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): August 6, 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, 4th 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 Symbol) | (Name of exchange 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 2.02 Results of Operations and Financial Condition.
On August 6, 2025, CareDx, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02, including the press release attached hereto as Exhibit 99.1, is intended to be furnished under Item 2.02 and Item 9.01 of Form 8-K and 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 (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of the Company has appointed Nathan Smith as the Company’s Chief Financial Officer, effective August 7, 2025 (the “Effective Date”).
Prior to his appointment, Mr. Smith, age 48, served as the Chief Financial Officer of Win Brands Group, a direct-to-consumer brand scale platform, from November 2024 to August 2025 and as the Chief Financial Officer and Strategic Advisor of Inmedix, Inc., a developer of cloud-based diagnostics, from October 2023 to August 2025. Mr. Smith also co-founded Cassette Genomics, Inc., a developer of gene editing technology, in May 2024. Mr. Smith previously served as the Chief Financial Officer of Mountain Land Physical Therapy Partners, an outpatient physical therapy provider, from February 2024 to October 2024 and as the Chief Financial Officer of Blackrock Microsystems, Inc., d.b.a. Blackrock Neurotech, a neurotechnology company, from July 2022 until September 2023. Prior to Blackrock Neurotech, Mr. Smith served in roles of increasing responsibility over fourteen years with Myriad Genetics, Inc., a genetic testing and precision medicine company, from January 2008 to June 2022, where his most recent positions were as its Senior Vice President of Investor Relations & Treasury from May 2021 to June 2022 and as its Senior Vice President of Finance & Treasury from July 2018 to May 2021. Mr. Smith received a Bachelor of Business in Finance from Brigham Young University in 2002 and an M.S. in Accounting from the University of Virginia in 2003.
There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) involving the Company and Mr. Smith. Mr. Smith was not selected to serve as the Company’s Chief Financial Officer pursuant to any arrangement or understanding with any person.
In connection with his appointment, Mr. Smith and the Company entered into an offer letter (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Smith’s initial annualized salary will be $400,000, and he will be eligible to receive an annual performance bonus of up to 50% of his base salary (which will be pro-rated for 2025). Mr. Smith’s employment will be on an “at will” basis.
In connection with his appointment and as provided in the Offer Letter, Mr. Smith will receive, as of the Effective Date, (i) an award of 42,000 restricted stock units (the “Inducement RSUs”), of which 25% will vest on the one-year anniversary of the Effective Date and 1/16th of which will vest on each date that is three months thereafter, such that 100% of the Inducement RSUs will be vested on the four-year anniversary of the Effective Date, and (ii) an award of 18,000 restricted stock units subject to target achievement of certain performance-based vesting conditions (the “Inducement PSUs”), which will be eligible to vest between 50% to 200% of such target number, subject to the achievement of performance-based vesting conditions over the 2025 to 2026 performance period, and additional time-based vesting restrictions, in each case subject to Mr. Smith’s continued services to the Company on each vesting date, except as otherwise provided in the Change of Control and Severance Agreement (as defined below). The Inducement RSUs and Inducement PSUs are inducements material to Mr. Smith agreeing to enter into employment with the Company, and Mr. Smith has not previously been an employee or director of the Company.
In connection with Mr. Smith’s appointment, the Company also entered into a Change of Control and Severance Agreement (the “Change of Control and Severance Agreement”) with Mr. Smith that will remain in effect for so long as Mr. Smith remains employed by the Company. Pursuant to the Change of Control and Severance Agreement, if within three months prior to, or twelve months following, a “change of control” (as defined in the Change of Control and Severance Agreement) (such period, the “Change of Control Period”), the Company or its successor terminates Mr. Smith’s employment without Cause or Mr. Smith resigns for Good Reason, Mr. Smith will be entitled to (a) a lump sum payment equal to twelve months of Mr. Smith’s annual base salary (at the greater of the rate in effect immediately prior to the change of control or the rate in effect immediately prior to the date of such termination), (b) acceleration of vesting with respect to 100% of any then-outstanding and unvested equity awards (with any performance criteria being deemed achieved at target levels for the relevant performance period(s)), (c) a lump sum payment equal to 100% of Mr. Smith’s annual bonus (equal to the greater of
target bonus in effect for the fiscal year in which the change of control occurs or the target bonus in effect for the fiscal year in which the termination occurs) and (d) reimbursement of COBRA premiums for Mr. Smith and his eligible dependents for twelve months, provided, that such reimbursement will cease on the date that Mr. Smith becomes covered under a similar plan. Pursuant to the Change of Control and Severance Agreement, if the Company or its successor terminates Mr. Smith’s employment without Cause or Mr. Smith resigns for Good Reason outside of the Change of Control Period, Mr. Smith will be entitled to (i) nine months’ severance based on Mr. Smith’s annual base salary payable in accordance with the Company’s normal payroll policies, (ii) reimbursement of COBRA premiums for Mr. Smith and his eligible dependents for nine months, provided, that such reimbursement will cease on the date that Mr. Smith becomes covered under a similar plan and (iii) if such termination occurs prior to the one year anniversary of Mr. Smith’s start date, acceleration of vesting with respect to a pro-rated portion of the equity awards granted to Mr. Smith in connection with his initial appointment, based on the number of days that elapsed since the Effective Date (but for the avoidance of doubt, only with respect to the initial 25% cliff vesting tranches otherwise scheduled to vest on the one year anniversary of the Effective Date). Payment of the foregoing under the Change of Control and Severance Agreement is conditioned upon execution of a separation agreement and release of claims in favor of the Company. All terms used in this paragraph and not defined in this Current Report on Form 8-K shall have the meanings set forth in the Change of Control and Severance Agreement.
In connection with his employment, Mr. Smith also entered into a Confidential Information, Invention Assignment, Non-Competition, and Arbitration Agreement (the “CIIA Agreement”) with the Company, which includes indefinite confidentiality and invention assignment provisions, non-compete covenants during his employment and for twelve months thereafter, non-solicit covenants during his employment and for twelve months thereafter, and an agreement to arbitrate all employment-related disputes.
The foregoing descriptions of the Offer Letter, the Change of Control and Severance Agreement and the CIIA Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Offer Letter, the Change of Control and Severance Agreement and the CIIA Agreement, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025.
In connection with Mr. Smith’s appointment, the Company also entered into the Company’s standard indemnity agreement with Mr. Smith, a copy of which is filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
On August 6, 2025, the Company announced Abhishek Jain retired from his position as the Company’s Chief Financial Officer, pursuant to which Mr. Jain’s employment will conclude effective as of August 6, 2025 (the “Separation Date”). The conclusion of Mr. Jain’s employment is not a result of any disagreement regarding the Company’s financial statements or disclosures.
In connection with Mr. Jain’s separation, on August 6, 2025, the Company entered into a release of claims agreement with Mr. Jain (the “Release Agreement”). Subject to Mr. Jain’s execution and non-revocation of the Release Agreement, Mr. Jain will receive a lump-sum cash payment in an amount equal to twelve months of his base salary, as in effect immediately prior to the Separation Date and, subject to Mr. Jain’s election of continuation coverage under COBRA, reimbursement of the COBRA premiums for twelve months from the Separation Date (or, if earlier, the date on which Mr. Jain and/or his eligible dependents become covered under similar plans).
In connection with Mr. Jain’s separation, on August 6, 2025, the Company also entered into a consulting agreement with Mr. Jain (the “Consulting Agreement”), effective as of August 7, 2025, pursuant to which Mr. Jain will provide services to the Company as a non-employee consultant to assist in the transition of his duties and responsibilities following his employment with the Company and provide guidance as requested by the Company in connection with such transition. Pursuant to the Consulting Agreement, Mr. Jain will make himself available for services up to 40 hours of consulting services to the Company in any given calendar month (and for an anticipated average of no more than 20 hours per month) through March 31, 2026 (the “Term”), which may be extended or renewed for additional agreed upon periods upon written agreement of the Company and Mr. Jain. As consideration for the services to be provided by Mr. Jain to the Company pursuant to the Consulting Agreement, Mr. Jain’s outstanding equity awards will continue to vest pursuant to the terms of the applicable award agreements during the Term. The Consulting Agreement will terminate prior to the expiration of the Term upon Mr. Jain’s death or disability, upon Mr. Jain’s valid revocation of the Release Agreement or upon Mr. Jain’s written request (collectively, an “Automatic Termination”), and may be terminated by the Company prior to the expiration of the Term for “good cause” (as defined in the Consulting Agreement). Under the Consulting Agreement, in the event of an Automatic Termination or a termination by the Company for “good cause,” (i) Mr. Jain will retain all stock options and stock units that have vested prior to the date of such termination, and (ii) Mr. Jain’s unvested stock options and stock units will automatically expire.
The foregoing descriptions of the Release Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Release Agreement and the Consulting Agreement, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2025.
Item 7.01. Regulation FD Disclosure.
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 August 6, 2025, and the Company disclaims any obligation to update this material in the future.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by CareDx, Inc., dated August 6, 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: August 6, 2025 | CAREDX, INC. | |
|---|---|---|
| By: | /s/ JOHN HANNA | |
| John Hanna | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Document
Exhibit 99.1
CareDx Announces Second Quarter 2025 Financial Results
Grew Testing Services Volume to Approximately 49,500, Increase of 13% Year-Over-Year
AlloSure Kidney Testing Volumes Grew Nearly 20% Year-Over-Year
Narrows Full Year 2025 Revenue Guidance to $367 Million to $373 Million
BRISBANE, Calif., August 6, 2025, 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 reported financial results for the second quarter ended June 30, 2025.
Second Quarter 2025 Financial Highlights
•Reported revenue of $86.7 million including a $3.8 million write-off of aged receivables associated with tests performed in prior periods
•Adjusted revenue of $90.5 million, an increase of 14% year-over-year
•GAAP testing services revenue of $62.0 million, a decrease of 13% year-over-year
•Adjusted testing services revenue of $65.9 million, an increase of 14% year-over-year
•Testing services volume of 49,500, an increase of 13% year-over-year
•GAAP net loss of $8.6 million, compared to a GAAP net loss of $4.6 million in the second quarter of 2024
•Non-GAAP net income of $5.6 million, compared to $13.6 million in the second quarter of 2024
•Adjusted EBITDA gain of $9.1 million, excluding a $3.8 million write-off of aged receivables, compared to a loss of $0.3 million in the second quarter of 2024, excluding revenue from tests performed in prior periods
•Cash, cash equivalents and marketable securities of $186 million as of June 30, 2025, net of a $50 million share repurchase carried out during the quarter; no debt as of June 30, 2025
•Narrowed full-year 2025 revenue guidance to $367 million to $373 million
Recent Business Highlights
•Eighth consecutive quarter of sequential growth in testing services volumes
•First Kidney Allograft Outcomes AlloSure Registry (“KOAR”) manuscript published in The American Journal of Transplantation
•Draft LCD affirms surveillance testing coverage for solid organ transplant rejection; The Company intends to comment on aspects of the draft LCD during the open comment period, which ends August 31, 2025
•Launched Increasing Organ Transplant Access (“IOTA”) tool in XynQAPI® to help transplant centers track performance under CMS's IOTA model ahead of July 1, 2025, activation date
•Leading presence with 40 abstracts and 12 oral presentations at 2025 World Transplant Congress in San Francisco, CA
•Launched AlloSure® Plus (formerly AlloView®), an AI-driven diagnostic platform that combines AlloSure® donor-derived cell-free DNA (dd-cfDNA) analysis with established clinical methods to improve prediction of rejection
•Successfully installed EPIC environment at CareDx and initiated multiple customer pilots in the third quarter
“CareDx had a strong second quarter. Volume growth accelerated, led by AlloSure kidney testing which was up nearly 20% year-over-year. Our cash collections also improved considerably, and coupled with financial discipline, contributed to a substantial adjusted EBITDA improvement,” said John W. Hanna, CareDx President and CEO. “We had an exceptional showing at the World Transplant Congress where data supporting the use of AlloSure Kidney was highlighted in large, prospective, multi-center studies as being the most significant biomarker for detecting organ rejection. Our evidence and differentiated products, including the launch of AlloSure Plus, are setting us apart as the leader in transplant care.”
Q2 2025 Financial Results
Total revenue was $86.7 million compared to $92.3 million in the second quarter of 2024, down 6%. Adjusted revenue was $90.5 million, up 14% compared to $79.1 million in the second quarter of 2024, excluding a negative $3.8 million adjustment and a positive $13.2 million adjustment, respectively, related to revenue from tests performed in prior periods.
Testing services revenue was $62.0 million, compared to $70.9 million in the second quarter of 2024, a decrease of 13%. Adjusted testing services revenue was $65.9 million, up 14% compared to adjusted testing services revenue of $57.7 million in the second quarter of 2024, excluding a negative $3.8 million adjustment and a positive $13.2 million adjustment, respectively, related to revenue from tests performed in prior periods.
Patient and Digital Solutions revenue was $12.8 million, an increase of 19% compared to $10.7 million in the second quarter of 2024.
Product revenue was $11.8 million, an increase of 12% compared to $10.6 million in the second quarter of 2024.
GAAP net loss was $8.6 million compared to $4.6 million in the second quarter 2024. Basic and diluted GAAP net loss per share was $0.16 compared to $0.09 in the second quarter of 2024.
Non-GAAP net income was $5.6 million compared to $13.6 million in the second quarter of 2024. Diluted non-GAAP net income per share was $0.10 compared to $0.25 in the second quarter of 2024.
Adjusted EBITDA gain was $9.1 million compared to an adjusted EBITDA loss of ($0.3) million in the second quarter of 2024, excluding a negative $3.8 million adjustment and a positive $13.2 million adjustment, respectively, related to revenue from tests performed in prior periods.
2025 Guidance
For the full year 2025, CareDx now expects revenue to be in the range of $367 million to $373 million, compared to the $365 million to $375 million range that was previously disclosed. The Company continues to expect full year 2025 adjusted EBITDA to be in the range of $29 million to $33 million.
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, including expectations regarding the achievement of CareDx’s financial and operational goals and its expectations and prospects for 2025. 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 numerous risks and uncertainties, all of which are difficult to predict and many of which are beyond CareDx’s control, that could cause the actual results to differ materially from those projected, including general economic and market factors, and global economic and marketplace uncertainties, among others discussed in CareDx’s filings with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed by CareDx with the SEC on February 28, 2025, and other reports that CareDx has filed with the SEC. Any of these may cause CareDx’s actual results, performance, or achievements to differ materially and adversely from those anticipated or implied by CareDx’s forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements. CareDx expressly disclaims any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Non-GAAP Financial Measures
CareDx has presented in this release certain financial information in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and also on a non-GAAP basis, including non-GAAP adjusted testing services revenue, non-GAAP adjusted revenue, non-GAAP cost of testing services, non-GAAP cost of product, non-GAAP cost of patient and digital solutions, non-GAAP research and development expenses, non-GAAP sales and marketing expenses, non-GAAP general and administrative expenses, non-GAAP other income, net, non-GAAP income tax expense, non-GAAP gross profit, non-GAAP gross margin (%), non-GAAP operating expenses, non-GAAP income tax expense, non-GAAP net income (loss), non-GAAP basic and diluted net income (loss) per share and adjusted EBITDA. These non-GAAP financial measures are not meant to be considered superior to or a substitute for financial measures calculated in accordance with GAAP, and investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool.
We define non-GAAP net income (loss) and per share results as the GAAP net loss and per share results excluding the impacts of stock-based compensation expense; acquisition-related amortization of purchased intangible assets and related tax effects; costs involved with completing an acquisition; changes in estimated fair value of contingent consideration; litigation settlement expense; transformational initiative costs; and certain other charges presented in the reconciliation in this release. We define adjusted testing services revenue and adjusted revenue as GAAP revenue excluding the impact of revenue from tests performed in prior periods. We define adjusted EBITDA as non-GAAP net income (loss) before interest income, income tax (benefit) expense, depreciation expense and other (income) expense, net and revenue from tests performed in prior periods.
We are presenting these non-GAAP financial measures to assist investors in assessing our operating results through the eyes of management and because we believe that these measures provide an additional tool for investors to use in comparing our core business operating results over multiple periods where certain items may vary independent of business performance. Management believes this non-GAAP information is useful for investors, when considered in conjunction with CareDx’s GAAP financial statements, because management uses such information internally for its operating, budgeting and financial planning purposes. Non-GAAP information is not prepared under a comprehensive set of accounting rules and should only be used to supplement an understanding of CareDx’s operating results as reported under GAAP. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. These non-GAAP financial measures are not necessarily comparable to similarly titled measures presented by other companies. A reconciliation between GAAP and non-GAAP financial information is provided immediately following the financial tables. A reconciliation of the forecasted range for adjusted EBITDA for 2025 is not included in this release due to the number of variables in the projected range and because we are currently unable to quantify accurately certain amounts that would be required to be included in the U.S. GAAP measure or the individual adjustments for such reconciliation.
CareDx, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share data)
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Revenue: | ||||
| Testing services revenue | $ | 62,033 | $ | 70,918 |
| Product revenue | 11,833 | 10,610 | ||
| Patient and digital solutions revenue | 12,813 | 10,746 | ||
| Total revenue | 86,679 | 92,274 | ||
| Operating expenses: | ||||
| Cost of testing services | 15,406 | 14,308 | ||
| Cost of product | 4,981 | 6,298 | ||
| Cost of patient and digital solutions | 8,271 | 7,393 | ||
| Research and development | 16,830 | 19,693 | ||
| Sales and marketing | 24,279 | 21,002 | ||
| General and administrative | 27,683 | 30,907 | ||
| Litigation settlement expense | 350 | — | ||
| Total operating expenses | 97,800 | 99,601 | ||
| Loss from operations | (11,121) | (7,327) | ||
| Other income: | ||||
| Interest income, net | 2,364 | 2,826 | ||
| Other income (expense), net | 72 | (100) | ||
| Total other income | 2,436 | 2,726 | ||
| Loss before income taxes | (8,685) | (4,601) | ||
| Income tax benefit (expense) | 117 | (22) | ||
| Net loss | $ | (8,568) | $ | (4,623) |
| Net loss per share: | ||||
| Basic | $ | (0.16) | $ | (0.09) |
| Diluted | $ | (0.16) | $ | (0.09) |
| Weighted-average shares used to compute net loss per share: | ||||
| Basic | 54,304,754 | 52,195,620 | ||
| Diluted | 54,304,754 | 52,195,620 |
CareDx, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 68,212 | $ | 114,689 |
| Marketable securities | 118,043 | 145,964 | ||
| Accounts receivable | 67,362 | 64,605 | ||
| Inventory | 27,915 | 19,503 | ||
| Prepaid and other current assets | 25,764 | 7,071 | ||
| Total current assets | 307,296 | 351,832 | ||
| Property and equipment, net | 31,934 | 33,552 | ||
| Operating leases right-of-use assets | 25,372 | 24,340 | ||
| Intangible assets, net | 36,037 | 38,184 | ||
| Goodwill | 40,336 | 40,336 | ||
| Restricted cash | 551 | 585 | ||
| Other assets | 2,731 | 2,221 | ||
| Total assets | $ | 444,257 | $ | 491,050 |
| Liabilities and stockholders’ equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 9,863 | $ | 7,686 |
| Accrued compensation | 19,056 | 38,333 | ||
| Accrued litigation settlement expense | 20,250 | — | ||
| Accrued and other liabilities | 44,011 | 43,352 | ||
| Total current liabilities | 93,180 | 89,371 | ||
| Deferred tax liability | 131 | 164 | ||
| Contingent consideration | 160 | 174 | ||
| Operating lease liability, less current portion | 22,780 | 22,263 | ||
| Other liabilities | 636 | 645 | ||
| Total liabilities | 116,887 | 112,617 | ||
| Commitments and contingencies | ||||
| Stockholders’ equity: | ||||
| Common stock | 53 | 51 | ||
| Additional paid-in capital | 1,028,591 | 1,013,193 | ||
| Accumulated other comprehensive loss | (6,113) | (8,569) | ||
| Accumulated deficit | (695,161) | (626,242) | ||
| Total stockholders’ equity | 327,370 | 378,433 | ||
| Total liabilities and stockholders’ equity | $ | 444,257 | $ | 491,050 |
CareDx, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
(In thousands)
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cost of testing services reconciliation: | ||||
| GAAP cost of testing services | $ | 15,406 | $ | 14,308 |
| Stock-based compensation expense | (329) | (357) | ||
| Acquisition related-amortization of purchased intangibles | (346) | (329) | ||
| Non-GAAP cost of testing services | $ | 14,731 | $ | 13,622 |
| Cost of product reconciliation: | ||||
| GAAP cost of product | $ | 4,981 | $ | 6,298 |
| Stock-based compensation expense | (108) | (225) | ||
| Acquisition related-amortization of purchased intangibles | (442) | (411) | ||
| Restructuring costs | (164) | (53) | ||
| Non-GAAP cost of product | $ | 4,267 | $ | 5,609 |
| Cost of patient and digital solutions reconciliation: | ||||
| GAAP cost of patient and digital solutions | $ | 8,271 | $ | 7,393 |
| Stock-based compensation expense | (189) | (350) | ||
| Acquisition related-amortization of purchased intangibles | (153) | (238) | ||
| Restructuring costs | (174) | — | ||
| Non-GAAP cost of patient and digital solutions | $ | 7,755 | $ | 6,805 |
| Research and development expenses reconciliation: | ||||
| GAAP research and development expenses | $ | 16,830 | $ | 19,693 |
| Stock-based compensation expense | (1,407) | (1,628) | ||
| Restructuring costs | — | (15) | ||
| Non-GAAP research and development expenses | $ | 15,423 | $ | 18,050 |
| Sales and marketing expenses reconciliation: | ||||
| GAAP sales and marketing expenses | $ | 24,279 | $ | 21,002 |
| Stock-based compensation expense | (2,146) | (2,927) | ||
| Acquisition related-amortization of purchased intangibles | (648) | (628) | ||
| Restructuring costs | 12 | — | ||
| Non-GAAP sales and marketing expenses | $ | 21,497 | $ | 17,447 |
| General and administrative expenses reconciliation: | ||||
| GAAP general and administrative expenses | $ | 28,033 | $ | 30,907 |
| Stock-based compensation expense | (5,245) | (10,912) | ||
| Change in estimated fair value of contingent consideration | (501) | (210) | ||
| Acquisition related fees and expenses | (204) | (5) | ||
| Litigation settlement expense | (350) | — | ||
| Restructuring costs | (34) | — | ||
| Transformational initiative costs* | (1,871) | — | ||
| Other (charges) income | — | (44) | ||
| Non-GAAP general and administrative expenses | $ | 19,828 | $ | 19,736 |
| Total other income reconciliation: | ||||
| GAAP other income | $ | 2,436 | $ | 2,726 |
| Non-GAAP other income | $ | 2,436 | $ | 2,726 |
| Income tax benefit (expense) reconciliation: | ||||
| GAAP income tax benefit (expense) | $ | 117 | $ | (22) |
| Tax effect related to amortization of purchased intangibles | (109) | (98) | ||
| Non-GAAP income tax benefit (expense) | $ | 8 | $ | (120) |
* Transformational initiative costs consist of consulting expenses which relate to our ongoing transformation strategy that we have undertaken as a series of initiatives focused on operational excellence, enterprise-wide efficiency, and long-term strategic growth.
CareDx, Inc.
GAAP and Non-GAAP Operating Expenses
(Unaudited)
(In thousands)
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| GAAP operating expenses: | ||||
| Research and development | $ | 16,830 | $ | 19,693 |
| Sales and marketing | 24,279 | 21,002 | ||
| General and administrative | 28,033 | 30,907 | ||
| Total GAAP operating expenses | $ | 69,142 | $ | 71,602 |
| Non-GAAP operating expenses: | ||||
| Research and development | $ | 15,423 | $ | 18,050 |
| Sales and marketing | 21,497 | 17,447 | ||
| General and administrative | 19,828 | 19,736 | ||
| Total Non-GAAP operating expenses | $ | 56,748 | $ | 55,233 |
CareDx, Inc.
Reconciliation of GAAP to Non-GAAP Gross Profit and Gross Margin
(Unaudited)
(In thousands, except percentages)
| Three Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| GAAP total revenue | $ | 86,679 | $ | 92,274 | ||
| GAAP cost of sales | 28,658 | 27,999 | ||||
| GAAP gross profit | 58,021 | 64,275 | ||||
| GAAP gross margin % | 67 | % | 70 | % | ||
| Stock-based compensation expense | 626 | 932 | ||||
| Restructuring costs | 338 | 53 | ||||
| Acquisition related-amortization of purchased intangibles | 941 | 978 | ||||
| Non-GAAP gross profit | $ | 59,926 | $ | 66,238 | ||
| Non-GAAP gross margin % | 69 | % | 72 | % |
CareDx, Inc.
Reconciliation of GAAP Revenue to Non-GAAP Adjusted Revenue
(Unaudited)
(In thousands)
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Adjusted revenue reconciliation: | ||||
| Revenue (GAAP) | $ | 86,679 | $ | 92,274 |
| Revenue from tests performed in prior periods* | 3,827 | (13,214) | ||
| Adjusted revenue (Non-GAAP) | $ | 90,506 | $ | 79,060 |
* For the three months ended June 30, 2025, the Company reduced revenue by $3.8 million for tests performed in prior periods. For the three months ended June 30, 2024, the Company recognized $13.2 million in revenue for the tests performed in prior periods.
CareDx, Inc.
Reconciliation of GAAP Testing Services Revenue to Non-GAAP Adjusted Testing Services Revenue
(Unaudited)
(In thousands)
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Adjusted testing services revenue reconciliation: | ||||
| Testing services revenue (GAAP) | $ | 62,033 | $ | 70,918 |
| Revenue from tests performed in prior periods* | 3,827 | (13,214) | ||
| Adjusted testing services revenue (Non-GAAP) | $ | 65,860 | $ | 57,704 |
* For the three months ended June 30, 2025, the Company reduced revenue by $3.8 million for tests performed in prior periods. For the three months ended June 30, 2024, the Company recognized $13.2 million in revenue for the tests performed in prior periods.
CareDx, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
(In thousands, except share and per share data)
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| GAAP net loss | $ | (8,568) | $ | (4,623) |
| Stock-based compensation expense | 9,424 | 16,399 | ||
| Acquisition related-amortization of purchased intangibles | 1,589 | 1,606 | ||
| Acquisition related fees and expenses | 204 | 5 | ||
| Change in estimated fair value of contingent consideration | 501 | 210 | ||
| Other income and charges | — | 44 | ||
| Tax effect related to amortization of purchased intangibles | (109) | (98) | ||
| Transformational initiative costs* | 1,871 | — | ||
| Restructuring costs | 360 | 68 | ||
| Litigation settlement expense | 350 | — | ||
| Non-GAAP net income | $ | 5,622 | $ | 13,611 |
| GAAP basic and diluted net loss per share | $ | (0.16) | $ | (0.09) |
| Non-GAAP basic net income per share | $ | 0.10 | $ | 0.26 |
| Non-GAAP diluted net income per share | $ | 0.10 | $ | 0.25 |
| Shares used in computing non-GAAP basic net income per share | 54,304,754 | 52,195,620 | ||
| Shares used in computing non-GAAP diluted net income per share | 56,385,713 | 54,333,731 |
* Transformational initiative costs consist of consulting expenses which relate to our ongoing transformation strategy that we have undertaken as a series of initiatives focused on operational excellence, enterprise-wide efficiency, and long-term strategic growth.
CareDx, Inc.
Reconciliation of Non-GAAP to Adjusted EBITDA
(Unaudited)
(In thousands)
| Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| GAAP net loss | $ | (8,568) | $ | (4,623) |
| Stock-based compensation expense | 9,424 | 16,399 | ||
| Acquisition related-amortization of purchased intangibles | 1,589 | 1,606 | ||
| Acquisition related fees and expenses | 204 | 5 | ||
| Change in estimated fair value of contingent consideration | 501 | 210 | ||
| Other income and charges | — | 44 | ||
| Tax effect related to amortization of purchased intangibles | (109) | (98) | ||
| Transformational initiative costs | 1,871 | — | ||
| Restructuring costs | 360 | 68 | ||
| Litigation settlement expense | 350 | — | ||
| Non-GAAP net income | 5,622 | 13,611 | ||
| Interest income | (2,364) | (2,826) | ||
| Income tax (benefit) expense | (8) | 121 | ||
| Depreciation expense | 2,132 | 1,937 | ||
| Other (income) expense, net | (72) | 100 | ||
| Adjusted EBITDA | 5,310 | 12,943 | ||
| Revenue from tests performed in prior periods | 3,827 | (13,214) | ||
| Adjusted EBITDA after revenue from tests performed in prior periods | $ | 9,137 | $ | (271) |
CareDx, Inc.
Media Relations
Natasha Wagner
nwagner@CareDx.com
Investor Relations
Caroline Corner
investor@CareDx.com