Genedx Holdings Corp.
04/29/2024 | Press release | Distributed by Public on 04/29/2024 15:12
Material Agreement - Form 8-K
Item 1.01 Entry into a Material Definitive Agreement
On April 29, 2024, GeneDx Holdings Corp. (the "Company"), entered into a sales agreement (the "Sales Agreement") with TD Securities (USA) LLC, as sales agent and/or principal ("TD Cowen"), pursuant to which the Company may offer and sell, from time to time to or through TD Cowen, shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), having an aggregate offering price of up to $75.0 million (the "Shares").
The offer and sale of the Shares will be made pursuant to the Company's shelf registration statement on Form S-3 and the related prospectus (File No. 333-267112) filed by the Company with the Securities and Exchange Commission (the "SEC") on August 26, 2022, and declared effective by the SEC on September 7, 2022, as supplemented by a prospectus supplement dated April 29, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act").
Pursuant to the Sales Agreement, TD Cowen may sell the Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) of the Securities Act. The Company is not obligated to make any sales of the Shares under the Sales Agreement. The offering of Shares pursuant to the Sales Agreement will terminate upon the earliest of (a) the sale of all of the Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by TD Cowen or the Company, as permitted therein.
The Company will pay TD Cowen a selling commission of up to 3.0% of the gross proceeds from each sale of Shares and has agreed to provide TD Cowen with customary indemnification and contribution rights. The Company will also reimburse TD Cowen for certain specified expenses in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of the Company's counsel regarding the validity of the Shares that will be issued pursuant to the Sales Agreement is also filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.