Fair Value Measurements | Fair Value Measurements The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis: March 31, 2024 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 75,334 $ 75,334 $ — $ — U.S. treasury bonds 5,929 — 5,929 — Corporate and municipal bonds 23,028 — 23,028 — Total financial assets $ 104,291 $ 75,334 $ 28,957 $ — Financial Liabilities: Public warrant liability $ 905 $ 905 $ — $ — Private warrant liability 414 — 414 — Perceptive warrant liability 7,517 — — 7,517 Total financial liabilities $ 8,836 $ 905 $ 414 $ 7,517 December 31, 2023 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 92,702 $ 92,702 $ — $ — U.S. treasury bonds 6,128 — 6,128 — Corporate and municipal bonds 24,098 — 24,098 — Total financial assets $ 122,928 $ 92,702 $ 30,226 $ — Financial Liabilities: Public warrant liability $ 149 $ 149 $ — $ — Private warrant liability 71 — 71 — Perceptive warrant liability 2,515 — — 2,515 Total financial liabilities $ 2,735 $ 149 $ 71 $ 2,515 There were no transfers between Level 1, Level 2 and Level 3 during the three months ended March 31, 2024 or 2023. The Company’s marketable securities presented in the condensed consolidated balance sheet as of March 31, 2024 have maturity dates ranging from 2024 through 2027 and are classified as current assets as these investments are intended to be readily available to fund current operations. The differences between the fair value and amortized cost basis of each security are the unrealized gains or losses recorded in accumulated other comprehensive income. As of March 31, 2024, the amortized cost for maturities less than one year and greater than one year were $15.1 million and $13.5 million, respectively. Public and Private Warrants As of the consummation of the merger in July 2021 in connection with the Business Combination, there were 666,516 warrants to purchase shares of Class A common stock outstanding, including 447,223 public warrants and 219,293 private placement warrants. As of March 31, 2024, there were 666,515 warrants to purchase shares of Class A common stock outstanding, including 457,323 public warrants and 209,192 private placement warrants outstanding. Each warrant expires 5 years after the Business Combination or earlier upon redemption or liquidation, and entitles the holder to purchase one share of Class A common stock at an exercise price of $379.50 per share, subject to adjustment, at any time commencing on September 4, 2021. The Company may redeem the outstanding public warrants if the price per share of the Class A common stock equals or exceeds $594.00 as described below: • in whole and not in part; • at a price of $0.33 per public warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $594.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to warrant holders. The Company may redeem the outstanding public warrants if the price per share of the common stock equals or exceeds $330.00 as described below: • in whole and not in part; • at $3.30 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the common stock; • if, and only if, the closing price of the Class A common stock equals or exceeds $330.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $594.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The private placement warrants were issued to CMLS Holdings, LLC, Mr. Munib Islam, Dr. Emily Leproust and Mr. Nat Turner, and are identical to the public warrants underlying the units sold in the initial public offering, except that (1) the private placement warrants and the common stock issuable upon the exercise of the private placement warrants would not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the private placement warrants are exercisable on a cashless basis, (3) the private placement warrants are non-redeemable (except as described above, upon a redemption of warrants when the price per share of Class A common stock equals or exceeds $330.00) so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the private placement warrants and the common stock issuable upon the exercise of the private placement warrants have certain registration rights. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. For the three months ended March 31, 2024, a loss of $1.1 million was recorded within the change in fair value of warrants and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss. The change in fair value of the warrants for the three months ended March 31, 2023 was nominal. Perceptive Warrant O n October 27, 2023 (the “Closing Date”), the Company entered into a Credit Agreement and Guaranty (the “Credit Agreement”) with Perceptive Credit Holdings IV, LP, as lender and administrative agent (“Perceptive”), which provides for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $75.0 million (the “Perceptive Term Loan Facility”). As consideration for the Credit Agreement, the Company issued to Perceptive a warrant to purchase up to 1,200,000 shares (the “Perceptive Warrant”) of its Class A common stock. 800,000 warrant shares (the “Initial Warrant Shares”) vested and became exercisable on the Closing Date and 400,000 warrant shares (the “Additional Warrant Shares” and together with the Initial Warrant Shares, the “Warrant Shares”) will potentially vest and become exercisable on the Tranche B Borrowing Date, as defined in Note 8, “ Long-Term Debt ” included within this Quarterly Report. The Perceptive Warrants are classified within Level 3 of the fair value hierarchy. The key assumptions utilized in determining the valuation of the Perceptive Warrants as of March 31, 2024 and December 31, 2023 were as follows: March 31, 2024 December 31, 2023 Stock price $9.13 $2.75 Exercise price $3.18 $3.18 Expected volatility 110.0% 110.0% Expected term (in years) 9.6 9.8 Risk-free interest rate 4.20% 3.88% Dividend yield — — The fair value of the Perceptive Warrants as of March 31, 2024 and December 31, 2023 was $7.5 million and $2.5 million, respectively. For the three months ended March 31, 2024, a loss of $5.0 million was recorded within the change in fair value of warrants and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss based on re-measurement performed as of the period end date. Contingent Consideration (Legacy GeneDx) In connection with the Acquisition, up to $150.0 million of contingent payments was to be payable to OPKO Health, Inc. (“OPKO”), based upon achievement of 2022 and 2023 revenue milestones (the “Milestone Payments”) pursuant to the merger agreement (the “Acquisition Merger Agreement”). The first Milestone Payment was paid out in full in April 2023 and the second Milestone Payment was valued at zero as the milestone was not met during fiscal year 2023. During the three months ended March 31, 2023, a loss of $3.4 million was recorded within the change in fair market value of warrant and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss. Connecticut Department of Economic and Community Development Funding Commitment The Company’s loan from the Connecticut Department of Economic and Community Development (“DECD”) is classified within Level 2 of the fair value hierarchy. The loan was recorded at its carrying value of $6.3 million as of March 31, 2024 and December 31, 2023, with $0.8 million recorded in other current liabilities on the condensed consolidated balance sheets at March 31, 2024. The fair value of the loan as of March 31, 2024 was $5.1 million, which is estimated based on discounted cash flows using the yields of similar debt instruments of other companies with similar credit profiles. |