0001818331false12/3100018183312022-04-292022-04-290001818331us-gaap:CommonStockMember2022-04-292022-04-290001818331us-gaap:WarrantMember2022-04-292022-04-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of Report (date of earliest event reported):
May 2, 2022
(April 29, 2022)
Sema4 Holdings Corp.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39482 |
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85-1966622
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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333 Ludlow Street, North Tower, 8th Floor
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06902
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Stamford, |
Connecticut |
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(Address of Principal Executive Offices)
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(Zip Code)
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(800) 298-6470
Registrant's telephone number, including area code
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Class A common stock, par value $0.0001 per share |
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SMFR |
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The Nasdaq Global Select Market |
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Warrants to purchase one share of Class A common stock, each at an
exercise price of $11.50 per share |
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SMFRW |
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The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.☐
Introductory Note
As previously announced, on January 18, 2022, Sema4 Holdings Corp.
(the “Company” or “Sema4”) entered into an Agreement and Plan of
Merger and Reorganization dated January 14, 2022 (as amended, the
“Merger Agreement”), by and among the Company, GeneDx, Inc.
(“GeneDx”), a wholly-owned subsidiary of OPKO Health, Inc.
(“OPKO”), OPKO, Orion Merger Sub I, Inc. (“Merger Sub I”), a
wholly-owned subsidiary of the Company, Orion Merger Sub II, LLC
(“Merger Sub II” and together with Merger Sub I, “Merger Subs”), a
wholly-owned subsidiary of the Company, and GeneDx Holding 2, Inc.
(“Holdco”), which provided for, among other things, the Company’s
acquisition of GeneDx. The transactions contemplated by the Merger
Agreement, including the Mergers (as defined below), are referred
to herein as the “Acquisition”. On April 29, 2022 (the “Closing
Date”), following approvals by the stockholders of the Company at a
special meeting held on April 27, 2022 (the “Special Meeting”), the
Mergers were consummated (the “Closing”) and the Company took
various other actions, as discussed further below.
Item
1.01. Entry
into a Material Definitive Agreement.
Transition Services Agreement
In connection with the Closing, GeneDx and OPKO entered into a
Transition Services Agreement dated as of April 29, 2022 (the
“Transition Services Agreement”) pursuant to which OPKO has agreed
to provide, at cost, certain services in support of the acquisition
of the GeneDx business through December 31, 2022, subject to
certain limited exceptions, in order to facilitate the transactions
contemplated by the Merger Agreement, including human resources,
information technology support, and finance and
accounting.
The foregoing description of the Transition Services Agreement and
the transactions contemplated thereby is not complete and is
subject to, and qualified in its entirety by reference to the
Transition Services Agreement, a copy of which is included as
Exhibit 10.1 to this Report.
Item 2.01. Completion
of Acquisition or Disposition of Assets.
On April 29, 2022, pursuant to the Merger Agreement, Merger
Sub I merged with and into HoldCo (the “First Merger”), with HoldCo
being the surviving entity of the First Merger and following the
First Merger, HoldCo merged with and into Merger Sub II, with
Merger Sub II being the surviving entity of this second merger (the
“Second Merger” and, together with the First Merger, the
“Mergers”).
Pursuant to the terms of the Merger Agreement, each share of HoldCo
common stock issued and outstanding immediately prior to the First
Merger Effective Time (as defined in the Merger Agreement) was
cancelled and automatically
converted into the right to receive
the following consideration
(such aggregate consideration, the “Merger
Consideration”), with OPKO receiving, subject to the Merger
Agreement’s escrow fund provisions described above, (i) $150
million in cash, subject to adjustment at Closing pursuant to the
terms of the Merger Agreement (the “Cash Consideration”) and (ii)
80 million shares of the Company’s Class A common stock (the “Stock
Consideration”). OPKO will also be entitled to receive, if and only
to the extent payable, up to $150 million if certain revenue-based
milestones are achieved for each of the fiscal years ended December
31, 2022 and December 31, 2023 (the “Milestone Payments”). As
previously disclosed, 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 the Company’s Class A common stock (valued at $4.86 per
share based on the average of the daily volume average weighted
price of the Class A common stock over the period of 30 trading
days ended January 12, 2022), with such mix to be determined in the
Company’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 parties have also provided for an indemnification escrow
consisting of a mix of cash and shares of the Company’s Class A
common stock for certain indemnifiable matters pursuant to the
terms of, and subject to the applicable limitations set forth in,
the Merger Agreement.
The description of the Merger Agreement and related transactions
(including, without limitation, the Mergers) in this Report does
not purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Merger Agreement,
which is attached as Exhibit 2.1 hereto and is incorporated herein
by reference.
Item
3.02. Unregistered
Sales of Equity Securities.
Concurrently with the Closing, , the Company issued and sold in
private placements an aggregate of 50,000,000 shares of the
Company’s Class A common stock to certain institutional investors
(the “PIPE Investors”) at $4.00 per share (the “PIPE Investment”)
pursuant to subscription agreements entered into on January 14,
2022 (collectively, the “PIPE Subscription Agreements”) as
previously disclosed on the Company’s Current Report on Form 8-K
filed on January 18, 2022 (the “January 18, 2022 8-K”) with the
Securities and Exchange Commission (the “SEC”).
This summary is qualified in its entirety by reference to the PIPE
Subscription Agreements, the form of which is attached as Exhibit
10.1 to the January 18, 2022 8-K and is incorporated herein by
reference.
The disclosure contained in Item 2.01 of this Report related to the
issuance of the Stock Consideration is also incorporated herein by
reference.
The Company issued the shares of Class A common stock pursuant to
the Acquisition and the PIPE Investment under
Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and/or Rule 506 of Regulation D
promulgated under the Securities Act, as a transaction by an issuer
not involving a public offering. OPKO and the PIPE Investors
represented their 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 were 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.
Effective as of April 29, 2022, Nat Turner resigned from his
position on the Board of Directors of the Company and all
committees thereof (the “Board of Directors” or the
“Board”).
As contemplated by the Merger Agreement, the Board expanded the
size of the Board of Directors to eleven (11) members effective as
of April 29, 2022, and in connection with the Special Meeting,
Katherine Stueland and Richard P. Pfenniger were each elected to
the Board of Directors as Class III directors effective as of April
29, 2022
to
serve until the 2024 annual meeting of stockholders, each until
such director’s respective successor is duly elected and qualified,
subject to such director’s earlier death, resignation,
disqualification or removal.
In connection with the Closing, Eric Schadt was appointed President
and Chief Research & Development Officer of the Company and
ceased serving as the Chief Executive Officer effective as of April
29, 2022. Dr. Schadt will remain as an executive officer and
director of the Company.
In addition, in connection with the Closing and effective as of
April 29, 2022, Katherine Stueland was appointed as Co-Chief
Executive Officer of the Company. Ms. Stueland has entered into an
employment agreement with the Company dated January 14, 2022, as
amended on April 29, 2022 (the “Stueland Employment Agreement”),
which provides for at-will employment and includes a base salary of
$675,000,
a discretionary incentive bonus opportunity with a target amount of
100% of the annual base salary, an initial grant of stock options
and restricted stock units with an aggregate grant-date value of
$9,000,000, and standard employee benefit plan
participation.
Pursuant to the Stueland Employment Agreement, if Ms. Stueland is
terminated without “cause” or resigns for “good reason” (as such
terms are defined in such employment agreement) other than in
connection with a change in control, she will be entitled to
receive 24 months of base salary continuation, 12 months of
continued coverage under the Company’s group health plans, and
accelerated vesting of a portion of her initial stock option grant,
subject to her execution of a release of claims. If instead such
termination occurs within the period commencing three months prior
to (or the date on which the Company has commenced engagement with
a change in control counterparty, if later) and ending 12 months
following a change in control, Ms. Stueland will be entitled to
receive 24 months of base salary continuation, a lump sum payment
equal to two times her target annual bonus, 24 months of continued
coverage under the Company’s group health plans, and accelerated
vesting of her outstanding equity-based compensation awards,
subject to her execution of a release of claims.
In addition, pursuant to the Stueland Employment Agreement, Ms.
Stueland agreed that, during the nine-month period following the
Closing, she will not: (i) sell, offer to sell, contract or agree
to sell, hypothecate, pledge, grant any option to purchase or
otherwise dispose of or agree to dispose of, directly or
indirectly, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), with respect to any shares of the Company’s
Class A common stock, (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic
consequences of ownership of any of such shares, in cash or
otherwise, or (iii) publicly announce any intention to effect any
transaction specified in clause (i) or (ii). The Stueland
Employment Agreement also includes restrictive covenants that would
prohibit Ms. Stueland from soliciting the Company’s employees and
exclusive consultants or competing with the Company during the
12-month period following her termination of employment. The
summary of the Stueland Employment Agreement is qualified in its
entirety by reference to the Stueland Employment Agreement, which
is attached as Exhibit 10.2 hereto and is incorporated herein by
reference.
Except as described in this Report, there is no arrangement or
understanding between Dr. Schadt or Ms. Stueland and any other
persons pursuant to which Dr. Schadt or Ms. Stueland was selected
as a director or officer or between Mr. Pfenniger and any other
persons pursuant to which Mr. Pfenniger was selected as a director,
and, except as described in this Report, there are no related party
transactions involving Dr. Schadt, Ms. Stueland or Mr. Pfenniger
that are reportable under Item 404(a) of Regulation S-K. The
Company’s transactions with Dr. Schadt are described under “Certain
Relationships and Related Party Transactions—Sema4 Related Party
Transactions” beginning on page 249 of
the Company’s definitive proxy statement filed with the SEC on
March 31, 2022 (the “Proxy Statement”), which descriptions are
incorporated herein by reference.
The Company’s transactions with OPKO, the former employer of Ms.
Stueland and where Mr. Pfenniger serves as a director, are
described under “The Acquisition—The Merger Agreement,” “The
Acquisition—Support Agreements” and “The Acquisition—Shareholder
Agreements” beginning
on pages 106, 134 and 135, respectively, of Proxy Statement, as
well as in the disclosure
contained in Item 1.01 of this Report,
which descriptions and disclosure are incorporated herein by
reference. Further, Mr. Pfenniger is expected to receive
compensation for his service on the Board consistent with the
Company's standard compensation arrangements for non-employee
directors. Such compensation arrangements are described under
“Executive Compensation of Sema4—Director
Compensation” beginning on page 226 of the Proxy Statement, which
description is incorporated herein by reference.
Mr. Pfenniger, as a non-employee director, was not appointed to
serve on any committee of the Board of Directors.
Each of Ms. Stueland and Mr. Pfenniger entered into an
indemnification agreement with the Company in the form previously
filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K
filed with the SEC on July 28, 2021 (the “July 28, 2021 8-K”). The
indemnification agreements provide, among other things, that the
Company will indemnify the director or executive officer, as
applicable, against any and all expenses incurred by that director
or executive officer because of his or her status as one of the
Company’s directors, executive officers, or other key employees, to
the fullest extent permitted by Delaware law, the Amended and
Restated Certificate of Incorporation (the “Certificate of
Incorporation”) and the Company’s bylaws.
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 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As previously disclosed, the Company’s stockholders voted and
approved, among other things, Proposal No. 4 – The Charter
Amendment Proposal, which is described in greater detail in the
Proxy Statement.
The Certificate of Amendment (the “Certificate of Amendment”) to
the Certificate of Incorporation to increase the authorized shares
of Class A common stock from 380,000,000 to 1,000,000,000 shares of
Class A common stock became effective immediately upon filing with
the Secretary of State of the State of Delaware on April 29,
2022.
A copy of the Certificate of Amendment is attached hereto as
Exhibit 3.1, and is incorporated herein by reference.
Item
7.01 Regulation
FD Disclosure.
On May 2, 2022, the Company issued a press release announcing that
it consummated the Acquisition. A copy of the press release is
furnished hereto as Exhibit 99.1 to this Report. The information in
this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Exchange Act, or
otherwise subject to liabilities under that section, and shall not
be deemed to be incorporated by reference into the filings of the
Company under the Securities Act or the Exchange Act, regardless of
any general incorporation language in such filings.
Item
8.01 Other
Events.
Amendment to the Merger Agreement
On
April 29, 2022, the Company, Merger Subs, GeneDx, Holdco and OPKO
entered into an immaterial amendment to the Merger Agreement (the
“Amendment”) in connection with the Closing to provide for the
Closing to be effective as of 11:59 pm Eastern Time on April 29,
2022. Other than as expressly modified by the Amendment, the Merger
Agreement remains in full force and effect as originally executed
on January 14, 2022.
The foregoing description of the Amendment is not complete and is
subject to, and qualified in its entirety by reference to the
Amendment, a copy of which is included as Exhibit 99.2 to this
Report.
Item
9.01 Financial
Statements and Exhibits.
(a)Financial
Statements of Businesses Acquired.
The audited combined carve out balance sheets of GeneDx and
subsidiary as of December 31, 2021 and 2020, the related audited
combined carve out statements of comprehensive loss, equity and
cash flows for each of the two years in the period ended December
31, 2021, and the related notes are included in the Proxy Statement
beginning on page F-41 and are incorporated herein by
reference.
In addition, the consent of Ernst & Young, LLP, Independent
Auditors for GeneDx, Inc., is attached as Exhibit 23.1 to this
Report.
(b)Pro
Forma Financial Information.
The unaudited pro forma combined financial information of the
Company giving effect to the Acquisition as of and for the year
ended December 31, 2021, and the related notes are attached as
Exhibit 99.3 to this Report and are incorporated herein by
reference.
(d)Exhibits.
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Incorporated by Reference |
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Exhibit
Number
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Description |
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Form |
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Exhibit |
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Filing Date |
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Filed Herewith |
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2.1*
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Agreement and Plan of Merger and Reorganization, dated as of
January 14, 2022, by and among, Sema4 Holdings Corp., Orion Merger
Sub I, Inc., Orion Merger Sub II, LLC, GeneDx, Inc., GeneDx Holding
2, Inc. and OPKO Health, Inc.
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DEFM
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Annex A |
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March 31, 2022
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3.1
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10.1*
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10.2
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99.1
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X |
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99.2
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Amendment to Agreement and Plan of
Merger and Reorganization, dated as of April 29, 2022, by and among, Sema4
Holdings Corp., Orion Merger Sub I, Inc., Orion Merger Sub II, LLC,
GeneDx, Inc., GeneDx Holding 2, Inc. and OPKO Health,
Inc.
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X |
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99.3
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X |
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23.1 |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
Document)
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X |
_______________
* The schedules and exhibits to this
exhibit 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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Sema4 Holdings Corp. |
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Date: |
May 2, 2022 |
By: |
/s/ Katherine Stueland |
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Name: |
Katherine Stueland |
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Title: |
Chief Executive Officer |
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