Fabric Genomics, Inc.

GAITHERSBURG, Md.--(BUSINESS WIRE)--GeneDx Holdings Corp. (Nasdaq: WGS), a leader in delivering improved health outcomes through genomic insights, today reported its financial results for the first quarter of 2025. “Healthcare is at an inflection point where integrating genomic insights into standard care is becoming essential – both for better clinical outcomes and for saving the healthcare system valuable dollars,” said Katherine Stueland, CEO of GeneDx. “The first quarter exceeded our expectations across all measures, headlined by 62% revenue growth in exome/genome and our third consecutive quarter of profitability, demonstrating the leverage in our business model to drive sustained, profitable growth. We are well positioned to transform genomic testing globally, driving improved outcomes on an even larger scale.” “Our business continued to exceed expectations, with volume growth accelerating throughout the quarter,” said Kevin Feeley, CFO of GeneDx. “Looking forward, the combination of continued core momentum, the rolling expansion of new indications in the outpatient setting, and the recent launch of a new ultraRapid genome product are expected to drive incremental volume growth opportunities throughout the remainder of 2025 and beyond.” First Quarter 2025 Financial Results (Unaudited)1 Revenues Revenues grew to $87.1 million, an increase of 42% year-over-year Exome and genome test revenue grew to $71.4 million, an increase of 62% year-over-year Exome and genome volume Exome and genome test results volume grew to 20,562, an increase of 24% year-over-year Exome and genome represented 40% of all test results, up from 30% in the first quarter of 2024 Gross margin Adjusted gross margin was 69%, compared to 61% in the first quarter of 2024 Total GAAP gross margin was 67%. Total GAAP gross margin was 67%. Operating expenses Adjusted total operating expenses were $52.3 million, or 60% of revenues in the first quarter of 2025, compared to 74% in the first quarter of 2024 Total GAAP operating expenses were $63.0 million. Total GAAP operating expenses were $63.0 million. Net Income Adjusted net income was $7.7 million compared to an adjusted net loss of $8.0 million in the first quarter of 2024 GAAP net loss was $6.5 million. GAAP net loss was $6.5 million. Cash position Cash, cash equivalents, marketable securities and restricted cash was $160.2 million as of March 31, 2025. Cash flow for the first quarter 2025 included: $4.1 million in cash generated from ordinary operations; and $13.9 million in proceeds, net of fees, from the issuance of 150,000 shares of Class A common stock in connection with sales pursuant to our “at-the-market” offering. $4.1 million in cash generated from ordinary operations; and $13.9 million in proceeds, net of fees, from the issuance of 150,000 shares of Class A common stock in connection with sales pursuant to our “at-the-market” offering. (1) Adjusted gross margin, adjusted total operating expenses and adjusted net loss are non-GAAP financial measures. See appendix for a reconciliation of GAAP to Non-GAAP figures presented. GeneDx Full Year 2025 Guidance GeneDx has updated its full year 2025 guidance. Management expects GeneDx to deliver: Revenues between $360 to $375 million for full year 2025, inclusive of $3 to $5 million in post-close revenue contribution from the planned acquisition of Fabric Genomics, assuming a second quarter 2025 close (previous guidance was revenues between $350 to $360 million); Growth in exome/genome volume and revenue of at least 30% (unchanged); Adjusted gross margins between 66%-68% (previous guidance was between 65%-67%); and Profitability with adjusted net income each quarter and for full year 2025 (unchanged). First Quarter 2025 Business Highlights Driving sustainable growth and market leadership Announced plans to acquire Fabric Genomics , which will accelerate GeneDx’s entry into a supplemental market of genomic medicine: decentralized testing with centralized intelligence. Announced ultraRapid Whole Genome Sequencing , offering accelerated, comprehensive and actionable genomic insights for neonatal and pediatric patients in the NICU and PICU in as soon as 48 hours. Launched Epic Aura , which seamlessly integrates GeneDx exome and genome testing into the native ordering and resulting workflows of many of the largest health systems across the country. Expanded commercial footprint for exome and genome testing with cerebral palsy (CP) as a new indication , underscoring the importance of improving access to exome and genome testing for patients with CP to shorten the diagnostic odyssey and accelerate the path to treatment. Expanded commercial footprint for exome and genome testing with Inborn Errors of Immunity (IEIs) as a new indication , empowering ordering clinicians with more accurate and comprehensive genetic insights to better treat this patient population. Accelerated adoption of exome and genome sequencing coverage by state Medicaid programs, bringing the total states covering exome or genome sequencing in the pediatric outpatient setting to 33 (New Mexico announced April 2025) and the total states covering rapid genome sequencing in the neonatal intensive care unit (NICU) to 14. Recognized by Fast Company as one of the world’s most innovative companies , honoring GeneDx’s innovative approach to accelerating genetic diagnosis and transforming the future of healthcare by ending the diagnostic odyssey. Advancing the field to accelerate market expansion Published data from the Seqfirst-neo study , a pioneering study conducted in partnership with Seattle Children’s and the University of Washington, revealing that widespread use of rapid genome sequencing (rGS) demonstrates that at least 60% of level IV NICU infants should be receiving rGS. Seqfirst-neo is the first study to use exclusion, rather than inclusion, criteria for which infants should receive genomic testing in the NICU, setting a new standard of care by enabling neonatologists to more easily identify patients to receive testing, and expanding access to patients who previously would not have been offered testing. 42% of diagnosed infants would have been missed using conventional NICU protocols (69% of whom were non-white), highlighting the limitations of current diagnostic approaches and the correlated inequity of care. Seqfirst-neo is the first study to use exclusion, rather than inclusion, criteria for which infants should receive genomic testing in the NICU, setting a new standard of care by enabling neonatologists to more easily identify patients to receive testing, and expanding access to patients who previously would not have been offered testing. 42% of diagnosed infants would have been missed using conventional NICU protocols (69% of whom were non-white), highlighting the limitations of current diagnostic approaches and the correlated inequity of care. Showcased key research and innovation at the 2025 American College of Medical Genetics (ACMG) Annual Meeting that demonstrated: The relative impact of RNAseq across a large cohort of clinically diverse patients receiving exome-based testing for rare diseases was low, and for most patients the key factors in clinically impactful VUS resolution are providing detailed and accurate clinical information, trio-based testing, and selecting a laboratory with an extensive clinical and genomic database. Parental needs during whole genome sequencing (WGS) are multifaceted and interconnected, with parents’ informational, emotional, and logistical needs all suggesting the importance of ongoing, empathetic engagement with healthcare providers. Parental feedback also highlighted the need for peer support from families with either similar genetic or clinical diagnoses or those similarly navigating the WGS process, emphasizing the role of patient advocacy in the diagnostic and treatment journey for children with developmental disorders. The results of the first 10,000 participants enrolled in the GUARDIAN study demonstrate the feasibility of screening for a targeted set of genes in a diverse newborn population with genomic newborn screening (gNBS). 74.0% of parents consented for their newborn to participate, highlighting the wide acceptance of more advanced and modernized newborn screening with gNBS. The relative impact of RNAseq across a large cohort of clinically diverse patients receiving exome-based testing for rare diseases was low, and for most patients the key factors in clinically impactful VUS resolution are providing detailed and accurate clinical information, trio-based testing, and selecting a laboratory with an extensive clinical and genomic database. Parental needs during whole genome sequencing (WGS) are multifaceted and interconnected, with parents’ informational, emotional, and logistical needs all suggesting the importance of ongoing, empathetic engagement with healthcare providers. Parental feedback also highlighted the need for peer support from families with either similar genetic or clinical diagnoses or those similarly navigating the WGS process, emphasizing the role of patient advocacy in the diagnostic and treatment journey for children with developmental disorders. The results of the first 10,000 participants enrolled in the GUARDIAN study demonstrate the feasibility of screening for a targeted set of genes in a diverse newborn population with genomic newborn screening (gNBS). 74.0% of parents consented for their newborn to participate, highlighting the wide acceptance of more advanced and modernized newborn screening with gNBS. Announced Multiscore , an advanced AI-powered decision support tool designed to revolutionize genetic analysis by improving diagnostic efficiency, streamlining workflows, and enhancing clinical insights. Through the combination of GeneDx’s industry leading proprietary dataset, publicly available data, and the power of AI, Multiscore enables faster, more accurate identification of genetic conditions, providing a scalable solution for clinical interpretation embedded directly within GeneDx’s platform, and reducing the time required for manual review by analysts, ultimately shortening the overall turnaround time for delivering results. Through the combination of GeneDx’s industry leading proprietary dataset, publicly available data, and the power of AI, Multiscore enables faster, more accurate identification of genetic conditions, providing a scalable solution for clinical interpretation embedded directly within GeneDx’s platform, and reducing the time required for manual review by analysts, ultimately shortening the overall turnaround time for delivering results. Webcast and Conference Call Details GeneDx will host a conference call today, April 30, 2025, at 8:30 a.m. Eastern Time. Investors interested in listening to the conference call are required to register online. A live and archived webcast of the event will be available on the “Events” section of the GeneDx investor relations website at https://ir.genedx.com/. Forward-Looking Statements This press release contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding our future performance and our market opportunity, including our expected full year 2025 reported revenue and volume guidance, adjusted gross margin and our adjusted net income in 2025. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) our ability to implement business plans, goals and forecasts, and identify and realize additional opportunities, (ii) the risk of downturns and a changing regulatory landscape in the highly competitive healthcare industry, (iii) the size and growth of the market in which we operate, (iv) our ability to pursue our new strategic direction, and (v) our ability to enhance our artificial intelligence tools that we use in our clinical interpretation platform. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 20, 2025 and other documents filed by us from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. We do not give any assurance that we will achieve our expectations. About GeneDx At GeneDx (Nasdaq: WGS), we believe that everyone deserves personalized, targeted medical care—and that it all begins with a genetic diagnosis. Fueled by one of the world’s largest rare disease data sets, our industry-leading exome and genome tests translate complex genomic data into clinical answers that unlock personalized health plans, accelerate drug discovery, and improve health system efficiencies. For more information, please visit genedx.com and connect with us on LinkedIn, Facebook, and Instagram. Volume & Revenue 1Q25 4Q24 3Q24 2Q24 1Q24 Volumes Whole exome, whole genome 20,562 20,676 19,262 18,017 16,592 Hereditary cancer 2,725 3,486 4,672 5,482 6,868 Other panels 28,228 30,115 35,095 34,204 31,763 Total 51,515 54,277 59,029 57,703 55,223 Revenue ($ millions) Whole exome, whole genome $ 71.4 $ 78.8 $ 60.0 $ 50.7 $ 44.0 Hereditary cancer 2.2 2.8 3.3 3.8 5.5 Other panels 12.1 12.3 13.8 13.3 10.7 Data information 1.4 1.4 (0.5 ) 1.1 1.3 Total $ 87.1 $ 95.3 $ 76.6 $ 68.9 $ 61.5 Unaudited Select Financial Information (in thousands) Three months ended March 31, 2025 Three months ended December 31, 2024 GeneDx Other1 Total GeneDx Other1 Total Revenue $87,115 $— $87,115 $95,286 $354 $95,640 Adjusted cost of services 27,396 — 27,396 28,384 — 28,384 Adjusted gross profit (loss) $59,719 $— $59,719 $66,902 $354 $67,256 Adjusted gross margin % 68.6% 68.6% 70.2% 70.3% Three months ended March 31, 2024 GeneDx Other1 Total Revenue $61,461 $961 $62,422 Adjusted cost of services 24,099 — 24,099 Adjusted gross profit (loss) $37,362 $961 $38,323 Adjusted gross margin % 60.8% 61.4% (1) Other represents revenue and costs in 2024 associated with the shut down Legacy Sema4 diagnostic testing business. Three months ended March 31, 2025 Reported Depreciation and amortization Stock-based compensation expense Restructuring costs Change in FV of warrants Other1 Adjusted Diagnostic test revenue $ 85,759 $ — $ — $ — $ — $ — $ 85,759 Other revenue 1,356 — — — — — 1,356 Total revenue 87,115 — — — — — 87,115 Cost of services 28,639 (1,075 ) (168 ) — — — 27,396 Gross profit 58,476 1,075 168 — — — 59,719 Gross margin 67.1 % 68.6 % Research and development 12,577 (372 ) (419 ) (28 ) — — 11,758 Selling and marketing 18,316 (1,225 ) (546 ) (16 ) — — 16,529 General and administrative 32,134 (3,006 ) (2,850 ) (514 ) — (1,784 ) 23,980 (Loss) profit from operations (4,551 ) 5,678 3,983 558 — 1,784 7,452 Interest expense, net (640 ) — — — — 640 — Other (expense) income, net (891 ) — — — 1,100 30 239 Income tax expense (447 ) — — — — 447 — Net (loss) income $ (6,529 ) $ 5,678 $ 3,983 $ 558 $ 1,100 $ 2,901 $ 7,691 Three months ended March 31, 2024 Reported Depreciation and amortization Stock-based compensation expense Restructuring costs Change in FV of warrants Other1 Adjusted Diagnostic test revenue $ 61,104 $ — $ — $ — $ — $ 61,104 Other revenue 1,318 — — — — — 1,318 Total revenue 62,422 — — — — — 62,422 Cost of services 25,011 (816 ) (48 ) (48 ) — — 24,099 Gross profit 37,411 816 48 48 — — 38,323 Gross margin 59.9 % 61.4 % Research and development 11,567 (196 ) 187 (103 ) — — 11,455 Selling and marketing 16,085 (1,225 ) 20 (400 ) — — 14,480 General and administrative 23,419 (3,011 ) 292 (292 ) — — 20,408 Loss from operations (13,660 ) 5,248 (451 ) 843 — — (8,020 ) Interest expense, net (597 ) — — — — 597 — Other (expense) income, net (6,064 ) — — — 6,101 — 37 Income tax benefit 82 — — — — (82 ) — Net loss $ (20,239 ) $ 5,248 $ (451 ) $ 843 $ 6,101 $ 515 $ (7,983 ) Three months ended December 31, 2024 Reported Depreciation and amortization Stock-based compensation expense Restructuring costs Change in FV of warrants Other1 Adjusted Diagnostic test revenue $ 94,196 $ — $ — $ — $ — $ — $ 94,196 Other revenue 1,444 — — — — — 1,444 Total revenue 95,640 — — — — — 95,640 Cost of services 29,435 (928 ) (123 ) — — — 28,384 Gross profit 66,205 928 123 — — — 67,256 Gross margin 69.2 % 70.3 % Research and development 11,588 (294 ) (495 ) (13 ) — — 10,786 Selling and marketing 17,676 (1,225 ) (347 ) (30 ) — — 16,074 General and administrative 27,350 (3,111 ) (1,880 ) (249 ) — — 22,110 Other, net 785 — — — — — 785 Profit from operations 8,806 5,558 2,845 292 — — 17,501 Interest expense, net (698 ) — — — — 698 — Other (expense) income, net (2,694 ) — — — 1,980 666 (48 ) Income tax benefit 24 — — — — (24 ) — Net income $ 5,438 $ 5,558 $ 2,845 $ 292 $ 1,980 $ 1,340 $ 17,453 (1) Other represents interest expense, net, income tax (expense) benefit for all periods presented. Other for the three months ended March 31, 2025, includes transaction costs related to the planned acquisition of Fabric Genomics. Other for the three months ended December 31, 2024, includes legal costs related to a legal settlement. GeneDx Holdings Corp. Condensed Consolidated Balance Sheets (in thousands, except share and per share amounts) March 31, 2025 (Unaudited) December 31, 2024 Assets: Current assets: Cash and cash equivalents $ 99,704 $ 85,212 Marketable securities 59,456 55,973 Accounts receivable 45,983 37,426 Inventory, net 12,662 10,650 Prepaid expenses and other current assets 8,011 8,707 Total current assets 225,816 197,968 Operating lease right-of-use assets 24,883 25,613 Property and equipment, net 36,383 32,893 Intangible assets, net 155,094 158,600 Other assets1 4,254 4,306 Total assets $ 446,430 $ 419,380 Liabilities and Stockholders’ Equity: Current liabilities: Accounts payable and accrued expenses $ 41,862 $ 30,044 Short-term lease liabilities 3,124 3,336 Other current liabilities 24,555 21,437 Total current liabilities 69,541 54,817 Long-term debt, net of current portion 51,794 51,913 Long-term lease liabilities 59,918 60,919 Other liabilities 6,619 5,519 Deferred taxes 1,153 965 Total liabilities 189,025 174,133 Stockholders’ Equity: Preferred stock — — Class A common stock 2 2 Additional paid-in capital 1,615,501 1,596,889 Accumulated deficit (1,359,003 ) (1,352,474 ) Accumulated other comprehensive income 905 830 Total stockholders’ equity 257,405 245,247 Total liabilities and stockholders’ equity $ 446,430 $ 419,380 (1) Other assets includes $990 thousand of restricted cash as of both March 31, 2025 and December 31, 2024. GeneDx Holdings Corp. Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except share and per share amounts) Three months ended March 31, 2025 2024 Revenue Diagnostic test revenue $ 85,759 $ 61,104 Other revenue 1,356 1,318 Total revenue 87,115 62,422 Cost of services 28,639 25,011 Gross profit 58,476 37,411 Research and development 12,577 11,567 Selling and marketing 18,316 16,085 General and administrative 32,134 23,419 Loss from operations (4,551 ) (13,660 ) Non-operating income (expenses), net Change in fair value of warrants (1,100 ) (6,101 ) Interest expense, net (640 ) (597 ) Other income, net 209 37 Total non-operating expenses, net (1,531 ) (6,661 ) Loss before income taxes $ (6,082 ) $ (20,321 ) Income tax (expense) benefit (447 ) 82 Net loss $ (6,529 ) $ (20,239 ) Weighted average shares outstanding of Class A common stock 28,147,948 26,062,170 Basic and diluted loss per share, Class A common stock $ (0.23 ) $ (0.78 ) GeneDx Holdings Corp. Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands) Three months ended March 31, 2025 2024 Operating activities Net loss $ (6,529 ) $ (20,239 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization expense 5,678 5,248 Stock-based compensation expense 3,983 (451 ) Change in fair value of warrants 1,100 6,101 Deferred tax expense 447 (82 ) Change in third party payor reserves 1,395 (193 ) Other 757 886 Change in operating assets and liabilities: Accounts receivable (8,557 ) 4,220 Inventory (2,032 ) (2,877 ) Accounts payable and accrued expenses 10,824 (4,733 ) Other assets and liabilities 3,116 (4,293 ) Net cash provided by (used in) operating activities 10,182 (16,413 ) Investing activities Purchases of property and equipment (6,129 ) (443 ) Purchases of marketable securities (17,209 ) (5,167 ) Proceeds from sales of marketable securities — 598 Proceeds from maturities of marketable securities 13,930 5,855 Net cash (used in) provided by investing activities (9,408 ) 843 Financing activities Proceeds from offerings, net of issuance costs 13,894 — Exercise of stock options 735 24 Long-term debt principal payments (300 ) — Finance lease payoff and principal payments (611 ) (462 ) Net cash provided by (used in) financing activities 13,718 (438 ) Net increase (decrease) in cash, cash equivalents and restricted cash 14,492 (16,008 ) Cash, cash equivalents and restricted cash, at beginning of period 86,202 100,668 Cash, cash equivalents and restricted cash, at end of period (1) $ 100,694 $ 84,660 Supplemental disclosures of cash flow information Cash paid for interest $ 1,600 $ 2,019 Cash paid for taxes $ 206 $ 300 Purchases of property and equipment in accounts payable and accrued expenses $ 2,197 $ 36 (1) Cash, cash equivalents and restricted cash at March 31, 2025 excludes marketable securities of $59.5 million.

This week, Walgreens revealed how its take-private deal came together. Here are some of the biggest takeaways from the filing : Walgreens and Sycamore expect the deal to close in the fourth quarter of this year. — Lydia (This is an edition of the Endpoints News Health Tech newsletter. Subscribe here to get it directly in your inbox.) HERE’S WHAT’S NEW UnitedHealth reports ‘unusual and unacceptable’ earnings as Medicare costs climb UnitedHealth Group reported disappointing first-quarter earnings and cut its financial guidance, hit by high costs in its Medicare Advantage business. Click gets FDA authorization for preventive migraine digital therapeutic In a sign of life for the digital therapeutics industry, Click Therapeutics has received FDA authorization for its treatment. GeneDx to buy Fabric Genomics for up to $51M The deal is a bid to speed up the diagnosis of genetic diseases. Congress should bar PBMs from owning pharmacies, state attorneys urge A bipartisan group of 39 state attorneys general is calling on congressional leadership to pass a bill that would prohibit PBMs from owning or operating their own pharmacies. THIS WEEK IN HEALTH TECH

GAITHERSBURG, Md. & OAKLAND, Calif.--(BUSINESS WIRE)--GeneDx (Nasdaq: WGS), a leader in delivering improved health outcomes through genomic insights, today announced its plans to acquire Fabric Genomics, a pioneer in AI-powered genomic interpretation. The transaction enables GeneDx’s leadership in the next phase of genomic medicine: decentralized testing with centralized intelligence. “Healthcare is at an inflection point where integrating genomic insights into standard care is becoming essential – both for better clinical outcomes and for saving the healthcare system valuable dollars. To achieve this, we must evolve and provide adaptable solutions so this information can be used more proactively and without geographic constraints. Adding Fabric Genomics and their talented team moves us closer to that future, enabling our partners to deliver groundbreaking genomic insights to patients across the globe,” said Katherine Stueland, President and CEO of GeneDx. As DNA sequencing continues to become more accessible, decoupling interpretation services from the physical reliance on a wet lab allows for more flexibility to seamlessly integrate with provider and health system workflows, both in the United States and the rest of the world. Fabric Genomics has proven its leadership in scaling complex interpretation services, and its advanced AI-driven platform has powered the interpretation of challenging genetic disease cases in support of patient diagnosis at some of the largest health systems, academic centers, and research partners around the globe. Health systems will have the ability to utilize GeneDx’s centralized lab or perform sequencing at their institutions and then have access to the company’s industry-leading data asset through Fabric Genomics’ AI-powered interpretation platform. Ultimately, this model will accelerate faster and earlier diagnosis of genetic diseases, delivering improved outcomes for patients and reducing unnecessary costs for healthcare systems in the United States and globally. “This marks an exciting new chapter for Fabric Genomics. By joining forces with GeneDx, we’re combining two of the most powerful engines in genomic medicine, our AI-driven interpretation platform and GeneDx’s unparalleled rare disease data set,” said Martin Reese, PhD, Co-Founder, President, and CEO, Fabric Genomics. “Together, we’ll make genome interpretation faster, more scalable, and more impactful, enabling clinicians to deliver precise answers and care to patients worldwide. This combination accelerates our founding mission to end the diagnostic odyssey and bring the full promise of genomic medicine into everyday healthcare and expedite the delivery of life-changing treatments.” The acquisition will expand GeneDx’s addressable market with multiple scalable revenue streams: NICU Genomic Testing Each year, over 400,000 infants are admitted to U.S. NICUs, yet fewer than 5% of infants in the NICU receive a genetic test.1 Studies show rapid whole genome sequencing reduces diagnostic time and cost while improving outcomes. With Fabric Genomics’ platform integrated into clinical workflows across major institutions, GeneDx can now rapidly deploy interpretation infrastructure to hospitals already sequencing in-house, capturing untapped demand and opening up access. Genomic Newborn Screening (gNBS) With 3.7 million births annually in the U.S. and over 130 million globally, the newborn genomic screening market represents one of the largest long-term opportunities in diagnostics. GeneDx’s leadership in early evidence generation—17,000+ healthy newborns sequenced via the GUARDIAN Study—and Fabric Genomics’ proven scalability position the combined company to support state and federal gNBS programs. Decentralization Drives Global Commercial Expansion As global health systems shift toward data sovereignty and local sequencing, Fabric Genomics’ cloud-native platform enables GeneDx to deliver centralized AI interpretation while complying with local regulations. This architecture supports flexible go-to-market strategies—enterprise software-as-a-service (SaaS), usage-based interpretation-as-a-service (IaaS), or embedded interpretation in national lab networks—and expands GeneDx’s ability serve regions such as EMEA, APAC, Canada, LATAM and emerging markets with tailored commercial models. Platform Economics at Scale With more than 750,000 exomes/genomes sequenced, GeneDx’s dataset represents a significant barrier to entry and value engine for AI development, clinical decision support, and data monetization. Fabric Genomics’ software transforms static data into a dynamic, recurring revenue-generating platform—driving growth through software margins and high-leverage interpretation services across geographies and clinical use cases. “Both teams are united by a shared vision for the future of healthcare, a world where every genetic disorder is diagnosed as early as possible, paving the way for faster, more effective treatment and giving patients the greatest chance at living long, healthy lives,” said Stueland. At closing, Fabric will continue to operate independently, maintaining its momentum and fostering organic growth. However, GeneDx will provide commercial support both in the U.S. and internationally, accelerating the expansion of Fabric Genomics' impact. Summary of Transaction Details Under the terms of the agreement, and subject to the terms and conditions thereof, GeneDx will pay up to an aggregate of $33 million in cash upon closing with total consideration potentially up to an aggregate of $51 million upon achievement of certain milestones. The acquisition, which has been approved unanimously by the company’s Board of Directors, is expected to close in the second quarter of 2025, subject to closing conditions. About GeneDx: At GeneDx (Nasdaq: WGS), we believe that everyone deserves personalized, targeted medical care—and that it all begins with a genetic diagnosis. Fueled by one of the world’s largest, rare disease data sets, our industry-leading exome and genome tests translate complex genomic data into clinical answers that unlock personalized health plans, accelerate drug discovery, and improve health system efficiencies. For more information, please visit genedx.com and connect with us on LinkedIn, Facebook, and Instagram. Forward Looking Statements This press release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) our ability to implement business plans, goals and forecasts, and identify and realize additional opportunities, (ii) the risk of downturns and a changing regulatory landscape in the highly competitive healthcare industry, (iii) the size and growth of the market in which we operate, (iv) our ability to pursue our new strategic direction, and (v) our ability to enhance our artificial intelligence tools that we use in our clinical interpretation platform. The foregoing list of factors is not exhaustive. A further list and description of risks, uncertainties and other matters can be found in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other documents filed by us from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. We do not give any assurance that we will achieve our expectations. Kingsmore SF, Nofsinger R, Ellsworth K. Rapid genomic sequencing for genetic disease diagnosis and therapy in intensive care units: a review. NPJ Genom Med. 2024 Feb 27;9(1):17. doi: 10.1038/s41525-024-00404-0