{"schema_version":"secwatch.filing_event.v1","accession":"0001818331-23-000030","form_type":"8-K","ticker":"WGS","cik":"0001818331","company_name":"GeneDx Holdings Corp.","filed_at":"2023-04-28T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.820552+00:00","generated_at":"2026-06-16T06:40:33.492617+00:00","sec_items":["3.03","5.02","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"GeneDx announces 1-for-33 reverse stock split effective May 4, 2023; two directors not standing for re-election","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001818331-23-000030","json":"https://secwatch.observer/filing/0001818331-23-000030.json","markdown":"https://secwatch.observer/filing/0001818331-23-000030.md","text":"https://secwatch.observer/filing/0001818331-23-000030.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1818331/000181833123000030/0001818331-23-000030-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1818331/000181833123000030/smfr-20230424.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T06:40:33.492617+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":"08ca7e0a41","claim":"Rachel Sherman departed as Director at GeneDx Holdings Corp..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1818331/000181833123000030/0001818331-23-000030-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"will not stand for re-election"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4d64047433","claim":"Dennis Charney departed as Director at GeneDx Holdings Corp..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1818331/000181833123000030/0001818331-23-000030-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"will not stand for re-election"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"49fbd8ca22951f33b52a003fd33bec5541e69176","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1818331/000181833123000030/0001818331-23-000030-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-05-04"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}