8-K
CareDx, Inc. (CDNA)
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): June 3, 2025
CAREDX, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-36536 | 94-3316839 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
8000 Marina Boulevard, 4^th^ Floor
Brisbane, California 94005
(Address of Principal Executive Offices) (Zip Code)
(415) 287-2300
Registrant’s telephone number, including area code
N/A
(Former Name, or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| (Title of each class) | (Trading<br>Symbol) | (Name of exchange<br> <br>on which registered) |
|---|---|---|
| Common Stock, $0.001 Par Value | CDNA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
|---|
CareDx, Inc. (“CareDx” or the “Company”) is furnishing a press release, attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Press Release”), which the Company intends to post on the Company’s website. The Press Release is current as of June 3, 2025, and the Company disclaims any obligation to update this material in the future.
The information in this Item 7.01, including the Press Release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ( the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01. | Other Events. |
|---|
On May 30, 2025, the Board of Directors (the “Board”) of CareDx authorized a common stock repurchase program of up to $50 million in shares for up to 24 months from June 5, 2025. Under the repurchase program, CareDx may purchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans or through the use of other techniques. The timing and number of shares repurchased, and the price of any repurchases, will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The repurchase program does not obligate CareDx to acquire a specified number of shares and may be modified, suspended, or discontinued at any time at CareDx’s discretion. Repurchases under this program will be funded from CareDx’s existing cash and cash equivalents or future cash flow.
The Board’s authorization for this program follows the completion of a prior $50 million stock repurchase program that was authorized by the Board in February 2025. Under that program, CareDx repurchased 3,031,533 shares.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press release dated June 3, 2025. |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
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.
| Date: June 3, 2025 | CAREDX, INC. | |
|---|---|---|
| By: | /s/ John Hanna | |
| John Hanna | ||
| Chief Executive Officer |
EX-99.1
Exhibit 99.1
CareDx Announces Repurchase of 5% of Outstanding Shares
Board of Directors Authorizes New $50 Million Share Repurchase Program
BRISBANE, Calif. - CareDx, Inc. (Nasdaq: CDNA), – The Transplant Company^™^ – a leading precision medicine company focused on the discovery, development, and commercialization of clinically differentiated, high-value healthcare solutions for transplant patients and caregivers, today announced that it has completed the repurchase of $50 million of its common stock representing approximately 5% of outstanding shares.
The share repurchase follows the completion of the company’s seventh consecutive quarter of testing services volume growth and a first-quarter total revenue of $84.7 million, representing 18% year-over-year growth. CareDx ended the first quarter with $231 million in cash, cash equivalents, marketable securities, and no debt.
“The investments we have made in our commercial organization and operational infrastructure are translating into growth. We saw a clear opportunity to return value to our shareholders at our current price without disrupting the ongoing development of our innovation pipeline,” said John W. Hanna, President and CEO of CareDx. “I continue to have confidence in our ability to drive profitable growth and achieve our long term plan of $500 million in revenue and 20% adjusted EBITA in 2027.”
Following the completion of the program, the Company’s Board of Directors authorized a new share repurchase program of up to $50 million of the Company’s outstanding common stock over the next 24 months. Repurchases under the new program may be made at the Company’s discretion in open market purchases, privately negotiated transactions, or through other means, in accordance with applicable laws and regulations. The timing and actual number of shares repurchased will depend on a variety of factors, including price, market conditions, and other considerations.
About CareDx – The Transplant Company
CareDx, Inc., headquartered in Brisbane, California, is a leading precision medicine solutions company focused on the discovery, development, and commercialization of clinically differentiated, high-value healthcare solutions for transplant patients and caregivers. CareDx offers testing services, products, and digital healthcare solutions along the pre- and post-transplant patient journey and is the leading provider of genomics-based information for transplant patients. For more information, please visit www.caredx.com.
Forward Looking Statements
This press release includes forward-looking statements related to CareDx, Inc., including statements regarding the anticipated repurchase of the Company’s common stock and its expected impact. These forward-looking statements are based upon information that is currently available to CareDx and its current expectations, speak only as of the date hereof, and are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including general economic and market factors; and other risks discussed in CareDx’s filings with the SEC. Please refer to CareDx’s filings with the SEC for a full discussion of potential risks.