---
schema_version: "secwatch.filing_event.v1"
accession: "0001818331-23-000015"
form_type: "8-K"
ticker: "WGS"
cik: "0001818331"
company_name: "GeneDx Holdings Corp."
filed_at: "2023-01-30T23:59:59+00:00"
generated_at: "2026-06-20T06:44:12.428473+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# GeneDx raises ~$150M via equity offering at $0.35/share; Corvex affiliates invest $35M

## Summary
- Offering of 428.6M shares at $0.35 per share; net proceeds estimated at ~$143M.
- Underwritten public offering of 328.6M shares; direct offering to Corvex affiliates of 100M shares.
- Corvex affiliates, led by board member Keith Meister, purchase 100M shares for $35M; 22.3M shares subject to stockholder approval.
- Proceeds to be used for working capital, debt repayment, and strategic investments.
- Jefferies acted as underwriter and sole placement agent; special stockholder meeting called for approval of additional shares.

## SEC filing metadata
- accession: 0001818331-23-000015
- form_type: 8-K
- ticker: WGS
- cik: 0001818331
- company_name: GeneDx Holdings Corp.
- filed_at: 2023-01-30T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1818331/000181833123000015/0001818331-23-000015-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1818331/000181833123000015/smfr-20230126.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001818331-23-000015
- JSON: https://secwatch.observer/filing/0001818331-23-000015.json
- Plain text: https://secwatch.observer/filing/0001818331-23-000015.txt

## Key facts
- Material Agreements
  GeneDx Holdings Corp. entered into Subscription Agreements with Corvex Select Equity Master Fund LP, Corvex Master Fund LP, Corvex Dynamic Equity Select Master Fund LP valued at Registered direct offering of 100,000,000 shares of Class A common stock; includes 77,663,376 shares (effective 2023-01-26).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Corvex Select Equity Master Fund LP, Corvex Master Fund LP, Corvex Dynamic Equity Select Master Fund LP
  - Value: Registered direct offering of 100,000,000 shares of Class A common stock; includes 77,663,376 shares
  - Effective: 2023-01-26
  source text: (ii) subscription agreements (the “Subscription Agreements”) with Corvex Select Equity Master Fund LP, Corvex Master Fund LP and Corvex Dynamic Equity Select Master Fund LP, which are institutional investors affiliated with Keith Meister, a member of the Company’s board of directors, relating to a registered direct offering (the “Direct Offering” and, together with the Underwritten Offering, the “Offerings”) of 100,000,000 shares of Class A common stock comprising (A) 77,663,376 shares (the “Initial Direct Offering Shares”) that are expected to be issued following the closing of the Underwritten Offering and (B) 22,336,624 shares (the “Additional Direct Offering Shares”) that are subject to stockholder approval to satisfy Nasdaq Stock Market rules with respect to the issuance of such shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1818331/000181833123000015/0001818331-23-000015-index.htm
- Material Agreements
  GeneDx Holdings Corp. entered into Underwriting Agreement with Jefferies LLC valued at Underwritten public offering of 328,571,429 shares of Class A common stock at $0.35 per share; under (effective 2023-01-26).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Jefferies LLC
  - Value: Underwritten public offering of 328,571,429 shares of Class A common stock at $0.35 per share; under
  - Effective: 2023-01-26
  source text: On January 26, 2023, GeneDx Holdings Corp. (the “Company”) entered into the following agreements in connection with offerings of an aggregate of 428,571,429 shares (the “Shares”) of its Class A common stock, par value $0.0001 per share (the “Class A common stock”), at an offering price of $0.35 per share: (i) an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, the underwriter and sole book-running manager (the “Underwriter”), relating to an underwritten public offering (the “Underwritten Offering”) of 328,571,429 shares of Class A common stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/1818331/000181833123000015/0001818331-23-000015-index.htm

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