Sema4 Holdings Corp. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Retail: Computer Software & Peripheral Equipment
Technology
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): July 21, 2023
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(800 ) 298-6470
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 21, 2023, the Board of Directors (the “Board”) of GeneDx Holdings Corp. (the “Company”) adopted the 2023 Equity Inducement Plan (the “Equity Inducement Plan”) and, subject to the adjustment provisions of the Equity Inducement Plan, reserved 500,000 shares of the Company’s Class A common stock for issuance pursuant to equity awards to be granted under the Equity Inducement Plan.
The Equity Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Equity Inducement Plan provides for the grant of nonstatutory stock options, restricted stock units, and other types of equity-based incentive compensation. The terms and conditions of the Equity Inducement Plan are substantially similar to the Company’s amended and restated 2021 Equity Incentive Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement award rules. On July 21, 2023, the Board also adopted forms of award agreements for use with the Equity Inducement Plan.
In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, the only persons eligible to receive grants of equity awards under the Equity Inducement Plan are individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company.
The above description of the Equity Inducement Plan and the award agreements thereunder is not complete and is qualified in its entirety by reference to the text of the Equity Inducement Plan and its forms of award agreements, complete copies of which are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No | Description | ||||
| 10.1 | |||||
| 10.2 | |||||
| 10.3 | |||||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | ||||
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.
| GeneDx Holdings Corp. | |||||||||||
| Date: | July 24, 2023 | By: | /s/ Devin Schaffer | ||||||||
| Name: | Devin Schaffer | ||||||||||
| Title: | General Counsel | ||||||||||