GeneDx Holdings Corp. 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm (PCAOB ID 42 ) 72 Consolidated Financial Statements: Consolidated Balance Sheets 73 Consolidated Statements of Operations and Comprehensive Loss 74 Consolidated Statements of Stockholders' Equity 75 Consolidated Statements of Cash Flows 76 Notes to Consolidated Financial Statements 77 70 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of GeneDx Holdings Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of GeneDx Holdings Corp. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ ERNST & YOUNG LLP We have served as the Company’s auditor since 2018. New York, New York February 23, 2024 72 Table of Contents GeneDx Holdings Corp. Consolidated Balance Sheets (in thousands, except share and per share amounts) December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 99,681 $ 123,933 Marketable securities 30,467 — Accounts receivable 32,371 42,634 Due from related parties 445 708 Inventory, net 8,777 13,665 Prepaid expenses and other current assets 10,598 31,682 Total current assets 182,339 212,622 Operating lease right-of-use assets 26,900 32,758 Property and equipment, net 32,479 51,527 Intangible assets, net 172,625 186,650 Other assets 4,413 7,385 Total assets $ 418,756 $ 490,942 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 37,456 $ 84,878 Due to related parties 1,379 3,593 Short-term lease liabilities 3,647 6,121 Other current liabilities 16,336 49,705 Total current liabilities 58,818 144,297 Long-term debt, net of current portion 52,688 6,250 Long-term lease liabilities 62,938 60,013 Other liabilities 14,735 24,018 Deferred taxes 1,560 2,659 Total liabilities 190,739 237,237 Commitments and contingencies (Note 11) Stockholders’ Equity: Preferred Stock, $ 0.0001 par value: 1,000,000 shares authorized at December 31, 2023 and December 31, 2022; 0 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively — — Class A common stock, $ 0.0001 par value: 1,000,000,000 shares authorized, 25,978,863 shares issued and outstanding at December 31, 2023 and $ 0.0001 par value: 1,000,000,000 shares authorized, 11,773,065 shares issued and outstanding at December 31, 2022 2 1 Additional paid-in capital 1,527,778 1,378,125 Accumulated deficit ( 1,300,188 ) ( 1,124,421 ) Accumulated other comprehensive income 425 — Total stockholders’ equity 228,017 253,705 Total liabilities and stockholders’ equity $ 418,756 $ 490,942 The accompanying notes are an integral part of these consolidated financial statements. 73 Table of Contents GeneDx Holdings Corp. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share and share amounts) Year Ended December 31, 2023 2022 Revenue Diagnostic test revenue $ 195,654 $ 227,334 Other revenue 6,912 7,360 Total revenue 202,566 234,694 Cost of services 112,560 261,444 Gross profit (loss) 90,006 ( 26,750 ) Research and development 58,266 86,203 Selling and marketing 60,956 122,075 General and administrative 133,755 216,167 Impairment loss 10,402 210,145 Other operating expenses, net 7,223 6,312 Loss from operations ( 180,596 ) ( 667,652 ) Non-operating income (expenses), net Change in fair market value of warrant and earn-out contingent liabilities 1,170 70,229 Interest income (expense), net 1,114 ( 666 ) Other income, net 1,619 57 Total non-operating income, net 3,903 69,620 Loss before income taxes ( 176,693 ) ( 598,032 ) Income tax benefit 926 49,052 Net loss $ ( 175,767 ) $ ( 548,980 ) Other comprehensive income, net of tax Unrealized gain related to available for sale securities 425 — Comprehensive loss $ ( 175,342 ) $ ( 548,980 ) Weighted average shares outstanding of Class A common stock 24,311,989 10,236,960 Basic and diluted net loss per share, Class A common stock $ ( 7.23 ) $ ( 53.63 ) The accompanying notes are an integral part of these consolidated financial statements. 74 Table of Contents GeneDx Holdings Corp. Consolidated Statements of Stockholders’ Equity (in thousands, except share amounts) Class A Common Stock Shares Par Value Additional paid-in capital Accumulated deficit Accumulated other comprehensive income Total stockholders’ equity Balance at December 31, 2021 7,352,958 $ 1 $ 963,543 $ ( 575,441 ) — $ 388,103 Net loss — — — ( 548,980 ) — ( 548,980 ) Common stock issued pursuant to stock option exercises 333,988 — 2,948 — — 2,948 Stock based compensation expense — — 41,975 — — 41,975 Shares issued for PIPE, net of issuance costs 1,515,152 — 197,659 — — 197,659 Shares issued for acquisition (1) 2,424,243 — 172,000 — — 172,000 Vested restricted stock units converted to common stock 146,724 — — — — — Balance at December 31, 2022 11,773,065 $ 1 $ 1,378,125 $ ( 1,124,421 ) $ — $ 253,705 Net loss — — ( 175,767 ) — ( 175,767 ) Common stock issued pursuant to stock option exercises 50,444 — 285 — — 285 Stock-based compensation expense — — ( 326 ) — — ( 326 ) Other comprehensive income, net of tax — — — — 425 425 Vested restricted stock units converted to common stock 431,671 — — — — — Issuance of Class A common shares in registered direct offering, net of issuance costs 676,868 — 7,564 — — 7,564 Issuance of Class A common shares for the first Milestone Payment 701,460 — 6,692 — — 6,692 Fractional shares adjustment 29,603 — — — — — Issuance of Class A common shares in underwritten public offering, net of issuance costs 12,315,752 1 135,438 — — 135,439 Balance at December 31, 2023 25,978,863 $ 2 $ 1,527,778 $ ( 1,300,188 ) $ 425 $ 228,017 (1) Of the 2.4 million shares issued for acquisition, 251,965 shares were held by an escrow agent for a one year escrow period. During this period, the seller retained all rights with respect to the escrow shares, including voting rights and rights to receive dividends and other distributions on such escrow shares . The accompanying notes are an integral part of these consolidated financial statements. 75 Table of Contents GeneDx Holdings Corp. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2023 2022 Operating activities Net loss $ ( 175,767 ) $ ( 548,980 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 33,734 59,309 Stock-based compensation expense ( 326 ) 41,975 Change in fair value of warrants and contingent liabilities ( 1,170 ) ( 70,229 ) Deferred tax benefit ( 926 ) ( 49,124 ) Provision for excess and obsolete inventory 3,913 1,125 Third-party payor reserve release ( 9,745 ) — Gain on sale of assets ( 1,677 ) — Gain on debt forgiveness ( 2,750 ) — Impairment loss 10,402 210,145 Other 2,406 2,743 Change in operating assets and liabilities, net of effects from purchase of business: Accounts receivable 10,263 5,527 Inventory 975 2,350 Accounts payable and accrued expenses ( 46,953 ) 34,459 Other assets and liabilities ( 2,526 ) ( 8,455 ) Net cash used in operating activities ( 180,147 ) ( 319,155 ) Investing activities Consideration on escrow paid for GeneDx acquisition ( 12,144 ) ( 127,004 ) Purchases of property and equipment ( 5,250 ) ( 7,156 ) Proceeds from sale of assets 4,034 — Purchases of marketable securities ( 47,670 ) — Proceeds from maturities of marketable securities 17,765 — Development of internal-use software assets ( 461 ) ( 7,166 ) Net cash used in investing activities ( 43,726 ) ( 141,326 ) Financing activities Proceeds from PIPE issuance, net of issuance costs — 197,659 Proceeds from offerings, net of issuance costs 143,002 — Proceeds from long-term debt, net of issuance costs 48,549 — Exercise of stock options 285 2,948 Long-term debt principal payments ( 2,000 ) — Finance lease payoff and principal payments ( 3,598 ) ( 3,292 ) Net cash provided by financing activities 186,238 197,315 Net decrease in cash, cash equivalents and restricted cash ( 37,635 ) ( 263,166 ) Cash, cash equivalents and restricted cash, at beginning of year 138,303 401,469 Cash, cash equivalents and restricted cash, at end of year $ 100,668 $ 138,303 Supplemental disclosures of cash flow information Cash paid for interest $ 3,041 $ 1,932 Cash paid for taxes $ 1,465 $ 1,241 Lease liability from obtaining right-of-use asset $ 637 $ — Stock consideration paid for first Milestone Payment $ 6,692 $ — Stock consideration paid for purchase of business $ — $ 172,000 Purchases of property and equipment in accounts payable and accrued expenses $ 134 $ — Software development costs in accounts payable and accrued expenses $ — $ 461 The accompanying notes are an integral part of these consolidated financial statements. 76 Table of Contents GeneDx Holdings Corp. Notes to Consolidated Financial Statements 1. Organization and Description of Business GeneDx Holdings Corp., through its subsidiaries GeneDx, LLC and Sema4 OpCo, Inc., provides genomics-related diagnostic and information services and pursues genomics medical research. GeneDx utilizes an integrated portfolio of laboratory processes, software tools and informatics capabilities to process DNA-containing samples, analyzes information about patient-specific genetic variation and generates test reports for clinicians and their patients. GeneDx provides a variety of genetic diagnostic tests, screening solutions, and information with a focus on pediatrics, rare diseases for children and adults, and hereditary cancer screening. GeneDx Holdings’ operating subsidiaries primarily serve healthcare professionals who work with their patients and bills third-party payors across the United States. On January 9, 2023, Sema4 Holdings Corp. changed its name to GeneDx Holdings Corp. The Company’s Class A common stock and public warrants are listed on the Nasdaq under the symbols “WGS” and “WGSWW,” respectively. On January 31, 2023, the Company raised approximately $ 150.0 million in gross proceeds and announced the closing of an underwritten public offering of 9,962,316 shares of our Class A common stock and a concurrent registered direct offering of 2,353,436 shares of our Class A common stock. The net offering proceeds received after deducting underwriters' discounts and commissions payable by the Company were approximately $ 135.4 million. On April 17, 2023, following the Company’s receipt of stockholder approval for the issuance, the Company issued the remaining 676,868 shares of the Company’s Class A common stock to Corvex Select Equity Master Fund LP, Corvex Master Fund LP and Corvex Dynamic Equity Select Master Fund LP in its previously announced registered direct offering for gross proceeds of approximately $ 7.6 million. Unless otherwise stated herein or unless the context otherwise requires, references in these notes to: • “GeneDx Holdings” refer to GeneDx Holdings Corp., a Delaware corporation (f/k/a Sema4 Holdings Corp. (“Sema4 Holdings”)); • “Legacy GeneDx” refer to GeneDx, LLC, a Delaware limited liability company (formerly, GeneDx, Inc., a New Jersey corporation), which we acquired on April 29, 2022 (the “Acquisition”); • “Legacy Sema4” refer to Mount Sinai Genomics, Inc. d/b/a as Sema4, a Delaware corporation, which consummated the business combination with CM Life Sciences, Inc. (“CMLS”) on July 22, 2021 (the “Business Combination”); and • “we,” “us” and “our,” the “Company” and “GeneDx” refer, as the context requires, to: ◦ Legacy Sema4 prior to the Business Combination, and GeneDx Holdings and its consolidated subsidiaries following the consummation of the Business Combination; and ◦ Legacy GeneDx prior to the Acquisition, and GeneDx Holdings and its consolidated subsidiaries following the consummation of the Acquisition. • “Company,” or “GeneDx” refer to (i) Legacy Sema4 prior to the consummation of the Business Combination; and (ii) GeneDx Holdings and its subsidiaries following the consummation of the Business Combination (including, following the consummation of the Acquisition, Legacy GeneDx). 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These financial statements consolidate the operations and accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless otherwise noted, all tabular dollars are in thousands, except per share amounts. Certain reclassifications have been made to the prior year consolidated financial statements in order to conform to the current year’s presentation. On May 4, 2023, at the commencement of trading, the Company effected a 1-for-33 reverse stock split (the “Reverse Stock Split”). Accordingly, all share and per share amounts for the periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split. No fractional shares were issued in connection with the reverse stock split. 77 Table of Contents Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. In addition, the Company is a “smaller reporting company”, as defined in Item 10(f)(1) of the U.S. Securities and Exchange Commission’s Regulation S-K. As such, the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting, including the reporting of two fiscal years of audited financial statements, and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the valuation of stock-based awards, the valuation of warrant liabilities, income taxes and intangible assets. Actual results could differ materially from those estimates, judgments and assumptions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. The majority of the Company’s cash, cash equivalents and restricted cash are uninsured with account balances in excess of the Federal Deposit Insurance Company limits. The Company’s cash and cash equivalents are deposited with high-quality financial institutions. Management believes these financial institutions are financially sound and, accordingly, that minimal credit risk exists. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash in excess of government insured limits and in the event of default by corporations and governments in which it holds investments in cash equivalents and short-term debt securities, to the extent recorded on the consolidated balance sheet. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company assesses both the self-pay patient and, if applicable, the third party payor that reimburses the Company on the patient’s behalf when evaluating concentration of credit risk. Significant patients and payors are those that represent more than 10% of the Company’s total annual revenues or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of December 31, 2023 and 2022 were primarily from large managed care insurance companies, institutional billed accounts, and data arrangements. There was no individual patient or client that accounted for 10% or more of revenue or accounts receivable for any of the years presented. The Company does not require collateral as a means to mitigate customer credit risk. For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows: Revenue Accounts Receivable Year Ended December 31, As of December 31, 2023 2022 2023 2022 Payor A (1) 18 % 30 % * 14 % Payor B 28 % 15 % 10 % 14 % __________________ * less than 10% (1) This payor group includes multiple individual plans and the Company calculates and presents the aggregated value from all plans, which is consistent with the Company’s portfolio approach used in accounting for diagnostic test revenue. The Company is subject to a concentration of risk from a limited number of suppliers for certain reagents and laboratory supplies. One supplier accounted for approximately 11 % and 4 % of purchases for the years ended December 31, 2023 and 2022, respectively. Another supplier accounted for approximately 11 % and 12 % of purchases for the years ended 78 Table of Contents December 31, 2023 and 2022, respectively. This risk is managed by maintaining a target quantity of surplus stock. Alternative suppliers are available for some or all of these reagents and supplies. Revenue Recognition The Company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration which the Company expects to be entitled to in exchange for those goods or services. If any changes in customer credit issues are identified which were not assessed at the date of service, provisions for credit losses are recognized and recorded. Diagnostic test revenue The Company’s diagnostic test revenue contracts typically consist of a single performance obligation to deliver diagnostic testing services to the ordering facility or patient and therefore allocation of the contract transaction price is not applicable. Control over diagnostic testing services is generally transferred at a point in time when the customer obtains control of the promised service which is upon delivery of the test. Diagnostic test revenues consist primarily of services reimbursed by third-party insurance payors. Third-party insurance payors include managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges, and employers. In arrangements with third-party insurance payors, the transaction price is stated within the contract, however, the Company accepts payments from third-party payors that are less than the contractually stated price and is therefore variable consideration and the transaction price is estimated. When determining the transaction price, the Company uses a portfolio approach as a practical expedient to account for categories of diagnostic test contracts as collective groups rather than on an individual contract basis. The portfolio consists of major payor classes based on third-party payors. Based on historical collection trends and other analyses, the Company believes that revenue recognized by utilizing the portfolio approach approximates the revenue that would have been recognized if an individual contract approach was used. Estimates of allowances for third-party insurance payors that impact the estimated transaction price are based upon the pricing and payment terms specified in the related contractual agreements. Contractual pricing and payment terms in third-party insurance agreements are generally based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. In addition, for third-party payors in general, the estimated transaction price is impacted by factors such as historical collection experience, contractual provisions and insurance reimbursement policies, payor mix, and other relevant information for applicable payor portfolios. For institutional clients, the customer is the institution. The Company determines the transaction price associated with services rendered in accordance with the contractual rates established with each customer. Payment terms and conditions vary by contract and customer, however standard payment terms are generally less than 60 days from the invoice date. In instances where the timing of the Company’s revenue recognition differs from the timing of its invoicing, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised services to the customer will be one year or less. Other revenue The Company enters into both short-term and long-term project-based collaboration and service agreements with customers. Certain of these contracts include a license to directly access the Company’s intellectual property or participation by the Company on joint steering committees with the customer, which was considered to be immaterial in the context of the contract. The Company concludes that the goods and services transferred to our customers pursuant to these agreements generally comprise a single performance obligation on the basis that such goods and services are not distinct within the context of the contract. This is because the goods and services are highly interdependent and interrelated such that the Company would not be able to fulfill its underlying promise to our customers by transferring each good or service independently. Certain of these contracts include non-refundable upfront payments and variable payments based upon the achievement of certain milestones or fixed monthly payments during the contract term. Non-refundable upfront payments received prior to the Company performing performance obligation are recorded as a contract liability upon receipt. Milestone payments are included in the transaction price only when it is probable that doing so will not result in a significant reversal of cumulative revenue recognized when the uncertainty associated with the milestone is subsequently resolved. For longer-term contracts, 79 Table of Contents the Company does not account for a significant financing component since a substantial amount of the consideration promised by the customer is variable and the amount or timing of that consideration varies on the basis of a future event that is not substantially within the control of either party. The Company satisfies its performance obligation generally over time if the customer simultaneously receives and consumes the benefits provided by the Company’s services as the Company performs those services. The Company recognizes revenue over time using an input measure based on costs incurred on the basis that this measure best reflects the pattern of transfer of control of the services to the customer. In some contracts, the Company subcontracts certain services to other parties for which the Company is ultimately responsible. Costs incurred for such subcontracted services are included in the Company’s measure of progress for satisfying its performance obligation and are recorded in cost of services in the consolidated statements of operations and comprehensive loss. Changes in the total estimated costs to be incurred in measuring the Company’s progress toward satisfying its performance obligation may result in adjustments to cumulative revenue recognized at the time the change in estimate occurs. See Note 4, “ Revenue Recognition ” for more information. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of amounts invested in money market funds and debt securities. Carrying values of cash equivalents approximate fair value due to the short-term nature of these instruments. The current and long-term portions of restricted cash are included within prepaid expenses and other current assets and other assets. Marketable Securities Marketable securities are classified as current assets as these investments are intended to be available to the Company for use in funding current operations. Unrealized gains and losses on available for sale securities are deemed temporary and are classified in accumulated other comprehensive income (loss) within stockholders’ equity. Changes in the fair value of available for sale securities impact earnings only when such securities are sold, or an allowance for expected credit losses or impairment is recognized. We regularly evaluate our portfolio of marketable securities for expected credit losses and impairment for any decline in fair value determined to be other-than-temporary. In making this judgement, we evaluate, among other things, the extent to which the fair value of a security is less than its amortized cost; the financial condition of the issuer, including the credit quality, and any changes thereto; and our intent to sell, or whether we will more likely than not be required to sell, the security before recovery of its amortized cost basis. Our assessment of whether a marketable security has a credit loss or is impaired could change in the future due to new developments or changes in assumptions related to any particular security. See Note 5, “ Fair Value Measurements ” for more information. Accounts Receivable Accounts receivable consists of amounts due from customers and third-party payors for services performed and reflect the consideration to which the Company expects to be entitled in exchange for providing those services. Accounts receivable is estimated and recorded in the period the related revenue is recorded. During the years ended December 31, 2023 and 2022, the Company did not record provisions for credit losses. The Company did no t write off any accounts receivable balances for the years ended December 31, 2023 and 2022. Inventory, net Inventory, net, which primarily consists of finished goods such as testing supplies and reagents, is capitalized when purchased and expensed when used in performing services. Inventory is stated at the lower of cost or net realizable value. Cost is determined using actual costs on a first-in, first-out basis. The Company periodically performs obsolescence assessments and writes off any inventory that is no longer usable. Any write-down of inventory to net realizable value creates a new cost basis. During the fourth quarter of 2022, the Company identified indicators of impairment for certain inventory testing supplies and reagents in connection with the planned exit of the Legacy Sema4 business and recorded a $ 22.5 million impairment charge in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. 80 Table of Contents Property and Equipment, net Property and equipment, net are stated at cost less accumulated depreciation and amortization. Equipment includes assets under finance lease. Improvements are capitalized, while maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the consolidated balance sheets and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Finance leases and leasehold improvements are amortized straight-line over the shorter of the term of the lease or the estimated useful life. All other property and equipment assets are depreciated using the straight-line method over the estimated useful life of the asset, which ranges from three to five years . The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset or asset group may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. See Note 6, “ Property and Equipment, net ”. Capitalized Software The Company capitalizes certain costs incurred related to the development of our software applications for internal use during the application development state. If a project constitutes an enhancement to existing software, the Company assesses whether the enhancement creates additional functionality to the software, thus qualifying the work incurred for capitalization. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred. Once the project is available for general release, capitalization ceases and we estimate the useful life of the asset and begin amortization. Capitalized software costs are amortized using the straight-line method over an estimated useful life of three years . Capitalized software is reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of an asset may not be recoverable. See Note 6, “ Property and Equipment, net ” for more information. Business Combinations The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on third-party valuations that use information and assumptions provided by the Company’s management, which consider estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded as goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, estimated cost savings, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. See Note 3, “ Business Combinations ” for more information. Intangible Assets, Net Amortizable intangible assets include trade names and trademarks, developed technology and customer relationships acquired as part of business combinations. Intangible assets acquired through our business combinations in 2022 are amortized on a straight-line basis. All intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, Property, Plant and Equipment. There were no impairment losses recorded on intangible assets for any periods presented. See Note 7, “ Goodwill and Intangible Assets ” for more information. 81 Table of Contents Cloud Computing The Company capitalizes certain costs incurred during the application development stage and all costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Amortization begins when the cloud computing arrangement is ready for its intended use and is calculated on a straight-line basis over the fixed noncancellable periods plus renewal periods the Company deems it reasonably certain to exercise. During the year ended December 31, 2022, $ 0.3 million of implementation costs were capitalized and recorded in prepaid expenses and other current assets. There were no capitalized amounts for the year ended December 31, 2023. Fair Value Measurements Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The following hierarchy lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market: Level 1 : Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 : Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active or model-derived valuations whose significant inputs are observable. Level 3 : Unobservable inputs that are significant to the measurement of fair value but are supported by little to no market data. The Company’s financial assets and liabilities consist of cash and cash equivalents, marketable securities, accounts receivable, other current assets, accounts payable, and accrued expenses, other current liabilities, and long-term debt. The Company’s carry value of cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued expenses and other current liabilities approximate their fair value due to the relatively short-term nature of these accounts. See Note 5, “ Fair Value Measurements ” for more information. Warrant Liability The Company’s outstanding warrants include the Public Warrants, the Private Warrants and the Perceptive Warrants. The Company accounts for warrants as liability-classified instruments based on an assessment of the warrant terms and applicable authoritative guidance in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. This assessment is conducted at the time of warrant issuance. The warrant liabilities are recorded on the consolidated balance sheets at fair value on their respective issuance dates, with subsequent changes in respective fair values recognized on the consolidated statements of operations and comprehensive loss at each reporting date. The Public Warrants are classified within Level 1 of the fair value hierarchy as they are traded in active markets and the fair value is determined on the basis of quoted market prices. Management has determined the fair value of each Private Warrant is the same as that of a Public Warrant because the terms are substantially the same. The Private Warrants are classified within Level 2 of the fair value hierarchy as management determined the fair value of each Private Warrant is the same as that of a Public Warrant because the terms are substantially the same. The Perceptive Warrants are classified within Level 3 of the fair value hierarchy. The estimated fair value of the Perceptive Warrants is determined based on a Modified Black-Scholes valuation model. Key assumptions include expected volatility, expected term, and risk-free interest rate. See Note 5, “ Fair Value Measurements ” for more information. Contingent Consideration (Legacy GeneDx) The Acquisition involved potential payment of future consideration payable to OPKO Health, Inc. (“OPKO”) in cash and/or shares of Company’s Class A common stock with such mix to be determined in the Company’s sole discretion, based upon achievement of 2022 and 2023 revenue milestones, pursuant to the Acquisition Merger Agreement (the “Milestone Payments”). The Company records contingent consideration at fair value at the date of acquisition based on the consideration 82 Table of Contents expected to be transferred, estimated using a Monte Carlo simulation valuation model. Changes in assumptions may result in adjustments to the fair value measurements. Contingent consideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized as income or expense on the Company’s consolidated statements of operations. Cash contingent consideration payments up to the acquisition date fair value of the contingent consideration liability are classified as financing activities in the consolidated statements of cash flows, and amounts paid in excess of the original acquisition date fair value are classified as operating activities in the consolidated statements of cash flows. See Note 5, “ Fair Value Measurements ” for more information. Earn-out Contingent Liability In connection with the Business Combination, all Legacy Sema4 stockholders and option holders at that time became entitled to a pro rata share of earn-out shares and earn-out RSUs. The Company accounted for the earn-out shares as a liability in accordance with ASC 480. The Company subsequently measured the fair value of the liability at each reporting period and changes in fair value were recorded as a component of non-operating income (expenses), net, on the consolidated statements of operations and comprehensive loss. In July 2023, the Company’s obligations to issue earn-out shares pursuant to that certain Agreement and Plan of Merger, dated February 9, 2021, and shares pursuant to the earn-out RSUs expired as a result of the vesting conditions not being achieved. The Company accounted for the earn-out RSUs in accordance with ASC 718- Compensation — Stock Compensation (“ASC 718”) and stock-based compensation expense was recognized over the longer of the expected achievement period for the market-based requirement or the service requirement. In the event that any earn-out RSUs were forfeited as a result of a failure to achieve the service requirement, the underlying shares were reallocated on an annual basis to the Legacy Sema4 stockholders and to the Legacy Sema4 option holders who remained employed as of the date of such reallocation. Any re-allocations to Legacy Sema4 option holders were accounted for as new grants. See Note 5, “ Fair Value Measurements ” for more information. Stock-Based Compensation The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes stock-based compensation expense over the requisite service period for each separate vesting portion of the award on a straight-line basis. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards. Determining the fair value of stock option awards requires judgment, including estimating expected stock price volatility and expected option term. The Company estimates a volatility factor for the Company’s options based on analysis of historical share prices of a peer group of public companies, the historical share prices of the Company, and the implied volatility of the Company’s call options. The Company estimates the expected term of options granted using the “simplified method,” which is the mid-point between the vesting date and the ending date of the contractual term. The Company does not rely on the historical holding periods of the Company’s options due to the limited availability of exercise data. The Company uses a risk-free interest rate based on the U.S. Treasury yield curve in effect for bonds with maturities consistent with the expected term of the option. Expected dividend yield is based on the fact that the Company has never paid dividends. Restricted stock awards are valued based on the fair value of the stock on the grant date. The Company issues new shares upon share option exercise and vesting of a restricted share unit. Forfeitures of stock-based compensation are recognized as they occur. See Note 12, “ Stock-Based Compensation ” for more information. Income Taxes The Company accounts for income taxes using the asset and liability method and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when it is more likely than not that some or all of the deferred tax assets will not be realized. Based on the Company’s historical operating losses, the Company has recorded a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. 83 Table of Contents The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not, based on technical merits, that the position will be sustained upon examination by the appropriate taxing authorities. The amount of tax benefit recognized for an uncertain tax position is the largest that is more than 50 percent likelihood to be realized upon ultimate settlement. The Company records interest and penalties related to tax uncertainties, where appropriate, in income tax expense. See Note 13, “ Income Taxes ” for more information. Leases The Company’s leases primarily consisted of office and lab space, and equipment for use in its operations. Its leases generally have lease terms of 2024 to 2036 years, some with the option to extend. The Company includes extension options that are reasonably certain to be exercised as part of the lease terms. As of December 31, 2023, none of the Company’s lease terms included the extension option as the Company has determined that it is unlikely to exercise to extension option. Under ASU 2016-02, Leases (ASC 842), the Company determines if an arrangement is or contains a lease at inception. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that the Company is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are classified as operating leases. Right-of-use assets (ROU assets) represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of remaining future minimum lease payments over the lease term. The Company does not recognize a ROU asset or lease liability for leases with a term of 12 months or less and does not include variable costs, which are based on actual usage, in the measurement of ROU assets and lease liabilities. The ROU assets include any lease payments made prior to the commencement date and initial direct costs incurred and excludes lease incentives received. ROU assets are subsequently assessed for impairment in accordance with the Company’s accounting policy for long-lived assets. All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined based on the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for similar term and in a similar economic environment on a collateralized basis, unless there is a rate implicit in the lease that is readily determinable. The lease liabilities are classified as current or non-current based on the expected timing of payments. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term, which may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Variable costs are expensed when the event determining the amount of variable consideration to be paid occurs. Interest expense for finance leases is recognized based on the accretion of the lease liability. The Company has operating and finance lease arrangements with lease and non-lease components. The Company accounts for lease and non-lease components as a single lease component for all leases. See Note 10, “ Leases ” for more information. Recently Issued Accounting Pronouncements Not Yet Adopted Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The standard requires enhanced segment reporting disclosures, including significant segment expenses and other segment items. Additionally, the standard requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied retrospectively to all periods presented in financial statements unless it is impractical 84 Table of Contents to do so. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes – Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard requires additional disclosures around disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The new credit losses standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, contract assets recognized as a result of applying ASC 606, loans and certain other instruments, entities will be required to use a new forward looking “expected loss” model that generally will result in earlier recognition of credit losses than under today’s incurred loss model. The Company adopted ASU 2016-13 effective January 1, 2023 and the adoption did not have material impact in the consolidated statements of operations and comprehensive loss. 3. Business Combination Legacy GeneDx Acquisition On April 29, 2022, the Company completed the Acquisition. At the closing of the Acquisition, the Company paid OPKO gross cash consideration of $ 150 million (before deduction of transaction expenses and other customary purchase price adjustments) and issued to OPKO 2.4 million shares of the Company’s Class A common stock ($ 172 million based on the closing date share price of $ 70.95 per share). A portion of this cash and stock consideration was held in escrow for a one year escrow period ending in May 2023. On May 15, 2023, the Company completed the net working capital settlement with OPKO and released the remaining escrowed amount recorded in restricted cash. In addition, a portion of the $ 150 million was payable following the closing of the Acquisition due to the achievement of the first revenue-based milestone for the fiscal year ended December 31, 2022 and the remaining Milestone Payment of up to $ 37.5 million would be payable if certain revenue-based milestones are achieved for the fiscal year ending December 31, 2023. During the year ended December 31, 2023, the first Milestone Payment became due and payable in full and resulted in the issuance of 701,460 shares of the Company’s Class A common stock on April 14, 2023. The remaining Milestone Payment, if and to the extent earned under the terms of the Acquisition Merger Agreement, will be satisfied through the payment and/or issuance of a combination of cash and shares of the Company’s Class A common stock (valued at $ 160.38 per share, subject to adjustment for stock splits and similar changes), with such mix to be determined in the Company’s sole discretion. The second milestone payment was determined to be zero . Concurrently with the closing of the Acquisition, the Company also issued and sold in a private placement 1,515,152 shares of the Company’s Class A common stock to certain institutional investors for aggregate gross proceeds of $ 200 million (the “Acquisition PIPE Investment”). 85 Table of Contents The following table presents the net purchase price and the fair values of the assets and liabilities of Legacy GeneDx on a preliminary basis: Cash and cash equivalents $ — Accounts receivables 21,651 Inventory 6,210 Prepaid expenses 4,671 Other current assets 320 Property and equipment 29,509 Other non-current assets 6,464 Trade names and trademarks 50,000 Developed technology 48,000 Customer relationships 98,000 Accounts payable and accrued expenses ( 12,862 ) Other current liabilities ( 15,781 ) Deferred tax liabilities ( 51,779 ) Long-term lease liabilities ( 5,798 ) Fair value of net assets acquired 178,605 Goodwill (1) 185,871 Aggregate purchase price $ 364,476 (1) Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The amounts above represent the fair value estimates at the time of the Acquisition. 4. Revenue Recognition Disaggregated revenue The following table summarizes the Company’s disaggregated revenue by payor category: Year ended December 31, 2023 2022 GeneDx Legacy Sema4 Consolidated GeneDx Legacy Sema4 Consolidated Diagnostic test revenue: Patients with third-party insurance $ 126,265 $ 8,226 $ 134,491 $ 72,890 $ 100,734 $ 173,624 Institutional customers 59,497 — 59,497 40,754 5,370 46,124 Self-pay patients 1,702 ( 36 ) 1,666 1,230 6,356 7,586 Total diagnostic test revenue 187,464 8,190 195,654 114,874 112,460 227,334 Other revenue 6,912 — 6,912 7,360 — 7,360 Total $ 194,376 $ 8,190 $ 202,566 $ 122,234 $ 112,460 $ 234,694 Reassessment of variable consideration Subsequent changes to the estimate of the transaction price, determined on a portfolio basis when applicable, are generally recorded as adjustments to revenue in the period of the change. The Company updates estimated variable consideration quarterly. For the year ended December 31, 2023, the total change in estimate resulted in a net $ 8.8 million which included the partial release of a third party payor reserve established in prior periods for Legacy Sema4. During the year ended December 31, 2022, the Company recorded $ 54.0 million to decrease revenue resulting from changes in the estimated transaction price due to contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligation was met and potential and actual settlements with third party payors. 86 Table of Contents Certain payor matters As noted above, third-party payors, including government programs, may decide to deny payment or seek to recoup payments for tests performed by the Company that they contend were improperly billed, not medically necessary or against their coverage determinations, or for which they believe they have otherwise overpaid, including as a result of their own error. As a result, the Company may be required to refund payments already received, and the Company’s revenues may be subject to retroactive adjustment as a result of these factors among others, including without limitation, differing interpretations of billing and coding guidance, and changes by government agencies and payors in interpretations, requirements, policies and/or “conditions of participation” in various programs. The Company processes requests for recoupment from third-party payors in the ordinary course of its business, and it is likely that the Company will continue to do so in the future. If a third-party payor denies payment for testing or recoups money from the Company in a later period, reimbursement and the associated recognition of revenue for the Company’s testing services could decline. As an integral part of the Company’s billing compliance program the Company instituted a third-party review of billing claims and compliance practices, and initiated improvements including implementing a package of new billing compliance policies and procedures and strengthening the Company’s billing compliance team. From time to time, the Company may have an obligation to reimburse Medicare, Medicaid, and third-party payors for overpayments regardless of fault. Settlements with third-party payors for retroactive adjustments due to audits, reviews, or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing services. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor, the Company’s historical settlement activity (if any), and the Company’s assessment of the probability a significant reversal of cumulative revenue recognized will occur when the uncertainty is subsequently resolved. Estimated settlements are adjusted in future periods as such adjustments become known (that is, if new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. Throughout 2022, the Company was engaged in discussions with one of its third-party payors (the “Payor”) regarding certain overpayments to Legacy Sema4. On December 30, 2022, the Company entered into a settlement agreement with the Payor in order to settle the claims related to coverage and billing matters allegedly resulting in the overpayments by the Payor to the Company (the “Disputed Claims”). Under the settlement agreement, $ 42 million is to be paid by the Company to the Payor in a series of installments over four years with the final installment payment scheduled to be on or before June 30, 2026. The first installment payment of $ 15 million was made on December 31, 2022 and the second installment of $ 5 million was made on December 27, 2023. In consideration for these payments, the Payor agreed to provide releases of the Disputed Claims, which releases became effective on March 31, 2023. As a result of this matter, and in connection with a review of certain billing policies and procedures undertaken by management, the Company considered the need to establish reserves for potential recoupments of payments previously made by third-party payors. As of December 31, 2023 and December 31, 2022, $ 27.0 million and $ 39.0 million were recorded in accounts payable and accrued expenses and other liabilities, respectively. See Note 16, “ Supplemental Financial Information ”. The Company uses estimates, judgments, and assumptions to assess whether it is probable that a significant reversal in the amount of cumulative revenue may occur in future periods, based upon information presently available. These estimates are subject to change. In addition, as discussed above, the Company has made certain adjustments to its estimated variable consideration as result of this matter and other potential settlements with payors. Remaining performance obligations Due to the long-term nature of collaboration service agreements, the Company’s obligations pursuant to such agreements represent partially unsatisfied performance obligations as of December 31, 2023. The revenues under existing service agreements with original expected durations of more than one year are estimated to be approximately $ 3.3 million. The Company expects to recognize the majority of this revenue over the next 2 years. Costs to fulfill contracts Costs associated with fulfilling the Company’s performance obligations pursuant to its collaboration service agreements include costs for services that are subcontracted to ISMMS. Amounts are generally prepaid and then expensed in line with the pattern of revenue recognition. Prepayment of amounts prior to the costs being incurred are recognized on the balance sheets as current or non-current asset based upon forecasted performance. As of December 31, 2023 and December 31, 2022, the Company had outstanding deferred costs to fulfill contracts of zero and $ 0.3 million, respectively. At each period, all outstanding deferred costs were recorded as other current assets. 87 Table of Contents The cost recognized was $ 2.1 million and $ 1.5 million for the years ended December 31, 2023 and 2022, respectively and are recorded in cost of services on the consolidated statements of operations and comprehensive loss. 5. Fair Value Measurements Financial assets and liabilities are recorded at fair value on the consolidated balance sheets on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For further information regarding the Company’s fair value measurements, see Note 2, “ Summary of Significant Accounting Policies ” included within this Annual Report. The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis: December 31, 2023 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 92,702 $ 92,702 $ — $ — U.S. treasury bonds 6,128 — 6,128 — Corporate and municipal bonds 24,098 — 24,098 — Total financial assets $ 122,928 $ 92,702 $ 30,226 $ — Financial Liabilities: Public warrant liability $ 149 $ 149 $ — $ — Private warrant liability 71 — 71 — Perceptive warrant liability 2,515 — — 2,515 Total financial liabilities $ 2,735 $ 149 $ 71 $ 2,515 December 31, 2022 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 16,901 $ 16,901 $ — $ — Total financial assets $ 16,901 $ 16,901 $ — $ — Financial Liabilities: Public warrant liability $ 280 $ 280 $ — $ — Private warrant liability 138 — 138 — Contingent consideration 7,619 — — 7,619 Total financial liabilities $ 8,037 $ 280 $ 138 $ 7,619 There were no transfers between Level 1, Level 2 and Level 3 during the years ended December 31, 2023 or December 31, 2022. The Company’s marketable securities presented in the consolidated balance sheet at December 31, 2023 have maturity dates ranging from 2024 through 2026 and are classified as current assets as these investments are intended to be readily available to fund current operations. The differences between the fair value and amortized cost basis of each security are the unrealized gains or losses recorded in accumulated other comprehensive income. As of December 31, 2023, the amortized cost for maturities less than one year and greater than one year were $ 17.2 million and $ 12.6 million, respectively. Public and Private Warrants As of the consummation of the Merger in July 2021, there were 666,516 warrants to purchase shares of Class A common stock outstanding, including 447,223 public warrants and 219,293 private placement warrants. As of December 31, 2023, there were 666,515 warrants to purchase shares of Class A common stock outstanding, including 452,272 public warrants and 214,243 private placement warrants outstanding. Each warrant expires five years after the Business Combination or earlier upon redemption or liquidation, and entitles the holder to purchase one share of Class A common stock at an exercise price of $ 379.50 per share, subject to adjustment, at any time commencing on September 4, 2021. 88 Table of Contents The Company may redeem the outstanding public warrants if the price per share of the Class A common stock equals or exceeds $ 594.00 as described below: • in whole and not in part; • at a price of $ 0.33 per public warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $ 594.00 per share (as adjusted) for any 20 trading days within a 30 -trading day period ending three trading days before sending the notice of redemption to warrant holders. The Company may redeem the outstanding public warrants if the price per share of the common stock equals or exceeds $ 330.00 as described below: • in whole and not in part; • at $ 3.30 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the common stock; • if, and only if, the closing price of the Class A common stock equals or exceeds $ 330.00 per share (as adjusted) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the common stock for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $ 594.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The private placement warrants were issued to CMLS Holdings, LLC, Mr. Munib Islam, Dr. Emily Leproust and Mr. Nat Turner, and are identical to the public warrants underlying the units sold in the initial public offering, except that (1) the private placement warrants and the common stock issuable upon the exercise of the private placement warrants would not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the private placement warrants are exercisable on a cashless basis, (3) the private placement warrants are non-redeemable (except as described above, upon a redemption of warrants when the price per share of Class A common stock equals or exceeds $ 330.00 ) so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the private placement warrants and the common stock issuable upon the exercise of the private placement warrants have certain registration rights. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. For the years ended December 31, 2023 and December 31, 2022 , a gain of $ 0.2 million and $ 21.1 million was recorded within the change in the change in fair market value of warrant and earn-out contingent liabilities in the consolidated statements of operations and comprehensive loss, respectively. Perceptive Warrant O n October 27, 2023, the Company entered into a Credit Agreement and Guaranty (the “Credit Agreement”) with Perceptive Credit Holdings IV, LP, as lender and administrative agent (“Perceptive”), which provides for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $ 75 million (the “Perceptive Term Loan Facility”). As consideration for the Credit Agreement, the Company issued to Perceptive a warrant to purchase up to 1,200,000 shares (the “Perceptive Warrants”) of its Class A common stock. For further information regarding the Credit Agreement and Perceptive Warrants, see Note 9, “ Long Term Debt ” included within this Annual Report. 89 Table of Contents The Perceptive Warrants are classified within Level 3 of the fair value hierarchy. The key assumptions utilized in determining the Perceptive Warrants valuation as of December 31, 2023 were as follows: December 31, 2023 Stock price $ 2.75 Exercise price $ 3.18 Expected volatility 110.0 % Expected term (in years) 9.8 Risk-free interest rate 3.88 % Dividend yield — The fair value determined and recorded as of December 31, 2023 was $ 2.5 million. For the year ended December 31, 2023, a nominal gain was recorded within the change in fair market value of warrant and earn-out contingent liabilities in the consolidated statements of operations and comprehensive loss based on re-measurement performed as of the period end date. Earn-out Contingent Liability In connection with the Business Combination, all Legacy Sema4 stockholders and option holders at that time became entitled to a pro rata share of 576,412 earn-out shares and earn-out RSUs. As for the earn-out RSUs for the Legacy Sema4 option holders, a total of 81,819 RSUs were granted on December 9, 2021. The vesting of such arrangement was conditioned on the satisfaction of both a service requirement and on the satisfaction of a market-based requirement. The market-based requirement would have been achieved if the Company’s stock price was greater than or equal to $ 429 (Triggering Event I), $ 495 (Triggering Event II) and $ 594 (Triggering Event III) during the applicable performance period, based on the volume-weighted average price for a period of at least 20 days out of 30 consecutive trading days. In July 2023, the Company’s obligations to issue earn-out shares pursuant to that certain Agreement and Plan of Merger (as amended, the “Business Combination Merger Agreement”), dated February 9, 2021, and shares pursuant to the earn-out RSUs expired as a result of the vesting conditions not being achieved. The fair value determined and recorded as of December 31, 2023 and December 31, 2022 was zero . During the year ended December 31, 2022, a gain of $ 10.2 million was recorded within the change in fair market value of warrant and earn-out contingent liabilities in the consolidated statements of operations and comprehensive loss based on re-measurement performed as of the period end date. The Company also recorded $ 0.8 million reduction in stock-based compensation expense in relation to the forfeiture of the earn-out RSUs by the Legacy Sema4 option holders for the year December 31, 2023. Contingent Consideration (Legacy GeneDx) In connection with the Acquisition, up to $ 150 million of contingent payments was to be payable to OPKO in cash and/or shares of Company’s Class A common stock with such mix to be determined in the Company’s sole discretion, based upon achievement of 2022 and 2023 revenue milestones, pursuant to the Acquisition Merger Agreement (the “Milestone Payments”). Subject to the terms and conditions of the Acquisition Merger Agreement, the first Milestone Payment was paid out in full in April 2023 through the issuance of 701,460 shares of the Company’s Class A common stock (valued at $ 160.38 per share) for $ 112.5 million as the revenue of the Legacy GeneDx group for the fiscal year 2022 exceeded $ 163 million. The second Milestone Payment of $ 37.5 million was valued at zero as the revenue target for the Legacy GeneDx group was not met during fiscal year 2023. The second Milestone Payment would have become due and payable if the revenue of the Legacy GeneDx group for the fiscal year 2023 equaled or exceeded $ 219 million (each of clauses (a) and (b), a “Milestone Event”); provided that 80 % of the second Milestone Payment would have become payable in respect of the second milestone period if the Legacy GeneDx group achieved 90 % of the Milestone Event revenue target for such period, which amount would have scaled on a linear basis up to 100 % of the second Milestone Payment at 100 % of the revenue target. During the year ended December 31, 2023, a gain of $ 0.9 million was recorded in the change in fair market value of warrant and earn-out contingent liabilities in the consolidated statements of operations and comprehensive loss. Connecticut Department of Economic and Community Development Funding Commitment The Company’s loan from the Connecticut Department of Economic and Community Development (“DECD”) is classified within Level 2 of the fair value hierarchy. The loan was recorded at its carrying value of $ 6.3 million at December 31, 2022 90 Table of Contents and December 31, 2023, with $ 0.5 million of recorded in other current liabilities on the consolidated balance sheets at December 31, 2023. The fair value was $ 5.0 million, which is estimated based on discounted cash flows using the yields of similar debt instruments of other companies with similar credit profiles. 6. Property and Equipment Property and equipment consisted of the following: As of December 31, 2023 2022 Laboratory equipment $ 15,538 $ 41,255 Equipment under finance leases 2,604 21,384 Leasehold improvements 14,614 35,561 Capitalized software 32,171 32,171 Building under finance lease 4,529 6,276 Computer equipment 5,819 9,177 Furniture, fixtures and other equipment 550 3,777 Construction in-progress 3,106 3,386 Total property and equipment 78,931 152,987 Less: accumulated depreciation and amortization ( 46,452 ) ( 101,460 ) Property and equipment, net $ 32,479 $ 51,527 For the years ended December 31, 2023 and 2022, depreciation and amortization expense was $ 19.7 million and $ 50.0 million, respectively, which included software amortization expense of $ 6.6 million and $ 15.4 million for the years ended December 31, 2023 and 2022, respectively. For intangible amortization, see Note 7, “ Goodwill and Intangible Assets ”. For the year ended December 31, 2023, the Company recorded the following: • $ 4.0 million charge to accelerate the amortization for certain capitalized software projects associated with Legacy Sema4 that were not expected to be utilized; • $ 9.9 million non-cash impairment charges (of which $ 5.6 million was allocated to the right-of-use asset associated with the sublease), driven by indicators of impairment related to the ISMMS sublease agreements during the first and third quarters of 2023; and • $ 1.7 million net gain on sale of assets primarily associated with the closure of Legacy Sema4 facilities. For the year ended December 31, 2022, the Company recorded the following: • $ 24.0 million charge to accelerate depreciation and amortization due to the change in the Company’s useful lives on certain fixed assets that are related to the business exit activity; and • $ 8.7 million charge associated with the identification of indicators of impairment that the carrying value of the certain capitalized software may not be recoverable. As a result, certain costs previously capitalized were written down within cost of services, research and development and general and administrative expenses. Depreciation and amortization expense is included within the statements of operations and comprehensive loss as follows: Year Ended December 31, 2023 2022 Cost of services $ 4,350 $ 31,328 Research and development 6,710 14,960 Selling and marketing 2 4 General and administrative 8,647 3,667 Total depreciation and amortization expense $ 19,709 $ 49,959 91 Table of Contents 7. Goodwill and Intangible Assets As discussed in Note 3, “ Business Combinations ”, upon the acquisition of GeneDx in April 2022, the Company recorded initial goodwill of $ 185.9 million through its preliminary purchase allocation. The purchase price allocation for acquired businesses may be modified for up to one year from the date of acquisition if additional facts or circumstances lead to changes in our preliminary purchase accounting estimates. During 2022, the Company recorded measurement period adjustments to reduce goodwill by $ 11.4 million. The measurement period closed on April 29, 2023. During the fourth quarter of 2022, the Company identified indicators that it was more likely than not that the fair value of the GeneDx reporting unit was less than its carrying value. The factors contributing to the indicators included, but were not limited to, significant decline in the Company’s stock price coupled with lower than anticipated business financial performance of the Legacy Sema4 business. Based on the quantitative analysis performed as of December 31, 2022, the Company concluded that the reporting unit’s carrying value was greater than the fair value. Accordingly, an impairment charge totaling $ 174.5 million was recognized. The following table reflects the carrying values and remaining useful lives of the acquired intangible assets identified based on the Company’s preliminary purchase accounting assessments for the GeneDx acquisition: December 31, 2023 December 31, 2022 Weighted-Average Amortization Period (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Tradenames and trademarks $ 50,000 $ ( 5,208 ) $ 44,792 $ 50,000 $ ( 2,083 ) $ 47,917 14.3 Developed Technology 48,000 ( 10,000 ) 38,000 48,000 ( 4,000 ) 44,000 6.3 Customer Relationships 98,000 ( 8,167 ) 89,833 98,000 ( 3,267 ) 94,733 18.3 $ 196,000 $ ( 23,375 ) $ 172,625 $ 196,000 $ ( 9,350 ) $ 186,650 The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31, 2023: 2024 $ 14,025 2025 14,025 2026 14,025 2027 14,025 2028 14,025 Thereafter 102,500 Total estimated future amortization expense $ 172,625 Amortization expense for tradenames and trademarks and developed technology of $ 9.1 million was recorded in general and administrative expenses for the year ended December 31, 2023 within the consolidated statements of operations and comprehensive loss. Amortization expense for customer relationships of $ 4.9 million was recorded in selling and marketing expenses for the year ended December 31, 2023 within the consolidated statements of operations and comprehensive loss. 92 Table of Contents 8. Related Party Transactions Related party revenues Total related party revenues are included within diagnostic test revenue and other revenue in the consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2023 2022 Diagnostic test revenue $ 3,199 $ 2,209 Other revenue — 353 Total related party revenues $ 3,199 $ 2,562 Related party revenues primarily include diagnostic testing revenues generated by GeneDx from BioReference Laboratories, Inc. (“BRLI”), which is a subsidiary of OPKO. The prices charged represent market rates. Revenue recorded from this contract was $ 2.7 million and $ 1.7 million for the years ended December 31, 2023 and December 31, 2022, respectively. Related party expenses Total related party costs are included within cost of services and related party expenses in the consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2023 2022 Costs of services $ 4,338 $ 4,169 General and administrative 435 — Other operating expenses, net 5,266 6,312 Total related party costs $ 10,039 $ 10,481 On June 1, 2017, the Company signed a contribution and funding agreement and other agreements with ISMMS, whereby ISMMS contributed certain assets and liabilities related to the Company’s operations, provided certain services to the Company, and also committed to funding the Company up to $ 55.0 million in future capital contributions in exchange for equity in the Company, of which $ 55.0 million was drawn as of December 31, 2019. Following the transaction, the Company commenced operations and began providing the services and performing research. Expenses recognized pursuant to other service arrangements with ISMMS totaled $ 6.8 million and $ 7.4 million for the years ended December 31, 2023 and 2022, respectively. These amounts are included in either cost of services or related party expenses on the consolidated statements of operations and comprehensive loss depending on the particular activity to which the costs relate. Payables due to ISMMS for the other service arrangements were $ 1.0 million and $ 2.4 million as of December 31, 2023 and December 31, 2022, respectively. These amounts are included within due to related parties on the Company’s consolidated balance sheets. Additionally, the Company incurred $ 3.4 million and $ 1.7 million in purchases of diagnostic testing kits and materials and $ 1.8 million and $ 1.4 million was recorded in cost of services for the year ended December 31, 2023 and 2022, respectively, from an affiliate of a member of the Board of Directors who has served in the role since July 2021. The prices paid represent market rates. Payables due were $ 0.4 million as of December 31, 2023 and 2022. Legacy GeneDx and OPKO entered into a Transition Services Agreement dated as of April 29, 2022 (the “OPKO TSA”) pursuant to which OPKO has agreed to provide, at cost, subject to certain limited exceptions, in order to facilitate the transactions contemplated by the Acquisition Merger Agreement, including human resources, information technology support, and finance and accounting. Services in connection with the OPKO TSA were fully completed in October 2023. The Company recognized $ 1.6 million and $ 1.3 million in costs for the year ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, a nominal amount and $ 0.4 million was unpaid and included in due to related parties in consolidated balance sheets, respectively. During the year ended December 31, 2023, the Company recorded a reduction of $ 1.3 million of receivables from OPKO related to the Acquisition closing working capital adjustment that was previously recorded as prepaid expenses and other current assets in consolidated balance sheets at December 31, 2022. 93 Table of Contents 9. Long-Term Debt As of December 31, 2023, long-term debt matures as follows: 2024 $ 497 2025 1,211 2026 1,235 2027 1,260 2028 51,285 Thereafter 762 Total debt 56,250 Less: current portion of long-term debt ( 497 ) Less: long-term debt issuance costs ( 3,065 ) Total long-term debt, net of current portion and debt issuance costs $ 52,688 Entry into Perceptive Term Loan Facility O n October 27, 2023 (the “Closing Date”), the Company entered into a Credit Agreement and Guaranty (the “Credit Agreement”) with Perceptive Credit Holdings IV, LP, as lender and administrative agent (“Perceptive”), which provides for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $ 75 million (the “Perceptive Term Loan Facility”). An initial tranche of $ 50 million (the “Tranche A Loan”) was funded under the Perceptive Term Loan Facility on the Closing Date. In addition to the Tranche A Loan, the Perceptive Term Loan Facility includes an additional tranche of $ 25 million (the “Tranche B Loan,” and together with the Tranche A Loan, the “Term Loans”), which will be accessible by the Company so long as the Company satisfies certain customary conditions precedent, including a specified revenue milestone (the funding date of the Tranche B Loan, the “Tranche B Borrowing Date”). The Perceptive Term Loan Facility has a maturity date of October 27, 2028 (the “Maturity Date”) and provides for an interest-only period during the term of the loan with principal due at the maturity date. Our net proceeds from the Tranche A Loan were approximately $ 49 million, after deducting estimated debt issuance costs and expenses. Interest Rate The Perceptive Term Loan Facility will accrue interest at an annual rate equal to the sum of (a) Term SOFR (as defined in the Credit Agreement) and (b) an applicable margin of 7.5 % (the “Applicable Margin”). Accrued interest on the Term Loans is payable monthly in arrears. Upon an Event of Default (as defined in the Credit Agreement), the Applicable Margin will automatically increase by an additional 4 % per annum. Amortization and Prepayment Prior to the Maturity Date, there will be no scheduled principal payments under the Perceptive Term Loan Facility. On the Maturity Date, the Company is required to pay Perceptive the aggregate outstanding principal amount of the Term Loans and all accrued and unpaid interest thereon. The Term Loans may be prepaid at any time, subject to a prepayment premium equal to 0 % to 10 % of the aggregate outstanding principal amount being prepaid, depending on the date of prepayment. Security Instruments and Warrant In connection with the Credit Agreement, the Company also entered into a Security Agreement (the “Security Agreement”), dated as of the Closing Date, with Perceptive, pursuant to which all of its obligations under the Credit Agreement are secured by a first lien perfected security interest on substantially all of its existing and after-acquired assets, subject to customary exceptions. In addition, on the Closing Date, as consideration for the Credit Agreement, the Company issued to Perceptive a warrant to purchase up to 1,200,000 shares of its Class A common stock. 800,000 Warrant Shares (the “Initial Warrant Shares”) vested and became exercisable on the Closing Date and 400,000 Warrant Shares (the “Additional Warrant Shares”) will vest and become exercisable on the Tranche B Borrowing Date. The per share exercise price for the Initial Warrant Shares is $ 3.1752 (the “Initial Warrant Exercise Price”), which is equal to the 10-day volume weighted average price (the “ 10-day VWAP”) of the Company’s Class A common stock at the end of the business day immediately prior to the Closing Date, and the per share exercise price for the Additional Warrant Shares will be equal to the lower of (a) the Initial Warrant Exercise Price or (b) the 10-day VWAP ending on the end of the business day immediately preceding the Tranche B Borrowing Date. The Perceptive Warrant will be exercisable, in whole or in part, until the 10 th anniversary of the applicable vesting date. For further 94 Table of Contents information regarding the accounting treatment and subsequent fair value re-measurement of the Perceptive Warrant, see Note 5, “ Fair Value Measurement ” included within this Annual Report. Termination of Loan and Security Agreement (the “SVB Agreement”) On November 15, 2021, the Company and Sema4 OpCo, Inc. (together, the “Borrower”) entered into a Loan and Security Agreement (the “SVB Agreement”) with Silicon Valley Bank (“SVB”) which provided for a revolving credit facility (the “Revolver”) up to an aggregate principal amount of $ 125 million, including a sublimit of $ 20 million for Letters of Credit (as such terms are defined in the SVB Agreement). In connection with the entry into the Credit Agreement, the SVB Agreement was terminated, effective as of the Closing Date, and SVB’s security interest in the Company’s assets and property was released. No amounts had been drawn under the SVB Agreement at the Closing Date. The Company recorded $ 0.6 million of expenses related to the termination of the SVB Agreement during the fourth quarter of 2023. Connecticut Department of Economic and Community Development Funding Commitment In June 2017, ISMMS assigned a loan funding commitment from the DECD to the Company (the “DECD Loan Agreement”) to support the Genetic Sequencing Laboratory Project in Branford, Connecticut, with funding based on the achievement of certain project development phases. The DECD Loan Agreement provided for a total loan commitment of $ 15.5 million at a fixed annual interest rate of 2.0 % for a term of 10 years. The Company was required to make interest-only payments through July 2023 and principal and interest payments commencing in August 2023. The final payment of principal and interest was due in July 2028. However, under the terms of the DECD Loan Agreement, the DECD granted a partial principal loan forgiveness of up to $ 12.3 million in the aggregate. Such forgiveness was contingent upon the Company achieving certain job creation and retention milestones and $ 4.5 million had been forgiven at December 31, 2022. This commitment was collateralized by a security interest in certain machinery and equipment the Company acquired from ISMMS, as defined in a separate security agreement. In January 2023, the Company amended the DECD Loan Agreement, which resulted in the Company agreeing to pay $ 2.0 million in principal, obtaining $ 2.8 million in debt forgiveness for achieving its Phase 2 job milestone, and agreeing to two new forgiveness milestone targets for its Phase 3 job milestone (eligible for $ 2.0 million in forgiveness) and a final phase job milestone (eligible for $ 1.0 million in forgiveness) (the “2022 Amended DECD Loan Agreement”). Upon execution of this amendment, the Company paid the $ 2.0 million in principal and received $ 2.8 million in debt forgiveness, both of which were classified as current liabilities at December 31, 2022 and the Company recognized the debt forgiveness as other (expense) income, net in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023. The terms of the 2022 Amended DECD Loan Agreement require the Company to make interest-only payments through July 2024 and principal and interest payments commencing in August 2024 through July 2029 at the same fixed annual interest rate of 2.0 %. The other terms of the 2022 Amended DECD Loan Agreement remained the same. The outstanding loan balance from the 2022 Amended DECD Loan Agreement was $ 6.3 million at December 31, 2023. 95 Table of Contents 10. Leases The tables below present financial information associated with the Company’s leases as of, and for the year ended, December 31, 2023 and 2022: December 31, Classification 2023 2022 Assets Operating lease assets Operating lease right-of-use assets $ 26,900 $ 32,758 Finance lease assets Property and Equipment, net 3,440 8,604 Total lease assets $ 30,340 $ 41,362 Liabilities Current Operating Short-term lease liabilities $ 2,331 $ 2,409 Finance Short-term lease liabilities 1,316 3,712 Non-current Operating Long-term lease liabilities $ 44,428 $ 44,468 Finance Long-term lease liabilities 18,510 15,545 Total lease liabilities $ 66,585 $ 66,134 Year ended December 31, Lease cost 2023 2022 Operating lease cost Operating lease cost $ 5,806 $ 6,044 Short-term lease cost 745 1,131 Variable lease cost 659 1,111 Total operating lease cost $ 7,210 $ 8,286 Finance lease cost Depreciation and amortization of leased assets $ 1,970 $ 5,518 Interest on lease liabilities 1,041 2,152 Total finance lease cost $ 3,011 $ 7,670 Total lease cost $ 10,221 $ 15,956 Future minimum lease payments under non-cancellable leases as of December 31, 2023 are as follows: Maturity of lease liabilities Operating lease Finance lease Total 2024 $ 4,388 $ 2,605 $ 6,993 2025 6,205 2,491 8,696 2026 6,296 2,003 8,299 2027 6,266 2,045 8,311 2028 6,450 2,107 8,557 Thereafter 37,157 23,048 60,205 Total 66,762 34,299 $ 101,061 Less: imputed interest ( 20,003 ) ( 14,473 ) ( 34,476 ) Present value of lease liabilities $ 46,759 $ 19,826 $ 66,585 96 Table of Contents Other information related to leases as of and for the year ended December 31, 2023 and 2022 and are as follows: December 31, 2023 2022 Weighted-average remaining lease term (years) Operating leases 10.0 12.2 Finance leases 11.8 19.0 Weighted-average discount rate Operating leases 6.4 % 6.9 % Finance leases 8.1 % 11.2 % Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 5,482 $ 4,183 Operating cash flows from finance leases 1,874 2,225 Financing cash flows from finance lease 3,598 3,292 11. Purchase Commitments and Contingencies Purchase Commitments The following sets forth purchase commitments as of December 31, 2023 with a remaining term of at least one year: 2024 2025 Total Commitments Software provider $ 2,445 $ 1,199 $ 3,644 Equipment provider 193 — 193 $ 2,638 $ 1,199 $ 3,837 The Company enters into contracts with suppliers to purchase materials needed for diagnostic testing. These contracts generally do not require multi-year purchase commitments. Contingencies The Company is a party to various actions and claims arising in the normal course of business. The Company does not believe that the outcome of these matters will have a material effect on the Company’s consolidated financial position, results of operations or cash flows. However, no assurance can be given that the final outcome of such proceedings will not materially impact the Company’s consolidated financial condition or results of operations. Except as described below, the Company was not a party to any material legal proceedings as of December 31, 2023, nor is it a party to any material legal proceedings as of the date of issuance of these consolidated financial statements. On September 7, 2022, a shareholder class action lawsuit was filed in the United States District Court for the District of Connecticut against the Company and certain of the Company’s current and former officers. The complaint purports to bring suit on behalf of stockholders who purchased the Company’s publicly traded securities between March 14, 2022 and August 15, 2022. Following the appointment of a lead plaintiff, an amended complaint was filed on January 30, 2023. As amended, the complaint purports to allege that defendants made false and misleading statements about the Company’s business, operations and prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and seeks unspecified compensatory damages, fees and costs. The Company believes the allegations and claims made in the complaint are without merit. On February 7, 2023, a stockholder commenced a lawsuit in the Delaware Court of Chancery. The suit is brought as a class action on behalf of stockholders of CMLS who did not redeem their shares in connection with the Business Combination. The suit names as defendants all directors of CMLS at the time of the transaction, including directors who continue to serve on the Company’s Board of Directors, as well as CMLS Holdings LLC. The Company is not named as a defendant. The complaint alleges that the July 2, 2021 proxy statement mailed to CMLS stockholders in connection with the transaction contained false and misleading statements, and purports to assert a claim of breach of fiduciary duty against all individual defendants, and a 97 Table of Contents similar claim against CMLS Holdings LLC and certain individuals for breach of fiduciary duty as control persons. The suit seeks to recover unspecified damages on behalf of the alleged class, among other relief. The Company believes the allegations and claims made in the complaint are without merit. The Company is subject to certain claims for advancement and indemnification by the individual defendants in this proceeding. On November 28, 2023, a stockholder filed a derivative suit, allegedly on behalf of the Company, based largely on the same allegations in the securities class action referenced above. The suit was filed in federal court in the District of Delaware, styled Ghazaleh v. Schadt, et al, 23-cv-01357 (D. Del.), and purports to assert claims against certain of the Company’s former and current officers and directors under Section 10(b) of the Exchange Act, and for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment and corporate waste. The Company is named only as a nominal defendant. The complaint seeks damages on the Company’s behalf, and seeks corporate governance and other relief. The response to the complaint is not yet due. Defined Contribution Plan Substantially all of the Company’s employees in the U.S. are eligible to participate in the defined contribution plan the Company sponsors. The defined contribution plan allows employees to contribute a portion of their compensation in accordance with specified guidelines. The Company, at its discretion, makes matching contributions. The Company contributed $ 6.5 million and $ 9.8 million for the years ended December 31, 2023 and 2022, respectively. 12. Stock-Based Compensation Stock Incentive Plans On July 22, 2021, in connection with the Business Combination, the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) became effective and 991,970 authorized shares of Class A common stock were reserved for issuance thereunder. This Plan will be administered by the Compensation Committee of the Company’s Board of Directors, including determination of the vesting, exercisability and payment of the awards to be granted under this Plan. No awards granted under the 2021 Plan are exercisable after 10 years from the date of grant, and the awards granted under the 2021 Plan generally vest over a four-year period on a graded vesting basis. On April 13, 2023, the stockholders of the Company approved an amendment and restatement to the 2021 Plan to increase the aggregate number of shares of the Company’s Class A common stock authorized for issuance under the 2021 Plan by 787,879 shares and implement certain other clarifying changes. On each January 1 of each of 2022 through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 Plan may be increased automatically by the number of shares equal to 5 % of the total number of shares of all classes of common stock issued and outstanding immediately preceding December 31. On July 21, 2023, the Company adopted the 2023 Equity Inducement Plan (the “Equity Inducement Plan”) and, subject to the adjustment provisions of the Equity Inducement Plan, reserved 500,000 shares of the Company’s Class A common stock for issuance pursuant to equity awards to be granted under the Equity Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, the only persons eligible to receive grants of equity awards under the Equity Inducement Plan are individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company. As of December 31, 2023, there was an aggregate of 1,310,423 shares available for grants of stock options or other awards under the 2021 Plan and Equity Inducement Plan. In January 2024, the number of Class A common stock reserved for future issuance under the 2021 Plan automatically increased by 1,298,943 shares. Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) became effective in connection with the Business Combination. The 2021 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. On each January 1 of each of 2022 through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the ESPP 2021 may be increased automatically by the number of shares equal to one percent ( 1 %) of the total number of shares of all classes of common stock issued and outstanding immediately preceding December 31. The Company did not make any grants of purchase rights under the 2021 ESPP during the years ended December 31, 2023 and December 31, 2022. A total of 336,816 shares of Class A common stock have been reserved for future issuance under the 2021 ESPP. In January 2024, the number of Class A common stock reserved for future issuance under the 2021 ESPP automatically increased by 259,788 shares. 98 Table of Contents Stock Option Activity All stock options granted under the 2021 Plan are accounted for as time-based equity awards. The following summarizes the stock option activity: Stock Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance at December 31, 2022 798,873 $ 49.83 6.08 $ 775,842 Options granted 44,080 $ 7.89 Options exercised ( 50,444 ) $ 5.05 Options forfeited and canceled ( 294,533 ) $ 48.62 Balance at December 31, 2023 497,976 $ 42.80 5.55 $ — Options exercisable at December 31, 2023 303,433 $ 37.27 4.52 $ — Non-vested options outstanding at the end of the year were 194,543 with weighted average grant-date fair value of $ 28.24 . The weighted-average grant-date fair value of options granted and total fair value of the options with tranches vested was $ 25.07 and $ 1.5 million for the year ended December 31, 2023, respectively. The weighted-average grant-date fair value of options forfeited and canceled was $ 22.71 for the year ended December 31, 2023. The aggregate intrinsic value of exercised options was $ 0.3 million and $ 18.1 million in the years ended December 31, 2023 and 2022, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date. The fair value of the stock option awards for the periods ended December 31, 2023 and 2022 were estimated using the Black-Scholes option pricing model with the following assumptions: 2023 2022 Expected volatility 105.00 % 65.20 % - 90.00 % Weighted-average expected volatility 105.0 % 75.0 % Expected term (in years) 5.5 5.48 - 6.18 Risk-free interest rate 4.03 % 1.65 % - 3.38 % Dividend yield — — Fair value of Class A common stock $ 6.35 $ 32.67 - $ 113.85 Restricted Stock Units (RSU) The Company issued time-based RSUs to employees under the 2021 Plan. The RSUs automatically convert to common stock on a one -for-one basis as the awards vest. The Company measures the value of RSUs at fair value based on the closing price of the underlying common stock on the grant date. The RSUs granted generally vest over a four year vesting period from the grant date, however, the Company also granted certain RSUs with vesting term beginning 12 months from the grant date and vesting immediately on the grant date. The following table summarizes the activity related to the Company’s time-based RSUs: Restricted Stock Units Outstanding Weighted Average Grant Date Fair Value Per Unit Balance at December 31, 2022 855,061 $ 77.88 Restricted Stock Units granted 1,836,177 $ 8.93 Restricted Stock Units vested ( 431,671 ) $ 42.38 Restricted Stock Units forfeited ( 751,690 ) $ 49.61 Balance at December 31, 2023 1,507,877 $ 15.48 The total fair value of RSUs vested for the year ended December 31, 2023 was $ 6.6 million. In 2022 the Company issued 18,794 RSUs subject to both service and performance based vesting conditions to the Executive Chairman of the Company, and in 2023 the Company issued an additional 20,666 RSUs. Vesting of the RSUs was based on the achievement of performance goals established for calendar year 2023. As of December 31, 2023, the established performance measures were not achieved for these RSUs and no expense was recorded for the year. 99 Table of Contents Stock-Based Compensation Expense Stock-based compensation expense is included within the consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2023 2022 Cost of services $ ( 1,217 ) $ 5,080 Research and development ( 2,585 ) 1,755 Selling and marketing ( 1,266 ) 5,390 General and administrative 4,742 29,750 Total stock-based compensation expense $ ( 326 ) $ 41,975 The Company recorded a reversal of stock-based compensation of $ 24.7 million and $ 38.2 million during the years ended December 31, 2023 and 2022, respectively, due to forfeiture activities upon employee terminations. As of December 31, 2023, unrecognized stock-based compensation cost related to the unvested portion of the Company’s stock options was $ 2.7 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.4 years. As of December 31, 2023, unrecognized stock-based compensation cost related to the Company’s RSUs was $ 10.6 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.7 years. 13. Income Taxes The components of income before incomes taxes consisted of the following: Year Ended December 31, 2023 2022 Foreign $ 623 $ 104 Domestic ( 177,316 ) ( 598,136 ) Loss before income tax provision (benefit) ( 176,693 ) ( 598,032 ) Year Ended December 31, 2023 2022 Current Federal $ — $ — State and Local — — Foreign 164 72 Total Current $ 164 $ 72 Deferred Federal $ 942 $ ( 40,828 ) State and Local ( 2,032 ) ( 8,296 ) Foreign — — Total Deferred ( 1,090 ) ( 49,124 ) Total income tax provision (benefit) $ ( 926 ) $ ( 49,052 ) For the years ended December 31, 2023 and 2022, the Company recorded a total income tax benefit of $ 0.9 million and $ 49.1 million, respectively. Accordingly, the effective tax rate for the Company for the years ended December 31, 2023 and 2022 was 0.5 % and 8.2 %, respectively. A reconciliation of the anticipated income tax expense/(benefit) computed by applying the 100 Table of Contents statutory federal income tax rate of 21% to loss before income taxes to the amount reported in the statement of operations and comprehensive loss is as follows: Year Ended December 31, 2023 2022 U.S. federal taxes at statutory rate 21.0 % 21.0 % State taxes (net of federal benefit) 1.1 1.4 Research and development tax credits ( 0.8 ) 0.3 Non-deductible stock-based compensation ( 2.4 ) ( 1.0 ) 162(m) Limitation ( 0.1 ) — Permanent Items ( 0.1 ) 0.5 Unrealized fair market value gain on warrants 0.1 1.7 Goodwill Impairment ( 0.1 ) ( 6.1 ) Change in valuation allowance ( 18.4 ) ( 9.6 ) Other 0.2 — Effective tax rate 0.5 % 8.2 % The tax effects of temporary differences and carryforwards that give rise to significant portions of the net deferred tax assets and liabilities were as follows: As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 257,960 $ 199,426 Stock-based compensation 7,690 13,379 Accrued compensation 1,269 2,233 Accrued expenses 3,470 — Research and development credits 6,374 8,600 Leases 14,054 12,971 Property and equipment — 4,039 Obsolete inventory reserve 136 5,889 Third party liability 7,514 10,142 Section 174 amortization 25,993 23,193 Capitalized software 1,211 — Other 814 1,091 Total deferred tax assets 326,485 280,963 Valuation allowance ( 271,567 ) ( 226,644 ) Deferred tax assets, net of valuation allowance 54,918 54,319 Deferred tax liabilities: Property and equipment ( 1,279 ) — ROU asset ( 7,353 ) ( 8,589 ) Capitalized software — ( 141 ) Intangible amortization ( 47,846 ) ( 48,248 ) Total deferred tax liabilities ( 56,478 ) ( 56,978 ) Net deferred tax liability after valuation allowance $ ( 1,560 ) $ ( 2,659 ) 101 Table of Contents As of December 31, 2023, the Company had the following tax net operating loss carryforwards available to reduce future federal and state taxable income, and tax credit carryforwards available to offset future federal and Connecticut income taxes: Amount Expiration period Tax net operating loss carryforwards: Federal (pre-2018 net operating losses) $ 33,056 2036-2037 Federal (post-2017 net operating losses) $ 853,531 No expiration State and Local $ 1,278,549 2028-2042 State and Local $ 97,727 No expiration Tax credit carryforwards: Federal research and development $ 5,460 2038-2040 Connecticut research and experimental $ 777 2035-2036 Connecticut research and development $ 381 No expiration The Company had the following deferred tax valuation allowance balances: Year Balance at the Beginning of Period Additions Balance at the End of Period 2023 $ 226,644 44,923 $ 271,567 2022 $ 155,668 70,976 $ 226,644 Future realization of the tax benefits of existing temporary differences and carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2023 and 2022 the Company performed an evaluation to determine whether a valuation allowance was needed. Based on the Company’s analysis, which considered all available evidence, both positive and negative, the Company determined that it is more likely than not that a significant portion of its deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2023 and 2022. The valuation allowance increased by $ 44.9 million in 2023 and $ 71.0 million in 2022, primarily due to the increase in net operating loss carryforwards. Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. Generally, an ownership change occurs when certain shareholders increase their aggregated ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). Future changes in stock ownership, which may be outside of the Company’s control, may trigger an ownership change. In addition, future equity offerings or acquisitions that have an equity component of the purchase price could result in an ownership change. If an ownership change has occurred or does occur in the future, utilization of the NOL carryforwards or other tax attributes may be limited. A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2023 and 2022 is as follows: As of December 31, 2023 2022 Unrecognized tax benefits – January 1 $ 718 $ 537 Gross increases – tax positions in current period — 181 Unrecognized tax benefits – December 31 $ 718 $ 718 To the extent penalties and interest would be assessed on any underpayment of income tax, the Company’s policy is that such amounts would be accrued and classified as a component of income tax expense in the financial statements. The Company had a nominal amount of accrued interest or penalties related to uncertain tax positions as of December 31, 2023 and 2022. The Company files income tax returns for U.S federal jurisdiction, various state jurisdictions, and various foreign countries. In the normal course of business, the Company is subject to examination by federal, state and foreign jurisdictions, where applicable. There are currently no pending federal, state or foreign income tax examinations. As a result of the Company’s 102 Table of Contents net operating loss carryforwards, the Company’s federal and state statutes of limitations remain open from 2016 and forward until the net operating loss carryforwards are utilized or expire prior to utilization. 14. Net Loss per Share Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ ( 175,767 ) $ ( 548,980 ) Denominator: Basic and diluted weighted-average common shares outstanding 24,311,989 10,236,960 Basic and diluted loss per share $ ( 7.23 ) $ ( 53.63 ) On May 4, 2023, the Company effected a reverse stock split of its Class A common stock at a ratio of 1-for-33. As a result of the Reverse Stock Split, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding prior to the Reverse Stock Split by a ratio of 1-for-33 to determine the number of shares of common stock into which they converted. The following tables summarize the outstanding shares of potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been anti-dilutive: Year Ended December 31, 2023 2022 Outstanding options and RSUs to purchase Class A common stock 2,005,853 1,653,934 Outstanding warrants 1,466,515 666,515 Outstanding earn-out shares — 552,392 Outstanding earn-out RSUs — 24,019 Total 3,472,368 2,896,860 15. Restructuring Costs The table below provides certain information concerning restructuring activity during the year ended December 31, 2023 and December 31, 2022: Reserve Balance at December 31, 2022 Charged to Costs and Expenses Payments and Other Reserve Balance at December 31, 2023 Severance $ 4,770 $ 6,514 $ ( 9,431 ) $ 1,853 Others 253 18 ( 271 ) — Total $ 5,023 $ 6,532 $ ( 9,702 ) $ 1,853 Reserve Balance at December 31, 2021 Charged to Costs and Expenses Payments and Other Reserve Balance at December 31, 2022 Severance $ — $ 19,239 $ ( 14,469 ) $ 4,770 Others — 6,571 ( 6,318 ) 253 Total $ — $ 25,810 $ ( 20,787 ) $ 5,023 On October 30, 2023, the Company announced a continued strategic realignment of its organization to key priorities which includes the elimination of approximately 50 positions impacted on August 23, 2023, and approximately 35 positions impacted on October 30, 2023. Together these actions reduced the size of the Company’s workforce by 10 % from the total number that existed at the time of the August reduction in force. In total, the Company announced cost saving initiatives, 103 Table of Contents including but not limited to these reductions in force, that are expected to result in an excess of $ 40 million in annual cost reduction. The Company expects that all remaining cash severance payments will be complete in less than one year. During the year ended December 31, 2022, the Company’s Compensation Committee of the Board of Directors approved by written consents, dated February 17, 2022, May 2, 2022 and August 11, 2022, a restructuring plan which was fully executed by management and restructuring charges were incurred and recorded in connection therewith, including an exit of the Company’s somatic tumor testing business. These costs include severance packages offered to the employees impacted by the plan, third party consulting costs, and costs related to closing the Company’s laboratory in Branford, CT. The plan resulted in the Company eliminating approximately 250 positions. During the fourth quarter of 2022, the Company announced its strategic realignment resulting in the exit of its reproductive and women’s health testing business, which included carrier screening, noninvasive prenatal, and other ancillary reproductive testing offerings. The Company ceased accepting samples for these tests on December 14, 2022 and notified its customers impacted by the decision immediately. As a result, the Company eliminated approximately 500 positions, and ceased operations at its Stamford, CT laboratory. When combined with the Company’s prior reductions in workforce during 2022, the exit resulted in the elimination of approximately 32.5 % of the Company’s workforce which existed at the time of the announcement. The Company may incur additional expenses not currently contemplated due to events associated with the reduction in force. The charges that the Company expects to incur in connection with the reduction in force are estimates and subject to a number of assumptions, and actual results may differ materially. 16. Supplemental Financial Information The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the consolidated balance sheets to the total of the same amounts shown on the consolidated statements of cash flows: As of December 31, 2023 2022 Cash and cash equivalents $ 99,681 $ 123,933 Restricted cash (included in prepaid expenses and other current assets) — 13,470 Restricted cash (included in other assets) 987 900 Total $ 100,668 $ 138,303 Restricted cash included within prepaid expenses and other current assets as of December 31, 2022 includes $ 12.1 million held in escrow as restricted cash related to the closing of the Acquisition which was released upon expiration of the one year escrow period in May 2023. Restricted cash included in other assets as of December 31, 2023 and 2022 primarily consists of money market deposit accounts that secure an irrevocable standby letter of credit that serves as collateral for security deposit operating leases. See Note 10, “ Leases ” for further information. Accounts payable and accrued expenses consisted of the following: As of December 31, 2023 2022 Accounts payable $ 10,238 $ 46,017 Accrued purchases 12,154 20,314 Reserves for refunds to insurance carriers 15,039 17,001 Other 25 1,546 Total $ 37,456 $ 84,878 104 Table of Contents Other current liabilities consisted of the following: As of December 31, 2023 2022 Accrued bonus $ 3,784 $ 8,429 Accrued payroll 1,745 3,905 Accrued benefits 6,409 1,529 Accrued commissions 527 1,656 Accrued severance 1,853 4,770 Current portion of long-term debt 497 4,750 Indemnification liabilities — 13,470 Current portion of the contingent consideration liabilities — 6,019 Current portion of debt issuance costs ( 802 ) — Other 2,323 5,177 Total $ 16,336 $ 49,705 Other liabilities consisted of the following: As of December 31, 2023 2022 Warrant liability $ 2,735 $ 418 Earn-out contingent liability — 1,600 Third party payor reserve 12,000 22,000 Total $ 14,735 $ 24,018 17. Segment Reporting The Company’s business is aligned with how the chief operating decision maker (“CODM”) reviews performance and makes decisions in managing the Company. At December 31, 2023, the Company has identified two reportable segments: (i) GeneDx inclusive of Legacy GeneDx and Legacy Sema4 data revenues and associated costs and (ii) Legacy Sema4 diagnostics. The GeneDx segment primarily provides pediatric and rare disease diagnostics with a focus on whole exome and genome sequencing and, to a lesser extent, data and information services. The Legacy Sema4 diagnostics segment provided reproductive and women’s health and somatic oncology diagnostic testing and screening products and has been completely shut down. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. The CODM evaluates segment performance based on revenue and adjusted gross margin. Year ended December 31, 2023 2022 GeneDx Legacy Sema4 Total GeneDx Legacy Sema4 Total Revenue $ 194,376 $ 8,190 $ 202,566 $ 122,234 $ 112,460 $ 234,694 Adjusted cost of services 106,983 2,305 109,288 74,213 148,897 223,110 Adjusted gross profit (loss) (1) 87,393 5,885 93,278 48,021 ( 36,437 ) 11,584 Reconciliations: Depreciation and amortization 4,238 112 4,350 2,440 28,888 31,328 Stock-based compensation 754 ( 1,971 ) ( 1,217 ) 680 4,400 5,080 Restructuring charges 108 31 139 129 1,797 1,926 Gross profit (loss) $ 82,293 $ 7,713 $ 90,006 $ 44,772 $ ( 71,522 ) $ ( 26,750 ) (1) Adjusted Cost of Services and Adjusted Gross Profit exclude depreciation and amortization expense, stock-based compensation expense and restructuring costs. 105 Table of Contents Management manages assets on a total company basis, not by reporting segment. The CODM does not regularly review any asset information by reporting segment and, accordingly, the Company does not report asset information by reporting segment. 106 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None.