diagnostic product does not imply that an adequate reimbursement rate will be approved.

Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment in device development.

Legislative proposals to reform healthcare or reduce costs under government insurance programs may result in lower

reimbursement for our products and services or exclusion of our products and services from coverage.

The cost containment measures that healthcare payor and providers are instituting and any healthcare reform could significantly reduce our revenue from the sale of any approved products and services.

We cannot provide any assurances that we will be able to obtain and maintain third-party coverage or adequate reimbursement for our products and services in whole or in part.

In addition, amendments to the False Claims Act impose severe penalties for the knowing and improper retention of overpayments collected from governmental payors.

Within 60 days of identifying and quantifying an overpayment, a provider is required to notify CMS or the Medicare contractor of the overpayment and the reason for it and return the overpayment.

These amendments could subject our procedures for identifying and processing payments to greater scrutiny.

Overpayments may occur from time to time in the healthcare industry without any fraudulent intent.

For example, overpayments may result from mistakes in reimbursement claim forms or from improper processing by governmental payor.

We maintain protocols intended to identify any overpayments.

From time to time, we may identify overpayments and be required to refund those amounts to governmental payors.

Clinical Laboratory Improvement Act

Our clinical reference laboratories in Connecticut are required to hold certain federal certificates to conduct our business.

Under the Clinical Laboratory Improvement Act of 1988, or CLIA, we are required to hold a certificate applicable to the type of laboratory examinations we perform and to comply with standards covering personnel, facilities administration, inspections, quality control, quality assurance and proficiency testing.

As of December 31, 2021, we have a current certificate under CLIA to perform testing at our laboratory locations in Stamford and Branford, Connecticut.

To renew this CLIA certificate, we are subject to survey and inspection every two years to assess compliance with program standards.

Moreover, CLIA inspectors may make random inspections of our clinical reference laboratories.

The regulatory and compliance standards applicable to the testing we perform may change over time, and any such changes could have a material effect on our business.

If our clinical reference laboratory is out of compliance with CLIA requirements, we may be subject to sanctions such as suspension, limitation or revocation of our CLIA certificate, as well as directed plan of correction, state on-site monitoring, civil money penalties, civil injunctive suit or criminal penalties.

We must maintain CLIA compliance and certification to be eligible to bill for diagnostic services provided to Medicare and Medicaid beneficiaries.

If we were to be found out of compliance with CLIA requirements and subjected to sanction, our business could be harmed.

State Laboratory Testing

We are is required to maintain a license to conduct testing in Connecticut.

Connecticut laws establish standards for day-to-day operations of our laboratories in Stamford and Branford, Connecticut.

If our clinical reference laboratories are out of compliance with Connecticut standards, the Connecticut Department of Health Services, or CDHS, may suspend, restrict or revoke our license to operate our clinical reference laboratories, assess substantial civil money penalties, or impose specific corrective action plans.

Any such actions could materially affect our business.

As of December 31, 2021, we maintain a current license in good standing with CDHS.

However, we cannot provide assurance that CDHS will at all times in the future find us to be in compliance with all such laws.

Several states require the licensure of out-of-state laboratories that accept specimens from those states.

For example, New York requires a laboratory to hold a permit which is issued after an on-site inspection and approval of testing methodology and has various requirements over and above CLIA and the College of American Pathologists, or CAP, Laboratory Accreditation Program, including those for personnel qualifications, proficiency testing, physical facility, equipment, and quality control standards.

Our laboratory holds the required licenses for California, New York, Maryland, Pennsylvania, and Rhode Island.

Each of our clinical reference laboratories in Connecticut is required to be licensed on a test-specific basis by New York State as an out of state laboratory and our products, as laboratory-developed tests, or LDTs, must be approved by the New York State Department of Health, or NYDOH, before they are performed on samples from New York.

Each Sema4 laboratory is licensed by New York, and we are currently approved for testing samples from

We are subject to periodic inspection by the NYDOH and we are required to demonstrate ongoing compliance with NYDOH regulations and standards.

Other states may adopt similar licensure requirements in the future, which may require us to modify, delay or stop our operations in such jurisdictions.

Complying with licensure requirements in new jurisdictions may be expensive, time-consuming, and subject us to significant and unanticipated delays.

If we identify any other state with such requirements, or if we are contacted by any other state advising us of such requirements, we intend to follow instructions from the state regulators as to how we should comply with such requirements.

Food and Drug Administration

Laboratory Developed Tests

We provide our tests as LDTs.

CMS and certain state agencies regulate the performance of LDTs (as authorized by CLIA and state law, respectively).

Historically, the FDA, has exercised enforcement discretion with respect to most LDTs and has not required laboratories that furnish LDTs to comply with the agency's requirements for medical devices (e.g., establishment registration, device listing, quality systems regulations, premarket clearance or premarket approval, and post-market controls).

Nevertheless, the FDA may decide to regulate certain LDTs on a case-by-case basis at any time.

Legislative proposals addressing the FDA's oversight of LDTs have been introduced in previous Congresses, and we expect that new legislative proposals will be introduced from time-to-time.

The likelihood that Congress will pass such legislation and the extent to which such legislation may affect the FDA's plans to regulate certain LDTs as medical devices is difficult to predict at this time.

If the FDA ultimately regulates certain LDTs as medical devices, whether via final guidance, final regulation, or as instructed by Congress, our tests may be subject to certain additional regulatory requirements.

Complying with the FDA's requirements for medical devices can be expensive, time-consuming, and subject us to significant or unanticipated delays.

Insofar as we may be required to obtain premarket clearance or approval to perform or continue performing an LDT, we cannot assure you that we will be able to obtain such authorization.

Even if we obtain regulatory clearance or approval where required, such authorization may not be for the intended uses that we believe are commercially attractive or are critical to the commercial success of our tests.

As a result, the application of the FDA's medical device requirements to our tests could materially and adversely affect our business, financial condition, and results of operations.

Failure to comply with applicable FDA regulatory requirements may trigger a range of enforcement actions by the FDA including warning letters, civil monetary penalties, injunctions, criminal prosecution, recall or seizure, operating restrictions, partial suspension or total shutdown of operations, and denial of or challenges to applications for clearance or approval, as well as significant adverse publicity.

Pre-Market Approval

We may obtain FDA premarket approval, or PMA, for some of our tests including its matched whole exome sequencing, or WES, and whole transcriptome sequencing, or WTS, tests.

Devices subject to FDA regulation must undergo premarket review prior to commercialization unless the device is exempt from such review, and we expect that we will be required to perform non-inferiority studies showing comparable results between the Sema4 Signal WES/WTS LDT and third party, FDA-approved tests with regard to certain therapeutic drugs prescribed to ovarian cancer patients, colorectal cancer patients, and non-small cell lung cancer patients.

We are currently evaluating an updated pre-submission letter to the FDA with regard to the studies necessary for ovarian cancer and is working to secure access to the subjects necessary to perform this study.

With regard to the studies necessary for colorectal cancer patients and non-small cell lung cancer patients, we submitted our pre-submission package and held a pre-submission meeting with the FDA in 2020, and are working to secure access to the subjects necessary to perform this study.

Further, the regulations governing the approvals place substantial restrictions on how the tests will be marketed and sold, specifically, by prescription only.

In addition, as a condition of Sema4’s FDA approval, we may be required to conduct post-approval studies.

Additionally, manufacturers of medical devices must comply with various regulatory requirements under the Food, Drug, and Cosmetic Act, or FDCA, and regulations thereunder, including, but not limited to, quality system regulations, unless they are exempt, facility registration, product listing, labeling requirements, and certain post-market surveillance requirements.

Entities that fail to comply with FDA requirements can be liable for criminal or civil penalties, such as recalls, detentions, orders to cease manufacturing, and restrictions on labeling and promotion, among other potential sanctions.

We may develop new diagnostic products and services that are regulated by the FDA as medical devices.

The regulatory review and approval process for medical devices can be costly, timely, and uncertain.

This process may involve, among other things, successfully completing additional clinical trials and submitting a premarket clearance notice or filing a premarket approval application with the FDA.

If premarket review is required by the FDA, there can be no assurance that our tests will be cleared or approved on a timely basis, if at all.

In addition, there can be no assurance that the labeling claims cleared or approved by the FDA will be consistent with our current claims or adequate to support continued adoption of and reimbursement for our products.

Ongoing compliance with FDA regulations could increase the cost of conducting our business, subject us to FDA inspections and other regulatory actions, and potentially subject us to penalties in the event we fail to comply with such requirements.

HIPAA and HITECH

Under the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, the U.S.

Department of Health and Human Services issued regulations that establish uniform standards governing the conduct of certain electronic healthcare transactions and protecting the privacy and security of protected health information used or disclosed by most healthcare providers and other covered entities and their business associates, including the business associates' subcontractors.

We perform activities that may implicate HIPAA, such as providing clinical laboratory testing services and entering into specific kinds of relationships with covered entities and business associates of covered entities.

As a covered entity and as a business associate of other covered entities (with whom we have entered into business associate agreements), we are required to comply with the four principal regulations with which have been issued in final form under HIPAA and HITECH:

privacy regulations, security regulations, the breach notification rule, and standards for electronic transactions, which establish standards for common healthcare transactions.

The HITRUST CSF was developed to address the multitude of security, privacy, and regulatory challenges facing organizations.

By including federal and state regulations, standards, frameworks, and incorporating a risk-based approach, the HITRUST CSF helps organizations address these challenges through a comprehensive and flexible framework of prescriptive and scalable security and privacy controls.

The HITRUST CSF Includes, harmonizes, and cross-references existing, globally recognized standards, regulations, and business requirements, including ISO, EU GDPR, NIST, and PCI.

On December 10, 2021, we met the HITRUST Assurance Program requirements for the CSF v9.4 Risk-based, 2-year (r2) certification criteria for our Centrellis Platform, for hosting and curating Patient data.

The privacy regulations cover the use and disclosure of protected health information by covered entities as well as business associates, which are defined to include subcontractors that create, receive, maintain, or transmit protected health information on behalf of a business associate.

They also set forth certain rights that an individual has with respect to his or her protected health information maintained by a covered entity, including the right to access or amend certain records containing protected health information, or to request restrictions on the use or disclosure of protected health information.

The security regulations establish requirements for safeguarding the confidentiality, integrity, and availability of protected health information that is electronically transmitted or electronically stored.

HITECH, among other things, established certain health information security breach notification requirements.

A covered entity must notify any individual whose protected health information is breached according to the specifications set forth in the breach notification rule.

The HIPAA privacy and security regulations establish a uniform federal "floor" and do not supersede state laws that are more stringent or provide individuals with greater rights with respect to the privacy or security of, and access to, their records containing protected health information or insofar as such state laws apply to personal information that is broader in scope than

protected health information as defined under HIPAA.

Massachusetts, for example, has a state law that protects the privacy and security of personal information of Massachusetts residents.

There are significant civil and criminal fines and other penalties that may be imposed for violating HIPAA.

A covered entity or business associate is also liable for civil money penalties for a violation that is based on an act or omission of any of its agents, including a downstream business associate, as determined according to the federal common law of agency.

Additionally, to the extent that we submit electronic healthcare claims and payment transactions that do not comply with the electronic data transmission standards established under HIPAA and HITECH, payments to us may be delayed or denied.

Federal and State Fraud and Abuse Laws

In the U.S., there are various fraud and abuse laws with which we must comply, and we are potentially subject to regulation by various federal, state and local authorities, including CMS, other divisions of the U.S.

Department of Health and Human Services including the Office of Inspector General, the U.S.

Department of Justice, and individual U.S.

Attorney offices within the Department of Justice, and state and local governments.

In the U.S., the federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or indirectly, overtly, covertly, in cash or in kind to induce or in return for the furnishing, arranging for the furnishing of, purchasing, leasing, ordering or arranging for or recommending purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by a federal healthcare program.

Courts have stated that a financial arrangement may violate the Anti-Kickback Statute if any one purpose of the arrangement is to encourage patient referrals or other federal healthcare program business, regardless of whether there are other legitimate purposes for the arrangement.

The definition of "remuneration" has been broadly interpreted to include anything of value, including gifts, discounts, credit arrangements, payments of cash, consulting fees, waivers of co-payments, ownership interests, and providing anything at less than its fair market value.

Although the Anti-Kickback Statute contains several exceptions, it is broad and may technically prohibit many innocuous or beneficial arrangements within the healthcare industry.

Further, the U.S.

Department of Health and Human Services issued a series of regulatory "safe harbors." These safe harbor regulations set forth certain provisions, which, if met, will assure healthcare providers and other parties that they will not be prosecuted under the federal Anti-Kickback Statute.

Although full compliance with the statutory exceptions or regulatory safe harbors ensures against prosecution under the federal Anti-Kickback Statute, the failure of a transaction or arrangement to fit within a specific statutory exception or regulatory safe harbor does not necessarily mean that the transaction or arrangement is illegal or that prosecution under the federal Anti-Kickback Statute will be pursued.

Penalties for federal anti-kickback violations are severe, and include imprisonment, criminal fines, civil money penalties, and exclusion from participation in federal healthcare programs.

Many states also have anti-kickback statutes, some of which may apply to items or services reimbursed by any third-party payor, including commercial insurers.

There are also federal laws related to healthcare fraud and false statements, among others, relating to healthcare matters.

The healthcare fraud statute prohibits knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private payors.

A violation of this statute is a felony and may result in fines, imprisonment, or exclusion from governmental payor programs such as the Medicare and Medicaid programs.

The false statements statute prohibits knowingly and willfully falsifying, concealing, or covering up a material fact, or making any materially false, fictitious, or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items, or services.

A violation of this statute is a felony and may result in fines, imprisonment, or exclusion from governmental payor programs.

Another development affecting the healthcare industry is the increased enforcement of the federal False Claims Act and, in particular, actions brought pursuant to the False Claims Act's "whistleblower" or "qui tam" provisions.

The False Claims Act imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal governmental payor program.

The qui tam provisions of the False Claims Act allow a private individual to bring actions on behalf of the federal government alleging that the defendant has defrauded the federal government by submitting a false claim to the

federal government and permit such individuals to share in any amounts paid by the entity to the government in fines or settlement.

When an entity is determined to have violated the False Claims Act, it may be required to pay up to three times the actual damages sustained by the government, plus civil penalties ranging from $5,500 to $11,000 for each false claim.

In addition, various states have enacted false claim laws analogous to the federal False Claims Act, although many of these state laws apply where a claim is submitted to any third-party payor and not merely a governmental payor program.

Additionally, the civil monetary penalties statute imposes penalties against any person or entity that, among other things, is determined to have presented or caused to be presented a claim to a federal health program that the person knows or should know is for an item or service that was not provided as claimed or for a claim that is false or fraudulent.

This law also prohibits the offering or transfer of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary's selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies.

On October 25, 2018, the Substance Use-Disorder Prevention that Promoted Opioid Recovery and Treatment for Patients and Communities Act of 2018, or the SUPPORT Act, was enacted.

The SUPPORT Act included the Eliminating Kickbacks in Recovery Act of 2018, or EKRA, which establishes an all-payor anti-kickback prohibition that extends to arrangements with recovery homes, clinical laboratories and clinical treatment facilities.

EKRA includes a number of statutory exceptions, and directs agencies to develop further exceptions.

Current exceptions in some cases reference and in others differ from the Anti-Kickback Statute safe harbors.

Significantly, the prohibitions apply with respect to the soliciting or receipt of remuneration for any referrals to recovery homes, clinical treatment facilities, or clinical laboratories, whether or not related to treating substance use disorders.

Further, the prohibitions cover the payment or offer of remuneration to induce a referral to, or in exchange for, an individual using the services of, such providers.

This law creates additional risk that relationships with referral sources could be problematic.

Physician Referral Prohibitions

Under a federal law directed at "self-referral," commonly known as the "Stark Law," there are prohibitions, with certain exceptions, on referrals for certain designated health services, including laboratory services, that are covered by the Medicare program by physicians who personally, or through an immediate family member, have a financial relationship with the entity to which the referrals for designated health services are made.

The prohibition also extends to payment for any testing referred in violation of the Stark Law.

A person who engages in a scheme to circumvent the Stark Law's referral prohibition may be fined up to $100,000 for each such arrangement or scheme.

In addition, any person who presents or causes to be presented a claim to the Medicare program in violation of the Stark Law is subject to civil monetary penalties of up to $15,000 per service, an assessment of up to three times the amount claimed and possible exclusion from participation in federal healthcare programs.

In addition, any person who presents or causes to be presented a claim to the Medicare program in violation of the Stark Law is subject to civil monetary penalties of up to $15,000 per service, an assessment of up to three times the amount claimed, and possible exclusion from participation in federal or state health care programs.

Bills submitted in violation of the Stark Law may not be paid by Medicare, and any person collecting any amounts with respect to any such prohibited bill is obligated to refund such amounts.

Many states have comparable laws that are not limited to Medicare referrals.

The Stark Law also prohibits state receipt of Federal Medicaid matching funds for prohibited referrals, but this provision of the Stark Law has not been implemented by regulations.

In addition, some courts have held that the submission of claims to Medicaid that would be prohibited as self-referrals under the Stark Law for Medicare could implicate the False Claims Act.

Corporate Practice of Medicine

Numerous states have enacted laws prohibiting business corporations, such as Sema4, from practicing medicine and employing or engaging physicians to practice medicine, generally referred to as the prohibition against the corporate practice of medicine.

These laws are designed to prevent interference in the medical decision-making

process by anyone who is not a licensed physician.

For example, California's Medical Board has indicated that determining what diagnostic tests are appropriate for a particular condition and taking responsibility for the ultimate overall care of the patient, including providing treatment options available to the patient, would constitute the unlicensed practice of medicine if performed by an unlicensed person.

Violation of these corporate practice of medicine laws may result in civil or criminal fines, as well as sanctions imposed against us and/or the professional through licensure proceedings.

Typically, such laws are only applicable to entities that have a physical presence in the state.

Genetic Privacy and Testing Laws

We are subject to myriad laws designed to establish safeguards regarding the conduct of genomic testing and analysis and to protect against the misuse of genetic information and human biological specimens, collectively, “samples”, from which genetic information can be derived.

These laws vary in their scope and in the nature of their requirements and restrictions.

For example, certain genetic privacy laws prohibit the retention of samples after performing a genomic analysis in addition to prohibiting the use or disclosure of genetic information for certain purposes, such as research, without appropriate informed consent from the individual or without sufficient anonymization.

The applicability of such informed consent requirements may also depend on the identifiability of the genetic information or sample and the purposes of which it is used.

Other laws may impose additional requirements, including requirements regarding institutional review board review and approval for certain research uses of genetic information or samples requirements to implement certain security controls in connection with the transfer of genetic information.

We must comply with such genetic privacy and testing laws in our collection, use, disclosure, and retention of genetic information and samples.

Other Health and Medical Regulations

The federal physician payment transparency requirements, or Physician Payments Sunshine Act, and its implementing regulations, which requires applicable manufacturers of covered drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the State Children’s Health Insurance Program, with certain exceptions, to annually report to HHS information related to certain payments or other transfers of value made or distributed to physicians, defined to include doctors, dentists, optometrists, podiatrists and chiropractors, and teaching hospitals, or to entities or individuals at the request of, or designated on behalf of, the physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members.

The SUPPORT Act, under a provision entitled “Fighting the Opioid Epidemic with Sunshine,” extends the Physician Payments Sunshine Act to payments and transfers of value to physician assistants, nurse practitioners and other mid-level healthcare providers, with reporting requirements going into effect in 2022 for payments and transfers of value made to these practitioners in 2021.

In addition to its comprehensive regulation of health and safety in the workplace in general, the Occupational Safety and Health Administration has established extensive requirements aimed specifically at laboratories and other healthcare-related facilities.

In addition, because our operations require employees to use certain hazardous chemicals, we also must comply with regulations on hazard communication and hazardous chemicals in laboratories.

These regulations require us, among other things, to develop written programs and plans, which must address methods for preventing and mitigating employee exposure, the use of personal protective equipment, and training.

Our commercialization activities subject us to regulations of the Department of Transportation, the U.S.

Postal Service, and the Centers for Disease Control and Prevention that apply to the surface and air transportation of clinical laboratory specimens.

We are also subject to applicable state billing laws.

Some states require that payment be made only to the person or entity who performed or supervised the service, while other states have passed anti-mark up and disclosure laws, an alternative but less enforceable approach to direct billing.

Under these laws the non-performing person or entity is allowed to bill the client, but is prohibited from marking up the service, and required to disclose each charge to the patient, or patient’s insurer.

Additionally, some states have strictly passed disclosure laws that require the non-performing person or entity to disclose to patients or the patient’s insurer the actual charges for all laboratory services.

Privacy and Data Protection Laws

There are a growing number of jurisdictions all over the world that have privacy and data protection laws.

These laws are typically triggered by a company’s establishment or physical location in the jurisdiction, data processing activities that take place in the jurisdiction, and/or the processing of personal information about individuals located in that jurisdiction.

Certain international privacy and data protection laws, such as those in the European Union, can be more restrictive and prescriptive than those in the U.S., while other jurisdictions can have laws less restrictive or prescriptive than those in the U.S.

Enforcement of these laws vary from jurisdiction to jurisdiction, with a variety of civil or criminal penalties, or private rights of action.

The European Union’s General Data Protection Regulation, or GDPR, took effect on May 25, 2018.

The GDPR extraterritorially applies to a business outside the European Union that offers goods or services to, or monitors the behavior of individuals who are located in the European Union.

The GDPR imposes strict requirements on controllers and processors of personal data, including enhanced protections for “special categories” of personal data, which includes sensitive information such as health and genetic information of data subjects in the European Union.

The GDPR also grants individuals various rights in relation to their personal data including the rights of access, rectification, objection to certain processing and deletion.

The GDPR provides an individual with an express right to seek legal remedies if the individual believes his or her rights have been violated.

Failure to comply with the requirements of the GDPR or the related national data protection laws of the member states of the European Union, which may deviate from or be more restrictive than the GDPR, may result in significant administrative fines issued by European Union regulators.

As of December 31, 2020, The United Kingdom of Great Britain and Northern Ireland, or UK, are no longer subject to EU law.

Therefore, the GDPR will be brought into UK law as the ‘UK GDPR’ via a statutory instrument which will make technical amendments to the GDPR so that it works in a UK-only context.

In Europe, there are also national laws that provide additional controls around the processing of health data.

The Payment Card Industry Data Security Standard, or PCI DSS, was issued by the Payment Card Industry Security Standards Council and establishes industry standards for the processing of payment card information.

While the PCI DSS requirements do not have the force of law, the penalties for noncompliance could include exclusion from payment card systems.

To the extent that we collect payment card information when receiving payments of insurance premiums or payments for our products or services, we comply with PCI DSS as applicable to our payment environment and PCI DSS merchant level, which is determined by our volume of payment card transactions per year.

As an entity regulated by the Federal Trade Commission, or FTC, we are subject to the FTC’s enforcement power under Section 5 of the Federal Trade Commission Act, or FTC Act.

The FTC has policed privacy and data security through its broad power under Section 5 of the FTC Act.

Under Section 5, “unfair or deceptive acts or practices in or affecting commerce, are hereby declared unlawful.” Deceptive trade practices are defined by the FTC as material representations, omissions or practices that are likely to mislead a consumer acting reasonably in the circumstances to the consumer’s detriment.

The FTC defines an “unfair” trade practice as one that “causes or is likely to cause substantial injury to consumers which is not reasonably avoidable by consumers themselves and is not outweighed by countervailing benefits to consumers or competition.”

The FTC has refrained from providing a checklist of uniformly acceptable data security practices or focusing on one single practice as actionable.

Instead, the FTC has taken a holistic approach and relied on industry standards and other norms to identify a particular set of practices that, taken together, constitute adequate security practices for companies collecting personal information.

In evaluating whether a data security practice is unfair, the FTC focuses largely on “substantial injury to consumers.” The harm need not be monetary or physical, though such injuries are commonly considered “substantial.” Further, the harm can consist of a risk rather than an actual loss.

The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, or CAN-SPAM Act, establishes rules for commercial electronic mail messages, gives recipients the right to opt out of certain messages, and establishes penalties for violations.

We comply with the CAN-SPAM Act in connection with our transmittal of commercial electronic mail messages, or Commercial Email Messages.

Commercial Email Messages do not include emails that are informational or are transactional or relationship messages.

The Telephone Consumer Protection Act of 1991, or TCPA, restricts the making of telemarketing calls and the use of automatic telephone dialing systems, artificial or prerecorded voice messages, SMS text messages, and facsimile transmissions.

It also specifies several technical requirements for fax machines, autodialers, and voice messaging systems, principally with provisions requiring identification and contact information of the entity using the device to be contained in the message.

We comply with TCPA in connection with our transmittal of automated, artificial, or prerecorded phone calls, SMS text messages, facsimile transmissions, and push notifications.

California Consumer Privacy Act

The California Consumer Privacy Act, or CCPA, is a comprehensive consumer privacy law that took effect on January 1, 2020, and regulates how certain for-profit businesses that do business in California collect, use, and disclose the personal information of consumers who reside in California.

Among other things, the CCPA confers to California consumers the right to receive notice of the categories of personal information to be collected by a business, how the business will use and share the personal information, and the third parties who will receive the personal information;

the rights to access, delete, or transfer personal information;

and the right to receive equal service and pricing from a business after exercising a consumer right granted by the CCPA.

In addition, the CCPA allows California consumers the right to opt out of the “sale” of their personal information, which the CCPA defines broadly as any disclosure of personal information to a third party in exchange for monetary or other valuable consideration.

The CCPA also requires a business to implement reasonable security procedures to safeguard personal information against unauthorized access, use, or disclosure.

The CCPA does not apply to personal information that is Protected Health Information under HIPAA.

The CCPA also does not apply to a HIPAA Covered Entity to the extent that the Covered Entity maintains patient information in the same manner as Protected Health Information.

We are subject to the CCPA with respect to personal information we collect from California consumers that is neither PHI under HIPAA nor patient information that we maintain in the same manner as Protected Health Information.

The California Attorney General has authority to enforce the CCPA and its implementing regulations against covered businesses beginning on July 1, 2020.

The CCPA provides for civil penalties for violations, as well as private right of action for data breaches that result from a business’ failure to implement reasonable security procedures.

Our competitors include companies that offer molecular genetic testing and other clinical diagnostic, life science research, drug discovery services, data services and healthcare analytics, and consumer genetics products.

Principal competitors include companies such as Myriad Genetics, Inc., Ambry Genetics Corporation, Color Genomics, Inc., Invitae Corporation, Natera, Inc., Tempus Labs, Inc., Quest Diagnostics, Inc., Laboratory Corporation of America Holdings (or LabCorp), Exact Sciences Corp., 10x Genomics, Inc., Guardant Health, Inc., and Adaptive Biotechnologies, Twist Biosciences Corp., and Schrödinger, Inc., as well as other commercial and academic diagnostic and analytic service providers.

In addition to the companies that currently offer traditional genetic testing services and research centers, other established and emerging healthcare, information technology and service companies may commercialize competitive products including informatics, analysis, integrated genetic tools and services for health and wellness.

We believe the principal competitive factors in our market are:

• Patient-centric approach;

• Breadth, depth, and quality of data assets;

• Price and quality of tests;

• Turnaround time of testing results;

• Coverage and reimbursement arrangements with third-party payors;

• Depth and clinical applicability of interpretive insights;

• Degree of utility of patient and provider facing applications;

• Breadth of interpretive insights beyond just one episode of care;

• Convenience of testing;

• Brand recognition of test provider;

• Additional value-added services and informatics tools;

• Accessibility of results;

• Client service;

• Quality of website content;

• Reliability

We believe that we compare favorably with our competitors on the basis of these factors.

However, many of our competitors and potential competitors have longer operating histories, larger customer bases, greater brand recognition and market penetration, substantially greater financial, technological and research and development resources and selling and marketing capabilities, more experience dealing with third-party payors.

As a result, they may be able to respond more quickly to changes in customer requirements, devote greater resources to the development, promotion and sale of their tests than Sema4 does, or sell their tests at prices designed to win significant levels of market share.

We may not be able to compete effectively against these organizations.

Environmental Matters

Sema4’s operations require the use of hazardous materials (including biological materials) that subject it to a variety of federal, state, and local environmental and safety laws and regulations.

Some of these regulations provide for strict liability, holding a party potentially liable without regard to fault or negligence.

We could be held liable for damages and fines as a result of our, or our partners’, business operations should contamination of the environment or individual exposure to hazardous substances occur.

We cannot predict how changes in laws or new regulations will affect our business operations or the cost of compliance.

Raw Materials and Suppliers

We rely on a limited number of suppliers, or, in some cases, sole suppliers, including Agilent Technologies, Inc., Illumina, Inc., Life Technologies Corporation, Agena Biosciences, Inc., MRC-Holland, Asuragen Inc., PerkinElmer Health Sciences, Inc., Fisher Scientific, Integra Biosciences Corporation, Thomas Scientific, Qiagen Inc., USA Scientific, Inc., Promega Corporation, Integrated DNA Technologies Incorporated, and Kapa Biosystems Inc., for certain laboratory reagents, as well as sequencers and other equipment and materials which we use in our laboratory operations.

Our laboratory operations could be interrupted if we encounter delays or difficulties in securing these reagents, sequencers or other equipment or materials, and if we cannot obtain an acceptable substitute.

Any such interruption could significantly affect our business, financial condition, results of operations

and reputation.

We believe that there are only a few other manufacturers that are currently capable of supplying and servicing the equipment necessary for our laboratory operations, including sequencers and various associated reagents.

The use of equipment or materials provided by these replacement suppliers would require us to alter our laboratory operations.

Transitioning to a new supplier would be time consuming and expensive, may result in interruptions in our laboratory operations, could affect the performance specifications of its laboratory operations or could require that we revalidate our tests.

We cannot assure you that we would be able to secure alternative equipment, reagents, and other materials, or bring such equipment, reagents, and materials online and revalidate them without experiencing interruptions in our workflow.

If we encounter delays or difficulties in securing, reconfiguring, or revalidating the equipment and reagents we require for our tests, our business and reputation could be adversely affected.

We provide our health information products and services to a broad range of customers, including health plans (including managed care organizations and other health insurance providers);

federally qualified health centers;

and Biopharma companies.

In addition, during 2020 and 2021, the customers for our COVID-19 tests included state governments.

Depending on the billing arrangement and applicable law, the clinician or healthcare entity that orders our products or services may not be responsible for paying for the products or services ordered for their patients.

In certain circumstances, the patient may be responsible for payment, and in others we seek payment from third party payers, such as a commercial health insurance company, Medicare or a Medicaid program, pursuant to contracts established between us and such third parties.

During 2021, reimbursement from health plans represented 79% and 76% of our diagnostic test revenue and total revenue, respectively.

In 2021, two health plans each represented 10% or more of our consolidated total revenue, and no other health plans or other customers represented 10% or more of our consolidated total revenue.

Human Capital

Sema4 is mission driven.

Our employees are passionate about changing healthcare and impacting lives.

We attract entrepreneurs who are comfortable with ambiguity and thrive on innovation and thoughtful discourse.

We empower our employees to iterate and rapidly execute on ideas.

It is our People Team’s mission to connect people to purpose.

We achieve this through enablement of excellence across the employment journey, through stewardship of an engaged and inclusive culture, by growing individual, team and organizational capability, in delivering simplification and innovation, and by sharing data-driven people insights that transform our organization.

All of this is in service of driving our business forward and optimizing patient health outcomes.

We are delivering a competitive package of compensation and benefits that aims to attract and retain strong talent, in a very competitive talent marketplace.

As of December 31, 2021, we had approximately 1,200 employees, of which 54% are women and 46% are men.

Our headcount grew by approximately 33% in 2021, and we hired approximately 500 employees in that timeframe, as a part of scaling our operations in connection with our transition to a public company and meeting our strategic priorities.

Our Diversity and Inclusion Council seeks to improve diversity, inclusion, equality, and global understanding by promoting dialogue, encouraging respectful understanding, providing information, participating in policy development, overseeing diversity education and training, and helping to foster respect for all employees.

In 2022, we will be hosting our inaugural BIPOC Initiative Genomics Symposium, inviting select Ph.D.

students and post doctorates for a two-day research symposium to strengthen our diverse hiring practices.

Each attendee will present their original research, and will learn about science and career opportunities at Sema4.

We believe that our corporate culture fosters innovation, creativity, and teamwork.

In this past year, we launched several programs and processes, which intend to help build a driven culture of alignment, development, compliance, and respect.

We are in our second year of formal performance management processes, which are used

to drive organizational alignment and includes tracking top-down business priorities and people development goals.

The launch of two promotion cycles focus and enable employee career growth and mobility.

We also implemented formal people manager learning, in order to build stronger people management skills for our leaders.

We have optimized processes and transformed our people management solution in order to have greater systems capability, access to robust reporting, and to strengthen our analytical horsepower.

We have implemented a comprehensive compliance infrastructure, which advises Sema4 individuals and business affiliates on how to prevent, detect, report, and resolve matters of fraud, waste, threats, and abuse related to institutional policies and federal, state, and local laws and regulations.

We have implemented various committees, councils and boards such as the Diversity & Inclusion Council, Data Governance Board, and IRB Review Board.

These groups provide guidance for our employees, to empower them to perform according to our legal and ethical standards.

We observe legal, regulatory, and industry trends and comprehensively adapt internal policies and practices as needed.

We educate our Board members, executives, and other key employees about conflicts of interest and advise how to prevent and detect potential or actual conflicts of interest to safeguard from inappropriate external influence or impropriety.

We look to further strengthen our people infrastructure in 2022 through enhanced engagement surveys, values and behaviors programming, and formal talent reviews, with development planning.

Available Information

We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, as well as our other SEC filings, available on our website, free of charge, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.

Our website address is www.sema4.com.

The information contained on our website is not incorporated by reference in this document.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business