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): November 1, 2021
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.) |
1 Tower Place, 9th Floor
South San Francisco, California 94080
(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> <br>Symbol) | (Name of exchange on<br> <br>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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2021, Peter Maag, Ph.D., the Executive Chair of the Board of Directors of CareDx, Inc. (the “Company”), transitioned from his position as Executive Chair of the Board of Directors of the Company (the “Board”) to a non-employee member of the Board. Effective November 1, 2021, Michael D. Goldberg, the Company’s lead independent director, was appointed as the Chair of the Board, a position he previously held from 2011 to 2019.
Item 8.01 Other Events.
On November 1, 2021, the Company issued a press release announcing the information described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press Release issued by CareDx, Inc., dated November 1, 2021. |
| 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: November 1, 2021 | CAREDX, INC. | |
|---|---|---|
| By: | /s/ Ankur Dhingra | |
| Ankur Dhingra | ||
| Chief Financial Officer |
EX-99.1
Exhibit 99.1
CareDx Completes Orderly Management Transition
SOUTH SAN FRANCISCO, Calif., November 1, 2021 – CareDx, Inc. (Nasdaq: CDNA), 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 the company has completed its transition from Peter Maag, PhD, to Reginald Seeto, MBBS, as Chief Executive Officer.
Concurrent with the appointment of Dr. Seeto as President and Chief Executive Officer of CareDx in November 2020, Dr. Maag had agreed to serve as Executive Chairman of the company’s Board of Directors to facilitate an orderly transition. Now that this transition is complete, Dr. Maag will step down as Executive Chairman but will continue to serve the company as a member of its Board of Directors. Michael D. Goldberg, CareDx’s lead independent Director, will resume his prior role as independent Chair, a position he previously held from 2011 to 2019.
About CareDx CareDx, Inc., headquartered in South San Francisco, 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.
CONTACTS:
CareDx, Inc.
Sasha King
Chief Marketing
Officer 415-287-2393
sking@CareDx.com
Investor Relations
Ian Cooney
(415) 722-4563
investor@CareDx.com