GeneDx (WGS) 10-Q30 Jul 242024 Q2 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Jul. 22, 2024
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Entity File Number	001-39482
Entity Registrant Name	GeneDx Holdings Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1966622
Entity Address, Address Line One	333 Ludlow Street
Entity Address, Address Line Two	North Tower
Entity Address, Address Line Three	6th Floor
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	888
Local Phone Number	729-1206
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		26,935,897
Entity Central Index Key	0001818331
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A common stock
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	WGS
Security Exchange Name	NASDAQ
Warrant
Entity Listings [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per share
Trading Symbol	WGSWW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 56,076	$ 99,681
Marketable securities	50,784	30,467
Inventory, net	10,322	8,777
Prepaid expenses and other current assets	18,792	10,598
Total current assets	162,167	182,339
Operating lease right-of-use assets	25,624	26,900
Property and equipment, net	31,339	32,479
Intangible assets, net	165,613	172,625
Other assets	4,357	4,413
Total assets	389,100	418,756
Current liabilities:
Accounts payable and accrued expenses	51,959	37,456
Short-term lease liabilities	4,001	3,647
Total current liabilities	68,270	58,818
Long-term debt, net of current portion	52,160	52,688
Long-term lease liabilities	60,800	62,938
Other liabilities	12,660	14,735
Deferred taxes	1,167	1,560
Total liabilities	195,057	190,739
Commitments and contingencies (Note 9)
Stockholders’ Equity:
Preferred Stock, $0.0001 par value: 1,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2024 and December 31, 2023	0	0
Class A common stock, $0.0001 par value: 1,000,000,000 shares authorized, 26,926,383 and 25,978,863 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	2	2
Additional paid-in capital	1,543,182	1,527,778
Accumulated deficit	(1,349,600)	(1,300,188)
Accumulated other comprehensive income	459	425
Total stockholders’ equity	194,043	228,017
Total liabilities and stockholders’ equity	389,100	418,756
Nonrelated Party
Current assets:
Accounts receivable	25,500	32,371
Current liabilities:
Other current liabilities	11,097	16,336
Related Party
Current assets:
Accounts receivable	693	445
Current liabilities:
Other current liabilities	$ 1,213	$ 1,379

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, issued (in shares)	26,926,383	25,978,863
Common stock, outstanding (in shares)	26,926,383	25,978,863

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Total revenue	$ 70,514	$ 48,706	$ 132,936	$ 91,845
Cost of services	27,562	29,949	52,573	57,852
Gross profit	42,952	18,757	80,363	33,993
Research and development	10,902	17,138	22,469	31,730
Selling and marketing	16,585	15,182	32,670	28,634
General and administrative	25,170	37,341	47,615	81,030
Impairment loss	0	0	0	2,120
Other operating expenses, net	874	718	1,848	2,465
Loss from operations	(10,579)	(51,622)	(24,239)	(111,986)
Non-operating income (expenses), net
Change in fair value of warrants and earn-out contingent liabilities	(4,409)	3,547	(10,510)	94
Interest expense, net	(894)	1,074	(1,491)	1,039
Other expense, net	(13,481)	86	(13,444)	2,802
Total non-operating income, net	(18,784)	4,707	(25,445)	3,935
Loss before income taxes	(29,363)	(46,915)	(49,684)	(108,051)
Income tax benefit	190	196	272	343
Net loss	(29,173)	(46,719)	(49,412)	(107,708)
Other comprehensive loss, net of tax
Unrealized gain related to available for sale securities, net	168	0	34	0
Comprehensive loss	$ (29,005)	$ (46,719)	$ (49,378)	$ (107,708)
Weighted average shares outstanding of Class A common stock, Basic (in shares)	26,617,955	25,418,358	26,340,063	22,754,948
Weighted average shares outstanding of Class A common stock, Diluted (in shares)	26,617,955	25,418,358	26,340,063	22,754,948
Basic net loss per share, Class A common stock (in dollars per share)	$ (1.10)	$ (1.84)	$ (1.88)	$ (4.73)
Diluted net loss per share, Class A common stock (in dollars per share)	$ (1.10)	$ (1.84)	$ (1.88)	$ (4.73)
Class A common stock
Other comprehensive loss, net of tax
Weighted average shares outstanding of Class A common stock, Basic (in shares)	26,617,955	25,418,358	26,340,063	22,754,948
Weighted average shares outstanding of Class A common stock, Diluted (in shares)	26,617,955	25,418,358	26,340,063	22,754,948
Basic net loss per share, Class A common stock (in dollars per share)	$ (1.10)	$ (1.84)	$ (1.88)	$ (4.73)
Diluted net loss per share, Class A common stock (in dollars per share)	$ (1.10)	$ (1.84)	$ (1.88)	$ (4.73)
Diagnostic test revenue
Total revenue	$ 69,439	$ 46,635	$ 130,543	$ 88,485
Other revenue
Total revenue	$ 1,075	$ 2,071	$ 2,393	$ 3,360

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	IPO	Additional paid-in capital	Additional paid-in capital IPO	Accumulated deficit	Accumulated other comprehensive income	Class A common stock	Class A common stock Common Stock	Class A common stock Common Stock IPO
Beginning balance (in shares) at Dec. 31, 2022								11,773,065
Beginning balance at Dec. 31, 2022	$ 253,705		$ 1,378,125		$ (1,124,421)	$ 0		$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(107,708)				(107,708)
Common stock issued pursuant to stock option exercises (in shares)								50,444
Common stock issued pursuant to stock option exercises	265		265
Stock-based compensation expense	156		156
Vested restricted stock units converted to common stock (in shares)								213,955
Issuance of Class A common shares in offering (in shares)								676,868	12,315,752
Issuance of Class A common shares in underwritten public offering, net of issuance costs	7,564	$ 135,439	7,564	$ 135,438					$ 1
Issuance of Class A common shares for first Milestone Payment (in shares)								701,460
Issuance of Class A common shares for first Milestone Payment	6,692		6,692
Fractional shares issued upon Reverse Stock Split (in shares)								29,603
Ending balance (in shares) at Jun. 30, 2023								25,761,147
Ending balance at Jun. 30, 2023	296,113		1,528,240		(1,232,129)	0		$ 2
Beginning balance (in shares) at Mar. 31, 2023								24,193,436
Beginning balance at Mar. 31, 2023	328,469		1,513,877		(1,185,410)	0		$ 2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(46,719)				(46,719)
Stock-based compensation expense	107		107
Vested restricted stock units converted to common stock (in shares)								159,780
Issuance of Class A common shares in offering (in shares)								676,868
Issuance of Class A common shares in underwritten public offering, net of issuance costs	7,564		7,564
Issuance of Class A common shares for first Milestone Payment (in shares)								701,460
Issuance of Class A common shares for first Milestone Payment	6,692		6,692
Fractional shares issued upon Reverse Stock Split (in shares)								29,603
Ending balance (in shares) at Jun. 30, 2023								25,761,147
Ending balance at Jun. 30, 2023	$ 296,113		1,528,240		(1,232,129)	0		$ 2
Beginning balance (in shares) at Dec. 31, 2023	25,978,863							25,978,863
Beginning balance at Dec. 31, 2023	$ 228,017		1,527,778		(1,300,188)	425		$ 2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(49,412)				(49,412)
Common stock issued pursuant to stock option exercises (in shares)							31,946	31,946
Common stock issued pursuant to stock option exercises	161		161
Common stock issued pursuant to Perceptive warrant exercise (in shares)								645,414
Common stock issued pursuant to Perceptive warrant exercise	12,586		12,586
Stock-based compensation expense	2,657		2,657
Other comprehensive loss, net of tax	$ 34					34
Vested restricted stock units converted to common stock (in shares)								270,160
Ending balance (in shares) at Jun. 30, 2024	26,926,383							26,926,383
Ending balance at Jun. 30, 2024	$ 194,043		1,543,182		(1,349,600)	459		$ 2
Beginning balance (in shares) at Mar. 31, 2024								26,122,348
Beginning balance at Mar. 31, 2024	207,217		1,527,351		(1,320,427)	291		$ 2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(29,173)				(29,173)
Common stock issued pursuant to stock option exercises (in shares)								27,069
Common stock issued pursuant to stock option exercises	137		137
Common stock issued pursuant to Perceptive warrant exercise (in shares)								645,414
Common stock issued pursuant to Perceptive warrant exercise	12,586		12,586
Stock-based compensation expense	3,108		3,108
Other comprehensive loss, net of tax	$ 168					168
Vested restricted stock units converted to common stock (in shares)								131,552
Ending balance (in shares) at Jun. 30, 2024	26,926,383							26,926,383
Ending balance at Jun. 30, 2024	$ 194,043		$ 1,543,182		$ (1,349,600)	$ 459		$ 2

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities
Net loss	$ (49,412)	$ (107,708)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	10,466	18,968
Stock-based compensation expense	2,657	156
Change in fair value of warrants and contingent liabilities	10,510	(94)
Deferred tax benefit	(272)	(343)
Provision for excess and obsolete inventory	109	2,620
Legal reserves	13,450	0
Change in third party payor reserves	1,066	(4,308)
Gain on sale of assets	0	(2,954)
Gain on debt forgiveness	0	(2,750)
Impairment loss	0	2,120
Other	1,738	412
Change in operating assets and liabilities:
Accounts receivable	6,871	10,174
Inventory	(1,654)	(486)
Accounts payable and accrued expenses	(10,359)	(25,399)
Other assets and liabilities	(6,088)	531
Net cash used in operating activities	(20,918)	(109,061)
Investing activities
Consideration on escrow paid for GeneDx acquisition	0	(12,144)
Purchases of property and equipment	(1,795)	(2,762)
Proceeds from sales of assets	0	3,634
Purchases of marketable securities	(29,381)	0
Proceeds from sales of marketable securities	598	0
Proceeds from maturities of marketable securities	8,720	0
Development of internal-use software assets	0	(461)
Net cash used in investing activities	(21,858)	(11,733)
Financing activities
Proceeds from offerings, net of issuance costs	0	143,002
Exercise of stock options	161	266
Long-term debt principal payments	0	(2,000)
Finance lease payoff and principal payments	(990)	(1,222)
Net cash (used in) provided by financing activities	(829)	140,046
Net (decrease) increase in cash, cash equivalents and restricted cash	(43,605)	19,252
Cash, cash equivalents and restricted cash, at beginning of period	100,668	138,303
Cash, cash equivalents and restricted cash, at end of period	57,063	157,555
Supplemental disclosures of cash flow information
Cash paid for interest	4,033	946
Cash paid for taxes	557	1,003
Stock consideration paid for purchase of business	0	6,692
Stock consideration paid pursuant to exercise of Perceptive warrant	12,586	0
Purchases of property and equipment in accounts payable and accrued expenses	501	109
Assets acquired under capital leases obligations	$ 689	$ 0

Organization and Description of

Organization and Description of Business	6 Months Ended
Organization and Description of Business	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business GeneDx Holdings Corp., through its subsidiary GeneDx, LLC, is a leading genomics company—one that sits at the intersection of diagnostics and data science, pairing decades of genomic expertise with an ability to interpret clinical data at scale. The Company is focused on delivering personalized and actionable health insights to inform diagnosis, direct treatment and improve drug discovery. The Company believes it is well-positioned to accelerate the use of genomics and leverage large-scale clinical data to enable precision medicine as the standard of care. With a focus in pediatric and rare diseases, the Company believes it has a competitive advantage in these two areas and can deliver on its vision today. GeneDx LLC serves healthcare professionals who work with their patients and bills third-party payors across the United States. Unless otherwise stated herein or unless the context otherwise requires, references in these notes to : • “GeneDx Holdings” refers to GeneDx Holdings Corp., a Delaware corporation (f/k/a Sema4 Holdings Corp. (“Sema4 Holdings”)); • “Legacy GeneDx” refers to GeneDx, LLC, a Delaware limited liability company (formerly, GeneDx, Inc., a New Jersey corporation), which we acquired on April 29, 2022 (the “Acquisition”); • “Legacy Sema4” refers to Mount Sinai Genomics, Inc. d/b/a as Sema4, a Delaware corporation, which consummated the business combination with CM Life Sciences, Inc. (“CMLS”) on July 22, 2021 (the “Business Combination”); and • “we,” “us” and “our,” the “Company” and “GeneDx” refer, as the context requires, to: ◦ Legacy Sema4 prior to the Business Combination, and GeneDx Holdings and its consolidated subsidiaries following the consummation of the Business Combination; and ◦ Legacy GeneDx prior to the Acquisition, and GeneDx Holdings and its consolidated subsidiaries following the consummation of the Acquisition.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting disclosure rules and regulations of the SEC regarding interim financial reporting. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP. These condensed financial statements consolidate the operations and accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless otherwise noted, all tabular dollars are in thousands, except per share amounts. Certain reclassifications have been made to the prior year condensed consolidated financial statements in order to conform to the current year’s presentation. In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair statement of the financial position and the results of operations of the Company for the interim periods presented. Interim results are not necessarily indicative of the results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. In addition, the Company was previously a “smaller reporting company”, as defined in Item 10(f)(1) of the U.S. Securities and Exchange Commission’s Regulation S-K and currently takes advantage of certain of the scaled disclosures available to smaller reporting companies. As such, the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting, including the reporting of two fiscal years of financial statements, not being required to provide an auditor attestation of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the valuation of stock-based awards, the valuation of warrant liabilities, income taxes and intangible assets. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates, judgments and assumptions. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, “ Summary of Significant Accounting Policies ” to the consolidated financial statements included in the 2023 Form 10-K. There have been no material changes to the Company’s critical accounting policies and estimates in the current period. Concentration of Credit Risk and Other Risks and Uncertainties The Company assesses both the self-pay patient and, if applicable, the third-party payor that reimburses the Company on the patient’s behalf when evaluating concentration of credit risk. Significant patients and payors are those that represent more than 10% of the Company’s total revenues for the period or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of June 30, 2024 and December 31, 2023 were primarily from large managed care insurance companies, institutional billed accounts, and data arrangements. The Company does not require collateral as a means to mitigate customer credit risk. For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows: Revenue Accounts Receivable Three months ended June 30, Six months ended June 30, June 30, December 31, 2024 2023 2024 2023 2024 2023 Payor A (1) 21% 14% 20% 14% * * Payor B 29% 28% 29% 26% * 10% * Less than 10% (1) This payor group includes multiple individual plans and the Company calculates and presents the aggregated value from all plans, which is consistent with the Company’s portfolio approach used in accounting for diagnostic test revenue. The Company is subject to a concentration of risk from a limited number of suppliers for certain reagents and laboratory supplies. One supplier accounted for approximately 16% and 14% of purchases for the three months ended June 30, 2024 and 2023, respectively, and 12% and 14% for the six months ended June 30, 2024 and 2023, respectively. A second supplier accounted for approximately 13% and 13% of purchases for the three months ended June 30, 2024 and 2023, respectively, and 10% and 11% for the six months ended June 30, 2024 and 2023, respectively. This risk is managed by maintaining a target quantity of surplus stock. Alternative suppliers are available for some or all of these reagents and supplies. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-09, Income Taxes – Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard requires additional disclosures around disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The standard requires enhanced segment reporting disclosures, including significant segment expenses and other segment items. Additionally, the standard requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied retrospectively to all periods presented in financial statements unless it is impractical to do so. The Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements and related disclosures.

Revenue Recognition

Revenue Recognition	6 Months Ended
Revenue Recognition	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Revenue Recognition Disaggregated Revenue The following table summarizes the Company’s disaggregated revenue by payor category: Three months ended June 30, 2024 2023 GeneDx Legacy Sema4 Consolidated GeneDx Legacy Sema4 Consolidated Diagnostic test revenue: Patients with third-party insurance $ 50,462 $ 1,590 $ 52,052 $ 27,093 $ 3,480 $ 30,573 Institutional customers 16,695 — 16,695 15,748 — 15,748 Self-pay patients 692 — 692 314 — 314 Total diagnostic test revenue 67,849 1,590 69,439 43,155 3,480 46,635 Other revenue 1,075 — 1,075 2,071 — 2,071 Total $ 68,924 $ 1,590 $ 70,514 $ 45,226 $ 3,480 $ 48,706 Six months ended June 30, 2024 2023 GeneDx Legacy Sema4 Consolidated GeneDx Legacy Sema4 Consolidated Diagnostic test revenue: Patients with third-party insurance $ 93,340 $ 2,551 $ 95,891 $ 49,976 $ 5,926 $ 55,902 Institutional customers 33,369 — 33,369 31,808 — 31,808 Self-pay patients 1,283 — 1,283 775 — 775 Total diagnostic test revenue 127,992 2,551 130,543 82,559 5,926 88,485 Other revenue 2,393 — 2,393 3,360 — 3,360 Total $ 130,385 $ 2,551 $ 132,936 $ 85,919 $ 5,926 $ 91,845 Reassessment of Variable Consideration Subsequent changes to the estimate of the transaction price, determined on a portfolio basis when applicable, are generally recorded as adjustments to revenue in the period of the change. The Company updates estimated variable consideration quarterly. For the three months ended June 30, 2024 and 2023, the total change in estimate resulted in a net increase to revenue of $7.2 million and $3.5 million, respectively, resulting from changes in the estimated transaction price due to contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligation was met and potential and actual settlements with third party payors. The change in estimate also included an increase in revenue related to a partial release of a previously established payor reserve, as further disclosed in the “Certain Payor Matters” section below. The quarterly change in estimate did not result in material adjustments to the Company’s previously reported revenue or accounts receivable amounts. Certain Payor Matters As noted above, third-party payors, including government programs, may decide to deny payment or seek to recoup payments for tests performed by the Company that they contend were improperly billed, not medically necessary or against their coverage determinations, or for which they believe they have otherwise overpaid, including as a result of their own error. As a result, the Company may be required to refund payments already received, and the Company’s revenues may be subject to retroactive adjustment as a result of these factors among others, including without limitation, differing interpretations of billing and coding guidance, and changes by government agencies and payors in interpretations, requirements, policies and/or “conditions of participation” in various programs. The Company processes requests for recoupment from third-party payors in the ordinary course of its business, and it is likely that the Company will continue to do so in the future. If a third-party payor denies payment for testing or recoups money from the Company in a later period, reimbursement and the associated recognition of revenue for the Company’s testing services could decline. From time to time, the Company may have an obligation to reimburse Medicare, Medicaid, and third-party payors for overpayments regardless of fault. Settlements with third-party payors for retroactive adjustments due to audits, reviews, or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing services. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor, the Company’s historical settlement activity (if any), and the Company’s assessment of the probability a significant reversal of cumulative revenue recognized will occur when the uncertainty is subsequently resolved. Estimated settlements are adjusted in future periods as such adjustments become known (that is, if new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. On December 30, 2022, the Company entered into a settlement agreement with one of its third-party payors (the “Payor”) in order to settle the claims related to coverage and billing matters allegedly resulting in the overpayments by the Payor to Legacy Sema4 (the “Disputed Claims”). Under the settlement agreement, $42.0 million is to be paid by the Company to the Payor in a series of payments each year through June 30, 2026. As of June 30, 2024, $22.0 million in scheduled payments under the agreement remain with $10.0 million due December 2024, $10.0 million in December 2025 and $2.0 million in 2026. In consideration for these payments, the Payor provided releases of the Disputed Claims, effective March 31, 2023. As a result of this matter, and in connection with a review of certain billing policies and procedures undertaken by management, the Company considered the need to establish reserves for potential recoupments of payments previously made by third-party payors. As of June 30, 2024 and December 31, 2023, $25.1 million and $27.0 million of liabilities were recorded in accounts payable and accrued expenses and other liabilities, respectively. The Company uses estimates, judgments, and assumptions to assess whether it is probable that a significant reversal in the amount of cumulative revenue may occur in future periods, based upon information presently available. These estimates are subject to change. In addition, as discussed above, the Company has made certain adjustments to its estimated variable consideration as result of this matter and other potential settlements with payors. Remaining Performance Obligations Due to the long-term nature of collaboration service agreements, the Company’s obligations pursuant to such agreements represents partially unsatisfied performance obligations at June 30, 2024. The revenues under these existing long-term service agreements are estimated to be approximately $2.1 million. The Company expects to recognize the majority of this revenue over the next nine months. Costs to Fulfill Contracts Costs associated with fulfilling the Company’s performance obligations pursuant to its collaboration service agreements include costs for services that are subcontracted to Icahn School of Medicine at Mount Sinai (“ISMMS”). Amounts are generally prepaid and then expensed in line with the pattern of revenue recognition. Prepayment of amounts prior to the costs being incurred are recognized on the condensed consolidated balance sheets as current or non-current assets based upon forecasted performance. As of June 30, 2024 and December 31, 2023, deferred costs to fulfill contracts were nominal. At each period, all outstanding deferred costs were recorded as other current assets. The cost recognized was $0.3 million and $0.5 million for the three months ended June 30, 2024 and 2023, respectively, and $0.7 million and $1.1 million for the six months ended June 30, 2024 and 2023, respectively. These costs are recorded in the cost of services in the condensed consolidated statements of operations and comprehensive loss.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis: June 30, 2024 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 15,211 $ 15,211 $ — $ — U.S. treasury bonds 25,754 — 25,754 — Corporate and municipal bonds 24,733 — 24,733 — Total financial assets $ 65,698 $ 15,211 $ 50,487 $ — Financial Liabilities: Public warrant liability $ 453 $ 453 $ — $ — Private warrant liability 207 — 207 — Total financial liabilities $ 660 $ 453 $ 207 $ — December 31, 2023 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 92,702 $ 92,702 $ — $ — U.S. treasury bonds 6,128 — 6,128 — Corporate and municipal bonds 24,098 — 24,098 — Total financial assets $ 122,928 $ 92,702 $ 30,226 $ — Financial Liabilities: Public warrant liability $ 149 $ 149 $ — $ — Private warrant liability 71 — 71 — Perceptive warrant liability 2,515 — — 2,515 Total financial liabilities $ 2,735 $ 149 $ 71 $ 2,515 There were no transfers between Level 1, Level 2 and Level 3 during the three and six months ended June 30, 2024 or 2023. The Company’s marketable securities presented in the condensed consolidated balance sheet as of June 30, 2024 have maturity dates ranging from 2024 through 2027 and are classified as current assets as these investments are intended to be readily available to fund current operations. The differences between the fair value and amortized cost basis of each security are the unrealized gains or losses recorded in accumulated other comprehensive income. As of June 30, 2024, the amortized cost for maturities less than one year and greater than one year were $37.6 million and $12.4 million, respectively. Public and Private Warrants As of the consummation of the merger in July 2021 in connection with the Business Combination, there were 666,516 warrants to purchase shares of Class A common stock outstanding, including 447,223 public warrants and 219,293 private placement warrants. As of June 30, 2024, there were 666,515 warrants to purchase shares of Class A common stock outstanding, including 457,323 public warrants and 209,192 private placement warrants outstanding. Each warrant expires 5 years after the Business Combination or earlier upon redemption or liquidation, and entitles the holder to purchase one share of Class A common stock at an exercise price of $379.50 per share, subject to adjustment, at any time commencing on September 4, 2021. The Company may redeem the outstanding public warrants if the price per share of the Class A common stock equals or exceeds $594.00 as described below: • in whole and not in part; • at a price of $0.33 per public warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $594.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to warrant holders. The Company may redeem the outstanding public warrants if the price per share of the common stock equals or exceeds $330.00 as described below: • in whole and not in part; • at $3.30 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the common stock; • if, and only if, the closing price of the Class A common stock equals or exceeds $330.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $594.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The private placement warrants were issued to CMLS Holdings, LLC, Mr. Munib Islam, Dr. Emily Leproust and Mr. Nat Turner, and are identical to the public warrants underlying the units sold in the initial public offering, except that (1) the private placement warrants and the common stock issuable upon the exercise of the private placement warrants would not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the private placement warrants are exercisable on a cashless basis, (3) the private placement warrants are non-redeemable (except as described above, upon a redemption of warrants when the price per share of Class A common stock equals or exceeds $330.00) so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the private placement warrants and the common stock issuable upon the exercise of the private placement warrants have certain registration rights. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. For the three and six months ended June 30, 2024, a gain of $0.7 million and loss of $0.4 million, respectively, was recorded within the change in fair value of warrants and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss. The change in fair value of the warrants for the three and six months ended June 30, 2023 was a gain of $0.2 million and $0.2 million, respectively. Perceptive Warrant O n October 27, 2023 (the “Closing Date”), the Company entered into a Credit Agreement and Guaranty (the “Credit Agreement”) with Perceptive Credit Holdings IV, LP, as lender and administrative agent (“Perceptive”), which provides for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $75.0 million (the “Perceptive Term Loan Facility”). As consideration for the Credit Agreement, the Company issued to Perceptive a warrant to purchase up to 1,200,000 shares (the “Perceptive Warrant”) of its Class A common stock. 800,000 warrant shares (the “Initial Warrant Shares”) vested and became exercisable on the Closing Date and 400,000 warrant shares (the “Additional Warrant Shares” and, together with the Initial Warrant Shares, the “Warrant Shares”) will potentially vest and become exercisable on the Tranche B Borrowing Date, as defined in Note 8, “ Long-Term Debt ” included within this Quarterly Report. On April 30, 2024 (the “Exercise Date”) Perceptive provided the Company with a notice to exercise the Initial Warrant Shares at an aggregate exercise price of $2.5 million and, as payment of the aggregate exercise price, instructed the Company to withhold a number of Initial Warrant Shares based on their aggregate fair market value as of the Exercise Date. The fair market value price of each Initial Warrant Share was equal to the 1-day volume weighted average price (the “1-day VWAP”) of the Company’s Class A common stock on the Exercise Date, or $16.4321. As a result, the Company issued 645,414 shares of its Class A common stock to Perceptive in satisfaction of the cashless exercise in respect of the Initial Warrant Shares. See Note 8, “ Long-Term Debt ” included within this Quarterly Report for further information. For the three and six months ended June 30, 2024, a loss of $5.1 million and $10.1 million, respectively, was recorded within the change in fair value of warrants and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss based on re-measurement performed through the Exercise Date. Contingent Consideration (Legacy GeneDx) In connection with the Acquisition, up to $150.0 million of contingent payments was to be payable to OPKO Health, Inc. (“OPKO”), based upon achievement of 2022 and 2023 revenue milestones (the “Milestone Payments”) pursuant to the merger agreement (the “Acquisition Merger Agreement”). The first Milestone Payment was paid out in full in April 2023 and the second Milestone Payment was valued at zero as the milestone was not met during fiscal year 2023. During the three and six months ended June 30, 2023, a gain of $3.3 million and loss of $0.1 million, respectively, was recorded within the change in fair market value of warrant and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss. Connecticut Department of Economic and Community Development Funding Commitment The Company’s loan from the Connecticut Department of Economic and Community Development (“DECD”) is classified within Level 2 of the fair value hierarchy. The loan was recorded at its carrying value of $6.3 million as of June 30, 2024 and December 31, 2023, with $1.1 million recorded in other current liabilities on the condensed consolidated balance sheets at June 30, 2024. The fair value of the loan as of June 30, 2024 was $4.9 million, which is estimated based on discounted cash flows using the yields of similar debt instruments of other companies with similar credit profiles.

Property and Equipment, net

Property and Equipment, net	6 Months Ended
Property and Equipment, net	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Property and Equipment, net Property and equipment, net consisted of the following: June 30, 2024 December 31, 2023 Capitalized software $ 32,171 $ 32,171 Laboratory equipment 16,209 15,538 Leasehold improvements 14,614 14,614 Computer equipment 6,106 5,819 Building under finance lease 4,530 4,529 Equipment under finance leases 3,293 2,604 Furniture, fixtures and other equipment 550 550 Construction in-progress 3,375 3,106 Total property and equipment 80,848 78,931 Less: accumulated depreciation and amortization (49,509) (46,452) Property and equipment, net $ 31,339 $ 32,479 For the three months ended June 30, 2024 and 2023, depreciation and amortization expense was $1.7 million and $6.8 million, respectively. For the six months ended June 30, 2024 and 2023, depreciation and amortization expense was $3.5 million and $12.0 million, respectively. For the three months ended June 30, 2023, the Company recorded a $3.4 million charge to accelerate the amortization for certain capitalized software projects associated with Legacy Sema4 that are not expected to be utilized, and also recorded a $3.0 million gain on sale of assets during the period associated with the closure of Legacy Sema4 facilities. For the six months ended June 30, 2023, the Company recorded a $1.6 million non-cash impairment charge on the condensed consolidated statements of operations and comprehensive loss (of which $0.8 million was allocated to the right-of-use asset associated with the sublease), which was driven by indicators of impairment related to a sublease agreement. Depreciation and amortization expense is included within the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Cost of services $ 808 $ 1,233 $ 1,624 $ 1,822 Research and development 211 4,656 407 5,508 Selling and marketing — — — 2 General and administrative 693 937 1,423 4,624 Total depreciation and amortization expenses $ 1,712 $ 6,826 $ 3,454 $ 11,956

Intangible Assets

Intangible Assets	6 Months Ended
Intangible Assets	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Intangible Assets The following table reflects, as of June 30, 2024, the carrying values and remaining useful lives of acquired intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted-Average Amortization Period (in years) Tradenames and trademarks $ 50,000 $ 6,771 $ 43,229 13.8 Developed technology 48,000 13,000 35,000 5.8 Customer relationships 98,000 10,616 87,384 17.8 $ 196,000 $ 30,387 $ 165,613 Amortization expense for tradenames and trademarks and developed technology of $2.3 million and $2.3 million was recorded in general and administrative for the three months ended June 30, 2024 and 2023, respectively, and $4.6 million and $4.6 million for the six months ended June 30, 2024 and 2023, respectively, within the condensed consolidated statements of operations and comprehensive loss. Amortization expense for customer relationships of $1.2 million and $1.2 million was recorded in selling and marketing for the three months ended June 30, 2024 and 2023, respectively, and $2.5 million and $2.5 million for the six months ended June 30, 2024 and 2023, respectively, within the condensed consolidated statements of operations and comprehensive loss.

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Related Party Revenues Total related party diagnostic testing revenues were $0.5 million and $0.8 million for the three months ended June 30, 2024 and 2023, respectively, and $1.1 million and $1.6 million for the six months ended June 30, 2024 and 2023, respectively. Related party revenues primarily include diagnostic testing revenues from a subsidiary of OPKO and the prices charged represent market rates. Related Party Expenses Total related party costs are included within cost of services and other operating expenses, net in the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Cost of services $ 1,977 $ 1,649 $ 3,429 $ 2,464 Other operating expenses, net 874 1,052 1,848 2,799 Total related party costs $ 2,851 $ 2,701 $ 5,277 $ 5,263 On June 1, 2017, the Company signed a contribution and funding agreement and other agreements with ISMMS, whereby ISMMS contributed certain assets and liabilities related to the Company’s operations, provided certain services to the Company, and also committed to funding the Company up to $55.0 million in future capital contributions in exchange for equity in the Company, of which $55.0 million was drawn as of December 31, 2019. Following the transaction, the Company commenced operations and began providing the services and performing research. Expenses recognized pursuant to other service arrangements with ISMMS totaled $1.1 million and $1.4 million for the three months ended June 30, 2024 and 2023, respectively, and $2.5 million and $3.3 million for the six months ended June 30, 2024 and 2023, respectively. These amounts are included in either cost of services or other operating expenses, net on the condensed consolidated statements of operations and comprehensive loss depending on the particular activity to which the costs relate. Payables due to ISMMS for the other service arrangements were $0.5 million and $1.0 million at June 30, 2024 and December 31, 2023, respectively. These amounts are included within due to related parties on the Company’s condensed consolidated balance sheets. Additionally, the Company incurred $5.1 million in purchases of diagnostic testing kits and materials and $1.8 million and $2.8 million was recorded in cost of services for the three and six months ended June 30, 2024, respectively, from an affiliate of a member of the Board of Directors who has served in the role since July 2021. The Company incurred $1.5 million in purchases and $0.7 million and $0.8 million was recorded in cost of services for the three and six months ended June 30, 2023, respectively. The prices paid represent market rates. Payables due were $0.7 million and $0.4 million as of June 30, 2024 and December 31, 2023, respectively.

Long-Term Debt

Long-Term Debt	6 Months Ended
Long-Term Debt	Jun. 30, 2024
Debt Disclosure [Abstract]
Long-Term Debt	Long-Term Debt At June 30, 2024, long-term debt matures as follows: 2024 (remainder of year) $ 497 2025 1,211 2026 1,235 2027 1,260 2028 51,285 Thereafter 762 Total debt 56,250 Less: current portion of long-term debt (1,100) Less: long-term debt issuance costs (2,990) Total long-term debt, net of current portion and debt issuance costs $ 52,160 Perceptive Term Loan Facility O n October 27, 2023 (the “Closing Date”), the Company entered into the Perceptive Term Loan Facility. An initial tranche of $50 million (the “Tranche A Loan”) was funded under the Perceptive Term Loan Facility on the Closing Date. In addition to the Tranche A Loan, the Perceptive Term Loan Facility includes an additional tranche of $25 million (the “Tranche B Loan,” and together with the Tranche A Loan, the “Term Loans”), which will be accessible by the Company so long as the Company satisfies certain customary conditions precedent, including a specified revenue milestone (the funding date of the Tranche B Loan, the “Tranche B Borrowing Date”). The Perceptive Term Loan Facility has a maturity date of October 27, 2028 (the “Maturity Date”) and provides for an interest-only period during the term of the loan with principal due at the maturity date. Interest Rate The Perceptive Term Loan Facility will accrue interest at an annual rate equal to the sum of (a) Term SOFR (as defined in the Credit Agreement) and (b) an applicable margin of 7.5% (the “Applicable Margin”). Accrued interest on the Term Loans is payable monthly in arrears. Upon an Event of Default (as defined in the Credit Agreement), the Applicable Margin will automatically increase by an additional 4% per annum. Amortization and Prepayment Prior to the Maturity Date, there will be no scheduled principal payments under the Perceptive Term Loan Facility. On the Maturity Date, the Company is required to pay Perceptive the aggregate outstanding principal amount of the Term Loans and all accrued and unpaid interest thereon. The Term Loans may be prepaid at any time, subject to a prepayment premium equal to 0% to 10% of the aggregate outstanding principal amount being prepaid, depending on the date of prepayment. Security Instruments and Warrant In connection with the Credit Agreement, the Company also entered into a Security Agreement, dated as of the Closing Date, with Perceptive, pursuant to which all of its obligations under the Credit Agreement are secured by a first lien perfected security interest on substantially all of its existing and after-acquired assets, subject to customary exceptions. On the Closing Date, as consideration for the Credit Agreement, the Company issued the Perceptive Warrant to Perceptive, which allows them to purchase up to 1,200,000 Warrant Shares. The 800,000 Initial Warrant Shares vested and became exercisable on the Closing Date and the 400,000 Additional Warrant Shares will potentially vest and become exercisable on the Tranche B Borrowing Date. The per share exercise price for the Initial Warrant Shares is $3.1752 (the “Initial Warrant Exercise Price”), which is equal to the 10-day volume weighted average price (the “10-day VWAP”) of the Company’s Class A common stock at the end of the business day immediately prior to the Closing Date, and the per share exercise price for the Additional Warrant Shares will be equal to the lower of (a) the Initial Warrant Exercise Price or (b) the 10-day VWAP ending on the end of the business day immediately preceding the Tranche B Borrowing Date. The Perceptive Warrant will be exercisable, in whole or in part, until the 10th anniversary of the applicable vesting date. On April 30, 2024, Perceptive provided the Company with a notice to exercise the Initial Warrant Shares at an aggregate exercise price of $2.5 million and instructed the Company to withhold a number of Initial Warrant Shares as payment for the aggregate exercise price. As a result, the Company issued 645,414 shares of its Class A common stock in satisfaction of the cashless exercise in respect of the Initial Warrant Shares. See Note 4, “ Fair Value Measurements ” included within this Quarterly Report for further information. Connecticut Department of Economic and Community Development Funding Commitment In June 2017, ISMMS assigned a loan funding commitment from the DECD to the Company (the “DECD Loan Agreement”) to support the Genetic Sequencing Laboratory Project in Branford, Connecticut, with funding based on the achievement of certain project development phases. The DECD Loan Agreement provided for a total loan commitment of $15.5 million at a fixed annual interest rate of 2.0% for a term of 10 years. The Company was required to make interest-only payments through July 2023 and principal and interest payments commencing in August 2023. The final payment of principal and interest was due in July 2028. However, under the terms of the DECD Loan Agreement, the DECD granted a partial principal loan forgiveness of up to $12.3 million in the aggregate. Such forgiveness was contingent upon the Company achieving certain job creation and retention milestones and $4.5 million had been forgiven at December 31, 2022. This commitment was collateralized by a security interest in certain machinery and equipment the Company acquired from ISMMS, as defined in a separate security agreement. In January 2023, the Company amended the DECD Loan Agreement, which resulted in the Company agreeing to pay $2.0 million in principal, obtaining $2.8 million in debt forgiveness for achieving its Phase 2 job milestone, and agreeing to two new forgiveness milestone targets for its Phase 3 job milestone (eligible for $2.0 million in forgiveness) and a final phase job milestone (eligible for $1.0 million in forgiveness) (the “2022 Amended DECD Loan Agreement”). Upon execution of this amendment, the Company paid the $2.0 million in principal and received $2.8 million in debt forgiveness, and the Company recognized the debt forgiveness as other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2023. The terms of the 2022 Amended DECD Loan Agreement require the Company to make interest-only payments through July 2024 and principal and interest payments commencing in August 2024 through July 2029 at the same fixed annual interest rate of 2.0%. The other terms of the 2022 Amended DECD Loan Agreement remained the same. The outstanding loan balance from the 2022 Amended DECD Loan Agreement was $6.3 million at June 30, 2024.

Purchase Commitments and Contin

Purchase Commitments and Contingencies	6 Months Ended
Purchase Commitments and Contingencies	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Purchase Commitments and Contingencies	Purchase Commitments and Contingencies Purchase Commitments The following sets forth purchase commitments with software and equipment providers as of June 30, 2024 with a remaining term of at least one year: 2024 (remainder of year) $ 2,002 2025 7,945 2026 7,605 2027 4,556 2028 4,021 Total purchase commitments $ 26,129 The Company enters into contracts with suppliers to purchase materials needed for diagnostic testing. These contracts generally do not require multi-year purchase commitments. There have been no material changes to the lease obligations from those disclosed in Note 10, “ Leases ” to the consolidated financial statements included in the 2023 Form 10-K. Contingencies The Company is or may become subject to various claims and legal actions arising in the ordinary course of business. The Company does not believe that the outcome of any existing matters will have a material effect on the Company’s condensed consolidated financial statements. However, no assurance can be given that the ultimate resolution of such proceedings will not materially impact the Company’s condensed consolidated financial statements. Except as described below, the Company was not a party to any material legal proceedings at June 30, 2024, nor is it a party to any material legal proceedings at the date of issuance of these condensed consolidated financial statements. On September 7, 2022, a shareholder class action lawsuit was filed in the United States District Court for the District of Connecticut against the Company and certain of the Company’s current and former officers. The complaint purports to bring suit on behalf of stockholders who purchased the Company’s publicly traded securities between March 14, 2022 and August 15, 2022. Following the appointment of a lead plaintiff, an amended complaint was filed on January 30, 2023. As amended, the complaint purports to allege that the defendants made false and misleading statements about the Company’s business, operations and prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and seeks unspecified compensatory damages, fees and costs. The defendants moved to dismiss the amended complaint on August 21, 2023. That motion is pending. The Company believes the allegations and claims made in the complaint are without merit. On February 7, 2023, a stockholder commenced a lawsuit in the Delaware Court of Chancery. The suit is brought as a class action on behalf of stockholders of CMLS who did not redeem their shares in connection with the Business Combination between CMLS and Legacy Sema4. The suit names as defendants all directors of CMLS at the time of the transaction, including certain directors who continue to serve on the Company’s Board of Directors, as well as CMLS Holdings LLC. The Company is not named as a defendant. The complaint alleges that the July 2, 2021 proxy statement mailed to CMLS stockholders in connection with the transaction contained false and misleading statements, and purports to assert a claim of breach of fiduciary duty against all individual defendants, and a similar claim against CMLS Holdings LLC and certain individuals for breach of fiduciary duty as control persons. The suit seeks to recover unspecified damages on behalf of the alleged class, among other relief. After defendants moved to dismiss the case, the plaintiff filed an amended complaint on July 6, 2023, revising certain allegations and adding third parties as defendants. The defendants answered the amended complaint on September 15, 2023. The Company is subject to certain claims for advancement and indemnification by the individual defendants in this proceeding. During the second quarter of 2024, the parties reached an agreement in principle through mediation to resolve all claims for approximately $21 million. The agreement in principle is expected to be funded by the Company (based on its indemnification obligations) and available insurance of approximately $10 million. The parties are currently in the process of negotiating the formal stipulation of settlement, which must be approved by the Court in order to be finalized. There can be no assurance that the final stipulation of settlement will be executed, that the stipulation of settlement, if executed, will include the terms and conditions currently anticipated by the Company or that such stipulation of settlement will be approved by the Court. As of June 30, 2024, the Company reserved the aforementioned settlement and associated litigation costs of approximately $2.4 million in accounts payable and accrued expenses, and recorded insurance recoveries in prepaid expenses and other current assets on the condensed consolidated balance sheet. On November 28, 2023, a stockholder filed a derivative suit, allegedly on behalf of the Company, based largely on the same allegations in the securities class action referenced above. The suit was filed in federal court in the District of Delaware, styled Ghazaleh v. Schadt, et al, 23-cv-01357 (D. Del.), and purports to assert claims against certain of the Company’s former and current officers and directors under Section 10(b) of the Exchange Act, and for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment and corporate waste. The Company is named only as a nominal defendant. The complaint seeks damages on the Company’s behalf, and seeks corporate governance and other relief. The parties have agreed to stay this suit in light of the securities class action referenced above, and hence no response to the complaint is currently due. On June 25, 2024, a substantially similar stockholder derivative suit was filed in federal court in the District of Connecticut, styled Scinto v. Schadt, et al, 2:24-cv-01100 (D. Conn.). The suit, also purportedly brought on the Company’s behalf against certain of its former or current officers and directors, asserts claims for breach of fiduciary duty, unjust enrichment, corporate waste, and violations of Sections 10(b) and 14(a) of the Exchange Act. The Company is named only as a nominal defendant. The Complaint seeks damages on the Company’s behalf, as well as corporate governance reforms and other relief. The parties are discussing a stay of the case in light of the securities class action referenced above.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
Stock-Based Compensation	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation expense is included within the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Cost of services $ 86 $ 251 $ 134 $ (1,415) Research and development 347 (675) 160 268 Selling and marketing 368 (143) 348 (80) General and administrative 2,307 675 2,015 1,383 Total stock-based compensation expense 1,2 $ 3,108 $ 108 $ 2,657 $ 156 1 The Company recorded an aggregate reversal of stock-based compensation of $0.1 million and $7.5 million during the three months ended June 30, 2024 and 2023, respectively, and $3.3 million and $15.6 million during the six months ended June 30, 2024 and 2023, respectively, due to forfeiture activities upon employee terminations. 2 Includes $78 thousand of expense related to the 2021 Employee Stock Purchase Plan during the three and six months ended June 30, 2024. The Company maintains the 2021 Equity Incentive Plan (as amended, the “2021 Plan”), which allows for grants of stock-based awards. No awards granted under the 2021 Plan are exercisable after 10 years from the date of grant, and the awards granted under the 2021 Plan generally vest over a four-year period on a graded vesting basis; however, the Company also granted certain RSUs with vesting terms beginning 12 months from the grant date and vesting immediately on the grant date. On January 1 of each year through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 Plan may be increased automatically by the number of shares equal to 5% of the total number of shares of all classes of common stock issued and outstanding immediately preceding December 31. In January 2024, the number of Class A common stock reserved for future issuance under the 2021 Plan automatically increased by 1,298,943 shares. The Company also maintains the 2023 Equity Inducement Plan (the “Equity Inducement Plan”), which allows for grants of equity awards of the Company’s Class A common stock to individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company. As of June 30, 2024, there was an aggregate of 1,748,523 shares available for grants of stock options or other awards under the 2021 Plan and Equity Inducement Plan. Stock Options The following table summarizes the stock option activity during the six months ended June 30, 2024: Stock Options Weighted Average Exercise Price Outstanding at December 31, 2023 497,976 $ 42.80 Exercised (31,946) $ 5.06 Forfeited/Expired (88,219) $ 63.45 Outstanding at June 30, 2024 377,811 $ 41.21 Options exercisable at June 30, 2024 307,061 $ 34.56 At June 30, 2024, unrecognized stock-based compensation cost related to the unvested portion of the Company’s stock options was $1.1 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.2 years. Restricted Stock Units (RSUs) The following table summarizes the time-based RSU activity during the six months ended June 30, 2024: Restricted Stock Units Weighted Average Grant Date Fair Value Per Unit Outstanding at December 31, 2023 1,507,877 $ 15.48 Granted 1,178,465 $ 11.17 Vested (270,160) $ 19.20 Forfeited (236,255) $ 18.63 Outstanding at June 30, 2024 2,179,927 $ 12.17 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. On January 1 of each year through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 ESPP may be increased automatically by the number of shares equal to 1% of the total number of shares of all classes of common stock issued and outstanding immediately preceding December 31. The 2021 ESPP became open for enrollment in April 2024. Under the 2021 ESPP, eligible employees may purchase shares of the Company’s Class A common stock at a discount through payroll deductions during each discrete six-month offering period. The purchase price under each discrete offering period is equal to 85% of the lesser of the fair market value of the Class A common stock on the first and last day of the offering period. The first offering period will be completed on October 31, 2024. As such, the Company has not issued any shares under the 2021 ESPP during the three and six months ended June 30, 2024. A total of 596,604 shares of Class A common stock were reserved for future issuance under the 2021 ESPP as of June 30, 2024.

Income Taxes

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Income tax benefit for the six months ended June 30, 2024 and 2023 was $0.3 million and $0.3 million, respectively. Income taxes for these periods are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events should they occur. The Company’s estimated annual effective tax rate was 0.48% and 0.33% for the six months ended June 30, 2024 and 2023, respectively.

Net Loss per Share

Net Loss per Share	6 Months Ended
Net Loss per Share	Jun. 30, 2024
Earnings Per Share [Abstract]
Net Loss per Share	Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Numerator: Net loss attributable to common stockholders $ (29,173) $ (46,719) $ (49,412) $ (107,708) Denominator: Basic and diluted weighted-average common shares outstanding 26,617,955 25,418,358 26,340,063 22,754,948 Basic and diluted loss per share $ (1.10) $ (1.84) $ (1.88) $ (4.73) The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented as the effect would be anti-dilutive: June 30, 2024 2023 Outstanding options and RSUs to purchase Class A common stock 2,557,738 2,597,876 Outstanding warrants 666,515 666,515 Outstanding earn-out shares — 555,216 Outstanding earn-out RSUs — 21,196 Outstanding 2021 ESPP shares 29,267 — Total 3,253,520 3,840,803

Restructuring Costs

Restructuring Costs	6 Months Ended
Restructuring Costs	Jun. 30, 2024
Restructuring and Related Activities [Abstract]
Restructuring Costs	Restructuring Costs Total restructuring costs were $0.2 million and $1.6 million for the three months ended June 30, 2024 and 2023, respectively, and $1.1 million and $2.3 million for the six months ended June 30, 2024 and 2023, respectively. The table below provides certain information concerning restructuring activity during the six months ended June 30, 2024: Reserve Balance at December 31, 2023 Charged to Costs and Expenses Payments and Other Reserve Balance at June 30, 2024 Severance $ 1,853 $ 1,091 $ (2,217) $ 727 On October 30, 2023, the Company announced a continued strategic realignment of its organization to key priorities which includes the elimination of approximately 50 positions impacted on August 23, 2023, and approximately 35 positions impacted on October 30, 2023. Together these actions reduced the size of the Company’s workforce by 10% from the total number that existed at the time of the August reduction in force. In total, the Company announced cost saving initiatives, including but not limited to these reductions in force, that are expected to result in an excess of $40 million in annual cost reduction. The Company expects that all remaining cash severance payments will be complete in less than one year.

Supplemental Financial Informat

Supplemental Financial Information	6 Months Ended
Supplemental Financial Information	Jun. 30, 2024
Other Liabilities Disclosure [Abstract]
Supplemental Financial Information	Supplemental Financial Information The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets to the total of the same amounts shown on the condensed consolidated statements of cash flows: June 30, 2024 December 31, 2023 Cash and cash equivalents $ 56,076 $ 99,681 Restricted cash (included in other assets) 987 987 Total $ 57,063 $ 100,668 Restricted cash as of June 30, 2024 and December 31, 2023 primarily consists of money market deposit accounts that secure an irrevocable standby letter of credit that serves as collateral for security deposit operating leases. Prepaid expenses and other current assets consisted of the following: June 30, 2024 December 31, 2023 Prepaid expenses $ 7,441 $ 8,640 Other current assets 11,351 1,958 Total $ 18,792 $ 10,598 Accounts payable and accrued expenses consisted of the following: June 30, 2024 December 31, 2023 Accounts payable $ 8,134 $ 10,238 Accrued purchases 7,293 12,154 Legal reserves 23,450 25 Reserves for refunds to insurance carriers and others 13,082 15,039 Total $ 51,959 $ 37,456 Other current liabilities consisted of the following: June 30, 2024 December 31, 2023 Accrued compensation $ 8,156 $ 12,465 Accrued severance 727 1,853 Other 2,214 2,018 Total $ 11,097 $ 16,336 Other liabilities consisted of the following: June 30, 2024 December 31, 2023 Warrant liability $ 660 $ 2,735 Third party payor reserve 12,000 12,000 Total $ 12,660 $ 14,735 Capital Raise On January 31, 2023, the Company raised approximately $150.0 million in gross proceeds and announced the closing of an underwritten public offering of 9,962,316 shares of its Class A common stock and a concurrent registered direct offering of 2,353,436 shares of its Class A common stock. The net offering proceeds received after deducting underwriters' discounts and commissions payable by the Company were approximately $135.4 million. On April 17, 2023, following the Company’s receipt of stockholder approval for the issuance, the Company issued the remaining 676,868 shares of the Company’s Class A common stock in its previously announced registered direct offering for gross proceeds of approximately $7.6 million.

Segment Reporting

Segment Reporting	6 Months Ended
Segment Reporting	Jun. 30, 2024
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting The Company’s structure is aligned with how the chief operating decision maker (“CODM”) reviews the business, makes investing and resource allocation decisions and assesses operating performance. The Company’s two reportable segments are: (i) GeneDx inclusive of Legacy GeneDx and Legacy Sema4 data revenues and associated costs and (ii) Legacy Sema4 diagnostics. The GeneDx segment primarily provides pediatric and rare disease diagnostics with a focus on whole exome and genome sequencing and, to a lesser extent, data and information services. The Legacy Sema4 diagnostics segment provided reproductive and women’s health and somatic oncology diagnostic testing and screening products and has been completely shut down. The CODM evaluates segment performance based on revenue and adjusted gross profit. Three months ended June 30, 2024 2023 GeneDx Legacy Sema4 Total GeneDx Legacy Sema4 Total Revenue $ 68,924 $ 1,590 $ 70,514 $ 45,226 $ 3,480 $ 48,706 Adjusted cost of services 26,523 145 26,668 28,452 — 28,452 Adjusted gross profit (1) 42,401 1,445 43,846 16,774 3,480 20,254 Reconciliations: Depreciation and amortization 808 — 808 1,233 — 1,233 Stock-based compensation 86 — 86 251 — 251 Restructuring charges — — — 13 — 13 Gross profit $ 41,507 $ 1,445 $ 42,952 $ 15,277 $ 3,480 $ 18,757 Six months ended June 30, 2024 2023 GeneDx Legacy Sema4 Total GeneDx Legacy Sema4 Total Revenue $ 130,385 $ 2,551 $ 132,936 $ 85,919 $ 5,926 $ 91,845 Adjusted cost of services 50,622 145 50,767 55,278 2,080 57,358 Adjusted gross profit (1) 79,763 2,406 82,169 30,641 3,846 34,487 Reconciliations: Depreciation and amortization 1,624 — 1,624 1,709 113 1,822 Stock-based compensation 134 — 134 556 (1,971) (1,415) Restructuring charges 48 — 48 56 31 87 Gross profit $ 77,957 $ 2,406 $ 80,363 $ 28,320 $ 5,673 $ 33,993 (1) Adjusted cost of services and adjusted gross profit exclude depreciation and amortization expense, stock-based compensation expense and restructuring costs. Management manages assets on a total company basis, not by reporting segment. The CODM does not regularly review any asset information by reporting segment and, accordingly, the Company does not report asset information by reporting segment.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (29,173)	$ (46,719)	$ (49,412)	$ (107,708)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting disclosure rules and regulations of the SEC regarding interim financial reporting. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP. These condensed financial statements consolidate the operations and accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless otherwise noted, all tabular dollars are in thousands, except per share amounts. Certain reclassifications have been made to the prior year condensed consolidated financial statements in order to conform to the current year’s presentation. In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair statement of the financial position and the results of operations of the Company for the interim periods presented. Interim results are not necessarily indicative of the results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”).
Emerging Growth Company	Emerging Growth Company
Use of Estimates	Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the valuation of stock-based awards, the valuation of warrant liabilities, income taxes and intangible assets. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates, judgments and assumptions.
Concentration of Credit Risk and Other Risks and Uncertainties	Concentration of Credit Risk and Other Risks and Uncertainties The Company assesses both the self-pay patient and, if applicable, the third-party payor that reimburses the Company on the patient’s behalf when evaluating concentration of credit risk. Significant patients and payors are those that represent more than 10% of the Company’s total revenues for the period or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of June 30, 2024 and December 31, 2023 were primarily from large managed care insurance companies, institutional billed accounts, and data arrangements. The Company does not require collateral as a means to mitigate customer credit risk.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-09, Income Taxes – Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard requires additional disclosures around disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The standard requires enhanced segment reporting disclosures, including significant segment expenses and other segment items. Additionally, the standard requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied retrospectively to all periods presented in financial statements unless it is impractical to do so. The Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements and related disclosures.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
Summary of Significant Accounting Policies (Tables)	Jun. 30, 2024
Accounting Policies [Abstract]
Schedule of Revenue and Accounts Receivable Concentration Percentages	For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows: Revenue Accounts Receivable Three months ended June 30, Six months ended June 30, June 30, December 31, 2024 2023 2024 2023 2024 2023 Payor A (1) 21% 14% 20% 14% * * Payor B 29% 28% 29% 26% * 10% * Less than 10% (1) This payor group includes multiple individual plans and the Company calculates and presents the aggregated value from all plans, which is consistent with the Company’s portfolio approach used in accounting for diagnostic test revenue.

Revenue Recognition (Tables)

Revenue Recognition (Tables)	6 Months Ended
Revenue Recognition (Tables)	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Revenue Disaggregated by Type of Customer	The following table summarizes the Company’s disaggregated revenue by payor category: Three months ended June 30, 2024 2023 GeneDx Legacy Sema4 Consolidated GeneDx Legacy Sema4 Consolidated Diagnostic test revenue: Patients with third-party insurance $ 50,462 $ 1,590 $ 52,052 $ 27,093 $ 3,480 $ 30,573 Institutional customers 16,695 — 16,695 15,748 — 15,748 Self-pay patients 692 — 692 314 — 314 Total diagnostic test revenue 67,849 1,590 69,439 43,155 3,480 46,635 Other revenue 1,075 — 1,075 2,071 — 2,071 Total $ 68,924 $ 1,590 $ 70,514 $ 45,226 $ 3,480 $ 48,706 Six months ended June 30, 2024 2023 GeneDx Legacy Sema4 Consolidated GeneDx Legacy Sema4 Consolidated Diagnostic test revenue: Patients with third-party insurance $ 93,340 $ 2,551 $ 95,891 $ 49,976 $ 5,926 $ 55,902 Institutional customers 33,369 — 33,369 31,808 — 31,808 Self-pay patients 1,283 — 1,283 775 — 775 Total diagnostic test revenue 127,992 2,551 130,543 82,559 5,926 88,485 Other revenue 2,393 — 2,393 3,360 — 3,360 Total $ 130,385 $ 2,551 $ 132,936 $ 85,919 $ 5,926 $ 91,845

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities	The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis: June 30, 2024 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 15,211 $ 15,211 $ — $ — U.S. treasury bonds 25,754 — 25,754 — Corporate and municipal bonds 24,733 — 24,733 — Total financial assets $ 65,698 $ 15,211 $ 50,487 $ — Financial Liabilities: Public warrant liability $ 453 $ 453 $ — $ — Private warrant liability 207 — 207 — Total financial liabilities $ 660 $ 453 $ 207 $ — December 31, 2023 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 92,702 $ 92,702 $ — $ — U.S. treasury bonds 6,128 — 6,128 — Corporate and municipal bonds 24,098 — 24,098 — Total financial assets $ 122,928 $ 92,702 $ 30,226 $ — Financial Liabilities: Public warrant liability $ 149 $ 149 $ — $ — Private warrant liability 71 — 71 — Perceptive warrant liability 2,515 — — 2,515 Total financial liabilities $ 2,735 $ 149 $ 71 $ 2,515

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	6 Months Ended
Property and Equipment, net (Tables)	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment and Depreciation and Amortization Expense	Property and equipment, net consisted of the following: June 30, 2024 December 31, 2023 Capitalized software $ 32,171 $ 32,171 Laboratory equipment 16,209 15,538 Leasehold improvements 14,614 14,614 Computer equipment 6,106 5,819 Building under finance lease 4,530 4,529 Equipment under finance leases 3,293 2,604 Furniture, fixtures and other equipment 550 550 Construction in-progress 3,375 3,106 Total property and equipment 80,848 78,931 Less: accumulated depreciation and amortization (49,509) (46,452) Property and equipment, net $ 31,339 $ 32,479 Depreciation and amortization expense is included within the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Cost of services $ 808 $ 1,233 $ 1,624 $ 1,822 Research and development 211 4,656 407 5,508 Selling and marketing — — — 2 General and administrative 693 937 1,423 4,624 Total depreciation and amortization expenses $ 1,712 $ 6,826 $ 3,454 $ 11,956

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
Intangible Assets (Tables)	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Acquired Intangible Assets	The following table reflects, as of June 30, 2024, the carrying values and remaining useful lives of acquired intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted-Average Amortization Period (in years) Tradenames and trademarks $ 50,000 $ 6,771 $ 43,229 13.8 Developed technology 48,000 13,000 35,000 5.8 Customer relationships 98,000 10,616 87,384 17.8 $ 196,000 $ 30,387 $ 165,613

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
Related Party Transactions (Tables)	Jun. 30, 2024
Related Party Transactions [Abstract]
Schedule of Related Party Expenses	Total related party costs are included within cost of services and other operating expenses, net in the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Cost of services $ 1,977 $ 1,649 $ 3,429 $ 2,464 Other operating expenses, net 874 1,052 1,848 2,799 Total related party costs $ 2,851 $ 2,701 $ 5,277 $ 5,263

Long-Term Debt (Tables)

Long-Term Debt (Tables)	6 Months Ended
Long-Term Debt (Tables)	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of Long-Term Debt Maturities	At June 30, 2024, long-term debt matures as follows: 2024 (remainder of year) $ 497 2025 1,211 2026 1,235 2027 1,260 2028 51,285 Thereafter 762 Total debt 56,250 Less: current portion of long-term debt (1,100) Less: long-term debt issuance costs (2,990) Total long-term debt, net of current portion and debt issuance costs $ 52,160

Purchase Commitments and Cont_2

Purchase Commitments and Contingencies (Tables)	6 Months Ended
Purchase Commitments and Contingencies (Tables)	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Schedule of Material Purchase Commitments	The following sets forth purchase commitments with software and equipment providers as of June 30, 2024 with a remaining term of at least one year: 2024 (remainder of year) $ 2,002 2025 7,945 2026 7,605 2027 4,556 2028 4,021 Total purchase commitments $ 26,129

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
Stock-Based Compensation (Tables)	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Stock-Based Compensation Expense	Stock-based compensation expense is included within the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Cost of services $ 86 $ 251 $ 134 $ (1,415) Research and development 347 (675) 160 268 Selling and marketing 368 (143) 348 (80) General and administrative 2,307 675 2,015 1,383 Total stock-based compensation expense 1,2 $ 3,108 $ 108 $ 2,657 $ 156 1 The Company recorded an aggregate reversal of stock-based compensation of $0.1 million and $7.5 million during the three months ended June 30, 2024 and 2023, respectively, and $3.3 million and $15.6 million during the six months ended June 30, 2024 and 2023, respectively, due to forfeiture activities upon employee terminations. 2 Includes $78 thousand of expense related to the 2021 Employee Stock Purchase Plan during the three and six months ended June 30, 2024.
Schedule of Stock Option Activity	The following table summarizes the stock option activity during the six months ended June 30, 2024: Stock Options Weighted Average Exercise Price Outstanding at December 31, 2023 497,976 $ 42.80 Exercised (31,946) $ 5.06 Forfeited/Expired (88,219) $ 63.45 Outstanding at June 30, 2024 377,811 $ 41.21 Options exercisable at June 30, 2024 307,061 $ 34.56
Schedule of Restricted Stock Units Activity	The following table summarizes the time-based RSU activity during the six months ended June 30, 2024: Restricted Stock Units Weighted Average Grant Date Fair Value Per Unit Outstanding at December 31, 2023 1,507,877 $ 15.48 Granted 1,178,465 $ 11.17 Vested (270,160) $ 19.20 Forfeited (236,255) $ 18.63 Outstanding at June 30, 2024 2,179,927 $ 12.17

Net Loss per Share (Tables)

Net Loss per Share (Tables)	6 Months Ended
Net Loss per Share (Tables)	Jun. 30, 2024
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Net Loss Per Share	The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Numerator: Net loss attributable to common stockholders $ (29,173) $ (46,719) $ (49,412) $ (107,708) Denominator: Basic and diluted weighted-average common shares outstanding 26,617,955 25,418,358 26,340,063 22,754,948 Basic and diluted loss per share $ (1.10) $ (1.84) $ (1.88) $ (4.73)
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share	The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented as the effect would be anti-dilutive: June 30, 2024 2023 Outstanding options and RSUs to purchase Class A common stock 2,557,738 2,597,876 Outstanding warrants 666,515 666,515 Outstanding earn-out shares — 555,216 Outstanding earn-out RSUs — 21,196 Outstanding 2021 ESPP shares 29,267 — Total 3,253,520 3,840,803

Restructuring Costs (Tables)

Restructuring Costs (Tables)	6 Months Ended
Restructuring Costs (Tables)	Jun. 30, 2024
Restructuring and Related Activities [Abstract]
Schedule of Restructuring Cost	The table below provides certain information concerning restructuring activity during the six months ended June 30, 2024: Reserve Balance at December 31, 2023 Charged to Costs and Expenses Payments and Other Reserve Balance at June 30, 2024 Severance $ 1,853 $ 1,091 $ (2,217) $ 727

Supplemental Financial Inform_2

Supplemental Financial Information (Tables)	6 Months Ended
Supplemental Financial Information (Tables)	Jun. 30, 2024
Other Liabilities Disclosure [Abstract]
Schedule of Reconciliation of Restricted Cash	The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets to the total of the same amounts shown on the condensed consolidated statements of cash flows: June 30, 2024 December 31, 2023 Cash and cash equivalents $ 56,076 $ 99,681 Restricted cash (included in other assets) 987 987 Total $ 57,063 $ 100,668
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consisted of the following: June 30, 2024 December 31, 2023 Prepaid expenses $ 7,441 $ 8,640 Other current assets 11,351 1,958 Total $ 18,792 $ 10,598
Schedule of Reconciliation of Cash and Cash Equivalents	The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets to the total of the same amounts shown on the condensed consolidated statements of cash flows: June 30, 2024 December 31, 2023 Cash and cash equivalents $ 56,076 $ 99,681 Restricted cash (included in other assets) 987 987 Total $ 57,063 $ 100,668
Schedule of Accounts Payable and Accrued Liabilities	Accounts payable and accrued expenses consisted of the following: June 30, 2024 December 31, 2023 Accounts payable $ 8,134 $ 10,238 Accrued purchases 7,293 12,154 Legal reserves 23,450 25 Reserves for refunds to insurance carriers and others 13,082 15,039 Total $ 51,959 $ 37,456
Schedule of Other Current Liabilities	Other current liabilities consisted of the following: June 30, 2024 December 31, 2023 Accrued compensation $ 8,156 $ 12,465 Accrued severance 727 1,853 Other 2,214 2,018 Total $ 11,097 $ 16,336
Schedule of Other Liabilities	Other liabilities consisted of the following: June 30, 2024 December 31, 2023 Warrant liability $ 660 $ 2,735 Third party payor reserve 12,000 12,000 Total $ 12,660 $ 14,735

Segment Reporting (Tables)

Segment Reporting (Tables)	6 Months Ended
Segment Reporting (Tables)	Jun. 30, 2024
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	Three months ended June 30, 2024 2023 GeneDx Legacy Sema4 Total GeneDx Legacy Sema4 Total Revenue $ 68,924 $ 1,590 $ 70,514 $ 45,226 $ 3,480 $ 48,706 Adjusted cost of services 26,523 145 26,668 28,452 — 28,452 Adjusted gross profit (1) 42,401 1,445 43,846 16,774 3,480 20,254 Reconciliations: Depreciation and amortization 808 — 808 1,233 — 1,233 Stock-based compensation 86 — 86 251 — 251 Restructuring charges — — — 13 — 13 Gross profit $ 41,507 $ 1,445 $ 42,952 $ 15,277 $ 3,480 $ 18,757 Six months ended June 30, 2024 2023 GeneDx Legacy Sema4 Total GeneDx Legacy Sema4 Total Revenue $ 130,385 $ 2,551 $ 132,936 $ 85,919 $ 5,926 $ 91,845 Adjusted cost of services 50,622 145 50,767 55,278 2,080 57,358 Adjusted gross profit (1) 79,763 2,406 82,169 30,641 3,846 34,487 Reconciliations: Depreciation and amortization 1,624 — 1,624 1,709 113 1,822 Stock-based compensation 134 — 134 556 (1,971) (1,415) Restructuring charges 48 — 48 56 31 87 Gross profit $ 77,957 $ 2,406 $ 80,363 $ 28,320 $ 5,673 $ 33,993 (1) Adjusted cost of services and adjusted gross profit exclude depreciation and amortization expense, stock-based compensation expense and restructuring costs.

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details) - Purchases - Supplier Concentration Risk	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Supplier A
Property, Plant and Equipment [Line Items]
Concentration risk, percentage	16%	14%	12%	14%
Supplier B
Property, Plant and Equipment [Line Items]
Concentration risk, percentage	13%	13%	10%	11%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Customer Concentration Risk	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Revenue \| Payor A
Concentration Risk [Line Items]
Concentration risk, percentage	21%	14%	20%	14%
Revenue \| Payor B
Concentration Risk [Line Items]
Concentration risk, percentage	29%	28%	29%	26%
Accounts Receivable \| Payor B
Concentration Risk [Line Items]
Concentration risk, percentage					10%

Revenue Recognition - Schedule

Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total	$ 70,514	$ 48,706	$ 132,936	$ 91,845
GeneDx
Disaggregation of Revenue [Line Items]
Total	68,924	45,226	130,385	85,919
Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	1,590	3,480	2,551	5,926
Diagnostic test revenue
Disaggregation of Revenue [Line Items]
Total	69,439	46,635	130,543	88,485
Diagnostic test revenue \| GeneDx
Disaggregation of Revenue [Line Items]
Total	67,849	43,155	127,992	82,559
Diagnostic test revenue \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	1,590	3,480	2,551	5,926
Patients with third-party insurance
Disaggregation of Revenue [Line Items]
Total	52,052	30,573	95,891	55,902
Patients with third-party insurance \| GeneDx
Disaggregation of Revenue [Line Items]
Total	50,462	27,093	93,340	49,976
Patients with third-party insurance \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	1,590	3,480	2,551	5,926
Institutional customers
Disaggregation of Revenue [Line Items]
Total	16,695	15,748	33,369	31,808
Institutional customers \| GeneDx
Disaggregation of Revenue [Line Items]
Total	16,695	15,748	33,369	31,808
Institutional customers \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	0	0	0	0
Self-pay patients
Disaggregation of Revenue [Line Items]
Total	692	314	1,283	775
Self-pay patients \| GeneDx
Disaggregation of Revenue [Line Items]
Total	692	314	1,283	775
Self-pay patients \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	0	0	0	0
Other revenue
Disaggregation of Revenue [Line Items]
Total	1,075	2,071	2,393	3,360
Other revenue \| GeneDx
Disaggregation of Revenue [Line Items]
Total	1,075	2,071	2,393	3,360
Other revenue \| Legacy Sema4
Disaggregation of Revenue [Line Items]
Total	$ 0	$ 0	$ 0	$ 0

Revenue Recognition - Narrative

Revenue Recognition - Narrative (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
	Dec. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Loss Contingencies [Line Items]
Net increase to revenue		$ 7.2	$ 3.5
Deferred costs to fulfill contracts		0		$ 0		$ 0
Amortization of deferred costs		0.3	$ 0.5	0.7	$ 1.1
Certain Payor Matters
Loss Contingencies [Line Items]
Total settlement amount	$ 42
Loss contingency accrual, product liability, gross		22		22
Loss contingency accrual, product liability, undiscounted, to be paid, remainder of fiscal year		10		10
Loss contingency accrual, product liability, undiscounted, to be paid, year one		10		10
Loss contingency accrual, product liability, undiscounted, to be paid, year two		2		2
Liability reserve, potential recoupments, current		$ 25.1		$ 25.1
Liability reserve, potential recoupments, noncurrent						$ 27

Revenue Recognition - Remaining

Revenue Recognition - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 $ in Millions	Jun. 30, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue under existing collaboration service agreements	$ 2.1
Revenue under existing collaboration service agreements, period for recognition	9 months

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Financial Assets:
Total financial assets	$ 65,698	$ 122,928
Financial Liabilities:
Total financial liabilities	660	2,735
Money market funds
Financial Assets:
Cash, cash equivalents, fair value	15,211	92,702
U.S. treasury bonds
Financial Assets:
Cash, cash equivalents, fair value	25,754	6,128
Corporate and municipal bonds
Financial Assets:
Cash, cash equivalents, fair value	24,733	24,098
Level 1
Financial Assets:
Total financial assets	15,211	92,702
Financial Liabilities:
Total financial liabilities	453	149
Level 1 \| Money market funds
Financial Assets:
Cash, cash equivalents, fair value	15,211	92,702
Level 1 \| U.S. treasury bonds
Financial Assets:
Cash, cash equivalents, fair value	0	0
Level 1 \| Corporate and municipal bonds
Financial Assets:
Cash, cash equivalents, fair value	0	0
Level 2
Financial Assets:
Total financial assets	50,487	30,226
Financial Liabilities:
Total financial liabilities	207	71
Level 2 \| Money market funds
Financial Assets:
Cash, cash equivalents, fair value	0	0
Level 2 \| U.S. treasury bonds
Financial Assets:
Cash, cash equivalents, fair value	25,754	6,128
Level 2 \| Corporate and municipal bonds
Financial Assets:
Cash, cash equivalents, fair value	24,733	24,098
Level 3
Financial Assets:
Total financial assets	0	0
Financial Liabilities:
Total financial liabilities	0	2,515
Level 3 \| Money market funds
Financial Assets:
Cash, cash equivalents, fair value	0	0
Level 3 \| U.S. treasury bonds
Financial Assets:
Cash, cash equivalents, fair value	0	0
Level 3 \| Corporate and municipal bonds
Financial Assets:
Cash, cash equivalents, fair value	0	0
Public warrant liability
Financial Liabilities:
Warrant liabilities	453	149
Public warrant liability \| Level 1
Financial Liabilities:
Warrant liabilities	453	149
Public warrant liability \| Level 2
Financial Liabilities:
Warrant liabilities	0	0
Public warrant liability \| Level 3
Financial Liabilities:
Warrant liabilities	0	0
Private warrant liability
Financial Liabilities:
Warrant liabilities	207	71
Private warrant liability \| Level 1
Financial Liabilities:
Warrant liabilities	0	0
Private warrant liability \| Level 2
Financial Liabilities:
Warrant liabilities	207	71
Private warrant liability \| Level 3
Financial Liabilities:
Warrant liabilities	$ 0	0
Perceptive warrant liability
Financial Liabilities:
Warrant liabilities		2,515
Perceptive warrant liability \| Level 1
Financial Liabilities:
Warrant liabilities		0
Perceptive warrant liability \| Level 2
Financial Liabilities:
Warrant liabilities		0
Perceptive warrant liability \| Level 3
Financial Liabilities:
Warrant liabilities		$ 2,515

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details)			3 Months Ended		6 Months Ended
Fair Value Measurements - Narrative (Details)	Apr. 30, 2024 USD ($) $ / shares shares	Oct. 27, 2023 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) day $ / shares shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares	Apr. 29, 2022 USD ($)	Sep. 04, 2021 $ / shares	Jul. 22, 2021 shares
Cash and Cash Equivalents [Line Items]
Purchase of warrants (in shares) \| shares			666,515		666,515					666,516
Expected term (in years)			5 years		5 years
Target share price of warrants or rights for redemption (in dollars per share) \| $ / shares			$ 594		$ 594
Redemption price per warrant (in dollars per share) \| $ / shares					$ 0.33
Number of days for written notice of redemption \| day					30
Minimum number of trading days \| day					30
Common stock, issued (in shares) \| shares			26,926,383		26,926,383		25,978,863
Total debt			$ 56,250,000		$ 56,250,000
Other current liabilities			1,100,000		1,100,000
GeneDx
Cash and Cash Equivalents [Line Items]
Change in fair value of warrants and contingent liabilities				$ 3,300,000		$ (100,000)
Business combination, contingent consideration arrangements								$ 150,000,000
Credit Agreement \| Perceptive Term Loan Facility
Cash and Cash Equivalents [Line Items]
Expected term (in years)		10 years
Revolving credit facility		$ 75,000,000
Volume weighted average price period		10 days
DECD Loan Agreement \| Level 2
Cash and Cash Equivalents [Line Items]
Total debt			6,300,000		6,300,000		$ 6,300,000
Other current liabilities			1,100,000		1,100,000
Long-term debt, fair value			$ 4,900,000		$ 4,900,000
Class A Common Stock Equals or Exceeds, $18.00
Cash and Cash Equivalents [Line Items]
Minimum number of trading days \| day					20
Consecutive trading day threshold \| day					30
Class A common stock
Cash and Cash Equivalents [Line Items]
Purchase of aggregate private placement warrants (shares) \| shares			1		1
Warrant exercise price (in dollars per share) \| $ / shares									$ 379.50
Target share price of warrants or rights for redemption (in dollars per share) \| $ / shares			$ 330		$ 330
Minimum number of trading days \| day					20
Consecutive trading day threshold \| day					30
Common stock threshold, number of trading days before notice of redemption \| day					3
Redemption on warrant holders (in dollars per share) \| $ / shares					$ 594
Class A common stock \| Class A Common Stock Equals or Exceeds, $18.00
Cash and Cash Equivalents [Line Items]
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in dollars per share) \| $ / shares					594
Class A common stock \| Class A Common Stock Equals or Exceeds, $10.00
Cash and Cash Equivalents [Line Items]
Target share price of warrants or rights for redemption (in dollars per share) \| $ / shares			$ 330		330
Redemption price per warrant (in dollars per share) \| $ / shares					$ 3.30
Number of days for written notice of redemption \| day					30
Private Placement Warrants \| GeneDx
Cash and Cash Equivalents [Line Items]
Change in fair value of warrants and contingent liabilities			$ 700,000	$ 200,000	$ (400,000)	$ 200,000
Maximum
Cash and Cash Equivalents [Line Items]
Maturity, at amortized cost			37,600,000		37,600,000
Minimum
Cash and Cash Equivalents [Line Items]
Maturity, at amortized cost			$ 12,400,000		$ 12,400,000
Public Warrants
Cash and Cash Equivalents [Line Items]
Purchase of warrants (in shares) \| shares			457,323		457,323					447,223
Private Placement Warrants
Cash and Cash Equivalents [Line Items]
Purchase of warrants (in shares) \| shares			209,192		209,192					219,293
Perceptive Warrant
Cash and Cash Equivalents [Line Items]
Change in fair value of warrants and contingent liabilities			$ (5,100,000)		$ (10,100,000)
Perceptive Warrant \| Credit Agreement \| Perceptive Term Loan Facility
Cash and Cash Equivalents [Line Items]
Number of shares to purchase (in shares) \| shares		1,200,000
Initial Warrant Shares
Cash and Cash Equivalents [Line Items]
Warrant exercise price (in dollars per share) \| $ / shares	$ 16.4321
Proceeds from warrant exercises	$ 2,500,000
Volume weighted average price period	1 day
Common stock, issued (in shares) \| shares	645,414
Initial Warrant Shares \| Credit Agreement \| Perceptive Term Loan Facility
Cash and Cash Equivalents [Line Items]
Warrant exercise price (in dollars per share) \| $ / shares		$ 3.1752
Number of shares to purchase (in shares) \| shares		800,000
Proceeds from warrant exercises	$ 2,500,000
Common stock, issued (in shares) \| shares	645,414
Additional Warrant Shares \| Credit Agreement \| Perceptive Term Loan Facility
Cash and Cash Equivalents [Line Items]
Number of shares to purchase (in shares) \| shares		400,000

Property and Equipment, net - S

Property and Equipment, net - Schedule of Components (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 80,848	$ 78,931
Less: accumulated depreciation and amortization	(49,509)	(46,452)
Property and equipment, net	31,339	32,479
Capitalized software
Property, Plant and Equipment [Line Items]
Total property and equipment	32,171	32,171
Laboratory equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	16,209	15,538
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	14,614	14,614
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	6,106	5,819
Building under finance lease
Property, Plant and Equipment [Line Items]
Total property and equipment	4,530	4,529
Equipment under finance leases
Property, Plant and Equipment [Line Items]
Total property and equipment	3,293	2,604
Furniture, fixtures and other equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	550	550
Construction in-progress
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,375	$ 3,106

Property and Equipment, net - N

Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Stock-based compensation expense	$ 1,712	$ 6,826	$ 3,454	$ 11,956
Gain on auction sale		3,000
Change in fair value of warrants and contingent liabilities				1,600
Capitalized Software
Property, Plant and Equipment [Line Items]
Accelerated amortization charge		$ 3,400
Building
Property, Plant and Equipment [Line Items]
Finance lease, impairment loss				$ 800

Property and Equipment, net -_2

Property and Equipment, net - Schedule of Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	$ 1,712	$ 6,826	$ 3,454	$ 11,956
Cost of services
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	808	1,233	1,624	1,822
Research and development
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	211	4,656	407	5,508
Selling and marketing
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	0	0	0	2
General and administrative
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	$ 693	$ 937	$ 1,423	$ 4,624

Intangible Assets - Schedule of

Intangible Assets - Schedule of Acquired Intangible Assets (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 196,000
Accumulated Amortization	30,387
Net Carrying Value	165,613
Tradenames and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	50,000
Accumulated Amortization	6,771
Net Carrying Value	$ 43,229
Weighted-Average Amortization Period (in years)	13 years 9 months 18 days
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 48,000
Accumulated Amortization	13,000
Net Carrying Value	$ 35,000
Weighted-Average Amortization Period (in years)	5 years 9 months 18 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 98,000
Accumulated Amortization	10,616
Net Carrying Value	$ 87,384
Weighted-Average Amortization Period (in years)	17 years 9 months 18 days

Intangible Assets - Narrative (

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Trademarks, Tradenames and Developed Technology Rights
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 2.3	$ 2.3	$ 4.6	$ 4.6
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 1.2	$ 1.2	$ 2.5	$ 2.5

Related Party Transactions - Na

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2019	Jun. 01, 2017
Related Party Transaction [Line Items]
Revenue	$ 70,514	$ 48,706	$ 132,936	$ 91,845
Commitment to receive future capital contributions							$ 55,000
Payables	51,959		51,959		$ 37,456
Cost of services	27,562	29,949	52,573	57,852
Purchase of Diagnostic Testing Kits and Materials
Related Party Transaction [Line Items]
Purchases from related party	5,100	1,500	5,100	1,500
Related Party
Related Party Transaction [Line Items]
Cumulative funding drawn						$ 55,000
Cost of services	1,977	1,649	3,429	2,464
Related Party \| Service Agreements
Related Party Transaction [Line Items]
Related party costs	1,100	1,400	2,500	3,300
Payables	500		500		1,000
Related Party \| Purchase of Diagnostic Testing Kits and Materials
Related Party Transaction [Line Items]
Payables	700		700		$ 400
Cost of services	1,800	700	2,800	800
Related Party \| Transition Services Agreement \| OPKO
Related Party Transaction [Line Items]
Related party costs		400		1,200
Diagnostic Test
Related Party Transaction [Line Items]
Revenue	69,439	46,635	130,543	88,485
Diagnostic Test \| Related Party
Related Party Transaction [Line Items]
Revenue	$ 500	$ 800	$ 1,100	$ 1,600

Related Party Transactions - Sc

Related Party Transactions - Schedule of Related Party Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Cost of services	$ 27,562	$ 29,949	$ 52,573	$ 57,852
Other operating expenses, net	874	718	1,848	2,465
Related Party
Related Party Transaction [Line Items]
Cost of services	1,977	1,649	3,429	2,464
Other operating expenses, net	874	1,052	1,848	2,799
Total related party costs	$ 2,851	$ 2,701	$ 5,277	$ 5,263

Long-Term Debt - Schedule of Lo

Long-Term Debt - Schedule of Long-Term Debt Maturities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
2024 (remainder of year)	$ 497
2025	1,211
2026	1,235
2027	1,260
2028	51,285
Thereafter	762
Total debt	56,250
Less: current portion of long-term debt	(1,100)
Less: long-term debt issuance costs	(2,990)
Total long-term debt, net of current portion and debt issuance costs	$ 52,160	$ 52,688

Long-Term Debt - Loan and Secur

Long-Term Debt - Loan and Security Agreement (Details) - USD ($)	Apr. 30, 2024	Oct. 27, 2023	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Expected term (in years)			5 years
Common stock, issued (in shares)			26,926,383	25,978,863
Initial Warrant Shares
Debt Instrument [Line Items]
Warrant exercise price (in dollars per share)	$ 16.4321
Volume weighted average price period	1 day
Proceeds from warrant exercises	$ 2,500,000
Common stock, issued (in shares)	645,414
Credit Agreement \| Perceptive Term Loan Facility
Debt Instrument [Line Items]
Revolving credit facility		$ 75,000,000
Debt instrument, basis spread on variable rate		7.50%
Debt instrument, interest rate, increase (decrease)		4%
Volume weighted average price period		10 days
Expected term (in years)		10 years
Credit Agreement \| Perceptive Term Loan Facility \| Perceptive Warrant
Debt Instrument [Line Items]
Number of shares to purchase (in shares)		1,200,000
Credit Agreement \| Perceptive Term Loan Facility \| Initial Warrant Shares
Debt Instrument [Line Items]
Number of shares to purchase (in shares)		800,000
Warrant exercise price (in dollars per share)		$ 3.1752
Proceeds from warrant exercises	$ 2,500,000
Common stock, issued (in shares)	645,414
Credit Agreement \| Perceptive Term Loan Facility \| Additional Warrant Shares
Debt Instrument [Line Items]
Number of shares to purchase (in shares)		400,000
Credit Agreement \| Perceptive Term Loan Facility \| Minimum
Debt Instrument [Line Items]
Prepayment premium (as percent)		0%
Credit Agreement \| Perceptive Term Loan Facility \| Maximum
Debt Instrument [Line Items]
Prepayment premium (as percent)		10%
Credit Agreement, Tranche A Loan \| Perceptive Term Loan Facility
Debt Instrument [Line Items]
Revolving credit facility		$ 50,000,000
Credit Agreement, Tranche B Loan \| Perceptive Term Loan Facility
Debt Instrument [Line Items]
Revolving credit facility		$ 25,000,000

Long-Term Debt - Connecticut De

Long-Term Debt - Connecticut Department of Economic and Community Development Funding Commitment (Details) $ in Millions	1 Months Ended		6 Months Ended	12 Months Ended
	Jan. 31, 2023 USD ($) milestone	Jun. 30, 2017 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2022 USD ($)
DECD Loan Agreement
Debt Instrument [Line Items]
Total funding commitment		$ 15.5
Interest rate (as percent)		2%
Administrative expenses over period (in years)		10 years
Maximum loan forgiveness			$ 12.3
Debt forgiven				$ 4.5
Number of forgiveness milestones \| milestone	2
Outstanding loan balance			$ 6.3
DECD Loan Agreement, Phase 2 Funding
Debt Instrument [Line Items]
Debt forgiven	$ 2.8
Long-term debt principal payments	2
DECD Loan Agreement, Phase 3 Funding
Debt Instrument [Line Items]
Debt forgiveness eligible	2
DECD Loan Agreement, Final Phase Funding
Debt Instrument [Line Items]
Debt forgiveness eligible	$ 1

Purchase Commitments and Cont_3

Purchase Commitments and Contingencies - Schedule of Material Purchase Commitments (Details) - Software and Equipment Providers $ in Thousands	Jun. 30, 2024 USD ($)
Operating Leased Assets [Line Items]
2024	$ 2,002
2025	7,945
2026	7,605
2027	4,556
2028	4,021
Total purchase commitments	$ 26,129

Purchase Commitments and Cont_4

Purchase Commitments and Contingencies - Narrative (Details) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Loss contingency, damages awarded, value	$ 21
Loss contingency, damages awarded, to be Paid by insurance, value	$ 10	$ 10
Litigation settlement, cost		$ 2.4

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 3,108	$ 108	$ 2,657	$ 156
Stock Appreciation Rights (SARs)
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Reversal of stock-based compensation	100	7,500	3,300	15,600
Stock Appreciation Rights (SARs) \| 2021 Employee Stock Purchase Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Reversal of stock-based compensation	78		78
Cost of services
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	86	251	134	(1,415)
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	347	(675)	160	268
Selling and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	368	(143)	348	(80)
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 2,307	$ 675	$ 2,015	$ 1,383

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jan. 30, 2024
Options to Purchase Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation cost on the unvested stock options	$ 1.1	$ 1.1
Weighted-average vesting period for compensation cost		1 year 2 months 12 days
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted		0
Weighted average remaining contractual life (years), options exercisable		10 years
Vesting period		4 years
Shares available for grant (in shares)	1,748,523	1,748,523
2021 Plan \| Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares equal to percent		5%
Increase in common stock, capital shares reserved for future issuance (in shares)			1,298,943
2021 Employee Stock Purchase Plan \| Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares equal to percent		1%
Share-based compensation arrangement by share-based payment award, purchase period		6 months
Fair market value of the shares on the offering date (as percent)		85%
Share-based compensation arrangement by share-based payment award, shares issued in period	0	0
Number of share reserved for issuance (in shares)	596,604	596,604

Stock-Based Compensation - Sc_2

Stock-Based Compensation - Schedule of Stock Option Activity (Details) - Class A common stock - $ / shares	6 Months Ended
	Jun. 30, 2024
Stock Options
Beginning balance (in shares)	497,976
Exercised (in shares)	(31,946)
Forfeited/Expired (in shares)	(88,219)
Ending balance (in shares)	377,811
Outstanding, options exercisable at end of period (in shares)	307,061
Weighted Average Exercise Price
Weighted-average exercise price (in dollars per share)	$ 42.80
Weighted average exercise price, exercised (in dollars per share)	5.06
Weighted average exercise price, Forfeited/Expired (in dollars per share)	63.45
Weighted-average exercise price (in dollars per share)	41.21
Weighted average exercise price, options exercisable (in dollars per share)	$ 34.56

Stock-Based Compensation - Sc_3

Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs)	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Restricted Stock Units
Outstanding, Beginning Balance (in shares) \| shares	1,507,877
Granted (in shares) \| shares	1,178,465
Vested (in shares) \| shares	(270,160)
Forfeited (in shares) \| shares	(236,255)
Outstanding, Ending Balance (in shares) \| shares	2,179,927
Weighted Average Grant Date Fair Value Per Unit
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance (in dollar per share) \| $ / shares	$ 15.48
Granted (in dollars per share) \| $ / shares	11.17
Vested (in dollars per share) \| $ / shares	19.20
Forfeited (in dollars per share) \| $ / shares	18.63
Weighted Average Grant Date Fair Value Per Unit, Ending Balance (in us dollar per share) \| $ / shares	$ 12.17

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax benefit	$ 190	$ 196	$ 272	$ 343
Effective tax rate			0.48%	0.33%

Net Loss per Share - Schedule o

Net Loss per Share - Schedule of Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net loss attributable to common stockholders	$ (29,173)	$ (46,719)	$ (49,412)	$ (107,708)
Denominator:
Basic weighted-average common shares outstanding (in shares)	26,617,955	25,418,358	26,340,063	22,754,948
Diluted weighted-average common shares outstanding (in shares)	26,617,955	25,418,358	26,340,063	22,754,948
Basic loss per share (in dollars per share)	$ (1.10)	$ (1.84)	$ (1.88)	$ (4.73)
Diluted loss per share (in dollars per share)	$ (1.10)	$ (1.84)	$ (1.88)	$ (4.73)

Net Loss per Share - Schedule_2

Net Loss per Share - Schedule of Potentially Dilutive Securities (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,253,520	3,840,803
Outstanding options and RSUs to purchase Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,557,738	2,597,876
Outstanding warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	666,515	666,515
Outstanding earn-out shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	555,216
Outstanding earn-out RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	21,196
Outstanding 2021 ESPP shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	29,267	0

Restructuring Costs - Narrative

Restructuring Costs - Narrative (Details) $ in Millions			3 Months Ended		6 Months Ended
Restructuring Costs - Narrative (Details) $ in Millions	Oct. 30, 2023 USD ($) position	Aug. 23, 2023 position	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Restructuring and Related Activities [Abstract]
Restructuring costs			$ 0.2	$ 1.6	$ 1.1	$ 2.3
Number of positions eliminated \| position	35	50
Number of positions eliminated, period percent	10%
Annual cost reduction	$ 40

Restructuring Costs - Schedule

Restructuring Costs - Schedule of Restructuring Activity (Details) - Severance $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	$ 1,853
Charged to Costs and Expenses	1,091
Payments and Other	(2,217)
Restructuring reserve, ending balance	$ 727

Supplemental Financial Inform_3

Supplemental Financial Information - Schedule of Cash, Cash Equivalents And Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Cash and cash equivalents	$ 56,076	$ 99,681
Restricted cash (included in other assets)	987	987
Total	$ 57,063	$ 100,668	$ 157,555	$ 138,303

Supplemental Financial Inform_4

Supplemental Financial Information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Prepaid expenses	$ 7,441	$ 8,640
Other current assets	11,351	1,958
Total	$ 18,792	$ 10,598

Supplemental Financial Inform_5

Supplemental Financial Information - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Accounts payable	$ 8,134	$ 10,238
Accrued purchases	7,293	12,154
Legal reserves	23,450	25
Reserves for refunds to insurance carriers and others	13,082	15,039
Total	$ 51,959	$ 37,456

Supplemental Financial Inform_6

Supplemental Financial Information - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Accrued compensation	$ 8,156	$ 12,465
Accrued severance	727	1,853
Other	2,214	2,018
Nonrelated Party
Related Party Transaction [Line Items]
Total	$ 11,097	$ 16,336

Supplemental Financial Inform_7

Supplemental Financial Information - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Warrant liability	$ 660	$ 2,735
Third party payor reserve	12,000	12,000
Total	$ 12,660	$ 14,735

Supplemental Financial Inform_8

Supplemental Financial Information - Narrative (Details) - USD ($) $ in Millions	Apr. 17, 2023	Jan. 31, 2023
January 2023 Public Offering
Related Party Transaction [Line Items]
Proceeds from issuance of common stock		$ 150
Sale of stock (in shares)		9,962,316
Proceeds after deducting underwriter discount and commission		$ 135.4
January 2023 Additional Purchase Offering to Institutional Investors
Related Party Transaction [Line Items]
Proceeds from issuance of common stock	$ 7.6
Sale of stock (in shares)		2,353,436
Remaining number of common stock, shares issued (in shares)	676,868

Segment Reporting - Narrative (

Segment Reporting - Narrative (Details)	6 Months Ended
Segment Reporting - Narrative (Details)	Jun. 30, 2024 segment
Segment Reporting [Abstract]
Number of reportable segments	2

Segment Reporting - Schedule of

Segment Reporting - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Revenue	$ 70,514	$ 48,706	$ 132,936	$ 91,845
Depreciation and amortization	1,712	6,826	3,454	11,956
Stock-based compensation	3,108	108	2,657	156
Restructuring charges	200	1,600	1,100	2,300
Gross profit	42,952	18,757	80,363	33,993
Operating Segments
Segment Reporting Information [Line Items]
Revenue	70,514	48,706	132,936	91,845
Adjusted cost of services	26,668	28,452	50,767	57,358
Adjusted gross profit	43,846	20,254	82,169	34,487
Segment Reconciling Items
Segment Reporting Information [Line Items]
Depreciation and amortization	808	1,233	1,624	1,822
Stock-based compensation	86	251	134	(1,415)
Restructuring charges	0	13	48	87
GeneDx
Segment Reporting Information [Line Items]
Revenue	68,924	45,226	130,385	85,919
Gross profit	41,507	15,277	77,957	28,320
GeneDx \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	68,924	45,226	130,385	85,919
Adjusted cost of services	26,523	28,452	50,622	55,278
Adjusted gross profit	42,401	16,774	79,763	30,641
GeneDx \| Segment Reconciling Items
Segment Reporting Information [Line Items]
Depreciation and amortization	808	1,233	1,624	1,709
Stock-based compensation	86	251	134	556
Restructuring charges	0	13	48	56
Legacy Sema4
Segment Reporting Information [Line Items]
Revenue	1,590	3,480	2,551	5,926
Gross profit	1,445	3,480	2,406	5,673
Legacy Sema4 \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	1,590	3,480	2,551	5,926
Adjusted cost of services	145	0	145	2,080
Adjusted gross profit	1,445	3,480	2,406	3,846
Legacy Sema4 \| Segment Reconciling Items
Segment Reporting Information [Line Items]
Depreciation and amortization	0	0	0	113
Stock-based compensation	0	0	0	(1,971)
Restructuring charges	$ 0	$ 0	$ 0	$ 31