GeneDx announces 1-for-33 reverse stock split effective May 4, 2023; two directors not standing for re-election

GeneDx Holdings Corp.

Reverse stock split at 1-for-33 ratio approved by Board on April 24, 2023; effective May 4, 2023.
No fractional shares issued; any fractional share rounded up to nearest whole share.
CUSIP changes: common stock to 81663L 200; public warrants to 81663L 127.
Directors Rachel Sherman and Dennis Charney will not stand for re-election at 2023 annual meeting; no disagreement.
Warrant exercise price adjusted from $11.50 to $379.50 per share; each warrant now exercisable for 1/33 of a share.

item 3.03 item 5.02 item 5.03 item 8.01 item 9.01

Executive movements

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Departed

Rachel Sherman

Director

WGS · GeneDx Holdings Corp.

Filed: April 28, 2023, 7:59 PM ET

On April 24, 2023, Rachel Sherman and Dennis Charney notified the Board that they will not stand for re-election as directors of the Company at the Company’s 2023 annual meeting of stockholders

Departed

Dennis Charney

Director

WGS · GeneDx Holdings Corp.

Filed: April 28, 2023, 7:59 PM ET

On April 24, 2023, Rachel Sherman and Dennis Charney notified the Board that they will not stand for re-election as directors of the Company at the Company’s 2023 annual meeting of stockholders

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Rachel Sherman departed as Director at GeneDx Holdings Corp..

Action: will not stand for re-election
Role: Director

Exact text from the filing

On April 24, 2023, Rachel Sherman and Dennis Charney notified the Board that they will not stand for re-election as directors of the Company at the Company’s 2023 annual meeting of stockholders

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Dennis Charney departed as Director at GeneDx Holdings Corp..

Action: will not stand for re-election
Role: Director

Exact text from the filing

On April 24, 2023, Rachel Sherman and Dennis Charney notified the Board that they will not stand for re-election as directors of the Company at the Company’s 2023 annual meeting of stockholders

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

GeneDx Holdings Corp.: Certificate of Amendment to effect a 1-for-33 reverse stock split of Class A Common Stock, approved by board on April 24, 2023 and filed on April 28, 2023 (effective 2023-05-04).

Change: charter amendment
Effective: 2023-05-04

Exact text from the filing

On April 28, 2023, the Company filed a Certificate of Amendment (the “Reverse Stock Split Certificate of Amendment”) to the Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective as of May 4, 2023.

View on SEC.gov

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GeneDx Holdings Corp. filing history →

Source: SEC EDGAR

accession 0001818331-23-000030

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