GeneDx Holdings Corp-A 2024年度报告

Washington, D.C. 20549 FORM 10-K (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period from _______ to _______ Commission file number 001-39482 GeneDx Holdings Corp. (Exact name of registrant as specified in its charter) Delaware85-1966622 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 333 Ludlow Street, North Tower, 6th FloorStamford, Connecticut 06902(Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code:(888) 729-1206 Securities registered pursuant to Section 12(b) of the Act: Class A common stock, par value $0.0001 per shareWarrants to purchase one share of Class A common stock,each at an exercise price of $379.50 per share Securities registered pursuant to section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports); and (2) has been subject to such filing requirements for the past 90 days. YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). YesxNoo Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7252(b))by the registered public accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox The aggregate market value of voting common stock held by non-affiliates of the registrant (assuming for purposes of thiscalculation, without conceding, that all executive officers and directors are “affiliates”) was approximately $432 million as ofJune 28, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), based on the closing saleprice of such stock as reported on the Nasdaq Global Select Market. The registrant had outstanding 28,068,274 shares of Class A common stock as of February 14, 2025. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates information by reference from the registrant’s definitive proxy statement to be filed with the Securities andExchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this AnnualReport on Form 10-K, in connection with the registrant’s 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”). TABLE OF CONTENTS Cautionary Note Regarding Forward Looking Statements 4 PART I Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosures PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities56Item 6. Reserved56Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations57Item 7A. Quantitative and Qualitative Disclosures About Market Ri