As filed with the Securities and Exchange Commission on February 20, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENEDX HOLDINGS CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware85-1966622
(State or Other Jurisdiction
of Incorporation or Organization)
(I.R.S. Employer
Identification No.)

333 Ludlow Street, North Tower, 6th Floor
Stamford, Connecticut 06902
(Address of Principal Executive Offices) (Zip Code)
GENEDX HOLDINGS CORP. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN
GENEDX HOLDINGS CORP. 2021 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)

Katherine Stueland
Chief Executive Officer
333 Ludlow Street, North Tower, 6th Floor
Stamford, Connecticut 06902
(Name and Address of Agent For Service)
(888) 729-1206
(Telephone Number, including area code, of agent for service)
Copies to:
Ethan Skerry
Per B. Chilstrom
Fenwick & West LLP
902 Broadway
New York, New York 10010
(212) 430-2600

Kevin Feeley
Chief Financial Officer
GeneDx Holdings Corp.
333 Ludlow Street, North Tower, 6th Floor
Stamford, Connecticut 06902
(888) 729-1206


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Smaller reporting company ☒
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 7(a)(2)(B) of the Securities Act. ☐







REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, GeneDx Holdings Corp., a Delaware corporation (the “Registrant”), is filing this registration statement on Form S-8 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register (a) 1,400,827 additional shares of Class A common stock (“Class A Common Stock”) available for issuance under the GeneDx Holdings Corp. Amended and Restated 2021 Equity Incentive Plan (the “2021 EIP”), pursuant to the evergreen provisions of the 2021 EIP providing for an annual 5% automatic increase in the number of shares reserved for issuance under the 2021 EIP, and (b) 280,165 additional shares of Class A Common Stock available for issuance under the GeneDx Holdings Corp. 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the evergreen provisions of the 2021 ESPP providing for an annual 1% automatic increase in the number of shares reserved for issuance under the 2021 ESPP.

In accordance with General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registrant’s prior registration statements on Form S-8 filed with the Commission on September 27, 2021 (Registration No. 333-259815) (the “First Prior Registration Statement”), January 25, 2022 (Registration No. 333-262338) (including the reoffer prospectus contained therein (which reoffer prospectus superseded and replaced the reoffer prospectus contained in the First Prior Registration Statement), the “Second Prior Registration Statement”), January 9, 2023 (Registration No. 333-269165) (the “Third Prior Registration Statement”), April 25, 2023 (Registration No. 333-271432) (the “Fourth Prior Registration Statement”), August 8, 2023 (Registration No. 333-273797) (the “Fifth Prior Registration Statement”), February 26, 2024 (Registration No. 333-277339) (the “Sixth Prior Registration Statement”), except to the extent supplemented, amended or superseded by the information set forth herein.





































PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by GeneDx Holdings Corp. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a)    the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 20, 2025;
(b)    the Registrant’s Current Report on Form 8-K filed with the Commission on January 2, 2025 (but only with respect to Item 5.02 and Exhibit 10.1 thereto); and

(c)     the description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on August 31, 2020, as updated by the description of the Registrant’s Class A Common Stock contained in Exhibit 4.4 to the Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 16, 2023, including any subsequent amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except that information furnished to the Commission under Item 2.02 or Item 7.01 in Current Reports on Form 8-K and any exhibit relating to such information, shall not be deemed to be incorporated by reference in this Registration Statement.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
























Item 8. Exhibits.
Exhibit
Number
Incorporated by Reference
Filed
Herewith
Exhibit DescriptionFormFile No.ExhibitFiling Date
4.18-K001-394823.1July 28, 2021
4.28-K001-394823.1May 2, 2022
4.38-K001-394823.1January 9, 2023
4.48-K001-394823.1April 28, 2023
4.58-K001-394823.2January 9, 2023
5.1X
23.1X
23.2X
24.1Power of Attorney (included on the signature page of this Registration Statement)X
99.18-K001-3948210.1April 17, 2023
99.28-K001-3948210.6July 28, 2021
99.38-K001-3948210.7July 28, 2021
99.48-K001-3948210.9July 28, 2021
107X










SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on the twentieth day of February, 2025.


GeneDx Holdings Corp.
By:
/s/ Katherine Stueland
Katherine Stueland
Chief Executive Officer















POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Katherine Stueland, Kevin Feeley and Heidi Chen, and each or any one of them, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution and resubstitution and full power to act without the other, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Katherine StuelandChief Executive Officer and DirectorFebruary 20, 2025
Katherine Stueland(Principal Executive Officer)
/s/ Kevin FeeleyChief Financial OfficerFebruary 20, 2025
Kevin Feeley(Principal Financial Officer)
/s/ Jason RyanChairman of the BoardFebruary 20, 2025
Jason Ryan
/s/ Eli D. CasdinDirectorFebruary 20, 2025
Eli D. Casdin
/s/ Emily LeproustDirectorFebruary 20, 2025
Emily Leproust
/s/ Keith MeisterDirectorFebruary 20, 2025
Keith Meister
/s/ Joshua RuchDirectorFebruary 20, 2025
Joshua Ruch
/s/ Richard Pfenninger, Jr.DirectorFebruary 20, 2025
Richard Pfenninger, Jr.




Exhibit 107
Calculation of Filing Fee Table

Form S-8
(Form Type)

GeneDx Holdings Corp.
(Exact name of Registrant as Specified in its Charter)

Table 1 - Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation Rule
Amount Registered(1)
Proposed Maximum Offering Price Per ShareMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityClass A common stock, $0.0001 par value per share
Rule 457(c) and Rule 457(h)
1,400,827 (2)
$76.4700(3)
$107,121,240.69$0.00015310$16,400.26
EquityClass A common stock, $0.0001 par value per share
Rule 457(c) and Rule 457(h)
280,165(4)
$64.9995(5)
$18,210,584.92$0.00015310$2,788.04
Total Offering Amounts$125,331,825.6119,188.30
Total Fee Offsets—
Net Fee Due19,188.30

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Class A common stock of GeneDx Holdings Corp. (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the Registrant’s outstanding shares of Class A common stock.
(2)Represents additional shares of the Registrant’s Class A common stock to be registered and available for grant under its Amended and Restated 2021 Equity Incentive Plan (the “2021 EIP”) resulting from the automatic 5% annual increase in the number of authorized shares reserved and available for issuance under the 2021 EIP.    
(3)Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $76.4700 was computed by averaging the high and low prices of a share of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on February 14, 2025.
(4)Represents additional shares of the Registrant’s Class A common stock to be registered and available for grant under its 2021 Employee Stock Purchase Plan (the “2021 ESPP”) resulting from the automatic 1% annual increase in the number of authorized shares reserved and available for issuance under the 2021 ESPP.
(5)Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $64.9995 was computed by averaging the high and low prices of a share of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on February 14, 2025, multiplied by 85% pursuant to the purchase price terms of the 2021 ESPP.

image_0a.jpg

Exhibit 5.1
February 20, 2025

GeneDx Holdings Corp.
333 Ludlow Street, North Tower, 6th Floor
Stamford, Connecticut 06902

Re: Registration Statement on Form S-8

Ladies and Gentlemen:
As counsel to GeneDx Holdings Corp., a Delaware corporation (the “Company”), we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about February 20, 2025 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 1,680,992 shares (the “Shares”) of the Company’s Class A Common Stock, $0.0001 par value per share (the “Common Stock”), subject to issuance by the Company (a) upon exercise or settlement of awards to be granted under the Company’s Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to the provision of the 2021 Plan providing for an automatic annual increase in the number of shares reserved and available for issuance under the 2021 Plan and (b) upon exercise of purchase rights to acquire shares of Common Stock to be granted under the Company’s 2021 Employee Stock Purchase Plan (the “Purchase Plan” and, together with the 2021 Plan, the “Plans”) pursuant to the provision of the Purchase Plan providing for an automatic annual increase in the number of shares reserved and available for issuance under the Purchase Plan.
As to matters of fact relevant to the opinions rendered herein, we have examined such documents, certificates and other instruments which we have deemed necessary or advisable, including a certificate addressed to us and dated the date hereof executed by the Company. We have not undertaken any independent investigation to verify the accuracy of any such information, representations or warranties or to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below. We have not considered parol evidence in connection with any of the agreements or instruments reviewed by us in connection with this letter.
In our examination of documents for purposes of this letter, we have assumed, and express no opinion as to, the genuineness and authenticity of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, that each document is what it purports to be, the conformity to originals of all documents submitted to us as copies or facsimile copies, the absence of any termination, modification or waiver of or amendment to any document reviewed by us (other than as has been disclosed to us), the legal

GeneDx Holdings Corp.
February 20, 2025
Page 2

competence or capacity of all persons or entities (other than the Company) executing the same and (other than the Company) the due authorization, execution and delivery of all documents by each party thereto. We have also assumed the conformity of the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), except for required EDGAR formatting changes, to physical copies submitted for our examination.
The opinions in this letter are limited to the existing General Corporation Law of the State of Delaware now in effect. We express no opinion with respect to any other laws.
Based upon, and subject to, the foregoing, it is our opinion that the Shares, when issued and sold by the Company in accordance with the terms (including, without limitation, payment and authorization provisions) of the applicable Plan and the applicable form of award agreement thereunder, against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share), and duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

GeneDx Holdings Corp.
February 20, 2025
Page 3

This opinion is intended solely for your use in connection with the issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.
Very truly yours,
/s/ Fenwick & West LLP
FENWICK & WEST LLP

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the GeneDx Holdings Corp. Amended and Restated 2021 Equity Incentive Plan and GeneDx Holdings Corp. 2021 Employee Stock Purchase Plan of our report dated February 20, 2025, with respect to the consolidated financial statements of GeneDx Holding Corp. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP
New York, New York
February 20, 2025



GeneDx (NASDAQ:WGSWW)
Graphique Historique de l'Action
De Jan 2025 à Fév 2025 Plus de graphiques de la Bourse GeneDx
GeneDx (NASDAQ:WGSWW)
Graphique Historique de l'Action
De Fév 2024 à Fév 2025 Plus de graphiques de la Bourse GeneDx