Item 1.01. Entry into a Material Definitive Agreement.



As disclosed under the sections entitled "Proposal No. 1-The Business
Combination Proposal" beginning on page 135, of CMLS's definitive proxy
statement on Schedule 14A (the "Proxy Statement") filed with the SEC on July 2,
2021, CMLS previously entered into an Agreement and Plan of Merger, dated
February 9, 2021, with S-IV Sub, Inc., a wholly-owned subsidiary of CMLS
("Merger Sub"), and Sema4, as amended by an Amendment to Agreement and Plan of
Merger, dated May 3, 2021 (the "Merger Agreement"). Pursuant to the Merger
Agreement, on the Closing Date (as defined below), Merger Sub was merged with
and into Sema4, with Sema4 surviving the Merger (the "Surviving Corporation") as
a wholly owned subsidiary of the Company (the "Merger" and, together with the
other transactions contemplated by the Merger Agreement, the "Business
Combination").

On July 21, 2021, CMLS held a special meeting of stockholders (the "Special
Meeting"), at which the CMLS stockholders considered and adopted, among other
matters, a proposal to approve the Business Combination, including (a) adopting
the Merger Agreement and (b) approving the transactions contemplated by the
Merger Agreement, including the Merger and the issuance of shares of Class A
common stock, par value $0.0001 per share, of the Company (prior to the Closing,
the "Class A common stock" and, following the Closing, the "common stock") to
the former Sema4 equity holders as merger consideration (as defined in the Proxy
Statement).

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on July 22, 2021 (the "Closing Date"), the Business Combination was consummated (the "Closing").



Item 2.01 of this Report discusses the consummation of the Business Combination
and the entry into agreements relating thereto and is incorporated herein by
reference.


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Item 2.01. Completion of Acquisition or Disposition of Assets.



As described above, on July 21, 2021, CMLS held the Special Meeting, at which
the CMLS stockholders considered and adopted, among other matters, a proposal to
approve the Merger Agreement and the Business Combination. On July 22, 2021, the
parties consummated the Business Combination. In connection with the Closing,
the Company changed its name from CM Life Sciences, Inc. to "Sema4 Holdings
Corp.", and the Surviving Corporation changed its name from Mount Sinai
Genomics, Inc. d/b/a Sema4 to "Sema4 OpCo, Inc."

Holders of 10,188 shares of CMLS's Class A common stock sold in its initial
public offering (the "public shares") properly exercised their right to have
such shares redeemed for a full pro rata portion of the trust account holding
the proceeds from CMLS's initial public offering (the "IPO"), calculated as of
two business days prior to the consummation of the Business Combination, which
was approximately $10.00 per share, or $101,880 in the aggregate.

As a result of the Business Combination, each share of Sema4 Class B common
stock, par value $0.00001 per share, was converted into 1/100th of a share of
Sema4 Class A common stock, par value $0.00001 per share ("Sema4 Common Stock"),
and, immediately thereafter, each share of Sema4 Common Stock and Sema4
Preferred Stock (as defined in the Proxy Statement) was cancelled and received a
portion of the merger consideration, resulting in the former Sema4 equity
holders who had elected to receive Closing Available Cash (as defined in the
Proxy Statement) receiving an aggregate of $230,665,220 of cash and the former
Sema4 equity holders receiving an aggregate of 178,336,298 shares of common
stock of the Company.

Additionally, each issued and outstanding share of common stock of Merger Sub
converted into and became one validly issued, fully paid and nonassessable share
of common stock, par value $0.01 per share, of the Surviving Corporation.

Furthermore, in connection with the redemption of the public shares as described
above, CMLS Holdings LLC, a Delaware limited liability company (the "Sponsor")
forfeited no shares of Class B common stock, par value $0.0001 per share, of the
Company (the "Class B common stock") and no private placement warrants (as
defined in the Proxy Statement) held by the Sponsor. Accordingly, all the shares
of Class B common stock automatically converted into common stock of the
Company.

Pursuant to subscription agreements entered into on February 9, 2021 (collectively, the "Subscription Agreements"), certain investors agreed to subscribe for an aggregate of 35,000,000 newly-issued shares of common stock at . . .




Item 3.02.  Unregistered Sales of Equity Securities.

At the Closing, the Company consummated the Business Combination and the PIPE
Investment. Additionally, 11,068,750 shares of Class B common stock held by the
Sponsor and certain of its affiliates automatically converted to shares of
common stock as of the Closing. The disclosure under Item 2.01 of this Report is
incorporated into this Item 3.02 by reference.

The Company issued the shares of common stock pursuant to the Business
Combination and the PIPE Investment under Section 4(a)(2) of the Securities Act
and/or Rule 506 of Regulation D promulgated under the Securities Act, as a
transaction by an issuer not involving a public offering. The Company issued the
shares of common stock in connection with the conversion of the Class B common
stock under Section 3(a)(9) of the Securities Act, as an exchange with its
existing security holders exclusively where no commission or other remuneration
was paid or given directly or indirectly for soliciting such exchange. The
investors in the PIPE Investment represented their intentions to acquire the
shares for investment only and not with a view to or for sale in connection with
any distribution, and appropriate restrictive legends were affixed to the
certificates representing all of the shares issued in the Business Combination
and the PIPE Investment and in connection with the conversion of the Class B
common stock (or reflected in restricted book entry with the Company's transfer
agent). The parties also had adequate access, through business or other
relationships, to information about the Company.

Item 3.03. Material Modification to Rights of Security Holders

The information set forth in Item 5.03 to this Report is incorporated herein by reference.

Item 4.01 Changes in Registrant's Certifying Accountant

On July 22, 2021, the Audit Committee approved the dismissal of WithumSmith+Brown, PC ("Withum"), CMLS's independent registered public accounting firm prior to the Business Combination, in connection with the Closing.



Withum's report ("Withum's Report") on CMLS's financial statements as of
December 31, 2020 and the related statements of operations, changes in
shareholders' equity and cash flows for the period from July 10, 2020
(inception) through December 31, 2020 did not contain any adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principles, other than as follows:

Withum's Report contained a separate paragraph stating that:



"As discussed in Note 2 to the financial statements, the Securities and Exchange
Commission issued a public statement entitled Staff Statement on Accounting and
Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies ("SPACs") (the "Public Statement") on April 12, 2021, which discusses
the accounting for certain warrants as liabilities. The Company previously
accounted for its warrants as equity instruments. Management evaluated its
warrants against the Public Statement, and determined that the warrants should
be accounted for as liabilities. Accordingly, the 2020 financial statements have
been restated to correct the accounting and related disclosure for the
warrants."

During the period from July 10, 2020 (inception) through December 31, 2020 and
the subsequent period through July 22, 2021, there were no: (i) disagreements
with Withum on any matter of accounting
                                       15
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principles or practices, financial statement disclosures or audited scope or
procedures, which disagreements if not resolved to Withum's satisfaction would
have caused Withum to make reference to the subject matter of the disagreement
in connection with its report or (ii) reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.

The Company has provided Withum with a copy of the disclosures made by the
Company in response to this Item 4.01 and has requested that Withum furnish the
Company with a letter addressed to the SEC stating whether it agrees with the
statements made by the registrant in response to this Item 304(a) and, if not,
stating the respects in which it does not agree. A letter from Withum is
attached as Exhibit 16.1 to this Report.

The Company expects in the coming weeks that the Audit Committee will appoint a new independent registered public accounting firm to audit the Company's consolidated financial statements for the year ended December 31, 2021.

Item 5.01. Changes in Control of the Registrant.

The information set forth above under Item 1.01 and Item 2.01 of this Report is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



The information set forth above in the sections titled "Directors and Officers,"
"Executive Compensation," "Certain Relationships and Related Party Transactions"
and "Indemnification of Directors and Officers" in Item 2.01 to this Report is
incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On July 22, 2021, in connection with the consummation of the Business
Combination, the Company amended and restated its certificate of incorporation,
effective as of the Closing (as amended, the "Amended and Restated Certificate
of Incorporation"), and the Company adopted restated bylaws (the "Bylaws").

Copies of the Amended and Restated Certificate of Incorporation and the Bylaws are attached as Exhibits 3.1 and 3.2 to this Report, respectively, and are incorporated herein by reference.



The material terms of the Amended and Restated Certificate of Incorporation and
the Bylaws and the general effect upon the rights of holders of the Company's
capital stock are included in the Proxy Statement under the sections titled
"Proposal No. 3-The Charter Approval Proposal," "Proposal No. 4- Approval of
Certain Governance Provisions in the Amended and Restated Certificate of
Incorporation," and "Description of Securities" beginning on pages 179, 181, and
286 of the Proxy Statement, respectively, which are incorporated herein by
reference.

Item 5.06 Change in Shell Company Status

As a result of the Business Combination, the Company ceased to be a shell company. Reference is made to the disclosure in the Proxy Statement in the sections entitled "Proposal No. 1-Approval of the Business Combination" beginning on page 135 thereof, which is incorporated herein by reference.


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Item 8.01. Other Events.

On July 22, 2021, the parties issued a joint press release announcing the completion of the Business Combination, a copy of which is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statement and Exhibits.

(a) Financial statements of businesses acquired.



The (i) audited balance sheets of Sema4 as of December 31, 2020 and 2019, the
related statements of operations and comprehensive loss, redeemable convertible
preferred stock and stockholders' deficit and cash flows for each of the three
years in the period ended December 31, 2020, and the related notes and (ii) the
unaudited condensed financial statements of Sema4 as of March 31, 2021 and for
the three months ended March 31, 2021 and 2020 and the related notes are
included in the Proxy Statement beginning on page F-3 and are incorporated
herein by reference.

The (i) audited balance sheet of CMLS as of December 31, 2020, the related
statements of operations, changes in shareholders' equity and cash flows for the
period from July 10, 2020 (inception) through December 31, 2020, and the related
notes and (ii) the unaudited condensed financial statements of CMLS as of March
31, 2021 and for the three months ended March 31, 2021 and the related notes are
included in the Proxy Statement beginning on page F-62 and are incorporated
herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company as of and for the three months ended March 31, 2021 and for the year ended December 31, 2020 is filed as Exhibit 99.2 and is incorporated herein by reference.



(d) Exhibits.

                                                                                         Incorporated by Reference
     Exhibit
      Number                             Description                              Form          Exhibit         Filing Date
       2.1*          Agreement and Plan of Merger, dated February 9, 2021,      DEFM14A         Annex A         07/02/2021
                   by and among CMLS, Merger Sub and Legacy Sema4, as
                   amended by Amendment to Agreement and Plan of Merger
                   dated May 3, 2021.
       3.1           Third Amended and Restated Certificate of
                   Incorporation of Sema4 Holdings Corp.
       3.2           Restated     Bylaws of Sema4 Holdings Corp.
       4.1           Specimen Class A Common Stock Certificate.                  S-1/A            4.2           08/24/2020
       4.2           Specimen Warrant Certificate.                               S-1/A            4.3           08/24/2020
       4.3           Warrant Agreement, dated as of September 1, 2020, by         8-K             10.1          09/04/2020
                   and between CM Life Sciences, Inc. and Continental Stock
                   Transfer & Trust Company, as warrant agent.


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     10.1        Lockup Agreement, dated as of February 9, 2021,       8-K         10.2          02/11/2021
               by and among the Company and the stockholder
               parties identified therein.
     10.2        Amended and Restated     Registration Rights
               Agreement, dated as of July 22, 2021, by and among
               the Company, certain equity holders of the Company
               named therein and certain equity holders of Sema4
               named therein.
     10.3        Subscription Agreement, dated as of February 9,       8-K         10.1          02/11/2021
               2021, by and among the Company and the subscriber
               parties thereto.
     10.4        Form of Director and Officer Indemnification
               Agreement.
     10.5        2021     Equity     Incentive Award Plan  .
     10.6        Form of Stock Option Agreement under the 2021
               Incentive Award Plan.
     10.7        Form of RSU Agreement under the 2021 Incentive
               Award Plan.
     10.8        Form of Earn-Out RSU Agreement.
     10.9        2021 Employee Stock Purchase Plan.
    10.10        Amended and Restated Employment of Agreement of
               Eric Schadt.
    10.11        Employment Agreement of Isaac Ro.
    10.12        Employment Agreement of Dan Clark.
    10.13        Employment Agreement of James Coffin.
    10.14        Employment Agreement of Anthony     Prentice.
    10.15        Employment Agreement of Kareem     Saad.
    10.16        Employment Agreement of Karen White.
    10.17        Sub-Sublease, dated as of June 6, 2017, by and
               between Icahn School of Medicine at Mount Sinai and
               the Company, as amended July 31, 2019.
    10.18        Sublease Agreement, dated as of November 8, 2019,
               by and between Marriott International, Inc. and the
               Company.
    10.19        Sublease, dated as of June 1, 2017, by and
               between Icahn School of Medicine at Mount Sinai and
               the Company, as amended December 22, 2017.
    10.20        Sublease, dated as of April 23, 2019, by and
               between Icahn School of Medicine at Mount Sinai and
               the Company.
    10.21        Lease Agreement, dated as of January 31, 2020, by
               and between 1 Commercial Street Associates, LLC and
               the Company.


                                       18

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    10.22**        Master Services Agreement, dated as of April 2,
                 2018, by and among the Company, Icahn School of
                 Medicine at Mount Sinai, The Mount Sinai Hospital,
                 and the parties thereto, as amended July 31, 2019
    10.23**        Master Services Agreement, dated as of May 10,
                 2018, by and between the Company and Icahn School
                 of Medicine at Mount Sinai, as amended July 31,
                 201    9.
    10.24**        Data Structuring and Curation Agreement, dated as
                 of August 1, 2019, by and between Icahn School of
                 Medicine at Mount Sinai and the Company, as amended
                 March 11, 2020.
    10.25**        BioMe Biospecimen and Data Access Agreement,
                 dated as of July 19, 2019, by and between Icahn
                 School of Medicine at Mount Sinai and the
                 Company.
    10.26**        Non-Exclusive Patent License Agreement, dated as
                 of June 1, 2017, by and between the Company and
                 Icahn School of Medicine at Mount Sinai.
    10.27**        Supply Agreement, dated as of June 20,
                 20    14    , by and between the Company and
                 Illumina, Inc., and amendments thereto  .
      16.1         Letter from Withum to the U.S. Securities and
                 Exchange Commission dated July     28    ,
                 202    1    .
      21.1         Subsidiaries of the Company.
      99.1         Press release dated July 22, 2021.
      99.2         Unaudited pro forma condensed combined financial
                 information of the Company as of and for the three
                 months ended March 31, 2021 and for the year ended
                 December 30, 2020.



* Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a
copy of all omitted exhibits and schedules to the SEC upon its request.
** The Company has omitted portions of the exhibit as permitted under Regulation
S-K Item 601(b)(10).

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