SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9*)
GeneDx Holdings, Corp. |
(Name of Issuer) |
Class A Common Stock, par value $0.0001 per share |
(Title of Class of Securities) |
81663L200 |
(CUSIP Number) |
Steven D. Rubin Executive Vice President - Administration OPKO Health, Inc. 4400 Biscayne Boulevard Miami, Florida 33137 Telephone: (305) 575-4100
|
(Name, address and telephone number of person authorized to receive notices and communications) |
November 18, 2024 |
(Date of event which requires filing of this statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 81663L200 | Schedule 13D | PAGE 2 of 5 |
1 | NAME OF REPORTING PERSONS
OPKO Health, Inc. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||
3 | SEC USE ONLY
| |||
4 | SOURCE OF FUNDS
OO | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☒
| |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||
| 7 | SOLE VOTING POWER
| ||
| NUMBER OF | 1,370,841 | |||
SHARES BENEFICIALLY | 8 | SHARED VOTING POWER
| ||
OWNED BY | - | |||
EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER
| ||
| WITH | 1,370,841 | Shares | ||
10 | SHARED DISPOSITIVE POWER
| |||
| - | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
| 1,370,841 | Shares | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| |||
4.99%(1) | ||||
14 | TYPE OF REPORTING PERSON
CO | |||
(1) | Based on 27,471,397 shares of GeneDx Common Stock of the Issuer outstanding on October 22, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on October 29, 2024. |
CUSIP No. 81663L200 | Schedule 13D | PAGE 3 of 5 |
EXPLANATORY NOTE
This Amendment No. 9 (the “Amendment”) to Schedule 13D is being filed with the Securities and Exchange Commission (the “SEC”) on behalf of OPKO Health, Inc., a Delaware corporation (“OPKO”) and relates to the Class A common stock, par value $0.0001 per share (“GeneDx Common Stock”), of GeneDx Holdings Corp., a Delaware corporation (“GeneDx” or the “Issuer”) and amends and supplements the initial statement on Schedule 13D filed by OPKO with the SEC on May 9, 2022, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on February 3, 2023, as amended by Amendment No. 2 filed with the SEC on April 20, 2023, as amended by Amendment No. 3 filed with the SEC on July 5, 2024, as amended by Amendment No. 4 filed with the SEC on July 26, 2024, as amended by Amendment No. 5 filed with the SEC on August 12, 2024, as amended by Amendment No, 6 filed with the SEC on August 23, 2024, as amended by Amendment No, 7 filed with the SEC on September 18, 2024; as amended by Amendment No. 8 filed with the SEC on November 8, 2024 (the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 9 shall have the same meanings ascribed to them in the Schedule 13D.
ITEM 4. | Purpose of Transaction.
|
Item 4 is amended by adding the following paragraph to the end of the item:
In a series of transactions between November 11, 2024 and November 20, 2024, OPKO sold a total of 375,833 shares of GeneDx Common Stock on the open market at prices ranging from $68.20 to $82.00 per share for an aggregate sale price of approximately $28,254,209.
ITEM 5. | Interest in Securities of the Issuer.
|
Item 5 is deleted in its entirety and replaced with the following text:
(a) The Company’s beneficial ownership of GeneDx Common Stock is as set forth in the table below:
Name and Title of Beneficial Owner | Number of Outstanding Shares Beneficially Owned | Percentage of Outstanding Common Shares (1) | ||
OPKO Health, Inc. | 1,370,841 | 4.99% |
______________
| (1) | Based on 27,471,397shares of GeneDx Common Stock of the Issuer outstanding on October 22, 2024, as set forth in the Issuer’s Form 10-Q filed with the SEC on October 29, 2024. |
(b) Items 7-10, inclusive, set forth on the cover page to this Amendment are hereby incorporated by reference in this Item 5.
(c) In the last 60 days prior to the filing of this Amendment No. 9, OPKO sold a total of 800,833 shares of GeneDx Common Stock on the open market at prices ranging from $68.20 to $82.00 per share for an aggregate sale price of approximately $61,105,000. Sales of GeneDx Common Stock prior to November 11, 2024 were previously reported in Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, and Amendment No.8. The following table sets forth the information with regard to GeneDx Common Stock sold by OPKO on the open market in the last 60 days.
| Date | Shares of Common Stock | Aggregate Sale Price | Weighted Price Per Share | |||||
| 11/4/24 | 25,000 | $ | 1,902,415 | $ | 76.0966 | |||
| 11/5/24 | 75,000 | $ | 5,699,171 | $ | 75,9889 | |||
| 11/6/24 | 150,000 | $ | 11,510,776 | $ | 76.7385 | |||
| 11/7/24 | 50,000 | $ | 3,861,068 | $ | 77.2214 | |||
| 11/8/24 | 125,000 | * | $ | 9,877,361 | $ | 79.0189 | ||
| 11/11/24 | 100,000 | $ | 7,576,946 | $ | 75.7695 | |||
11/13/24 | 125,000 | $ | 10,020,291 | $ | 80.1623 | |||
| 11/18/24 | 50,000 | $ | 3,586,620 | $ | 71.7324 | |||
| 11/19/24 | 40,833 | $ | 2,913,787 | $ | 71.3586 | |||
| 11/20/24 | 60,000 | $ | 4,156,566 | $ | 69.2761 | |||
CUSIP No. 81663L200 | Schedule 13D | PAGE 4 of 5 |
* | Amendment No.8 erroneously reported 10,000 shares sold on November 8, 2024, which resulted in the incorrect aggregate number of shares reported purchased since the filing of Amendment No. 7 and and the last 60 days prior to the filing of Amendment No. 8. |
(d) Except as described herein, no other person is known by OPKO to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Issuer beneficially owned by them.
(e) On November 20, 2024, OPKO ceased to be the beneficial owner of more than 5% of the common stock of GeneDx.
CUSIP No. 81663L200 | Schedule 13D | PAGE 5 of 5 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| OPKO Health, Inc. | |||||||
Dated: | November 20, 2024 | By: | /s/ Steven D. Rubin | ||||
Name: | Steven D. Rubin | ||||||
Title: | Executive Vice President - Administration | ||||||
