GeneDx Holdings Corp.
For the period ended Jun 30, 2025. Filed Jul 29, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 29, 2025
WGS$62.37-3.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-04-30.
0001818331-25-000071
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-29.
0001818331-25-000108
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 100 previous paragraphs and 117 current paragraphs.
71 unchanged; 23 reworded; 21 added; 6 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 4 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
In addition, with the acquisition of Fabric Genomics, we generate revenues through software subscriptions as well as clinical and consulting services as part of the arrangements related to rare disease, hereditary risk, and cancer testing. Our customers include clinical laboratories, hospitals, and research institutions. Our ability to increase this revenue will depend on our ability to expand our customer base among hospitals and genomic centers, along with increased adoption of whole genome sequencing and AI-enabled interpretation in clinical workflows.
Current report
Total revenue increased by $32.2 million, or 46%, to $102.7 million for the three months ended June 30, 2025, from $70.5 million for the three months ended June 30, 2024.
Current report
Other revenue increased by $1.8 million or 167%, to $2.9 million for the three months ended June 30, 2025, from $1.1 million for the three months ended June 30, 2024. The increase reflects $0.9 million of revenue from the recently acquired Fabric Genomics operating segment and the continued expansion of data and bio pharma programs.
Current report
General and administrative expense increased by $1.4 million, or 5%, to $27.4 million for the three months ended June 30, 2025, from $26.0 million for the three months ended June 30, 2024. The increase was primarily attributable to increased compensation related costs of $5.0 million, higher IT software and infrastructure costs of $2.9 million, higher legal costs of $1.3 million, and increased amortization expense for acquired intangible assets established in connection with purchase accounting. These increases were partially offset by a one-time sales-and-use tax refund of $8.4 million.
Current report
Non-Operating Income (Expense), Net
Current report
Non-operating income (expense), net improved by $20.4 million. The current quarter results primarily reflected a gain of $3.1 million for the change in the fair value of public and private warrants, partially offset by expense of $0.9 million for the change in fair value of the contingent consideration. The prior period results primarily reflected legal reserves, net of insurance, of approximately $13.4 million and a non-cash charge of $5.1 million associated with the exercise of the Perceptive Warrant.
Current report
Comparison of the six months ended June 30, 2025 and 2024
Current report
NM - Not Meaningful
Current report
Revenue
Current report
Total revenue increased by $56.9 million, or 43%, to $189.8 million for the six months ended June 30, 2025, from $132.9 million for the six months ended June 30, 2024.
Current report
Diagnostic test revenue increased by $55.0 million, or 42%, to $185.6 million for the six months ended June 30, 2025, from $130.5 million for the six months ended June 30, 2024. The increase is attributable to increase of 66% in whole exome and genome sequencing revenues driven by a 26% increase in test volumes and a 32% increase in average reimbursement rates. This was partially offset by declines in other non-exome test revenues.
Current report
Other revenue increased by $1.8 million, or 77%, to $4.2 million for the six months ended June 30, 2025, from $2.4 million for the six months ended June 30, 2024. The increase reflects $0.9 million of revenue from the recently acquired Fabric Genomics operating segment and the continued expansion of data and bio pharma programs.
Current report
Gross Profit
Current report
Research and Development
Current report
Research and development expense increased by $5.2 million, or 23%, to $27.7 million for the six months ended June 30, 2025, from $22.5 million for the six months ended June 30, 2024. The increase was primarily attributable to compensation related costs of $7.0 million which reflects an investment to expand our product development team and the research and development costs of Fabric Genomics. The increase was partially offset by lower costs associated with the Guardian newborn screening study.
Current report
Selling and Marketing
Current report
Selling and marketing expense increased by $5.1 million, or 16%, to $37.8 million for the six months ended June 30, 2025, from $32.7 million for the six months ended June 30, 2024. The increase was primarily attributable to higher compensation related costs of $4.5 million which reflects our investment to support growth in our commercial team, as well as the selling and marketing costs of Fabric Genomics.
Current report
General and Administrative
Current report
General and administrative expense increased by $10.1 million, or 20%, to $59.5 million for the six months ended June 30, 2025, from $49.5 million for the six months ended June 30, 2024. The increase was primarily attributable to increased compensation related costs of $11.9 million, higher IT software and infrastructure costs of $3.1 million, higher legal costs of $2.8 million and increased amortization expense for acquired intangible assets established in connection with purchase accounting. These increases were partially offset by a one-time sales-and-use tax refund of $8.4 million.
Current report
Non-Operating Income (Expense), Net
Current report
Non-operating income (expense), net, improved by $25.5 million.The current year period included a gain of $2.0 million for the change in the fair value of public and private warrants, partially offset by expense of $0.9 million for the change in fair value of the contingent consideration. The prior year period primarily included legal reserves, net of insurance, of approximately $13.4 million, and non-cash charges of $5.1 million associated with the exercise of the Perceptive Warrant exercised and $5.4 million driven by the increase in fair value of our public and private placement warrants and Perceptive Warrant driven primarily by the increase in our share price.
Removed paragraphs (6)
Previous report
Total revenue increased by $24.7 million, or 40%, to $87.1 million for the three months ended March 31, 2025, from $62.4 million for the three months ended March 31, 2024.
Previous report
Other revenue increased by a nominal amount for the three months ended March 31, 2025, from $1.3 million for the three months ended March 31, 2024.
Previous report
General and administrative expense increased by $8.7 million, or 37%, to $32.1 million for the three months ended March 31, 2025, from $23.4 million for the three months ended March 31, 2024. The increase was primarily attributable to increased compensation related costs of $6.9 million, which included an increase of $3.1 million in stock-based compensation.
Previous report
Non-Operating Expense, Net
Previous report
Non-operating expense, net decreased by $5.1 million, due to the prior period impact of a $5.0 million loss for the change in fair value of our Perceptive Warrants as a result of a significant increase in fair value driven primarily by the increase in our share price as of March 31, 2024.
Previous report
For further information, see Note 2, “Summary of Significant Accounting Policies” to our condensed consolidated financial statements.
Reworded paragraphs (23)
Previous wording
See Note 1, “Organization and Description of Business” included in this Quarterly Report for more information on the Company’s history.
Current wording
See Note 1, “Organization and Description of Business” to our condensed consolidated financial statements included in this Quarterly Report for more information on the Company’s history.
Previous wording
We believe several important factors have impacted, and will continue to impact, our performance and results of operations. While each of these areas presents significant opportunities for us, they also pose significant risks and challenges that we must address. See the section titled “Item 1A. Risk Factors” in this Quarterly Report and in our 2024 Form 10-K, which is incorporated by reference in this Quarterly Report, for further information.
Current wording
We believe several important factors have impacted, and will continue to impact, our performance and results of operations. While each of these areas presents significant opportunities for us, they also pose significant risks and challenges that we must address. See the section titled “Item 1A. Risk Factors” in this Quarterly Report and in our 2024 Form 10-K and our Quarterly Report for the quarterly period ended March 31, 2025, which are incorporated by reference in this Quarterly Report, for further information.
Previous wording
We believe the number of resulted exome and genome tests in any period is important and useful to investors because it directly correlates with long-term patient relationships and the size of our genomic database. During the three months ended March 31, 2025, we resulted 20,562 exome and genome tests, which represented 40% of all test results, compared to the three months ended March 31, 2024, in which we resulted approximately 16,592 exome and genome tests, which represented 30% of all test results.
Current wording
We believe the number of resulted exome and genome tests in any period is important and useful to investors because it directly correlates with long-term patient relationships and the size of our genomic database. During the three months ended June 30, 2025, we resulted 23,102 exome and genome tests, which represented 41% of all test results, compared to the three months ended June 30, 2024, in which we resulted approximately 18,017 exome and genome tests, which represented 31% of all test results. During the six months ended June 30, 2025, we resulted 43,664 exome and genome tests, which represented 41% of all test results, compared to the six months ended June 30, 2024, in which we resulted approximately 34,609 exome and genome tests, which represented 31% of all test results.
Previous wording
Diagnostic test revenue increased by $24.7 million, or 40%, to $85.8 million for the three months ended March 31, 2025, from $61.1 million for the three months ended March 31, 2024. The increase primarily reflected an increase of 62% in whole exome and genome sequencing revenues driven by a 24% increase in test volumes.
Current wording
Diagnostic test revenue increased by $30.4 million, or 44%, to $99.8 million for the three months ended June 30, 2025, from $69.4 million for the three months ended June 30, 2024. The increase primarily reflected an increase of 69% in whole exome and genome sequencing revenues driven by a 28% increase in test volumes.
Previous wording
Gross profit increased by $21.1 million or 56%, to $58.5 million for the three months ended March 31, 2025, from $37.4 million for the three months ended March 31, 2024, driven by a combination of a shift in test mix to more profitable whole exome and genome tests, improvement in exome average reimbursement rates, continued cost per test leverage.
Current wording
Gross profit increased by $28.0 million or 65%, to $70.9 million for the three months ended June 30, 2025, from $43.0 million for the three months ended June 30, 2024, driven by a combination of a shift in test mix to more profitable whole exome and genome tests, improvement in exome average reimbursement rates, and continued cost per test leverage.
Previous wording
Research and development expense increased by $1.0 million, or 9%, to $12.6 million for the three months ended March 31, 2025, from $11.6 million for the three months ended March 31, 2024. The increase was primarily attributable to lower stock compensation expense by $0.6 million in the prior period associated with forfeitures of unvested equity awards of terminated employees. The increase also reflected higher depreciation expense of $0.2 million.
Current wording
Research and development expense increased by $4.2 million, or 38%, to $15.1 million for the three months ended June 30, 2025, from $10.9 million for the three months ended June 30, 2024. The increase was driven by higher overall compensation costs of $3.4 million, which reflects an investment to expand our product development team and the research and development costs of Fabric Genomics. In addition, the prior period included a benefit of $1.1 million to reverse stock-based compensation expense associated with forfeitures of unvested equity awards of terminated employees.
Previous wording
Selling and marketing expense increased by $2.2 million, or 14%, to $18.3 million for the three months ended March 31, 2025, from $16.1 million for the three months ended March 31, 2024. The increase reflects our investment to support growth in our commercial team as well as incremental variable billing and selling cost.
Current wording
Selling and marketing expense increased by $2.9 million, or 17%, to $19.4 million for the three months ended June 30, 2025, from $16.6 million for the three months ended June 30, 2024. This primarily reflects our investment to support growth in our commercial team, as well as the selling and marketing costs of Fabric Genomics.
Previous wording
See Note 4, “Fair Value Measurements” to our condensed consolidated financial statements for further information on the changes in fair value of our warrants.
Current wording
See Note 5, “Fair Value Measurements” to our condensed consolidated financial statements for further information on the changes in fair value of our warrants and contingent liabilities.
Previous wording
The following is a reconciliation of gross profit to our adjusted gross profit and of our gross margin to adjusted gross margin for the three months ended March 31, 2025 and 2024:
Current wording
The following is a reconciliation of gross profit to our adjusted gross profit and of our gross margin to adjusted gross margin for the three and six months ended June 30, 2025 and 2024:
Previous wording
Adjusted net income (loss) is a non-GAAP financial measure that we define as net income (loss) adjusted for depreciation and amortization, stock-based compensation expenses, restructuring costs, change in fair value of warrants, interest expense (net), income tax expense (benefit) and transaction costs. We believe adjusted net income (loss) is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain factors that may vary from company to company for reasons unrelated to overall operating performance.
Current wording
Adjusted net income (loss) is a non-GAAP financial measure that we define as net income (loss) adjusted for depreciation and amortization, stock-based compensation expenses, restructuring costs, change in fair value of warrants and contingent liabilities, interest expense (net), income tax expense (benefit), transaction costs, legal reserves and tax refunds. We believe adjusted net income (loss) is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain factors that may vary from company to company for reasons unrelated to overall operating performance.
Previous wording
The following is a reconciliation of our net income (loss) to adjusted net income (loss) for the three months ended March 31, 2025 and 2024:
Current wording
The following is a reconciliation of our net income (loss) to adjusted net income (loss) for the three and six months ended June 30, 2025 and 2024:
Previous wording
(1)Represents interest expense, net, income tax expense (benefit), net, and for the three months ended March 31, 2025, transaction costs associated with the Merger Agreement.
Current wording
(1)For the three and six months ended June 30, 2025, represents interest expense, net, income tax expense, net, transaction costs associated with the Merger Agreement and a sales-and-use tax refund. For the three and six months ended June 30, 2024, represents interest expense, net, income tax benefit, net, and reserves net of insurance for a certain litigation matter.
Previous wording
As of March 31, 2025, our existing cash and cash equivalents and available-for-sale marketable securities were $159.2 million.
Current wording
As of June 30, 2025, our existing cash and cash equivalents and available-for-sale marketable securities were $134.6 million.
Previous wording
We have an effective shelf registration statement that we filed with the SEC in August of 2022, registering $300.0 million shares of our Class A common stock and other securities. As of March 31, 2025, approximately $87.8 million of securities remained available under this registration statement. Further, we have entered into a sales agreement (the “Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”) pursuant to which we may, but are not obligated to, offer and sell, from time to time, shares of our Class A common stock with an aggregate offering price up to $75.0 million through TD Cowen, as sales agent, subject to the terms and conditions described in the Sales Agreement and SEC rules and regulations (our “ATM offering”). As of March 31, 2025, approximately $12.4 million of capacity remained available under this ATM offering.
Current wording
We have an effective shelf registration statement that we filed with the SEC in August of 2022, registering $300.0 million shares of our Class A common stock and other securities, and we may file a new shelf registration statement with the SEC to replace the existing registration statement and replenish the amount of securities registered. As of June 30, 2025, approximately $87.8 million of securities remained available under this registration statement. Further, we have entered into a sales agreement (the “Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”) pursuant to which we may, but are not obligated to, offer and sell, from time to time, shares of our Class A common stock with an aggregate offering price up to $75.0 million through TD Cowen, as sales agent, subject to the terms and conditions described in the Sales Agreement and SEC rules and regulations (our “ATM offering”). As of June 30, 2025, approximately $12.4 million of capacity remained available under this ATM offering.
Previous wording
As discussed in the notes to our condensed consolidated financial statements, in 2022, we entered into an agreement with one of our third-party payors to settle for $42.0 million claims related to coverage and billing matters allegedly resulting in overpayments by the payor to Legacy Sema4. As of March 31, 2025, remaining payments due to the payor were $12.0 million. For more information regarding this matter, see Note 3, “Revenue Recognition” to our consolidated financial statements included in our 2024 Form 10-K and Note 3, “Revenue Recognition,” to our condensed consolidated financial statements included within this Quarterly Report, respectively.
Current wording
As discussed in the notes to our condensed consolidated financial statements, in 2022, we entered into an agreement with one of our third-party payors to settle claims related to coverage and billing matters allegedly resulting in overpayments by the payor to Legacy Sema4. As of June 30, 2025, remaining payments due to the payor were $12.0 million. For more information regarding this matter, see Note 3, “Revenue Recognition” to our consolidated financial statements included in our 2024 Form 10-K and Note 4, “Revenue Recognition,” to our condensed consolidated financial statements included within this Quarterly Report, respectively.
Previous wording
Our critical accounting policies and estimates are described in Note 2, “Summary of Significant Accounting Policies” to the consolidated financial statements included in the 2024 Form 10-K. Except as disclosed in Note 2, “Summary of Significant Accounting Policies” to our condensed consolidated financial statements, there have been no material changes to our critical accounting policies and estimates in the current period.
Current wording
Our critical accounting policies and estimates are described in Note 2, “Summary of Significant Accounting Policies” to the consolidated financial statements included in the 2024 Form 10-K. Except as disclosed in Note 2, “Summary of Significant Accounting Policies” to our condensed consolidated financial statements included in this Quarterly Report, there have been no material changes to our critical accounting policies and estimates in the current period.
Previous wording
Net cash provided by operating activities during the three months ended March 31, 2025 was $10.2 million, driven by a net loss of $6.5 million, net adjustments of $13.4 million and a change in operating assets and liabilities of $3.4 million. The impact of the changes in operating assets and liabilities was primarily driven by and increased accounts payables and accrual due to the timing of vendor payments and orders with suppliers which was partially offset by an increase in accounts receivable, driven by growth in exome and genome test volumes.
Current wording
Net cash provided by operating activities during the six months ended June 30, 2025 was $20.6 million, driven by a net income of $4.3 million, net adjustments of $29.3 million driven by depreciation and amortization expense and stock-based compensation expense. The impact of the changes in operating assets and liabilities was primarily attributable to increased accounts receivables driven by the growth of the whole exome and genome testing volumes and partially offset by increased accounts payables and accruals due to the timing of vendor payments.
Previous wording
Net cash used in operating activities during the three months ended March 31, 2024 was $16.4 million, driven by lower cash expenditures associated with the current year period net loss as compared with the prior year period, which reflected improved gross margin profitability, as well as the realization of cost savings from exiting the Legacy Sema4 business and other cost reduction initiatives.
Current wording
Net cash used in operating activities during the six months ended June 30, 2024 was $20.9 million, driven by lower cash expenditures associated with the current year period net loss as compared with the prior year period, which reflected improved gross margin profitability, as well as the realization of cost savings from exiting the Legacy Sema4 business and other cost reduction initiatives.
Previous wording
Net cash provided by investing activities during the three months ended March 31, 2024 was $0.8 million, which included $6.5 million in proceeds from the sales and maturities of marketable securities, partially offset by net purchases of marketable securities of $5.2 million.
Current wording
Net cash used in investing activities during the six months ended June 30, 2025 was $45.8 million, which included $33.2 million for the acquisition of Fabric Genomics, purchases of marketable securities of $30.8 million and property and equipment of $8.5 million, partially offset by $26.7 million in proceeds from the maturities of marketable securities.
Previous wording
Net cash used in investing activities during the three months ended March 31, 2025 was $9.4 million, which included purchases of marketable securities of $17.2 million and property and equipment of $6.1 million, partially offset by $13.9 million in proceeds from the maturities of marketable securities.
Current wording
Net cash used in investing activities during the six months ended June 30, 2024 was $21.9 million, which included net purchases of marketable securities of $29.4 million and property and equipment of $1.8 million, partially offset by $9.3 million in proceeds from the sales and maturities of marketable securities.
Previous wording
Net cash provided by financing activities during the three months ended March 31, 2025 was $13.7 million, which reflected proceeds from the ATM offering of $13.9 million.
Current wording
Net cash provided by financing activities during the six months ended June 30, 2025 was $14.1 million, which primarily reflected proceeds from the ATM offering of $13.8 million.
Previous wording
Net cash used in financing activities during the three months ended March 31, 2024 was $0.4 million, which reflected finance lease principal payments.
Current wording
Net cash used in financing activities during the six months ended June 30, 2024 was $0.8 million, which reflected finance lease principal payments.
Previous wording
Additional information on recent accounting pronouncements can be found in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included within our 2024 Form 10-K, and Note 2, “Summary of Significant Accounting Policies” to our condensed consolidated financial statements.
Current wording
Additional information on recent accounting pronouncements can be found in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included within our 2024 Form 10-K, and Note 2, “Summary of Significant Accounting Policies” to our condensed consolidated financial statements included in this Quarterly Report.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The following table sets forth our results of operations for the periods presented:
Current report — wording carried from elsewhere
Gross profit increased by $49.0 million for the six months ended June 30, 2025, driven by a combination of a shift in test mix to more profitable whole exome and genome tests, improvement in exome average reimbursement rates, and continued cost per test leverage.