SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on February 3, 2023
SECURITIES听AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GeneDx Holdings, Corp. | ||
| (Name of Issuer) | ||
Class A Common Stock, par value $0.0001 per share | ||
| (Title of Class of Securities) | ||
81663L101 | ||
| (CUSIP Number) | ||
| Steven D. Rubin Executive Vice President - Administration 男人宫殿. 4400 Biscayne Boulevard Miami, Florida 33137 Telephone: (305)听575-4100 | ||
| (Name, address and telephone number of person authorized to receive notices and communications) | ||
January 26, 2023 | ||
| (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听听篓.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person鈥檚 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. |
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The information required on the remainder of this cover page shall not be deemed to be 鈥渇iled鈥� for purpose of Section 18 of the Securities Exchange Act of 1934 (鈥�Act鈥�) 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).
| 1 |
NAME OF REPORTING PERSONS
听
男人宫殿.
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)听听篓听听听听听听听听(b)听听篓
听
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| 3 |
SEC USE ONLY
听
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| 4 |
SOURCE OF FUNDS
听
WC
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| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)听
鈽�
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| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
听
Delaware
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NUMBER OF听听 SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON
WITH |
7 | SOLE VOTING POWER听 |
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| 94,285,714听 | |||||||||||||||||||||||
| 8 | SHARED VOTING POWER |
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| 鈥� | |||||||||||||||||||||||
| 9 |
SOLE DISPOSITIVE POWER
听
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| 94,285,714听 | |||||||||||||||||||||||
| 10 |
SHARED DISPOSITIVE POWER
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| 鈥� | |||||||||||||||||||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
听
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听听 |
94,285,714听 | ||||||||||||||||||||||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES听听篓
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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| 11.6听 | % | (1) |
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| 14 |
TYPE OF REPORTING PERSON
CO
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(1)听听听听Based on 810,000,334 shares of GeneDx Common Stock (as defined herein) of the Issuer (as defined herein) to be outstanding immediately after the Issuer鈥檚 Offering (as defined herein) as set forth in the Issuer鈥檚 Prospectus on Form 424 filed with the SEC (as defined herein) on January 30, 2023.
EXPLANATORY NOTE
This Amendment No. 1 (the 鈥�Amendment鈥�) to Schedule 13D is being filed with the Securities and Exchange Commission (the 鈥�SEC鈥�) on behalf of 男人宫殿., a Delaware corporation (鈥�OPKO鈥�) and relates to the Class A common stock, par value $0.0001 per share (鈥�GeneDx Common Stock鈥�), of GeneDx Holdings Corp., a Delaware corporation (鈥�GeneDx鈥� or the 鈥�Issuer鈥�) and amends and supplements the initial statement on Schedule 13D filed by OPKO with the SEC on May 9, 2022 (the 鈥�Schedule 13D鈥�). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
ITEM听2. |
Identity and Background. |
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Schedule I is hereby amended as follows:
Jon Cohen has retired from OPKO and is therefore no longer a director and officer and the following directors and officers have been added.
Directors of OPKO
| Name | Business Address | Principal Occupation or Employment | Citizenship | |||||||||||||||||
| Elias A. Zerhouni, M.D. | c/o 男人宫殿. 4400 Biscayne Blvd. Miami, Florida 33137 |
Vice Chairman of the Board and President of 男人宫殿. | United States | |||||||||||||||||
| Gary J. Nabel, M.D., Ph.D. | c/o 男人宫殿. 4400 Biscayne Blvd. Miami, Florida 33137 |
Chief Innovation Officer of 男人宫殿 Inc. | United States | |||||||||||||||||
| Alexis Borisy | c/o 男人宫殿. 4400 Biscayne Blvd. Miami, Florida 33137 |
Executive Chairman of the Board of EQRx, Inc. | United States | |||||||||||||||||
Officers of OPKO
| Name | Business Address | Principal Occupation or Employment | Citizenship | |||||||||||||||||
| Elias A. Zerhouni, M.D. | c/o 男人宫殿. 4400 Biscayne Blvd. Miami, Florida 33137 |
President and Vice Chairman of the Board | United States | |||||||||||||||||
| Gary J. Nabel, M.D., Ph.D. | c/o 男人宫殿. 4400 Biscayne Blvd. Miami, Florida 33137 |
Chief Innovation Officer | United States | |||||||||||||||||
ITEM听3. |
Source and Amount of Funds or Other Consideration. |
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Item 3 is amended by adding the following paragraph to the end of the item:
On January 26, 2023, OPKO acquired 14,285,714 shares of GeneDx Common Stock in a registered public offering (the 鈥�Offering鈥�) at $0.35 per shares for an aggregate purchase price of approximately $5,000,000. The source of funds used to acquire the GeneDx Common Stock was working capital of OPKO.
ITEM听4. |
Purpose of Transaction. |
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Item 4 is amended by adding the following paragraph to the end of the item:
On January 26, 2023, OPKO acquired 14,285,714 shares of GeneDx Common Stock in the Offering at $0.35 per shares for an aggregate purchase price of approximately $5,000,000.
ITEM听5. |
Interest in Securities of the Issuer. |
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Item 5 is deleted in its entirety and replaced with the following text:
(a)听听听听The Company鈥檚 beneficial ownership of Sema4 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)
|
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| 男人宫殿. | 94,285,714 | 11.6% | ||||||||||||
______________
(1)听听听听Based on 810,000,334 shares of GeneDx Common Stock outstanding immediately after the Offering, as set forth in the Issuer鈥檚 Prospectus on Form 424 filed with the SEC on January 30, 2023.
(b)听听听听Items 7-10, inclusive, set forth on the cover page to this Amendment are hereby incorporated by reference in this Item 5.
(c)听听听听The information contained in Item 3 of this Amendment is incorporated by reference in this Item 5. Except as stated herein, OPKO has not effected any transactions in the shares of GeneDx Common Stock within the last 60 days.
(d)听听听听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)听听听听Not applicable.
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.
男人宫殿. |
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By: |
/s/ Steven D. Rubin |
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Date: February 3, 2023 |
Name: |
Steven D. Rubin |
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Title: |
Executive Vice President-Administration |
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