Filed pursuant to Rule 424(b)(3)
Registration No. 333-258467
PROSPECTUS SUPPLEMENT NO. 6
(to Prospectus dated August 12, 2021)
Sema4 Holdings Corp.
236,223,401 Shares of Common Stock
7,236,667 Warrants to Purchase Shares of Common Stock
21,995,000 Shares of Common Stock Underlying Warrants
This
prospectus
supplement
supplements the prospectus dated August 12, 2021 (the
“Prospectus”), which forms a part of our registration statement on
Form S-1 (No. 333-258467). This prospectus supplement is being
filed to update and supplement the information in the Prospectus
with the information contained in Items 1.01, 3.02 and 5.02 and the
related exhibits from our current report on Form 8-K, filed with
the Securities and Exchange Commission (the “SEC”) on January 18,
2022 (the “Current Report”). Accordingly, we have attached the
information contained in Items 1.01, 3.02 and 5.02 and the related
exhibits from the Current Report to this prospectus
supplement.
The Prospectus and this prospectus supplement relate to the offer
and sale from time to time by the selling securityholders named in
the Prospectus (the “Selling Securityholders”) of (A) up to
236,223,401 shares of our Class A common stock, par value $0.0001
per share (“Class A common stock” or “common stock”), consisting of
(i) up to 35,000,000 shares of our Class A common stock issued in a
private placement pursuant to subscription agreements each entered
into on February 9, 2021; (ii) up to 11,068,750 shares of our Class
A common stock issued in connection with the consummation of the
Business Combination (as defined in the Prospectus), in exchange
for shares of our Class B common stock originally issued in a
private placement to CMLS Holdings LLC (the “Sponsor”); (iii) up to
182,917,984 shares of our Class A common stock issued or issuable
to certain former stockholders and equity award holders of Sema4
(the “Sema4 equity holders”) in connection with or as a result of
the consummation of the Business Combination, consisting of (a) up
to 149,856,840 shares of our Class A common stock; (b) up to
14,039,568 shares of our Class A common stock issuable upon the
exercise or vesting of certain equity awards; and (c) up to
19,021,576 shares of Class A common stock that certain Sema4 equity
holders have the contingent right to receive upon the achievement
of certain vesting conditions; and (iv) up to 7,236,667 shares of
our Class A common stock issuable upon the exercise of the private
placement warrants (as defined below); and (B) up to 7,236,667
warrants (the “private placement warrants”) originally issued in a
private placement to the Sponsor and certain of the other Initial
Stockholders (as defined in the Prospectus).
In addition, the Prospectus and this prospectus supplement relate
to the offer and sale of: (i) up to 14,758,333 shares of our Class
A common stock that are issuable by us upon the exercise of
14,758,333 warrants (the “public warrants”) originally issued in
our initial public offering ; and (ii) up to 7,236,667 shares of
our Class A common stock that are issuable by us upon the exercise
of the private placement warrants following the public resale of
the private placement warrants by the Selling Securityholders
pursuant to the Prospectus and this prospectus
supplement.
Our common stock and public warrants are listed on the Nasdaq
Global Select Market (the “Nasdaq”) under the symbols “SMFR” and
“SMFRW,” respectively. On January 14, 2022, the last reported sales
price of our common stock was $4.04 per share and the last reported
sales price of our public warrants was $0.75 per
warrant.
This prospectus supplement updates and supplements the information
in the Prospectus and is not complete without, and may not be
delivered or utilized except in combination with, the Prospectus,
including any amendments or supplements thereto. This prospectus
supplement should be read in conjunction with the Prospectus and if
there is any inconsistency between the information in the
Prospectus and this prospectus supplement, you should rely on the
information in this prospectus supplement.
Investing in our securities involves risks. See the section
entitled “Risk Factors” beginning on page 10 of the Prospectus to
read about factors you should consider before buying our
securities.
Neither the SEC nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus
supplement or the Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is January 18,
2022
Item 1.01. Entry into a Material Definitive Agreement.
On January 18, 2022, Sema4 Holdings Corp. (“Sema4” or the
“Company”) announced that it executed an Agreement and Plan of
Merger and Reorganization (the “Merger Agreement”) with GeneDx,
Inc., a New Jersey corporation (“GeneDx”), and the other parties
thereto (the transactions contemplated by the Merger Agreement,
including the Mergers (as defined below), the “Acquisition”). This
Current Report on Form 8-K provides a summary of the Merger
Agreement and the other agreements entered
into and contemplated in connection with the Acquisition. The
descriptions of these agreements do not purport to be complete and
are qualified in their entirety by the terms and conditions of such
agreements, copies of which are attached as Exhibits 2.1, 10.1,
10.2, 10.3 and 10.4 hereto.
Merger Agreement
On January 14, 2022, Sema4 and its wholly-owned subsidiaries, Orion
Merger Sub I, Inc. (“Merger Sub I”) and Orion Merger Sub II, LLC
(“Merger Sub II” and, together with Merger Sub I, “Merger Subs”),
entered into the Merger Agreement with GeneDx, a wholly-owned
subsidiary of OPKO Health, Inc. (“OPKO”), GeneDx Holding 2, Inc.,
which will own 100% of GeneDx at the Effective Time (as defined
below) (“Holdco2”), and OPKO. Capitalized terms used but not
otherwise defined herein will have those meanings ascribed to such
terms in the Merger Agreement.
Acquisition
Pursuant to the terms of the Merger Agreement, Sema4 will acquire
GeneDx through the merger of Merger Sub I with and into Holdco2
(the “First Merger”), with Holdco2 as the surviving corporation in
the First Merger. Immediately after the consummation of the First
Merger, as part of the same overall transaction, Holdco2, as the
surviving corporation in the First Merger, will merge with and into
Merger Sub II (the “Second Merger” and, together with the First
Merger, the “Mergers”), with Merger Sub II as the surviving
company. After giving effect to the Mergers and the other
transactions contemplated by the Merger Agreement, GeneDx will have
converted into a Delaware limited liability company and be a
wholly-owned indirect subsidiary of Sema4.
The Mergers are intended to qualify for federal income tax purposes
as a tax-free reorganization under the provisions of Section 368(a)
of the Internal Revenue Code of 1986, as amended.
The Acquisition was unanimously approved by the boards of directors
of each of Sema4 and OPKO.
The Acquisition is expected to close in the first half of 2022,
subject to the receipt of the required approval by Sema4’s
stockholders and the satisfaction of the closing conditions set
forth in the Merger Agreement.
Merger Consideration
Subject to the terms and conditions of the Merger Agreement, Sema4
will pay consideration to OPKO for the Acquisition of (i) $150
million in cash at the closing of the Acquisition (the “Closing”),
subject to certain adjustments as provided in the Merger Agreement
(the “Cash Consideration”), (ii) 80 million shares of the Company’s
Class A common stock, par value $0.0001 per share (“Company Class A
common stock”) (the “Stock Consideration”), to be issued at the
Closing and (iii) up to $150 million payable following the Closing,
if certain revenue-based milestones are achieved for each of the
fiscal years ending December 31, 2022 and December 31, 2023 (the
“Milestone Payments”). Each Milestone Payment, if and to the extent
earned under the terms of the Merger Agreement, will be satisfied
through the payment and/or issuance of a combination of cash and
shares of Company Class A common stock (valued at $4.86 per share
based on the average of the daily volume average weighted price of
Company Class A common stock over the period of 30 trading days
ended January 12, 2022), with such mix to be determined in Sema4’s
sole discretion. The Milestone Payment in respect of the fiscal
year ending December 31, 2023 is subject to acceleration on the
terms described in the Merger Agreement.
The number of shares of Company Class A common stock that OPKO is
entitled to receive as a result of the Mergers, as otherwise
contemplated by the Merger Agreement, shall be adjusted to
appropriately reflect the effect of any stock split, split-up,
reverse stock split, stock dividend or distribution (including any
dividend or distribution of securities convertible into Company
Class A common stock), extraordinary cash dividend,
reorganization,
recapitalization, reclassification, combination, exchange of shares
or other like change with respect to Company Class A common stock
occurring on or after the date of the Merger Agreement and prior to
the Closing.
Governance
In connection with the execution of the Merger Agreement, Katherine
Stueland, the Chief Executive Officer of GeneDx, Kevin Feeley, the
Chief Financial Officer of GeneDx, and Jennifer Brendel, the Chief
Commercial Officer of GeneDx, have entered into employment
agreements with Sema4, which will be effective upon the Closing.
Following the Closing, Ms. Stueland will serve as the Co-Chief
Executive Officer of Sema4, reporting to Sema4’s Board of Directors
(the “Board”), Mr. Feeley will service as Senior Vice President
Operations, Sema4 and Head of GeneDx and Ms. Brendel will serve as
Chief Growth Officer of Sema4.
Sema4 has agreed that OPKO will be entitled to nominate and Sema4
will seek to have appointed to the Board: (i) one mutually agreed
GeneDx designee to the Board, initially Katherine Stueland, and
(ii) one mutually agreed independent OPKO designee to the Board
following the Closing and until at least the expiration of the
milestone period, who will be identified in the proxy statement
Sema4 intends to file with the Securities and Exchange Commission
(the “SEC”) and mail to its stockholders (the “Proxy Statement”) in
connection with Sema4 seeking certain stockholder approvals related
to the Acquisition.
Representations and Warranties; Indemnification
The Merger Agreement contains customary representations and
warranties of the parties and provides for mutual indemnification
subject to customary limitations.
Sema4 Recommendation
Sema4 is required to include in the Proxy Statement the
recommendation of the Board to Sema4’s stockholders that they
approve the transaction proposals (as such proposals are more fully
set forth in the Merger Agreement).
Conditions to Closing
General Conditions
The obligations of either party to consummate the Acquisition are
conditioned upon, among other things, (a) the approval of the
issuance of the Stock Consideration by Sema4’s stockholders,
(b)
the expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and (c)
the absence of any order or law making the consummation of the
transactions illegal.
OPKO and the Company Parties’ Conditions to Closing
The obligations of OPKO and the Company Parties’ to consummate the
Acquisition also are conditioned upon, among other things, (a)
customary closing conditions, (b) the approval of the Stock
Consideration for listing on the Nasdaq and (c) Sema4’s having not
suffered a material adverse effect.
Sema4 Conditions to Closing
The obligations of Sema4 to consummate the Acquisition are also
conditioned upon, among other things, (a) customary closing
conditions, (b) the completion of the Pre-Closing Restructuring by
OPKO and GeneDx,
including receipt of written confirmation from the IRS that the EIN
is retained,
(c) the Required Consent Condition, (d) GeneDx’s having not
suffered a material adverse effect, (e) the continued employment of
Ms. Stueland and (f) the receipt of audited consolidated financial
statements of GeneDx required to be included in the Proxy
Statement.
Termination
The Merger Agreement allows the parties to terminate the Merger
Agreement if certain customary conditions described in the Merger
Agreement are not satisfied, including, without limitation, each
party’s right to terminate, subject to certain limited exceptions,
if the Acquisition is not consummated by August 14, 2022, which
date may be extended to October 14, 2022 by either Sema4 of OPKO if
required to fulfill certain conditions to the Closing.
If the Merger Agreement is validly terminated, none of the parties
to the Merger Agreement will have any liability or any further
obligation under the Merger Agreement other than customary
confidentiality obligations, except in the case of an intentional
misrepresentation made by, or a willful breach of any covenant,
agreement or obligation of, such party in the Merger
Agreement.
Transition Services Agreement
The Merger Agreement also provides that, in connection with the
Closing, the parties will enter into a Transition Services
Agreement, which will govern the parties’ respective rights and
obligations with respect to the provision of certain transition
services following the Closing.
The foregoing summary of the Merger Agreement and the Acquisition
does not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Merger Agreement, a copy of
which is attached hereto as Exhibit 2.1 and is incorporated by
reference herein.
The Merger Agreement contains representations, warranties and
covenants that the respective parties made to each other as of the
date of the Merger Agreement or other specific dates. The
assertions embodied in those representations, warranties and
covenants were made for purposes of the contract among the
respective parties and are subject to important qualifications and
limitations agreed to by the parties in connection with negotiating
such agreement. The representations, warranties and covenants in
the Merger Agreement are also modified in important part by the
underlying disclosure schedules which are not filed publicly and
which are subject to a contractual standard of materiality
different from that generally applicable to stockholders and were
used for the purpose of allocating risk among the parties rather
than establishing matters as facts. Sema4 does not believe that
these schedules contain information that is material to an
investment decision.
As a result of the foregoing, investors are encouraged not to rely
on the representations, warranties and covenants contained in the
Merger Agreement, or on any descriptions thereof, as accurate
characterizations of the state of facts or condition of Sema4,
GeneDx, OPKO or any other party. Investors and stockholders are
likewise cautioned that they are not third-party beneficiaries
under the Merger Agreement and do not have any direct rights or
remedies pursuant to the Merger Agreement.
Certain Related Agreements
Subscription Agreements and PIPE Investment (Private
Placement)
On January 14, 2022, concurrently with the execution of the Merger
Agreement, Sema4 entered into subscription agreements
(collectively, the “Subscription Agreements”) with certain
institutional investors (collectively, the “PIPE Investors”). The
PIPE Investors include certain existing equity holders of Sema4,
some of whom own more than 5% of the outstanding shares of Company
Class A common stock and some of whom are affiliated with Sema4’s
directors. Pursuant to,
and on the terms and subject to the conditions of,
the Subscription Agreements, Sema4 agreed to issue and sell to the
PIPE Investors, in private placements to close substantially
concurrently with the Closing, an aggregate of 50 million shares of
Company Class A common stock at $4.00 per share, for an aggregate
gross purchase price of $200 million (the “PIPE Investment,” and
together with the Acquisition, the “Transactions”), before fees and
expenses. The Subscription Agreements provide for certain customary
registration rights for the PIPE Investors. The Subscription
Agreements will terminate with no further force and effect upon the
earliest to occur of: (a) such date and time as the Merger
Agreement is terminated in accordance with its terms; (b) upon the
mutual written agreement of the parties to such Subscription
Agreement; (c) if any of the conditions to closing of the PIPE
Investment set forth in Section 2 of the Subscription Agreement are
not satisfied (or waived, to the extent waivable) on or prior to
the earlier of the closing date of the Acquisition (the “Closing
Date”) or October 14, 2022 (the “Outside Date”), or become
incapable of being satisfied on or prior to the earlier of the
Closing Date or the Outside Date, and, as a result thereof, the
transactions contemplated by the
Subscription Agreements are not consummated at the closing of the
PIPE Investment, and (d) the Outside Date. Each Subscriber may, by
written notice to Sema4, extend the Outside Date beyond October 14,
2022.
In addition, certain existing equity holders of Sema4 have agreed
in their Subscription Agreements to certain covenants that are
substantially similar to the covenants set forth in the Support
Agreements (as defined below).
The foregoing description of the Subscription Agreements is subject
to and qualified in its entirety by reference to the full text of
the form of Subscription Agreement, a copy of which is attached as
Exhibit 10.1 hereto, and the terms of which are incorporated herein
by reference.
Shareholder Agreements
In connection with the entry into the Merger Agreement, Sema4
entered into Shareholder Agreements (each, a “Shareholder
Agreement”) with OPKO and certain stockholders of OPKO, pursuant to
which OPKO and such stockholders have agreed, respectively, to,
among other things, be subject to a lock-up period with respect to
the Lock-Up Shares (as defined therein), which will last from the
Closing until (a) in the case of the Stock Consideration issued at
the Closing, the date that is one (1) year from the Closing Date,
(b) if and to the extent earned, in the case of the stock portion
of the first Milestone Payment, the date that is one (1) year from
the date of issuance for such stock and (c) if and to the extent
earned, in the case of the second Milestone Payment, the date that
is six (6) months from the date of issuance for such stock (as
applicable, the “Lock-Up Period”). During this Lock-Up Period, the
holders of Lock-Up Shares may not transfer any Lock-Up Shares or
engage in any short sales or other hedging or derivative
transactions, subject to certain limited exceptions. Following such
Lock-Up Period, OPKO and such stockholders have agreed to dispose
of their Lock-Up Shares in a marketed sale process under certain
circumstances for so long as they continue to hold at least 5% of
the outstanding Company Class A common stock.
In addition, OPKO and such OPKO stockholders have further agreed to
certain standstill provisions whereby, subject to certain
exceptions, they are obligated to refrain from taking certain
actions with respect to Company Class A common stock. OPKO and such
stockholders of OPKO have also agreed to vote their shares in
accordance with the recommendations of the Board for so long as
they continue to hold at least 5% of the outstanding Company Class
A common stock. Further, Sema4 has also granted OPKO and such
stockholders certain customary shelf, piggyback and demand
registration rights that require Sema4 to register their Lock-Up
Shares for resale under the Securities Act of 1933, as amended (the
“Securities Act”).
The foregoing description of the Shareholder Agreements is subject
to and qualified in its entirety by reference to the full text of
the form of Shareholder Agreement, the form of which is attached as
Exhibit 10.2 hereto, and the terms of which are incorporated herein
by reference.
Support Agreements
On January 14, 2022, OPKO and Sema4 entered into Support Agreements
(the “Support Agreements”) with certain stockholders of Sema4
(including certain stockholders that own more than 5% of the
outstanding shares of Company Class A common stock and certain
entities affiliated with Sema4’s directors), whereby such
stockholders have agreed to, among other things, (a) vote at any
meeting of the stockholders of Sema4 all of their shares of Company
Class A common stock held of record: (i) to approve the issuance of
the Stock Consideration pursuant to Merger Agreement and the
issuance of the Company Class A common stock pursuant to the
Subscription Agreements; (ii) to approve the appointment of the
Specified Designees to the Board for terms that expire no earlier
than the end of the Second Milestone Period; (iii) to approve an
amendment to Sema4’s current Third Amended and Restated Certificate
of Incorporation to increase the authorized shares of Company Class
A common stock from 380,000,000 to 1,000,000,000; (iv) to approve
any other proposal included in the Proxy Statement that is
recommended by the Board as necessary to consummate the
Transactions; (v) to approve any proposal that is recommended by
the Board to adjourn the meeting to a later date, if there are not
sufficient affirmative votes (in person or by proxy) to obtain the
requested approvals on the date on which such meeting is held; and
(vi) against any and all other proposals that could reasonably be
expected to delay or impair the ability of Sema4 to consummate the
Transactions; (b) provide a proxy to Sema4 to vote such shares
accordingly (subject to the condition that a proxy statement has
been filed with the SEC and provided to the stockholders of Sema4);
(c) be bound by certain other
covenants and agreements related to the Transactions; and (d) be
bound by certain transfer restrictions with respect to all or a
percentage of their shares of Company Class A common stock, prior
to the meeting, in each case, on the terms and subject to the
conditions set forth in the Support Agreements.
The foregoing description of the Support Agreements is subject to
and qualified in its entirety by reference to the full text of the
form of Support Agreement, a copy of which is attached as Exhibit
10.3 hereto, and the terms of which are incorporated herein by
reference.
Lock-up Agreements
In connection with the PIPE Investment, certain investors entered
into lock-up agreements (the “Lock-up Agreements”) with Sema4.
Pursuant to the Lock-up Agreements, certain holders of Lock-Up
Shares (as defined therein) have agreed, among other things, to be
subject to a lock-up period which lasts from the execution of the
applicable Lock-Up Agreement until the date that is 180 days after
the signing of such Lock-Up Agreement (the “Lock-up Period”) in
respect of their Lock-Up Shares. During this lock-up period, the
holders of Lock-Up Shares are subject to certain transfer
restrictions in respect of their Lock-Up Shares, subject to certain
limited exceptions.
A copy of the form of Lock-up Agreement is filed with this Current
Report on Form 8-K as Exhibit 10.4 and is incorporated herein by
reference, and may include such changes as are negotiated between
the parties thereto. The foregoing description of the Lock-up
Agreement is not complete and is subject to, and qualified in its
entirety by, reference to the form thereof filed
herewith.
Cautionary Statement Regarding Forward Looking
Statements
This Current Report on Form 8-K contains certain forward-looking
statements within the meaning of the federal securities laws with
respect to the proposed transactions, including statements
regarding the anticipated benefits of the transaction, the
anticipated timing of the Transactions, expansion plans, projected
future results and market opportunities of Sema4. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this Current Report, including but
not limited to: (i) the risk that the Transactions may not be
completed in a timely manner or at all, which may adversely affect
the price of Sema4’s securities, (ii) the risk that the
Transactions may not be completed by the Outside Date and the
potential failure to obtain an extension of the Outside Date if
sought by Sema4, (iii) the failure to satisfy the conditions to the
consummation of the Transactions, including approval by the
stockholders of Sema4 of the issuance of the Stock Consideration
pursuant to the Merger Agreement, the satisfaction of the Required
Consent Condition, the satisfaction of the Pre-Closing
Restructuring Condition and the other conditions specified in the
Merger Agreement, (iv) the inability of Sema4 to complete the PIPE
Investment in connection with the Transactions and the fact that
Sema4’s obligation to consummate the Mergers is not conditioned on
the completion of the PIPE Investment, (v) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Merger Agreement, (vi) the effect of the
announcement or pendency of the Transactions on Sema4’s or GeneDx’s
business relationships, operating results and business generally,
(vii) risks that the Transactions disrupt current plans and
operations of Sema4 or GeneDx and potential difficulties in Sema4
or GeneDx employee retention as a result of the Transactions,
(viii) the outcome of any legal proceedings that may be instituted
against Sema4 or GeneDx related to the Merger Agreement or the
Transactions, (ix) the ability to maintain the listing of Sema4’s
securities on the Nasdaq Global Select Market, (x) the price of
Sema4’s securities may be volatile due to a variety of factors,
including changes in the competitive and highly regulated
industries in which Sema4 and GeneDx operate, variations in
operating performance across competitors, and changes in laws and
regulations affecting Sema4’s or GeneDx’s business, (xi) the
ability to implement business plans, forecasts, and other
expectations after the completion of the Transactions, and identify
and realize additional opportunities, (xii) the risk of downturns
and a changing regulatory landscape in the highly competitive
healthcare industry and (xiii) the size and growth of the markets
in which each of Sema4 and GeneDx operates. The foregoing list of
factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of Sema4’s Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2021, filed with
the SEC on November 15, 2021 and other documents filed by Sema4
from time to time with the SEC. These filings identify
and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and GeneDx and Sema4
assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither GeneDx nor Sema4 gives any
assurance that either GeneDx or Sema4 or the combined company will
achieve its expectations.
Additional Information and Where to Find It /
Non-Solicitation
In connection with the proposed transactions, Sema4 intends to file
a proxy statement with the SEC. The proxy statement will be sent to
the stockholders of Sema4. The Company also will file other
documents regarding the proposed transactions with the SEC. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO
READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR
THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTIONS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors
and security holders will be able to obtain free copies of the
proxy statement and all other relevant documents filed or that will
be filed with the SEC by Sema4 through the website maintained by
the SEC at www.sec.gov.
The documents filed by the Company with the SEC also may be
obtained free of charge at the Company’s investor relations portion
of its website at www.sema4.com or upon written request to the
Company, 333 Ludlow Street, North Tower, 8th Floor, Stamford,
Connecticut, 06902.
Participants in Solicitation
The Company and GeneDx and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders in connection with the
proposed transactions. Information about the Company’s directors
and executive officers and their ownership of the Company’s
securities is set forth in the Company’s filings with the SEC. To
the extent that holdings of the Company’s securities have changed
since the amounts printed in the Company’s Registration Statement
on Form S-1 (File No. 333-258467), such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. A list of the names of such directors and executive
officers and information regarding their interests in the
Acquisition will be contained in the proxy statement when
available. You may obtain free copies of these documents as
described in the preceding paragraph.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation
of a proxy, consent or authorization with respect to any securities
or in respect of the Acquisition. This Current Report on Form 8-K
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Item
3.02. Unregistered
Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference herein. The shares of
Company Class A common stock to be issued pursuant to the Merger
Agreement and the Subscription Agreements and the transactions
contemplated thereby will not be registered under the Securities
Act, and will be issued in reliance on the exemption from
registration requirements thereof provided by Section 4(a)(2) of
the Securities Act and/or Regulation D promulgated thereunder as a
transaction by an issuer not involving a public offering. OPKO and
the investors in the PIPE Investment have represented their
respective intentions to acquire the shares for investment only and
not with a view to or for sale in connection with any distribution,
and appropriate restrictive legends will be affixed to the
certificates representing all of the shares issued in the
Acquisition and the PIPE Investment (or reflected in restricted
book entry with the Company’s transfer agent). The parties also had
adequate access, through business or other relationships, to
information about the Company.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
In connection with the Transactions, on January 14, 2022, the Board
approved the appointment of Jason Ryan, a current director of the
Company, as the Executive Chairperson of the Board, with such
appointment to become effective as of January 18,
2022.
In addition, in connection with the Transactions, effective as of
January 14, 2022, Keith Meister was appointed to the Board as a
director of the Company (the “Director Appointment”). Following the
Director Appointment, the Board consists of a total of ten
directors, with Eli D. Casdin, Joshua Ruch and Michael Pellini as
Class I directors of the Company whose terms expire at the
Company’s 2022 annual meeting of stockholders; Rachel Sherman, Eric
Schadt, Nat Turner and Dennis Charney as Class II directors of the
Company whose terms expire at the Company’s 2023 annual meeting of
stockholders; and Emily Leproust, Jason Ryan and Keith Meister as
Class III directors of the Company whose terms expire at the
Company’s 2024 annual meeting of stockholders. In connection with
Mr. Meister’s appointment to the Board, he entered into an
indemnification agreement with the Company in the form previously
filed as Exhibit 10.4 to Sema4’s Current Report on Form 8-K filed
with the SEC on July 28, 2021 (the “July 28, 2021 8-K”). In
connection with the appointment of Mr. Ryan as the Executive
Chairperson of the Board, Mr. Ryan stepped down from his role as
Chairperson of the audit committee and Mr. Meister was appointed to
serve as the Chairperson of the audit committee.
There is no arrangement or understanding between Mr. Meister and
any other persons pursuant to which Mr. Meister was selected as a
director, and, except as described herein, there are no related
party transactions involving Mr. Meister that are reportable under
Item 404(a) of Regulation S-K, other than through his role as
manager of Corvex Management LP (“Corvex”), a stockholder of the
Company, and his former role as a member of the board of managers
of CMLS Holding LLC (the “Former Sponsor”). The Company’s prior
transactions with Corvex and the Former Sponsor are described under
“Certain Relationships and Related Party Transactions”
beginning
on page 304 of the Company’s definitive proxy statement filed with
the SEC on July 2, 2021, which description is incorporated herein
by reference. In addition, Corvex has entered into a Subscription
Agreement and a Support Agreement in connection with the
Transactions. Further, Mr. Meister will receive compensation for
his service on the Board consistent with the Company's standard
compensation arrangements for non-employee directors.
The foregoing description of the form of indemnification agreement
does not purport to be complete and is qualified in its entirety by
reference to the full text of the form of indemnification
agreement, a copy of which is attached as Exhibit 10.4 to the
July
28, 2021 8-K and is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description |
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Agreement and Plan of Merger and Reorganization, dated as of
January 14, 2022, by and among, Orion Merger Sub I, Inc., Orion
Merger Sub II, LLC, GeneDx, Inc., GeneDx Holding 2, Inc. and OPKO
Health, Inc.
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*
The schedules and exhibits to the Agreement and Plan of Merger and
Reorganization have been omitted from this filing pursuant to Item
601(a)(5) of Regulation S-K. Sema4 will furnish copies of any such
schedules and exhibits to the Securities and Exchange Commission
upon request.
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