---
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"
generated_at: "2026-06-27T17:39:09.519455+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Sema4 agrees to acquire GeneDx from OPKO for $150M cash + 80M shares; $200M PIPE at $4.00/share

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 3.02, 5.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001818331-22-000010
- JSON: https://secwatch.observer/filing/0001818331-22-000010.json
- Plain text: https://secwatch.observer/filing/0001818331-22-000010.txt

## Key facts
- Executive change
  Keith Meister was appointed as Director at GeneDx Holdings Corp..
  - Action: appointed
  - Role: Director
  source text: Keith Meister was appointed to the Board as a director of the Company
  evidence_url: https://www.sec.gov/Archives/edgar/data/1818331/000181833122000010/0001818331-22-000010-index.htm
- Executive change
  Jason Ryan was appointed as Executive Chairperson of the Board at GeneDx Holdings Corp..
  - Action: appointed
  - Role: Executive Chairperson of the Board
  source text: the Board approved the appointment of Jason Ryan, a current director of the Company, as the Executive Chairperson of the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1818331/000181833122000010/0001818331-22-000010-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.