M&A - GeneDx Holdings Corp.

Form Type: 8-K

Filing Date: 2025-04-16

Corporate Action: Merger

Type: New

Accession Number: 000181833125000057

Filing Summary: On April 15, 2025, GeneDx Holdings Corp. entered into an Agreement and Plan of Merger with Project Flare Merger Sub, Inc. and Fabric Genomics, Inc. This agreement outlines the acquisition of Fabric Genomics through a merger, with Fabric Genomics becoming a wholly-owned subsidiary of GeneDx. The total consideration for this acquisition is approximately $33.0 million in cash at closing, subject to customary purchase price adjustments. An additional potential payment of $10.5 million is contingent upon Fabric Genomics achieving certain financial milestones, including gross revenue of at least $6.0 million and a gross margin of 69% for the fiscal year ending December 31, 2025. A second potential payment of $7.5 million is also tied to similar performance metrics for the year ending December 31, 2026. The company issued a press release on April 16, 2025, concerning this merger agreement, which aims to provide strategic benefits and growth opportunities for both companies involved. The document also includes forward-looking statements regarding the anticipated outcomes of the merger and associated risks.