Item 2.02 Results of Operations and Financial Condition.

The information set forth in Item 7.01 below is incorporated by reference into this Item 2.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



Effective as of January 9, 2023, GeneDx Holdings Corp. (the "Company") changed
its name from "Sema4 Holdings Corp." to "GeneDx Holdings Corp." (the "Name
Change") pursuant to a certificate of amendment to its certificate of
incorporation (the "Certificate of Amendment"). Pursuant to Section 242(b)(1) of
the General Corporation Law of the State of Delaware (the "DGCL"), the Name
Change was approved by the board of directors (the "Board") of the Company, did
not require approval of the Company's stockholders and will not affect the
rights of the Company's security holders. The Company also announced that it
intends for its Class A common stock to cease trading under the ticker symbol
"SMFR" and begin trading under its new ticker symbol, "WGS", on the Nasdaq
Global Select Market, which the Company expects to be effective on January 10,
2023. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1
to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, the Board also approved and adopted the Company's amended and
restated bylaws (the "Amended and Restated Bylaws"), effective as of January 9,
2023, in connection with the Name Change as well as the effectiveness of new
Securities and Exchange Commission rules regarding universal proxy cards,
certain recent changes to the DGCL, and a periodic review of the bylaws of the
Company.

In addition to the Name Change, among other things, the amendments effected by the Amended and Restated Bylaws:



•revise certain provisions relating to adjournment procedures and lists of
stockholders entitled to vote at stockholder meetings, in each case to conform
to recent amendments to the DGCL;

•update certain provisions related to the conduct of stockholder meetings,
including clarifying that the presiding person of a stockholder meeting may set
additional attendance or other procedures for meeting attendees and Rule 14a-8
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
proponents;

•revise the procedures and disclosure requirements set forth in the advance
notice bylaw provisions, including (1) requiring additional information,
representations and disclosures from proposing stockholders, proposed nominees
and other persons related to a stockholder's solicitation of proxies, (2)
restricting the number of nominees a stockholder may nominate for election at a
meeting to the number of directors to be elected at such meeting, and (3)
requiring that proposed nominees be available for interviews by the Board or any
Board committee thereof;

•address matters relating to Rule 14a-19 under the Exchange Act (the "Universal
Proxy Rules") (e.g., providing that stockholders delivering a notice of
nomination certify to the Company in writing that they have complied with the
Universal Proxy Rules requirements, providing the Company a remedy if a
stockholder fails to satisfy the Universal Proxy Rules requirements, requiring
that a stockholder providing notice pursuant to the advance notice bylaws to
inform the Company if a stockholder no longer plans to solicit proxies in
accordance with the Universal Proxy Rules, and requiring stockholders intending
to use the Universal Proxy Rules to provide reasonable evidence of the
satisfaction of the requirements under the Universal Proxy Rules at least five
business days before the meeting);

•require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;



•require that a stockholder intending to authorize a qualified representative to
act for such stockholder as a proxy to present a nomination or proposal at such
meeting to give notice of such authorization to the Company at least three
business days before the applicable meeting;

•amend the notice provisions to reflect amendments to the DGCL relating to electronic transmission of notices to stockholders;



•add an emergency bylaw provision to provide clarity and authority to directors
and certain officers during an emergency situation that would otherwise prevent
a quorum of the Board or a Board committee from being achieved; and

•provides that, unless the Company consents in writing to the selection of an
alternative forum, the Court of Chancery of the State of Delaware (or, if the
Court of Chancery does not have jurisdiction, the United States District Court
for the District of Delaware), shall be the sole and exclusive forum for (a) any
derivative action or proceeding brought in

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the name or right of the Company or on behalf of the Company, (b) any action or
proceeding asserting a claim that is based upon a breach of a duty owed by a
current or former director, officer, employee, agent or stockholder of the
Company to the Company or the Company's stockholders, (c) any action or
proceeding arising or asserting a claim arising pursuant to any provision of the
DGCL (or as to which the DGCL confers jurisdiction upon the Court of Chancery)
or any provision of the Company's certificate of incorporation, any designation
relating to any outstanding to any series of preferred stock, or the Amended and
Restated Bylaws, (d) any action to interpret, apply, enforce, or determine the
validity of the Company's certificate of incorporation or the Amended and
Restated Bylaws, or (e) any action or proceeding asserting a claim governed by
the internal affairs doctrine

The Amended and Restated Bylaws also incorporate ministerial, clarifying and
conforming changes, including changes to align with the language used in certain
provisions of the DGCL and the Universal Proxy Rules.

The foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Amended and Restated Bylaws, a
copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by
reference.

Item 7.01 Regulation FD Disclosure.



On January 9, 2023, the Company issued a press release (the "Press Release")
announcing the Name Change, as well as the Company's expectations regarding its
preliminary, unaudited pro forma revenue, test result volumes and pro forma
adjusted gross margins for the year ended 2022. The preliminary unaudited
results announced are presented on a pro forma basis assuming GeneDx and Sema4
were combined for the entirety of 2021 and 2022 and exclude the revenues and
costs from the exited reproductive health and somatic tumor testing businesses.
A copy of the Press Release is included with this Form 8-K for convenience and
attached hereto as Exhibit 99.1.

The information furnished under Items 2.02 and 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1 hereto, shall not be deemed "filed" for
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
into any other filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

  Exhibit No.                                           Description
      3.1               Certificate of Amendment of Restated Certificate of Incorporation of Sema4
                      Holdings Corp.
      3.2               Amended and Restated Bylaws of GeneDx Holdings

Corp. (as amended and restated


                      on January 9, 2023)
     99.1               Press Release, dated January 9, 2023, regarding the

Registrant's Name Change


                      to GeneDx Holdings Corp. and Preliminary 2022

Financial Results and 2023


                      Guidance
      104             Cover Page Interactive Data File (embedded within the

Inline XBRL document)

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