{"schema_version":"secwatch.filing_event.v1","accession":"0001818331-22-000010","form_type":"8-K","ticker":"WGS","cik":"0001818331","company_name":"GeneDx Holdings Corp.","filed_at":"2022-01-18T23:59:59+00:00","discovered_at":"2026-05-14T18:04:08.407440+00:00","generated_at":"2026-06-27T17:39:09.519455+00:00","sec_items":["1.01","3.02","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Sema4 agrees to acquire GeneDx from OPKO for $150M cash + 80M shares; $200M PIPE at $4.00/share","bullets":["Total consideration: $150M cash + 80M Sema4 shares + up to $150M in revenue-based milestones.","GeneDx CEO Katherine Stueland will become Co-CEO of Sema4 post-close; Jason Ryan named Executive Chair.","PIPE of $200M (50M shares at $4.00/share) from institutional investors, including existing holders.","Closing expected in H1 2022, subject to stockholder approval, HSR, and other customary conditions.","OPKO and certain holders subject to 1-year lock-up on stock consideration; support agreements for voting."],"urls":{"canonical":"https://secwatch.observer/filing/0001818331-22-000010","json":"https://secwatch.observer/filing/0001818331-22-000010.json","markdown":"https://secwatch.observer/filing/0001818331-22-000010.md","text":"https://secwatch.observer/filing/0001818331-22-000010.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1818331/000181833122000010/0001818331-22-000010-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1818331/000181833122000010/smfr-20220114.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-27T17:39:09.519455+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"720281211b","claim":"Keith Meister was appointed as Director at GeneDx Holdings Corp..","evidence_excerpt":"Keith Meister was appointed to the Board as a director of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1818331/000181833122000010/0001818331-22-000010-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"7b2e4c756d","claim":"Jason Ryan was appointed as Executive Chairperson of the Board at GeneDx Holdings Corp..","evidence_excerpt":"the Board approved the appointment of Jason Ryan, a current director of the Company, as the Executive Chairperson of the Board","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1818331/000181833122000010/0001818331-22-000010-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Executive Chairperson of the Board"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}