8-K - CDNA - Equibles

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): October 29, 2020

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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:

(Title of each class)	(Trading<br> <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 2.02	Results of Operations and Financial Condition.

On October 29, 2020, CareDx, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2020. 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, or the Exchange 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.

On October 29, 2020, the Company announced that the Company’s board of directors (the “Board”) elected Reginald Seeto, MBBS, the Company’s current President and Chief Business Officer, to succeed Peter Maag, Ph.D. as the Company’s Chief Executive Officer and principal executive officer, effective as of November 1, 2020 (the “Effective Date”). As of the Effective Date, Dr. Seeto was also appointed as a Class III director of the Company. Dr. Maag will continue to serve on the Board as its Chairman, and, was appointed as the Company’s Executive Chair, effective as of the Effective Date.

Dr. Seeto, age 49, has served as the Company’s President and Chief Business Officer since November 2018. Dr. Seeto served as the Chief Operating Officer of Ardelyx, Inc., a specialized biopharmaceutical company, from October 2016 through mid-August 2018 and continued with Ardelyx, Inc. from August 2018 through December 2018 as a consultant. From April 2008 until October 2016, Dr. Seeto held various positions of increasing responsibility at MedImmune Limited, a biotechnology company and subsidiary of AstraZeneca Plc, and at AstraZeneca, most recently serving as vice president, head of partnering and strategy for AstraZeneca. Earlier, he served as company president of AstraZeneca Thailand and before that, as executive vice president of corporate development and strategy for MedImmune. Prior to joining AstraZeneca/MedImmune, Dr. Seeto held senior marketing roles at Organon Biosciences, which was acquired by Schering Plough in 2007, and Boehringer Ingelheim Pharmaceuticals. Earlier, Dr. Seeto served as an engagement manager for McKinsey & Company and started his career as a practicing medical doctor and clinical researcher in Australia. Dr. Seeto earned both his BScMed (Hons) and MBBS (Hons) in medical studies from the University of Sydney, Australia.

There are no arrangements or understandings between Dr. Seeto and any other persons pursuant to which he was selected as Chief Executive Officer. There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) involving the Company and Dr. Seeto.

In connection with Dr. Seeto’s appointment as the Company’s Chief Executive Officer, the Compensation Committee of the Board approved an increase in Dr. Seeto’s base salary to $540,000 and an increase in his annual performance bonus to a target of 90% of his annual base salary, effective as of the Effective Date.

In addition, the Change of Control and Severance Agreement, dated November 26, 2018, between Dr. Seeto and the Company (the “Seeto Change of Control Agreement”) was amended on October 29, 2020 (the “Amendment to Change of Control Agreement”) to provide that, effective as of the Effective Date, Dr. Seeto will be entitled to twelve months’ severance and twelve months of continued benefits (increased from six months’ severance and six months of continued benefits) if, within two months prior to, or twelve months following, a change of control, the Company or its successor terminates Dr. Seeto’s employment without cause, or if the Company or a successor terminates Dr. Seeto’s employment without cause and such termination occurs outside of a change of control event. The foregoing description of the Amendment to Change of Control Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to Change of Control Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference, and the form of Change of Control and Severance Agreement between the Company and each of its executive officers, filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-196494) filed on June 3, 2014.

In connection with Dr. Seeto’s appointment as the Company’s Chief Executive Officer, effective as of November 2, 2020, Dr. Seeto will also be granted an option to purchase 19,000 shares of the Company’s Common Stock (the “Option”), 6,100 restricted stock units (the “RSUs”) and 6,100 performance restricted stock units (“PRSUs”) under the Company’s 2014 Equity Incentive Plan. The Option will vest, subject to Dr. Seeto’s continued employment with the Company, 1/4th on the one year anniversary of the Effective Date, and 1/48th of the total number of shares subject to the Option will vest at the end of each calendar month thereafter. The RSUs will vest at a rate of 25% per year on each one-year anniversary from the Effective Date. The PRSUs will vest upon the achievement of certain pre-established Company metrics.

In connection with Dr. Maag’s appointment as the Company’s Executive Chair, on October 29, 2020, the Company and Dr. Maag entered into an executive chair agreement, which will be effective as of the Effective Date (the “Executive Chair Agreement”). The Executive Chair Agreement provides that Dr. Maag’s annual base salary is $270,000 and his annual performance bonus is 100% of his annual base salary. In addition, any time-based vesting equity awards that Dr. Maag held as of the date of the Executive Chair Agreement or that are thereafter granted to Dr. Maag will automatically vest through June 30, 2024 if Dr. Maag’s employment with the Company is terminated by the Company without cause (as defined in the Executive Chair Agreement) before June 30, 2024. The foregoing description of the Executive Chair Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Executive Chair Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01	Other Events.

On October 29, 2020, the Company issued a press release announcing the appointment of Dr. Maag as the Company’s Executive Chair and Dr. Seeto as the Company’s Chief Executive Officer. A copy of the press release is filed herewith as Exhibit 99.2 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
10.1	Amendment to Change of Control and Severance Agreement, dated October 29, 2020, by and between CareDx, Inc. and Reginald Seeto, MBBS.
10.2	Executive Chair Agreement, dated October 29, 2020, by and between CareDx, Inc. and Peter K. Maag, Ph.D.
99.1	Press Release issued by CareDx, Inc., dated October 29, 2020.
99.2	Press Release issued by CareDx, Inc., dated October 29, 2020.
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: October 29, 2020	CAREDX, INC.
	By:	/s/ Michael Bell
		Michael Bell
		Chief Financial Officer

EX-10.1

Exhibit 10.1

LOGO

CareDx, Inc.

1 Tower Place, 9^th^ Floor

South San Francisco, California 94080

October 29, 2020

Reginald Seeto, MBBS

[…***…]

Re:	Amendment to Change of Control and Severance Agreement

Dear Reg:

Subject to your execution below, this letter hereby amends that certain Change of Control and Severance Agreement, dated November 26, 2018 (the “Change of Control Agreement”), between you and CareDx, Inc. (the “Company”) by making the following modifications, in each case effective as of and contingent upon your appointment as the Company’s Chief Executive Officer:

1.	The reference to “six (6)” in Section 3(a)(ii) of the Change of Control Agreement shall be<br>replaced with “twelve (12)”.
2.	Each of the two references to “six (6)” in Section 3(a)(iii) of the Change of Control Agreement<br>shall be replaced with “twelve (12)”.
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3.	The reference to “six (6)” in Section 3(b)(ii) of the Change of Control Agreement shall be<br>replaced with “twelve (12)”.
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4.	Each of the two references to “six (6)” in Section 3(b)(iv) of the Change of Control Agreement<br>shall be replaced with “twelve (12)”.
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Except as modified by this amendment, the Change of Control Agreement shall remain in full force and effect and no party by virtue of entering into this amendment is waiving any rights it has under the Change of Control Agreement, and once this amendment is executed by the parties hereto, all references in the Change of Control Agreement to “the Agreement” or “this Agreement,” as applicable, shall refer to the Change of Control Agreement, as modified by this amendment.

This amendment may be executed in counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

[Signature Page Follows]

If this amendment is acceptable to you, please sign and date this amendment below and return the signed and dated amendment to me.

Very truly yours,
CAREDX, INC.
By:	/s/ Fred E. Cohen, M.D., D. Phil
	Name: Fred E. Cohen, M.D., D. Phil
	Title: Chair, Compensation Committee of the Board of Directors
ACCEPTED AND AGREED:
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/s/ Reginald Seeto, MBBS
Reginald Seeto, MBBS
Date: October 29, 2020

[Signature Page to Amendment to Change of Control Agreement (R. Seeto)]

EX-10.2

Exhibit 10.2

EXECUTIVE CHAIR AGREEMENT

This Executive Chair Agreement (this “Agreement”) is entered into by and between Peter K. Maag, Ph.D. (“Executive”) and CareDx, Inc., a Delaware corporation (the “Company”), effective as of November 1, 2020.

WHEREAS, Executive and the Company are parties to that certain Chief Executive Employment Agreement, by and between Executive and the Company, dated September 19, 2012 (the “Prior Employment Agreement”); and

WHEREAS, Executive and the Company desire to amend and restate the Prior Employment Agreement in its entirety as set forth in this Agreement.

For good and valuable consideration, the receipt of which is hereby acknowledged, the Company and Executive do hereby agree, covenant and promise as follows:

1.	Employment and Duties

Effective as of the date hereof, the Company is employing Executive with the title of “Executive Chair”. Executive will be responsible for working closely with the Company’s Board of Directors (the “Board of Directors”) and the executive team of the Company to further the goals and objectives of the Company, consistent with the usual and customary duties of an Executive Chair. Executive will report directly to the Board of Directors and will be assigned tasks, responsibilities and duties as the Board of Directors sees fit. Subject to appointment by the Board of Directors or stockholders of the Company, Executive shall serve as a member of the Board of Directors during Executive’s employment term.

2.	Base Salary

Executive’s annual base salary will be $270,000 per year, subject to customary withholdings. Executive’s salary may be reviewed by the Board of Directors at any time.

3.	Incentive Compensation and Benefits

The Company agrees to provide Executive with the following incentive compensation and benefits, provided that Executive is employed under this Agreement and other eligibility requirements are met:

(a) Annual Bonus. Executive will be eligible for an annual bonus of up to 100% of Executive’s annual base salary. Payment of this bonus will be based on the achievement of the goals determined by the Board of Directors. Bonuses, if paid, are paid upon approval by the Board of Directors (or its Compensation Committee). Executive must be employed by the Company at the time of the approval by the Board of Directors to be eligible for a bonus.

(b) Benefits. Executive will receive certain benefits routinely provided to the Company’s employees, which benefits may be changed from time to time. Presently, these include medical, dental and vision and short and long term disability insurance benefits. Executive will be entitled to three weeks of paid vacation per year of employment.

(c) Severance and Change of Control Bonus. Executive will be eligible for certain severance and change of control benefits as set forth in that certain Change of Control and Severance Agreement, dated June 26, 2014, by and between Executive and the Company (the “Change of Control Agreement”). Notwithstanding anything to the contrary contained in the Change of Control Agreement, if the Company terminates Executive’s employment with the Company without Cause (as defined below) prior to June 30, 2024, such portion of each of Executive’s Equity Awards (as defined below) as would have vested on or through June 30, 2024 shall automatically be deemed vested as of such termination of employment; provided, that for purposes of the foregoing, any Equity Awards subject to the achievement of performance criteria shall not be accelerated vesting unless otherwise determined by the Board of Directors (or its Compensation Committee) in its sole and absolute discretion with respect to any unvested portion thereof that would have otherwise vested through and including June 30, 2024.

For purposes of this Agreement, “EquityAwards” shall be defined as outstanding stock options, stock appreciation rights, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards.

For purposes of this Agreement, “Cause” shall be defined as (i) Executive’s material failure to perform Executive’s stated duties, and Executive’s continued failure to the reasonable satisfaction of the Company within ten (10) days following written notice of such failure to Executive from the Board of Directors, (ii) Executive’s material violation of a Company policy (including any insider trading policy) or any written agreement or covenant with the Company, (iii) Executive’s conviction of, or entry of a plea of guilty or nolocontendere to, a felony (other than motor vehicle offenses the effect of which do not materially impair Executive’s performance of his employment duties), (iv) a willful act by Executive that constitutes gross misconduct and which is injurious to the Company, (v) Executive’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company, (vi) the unauthorized use or disclosure by Executive of any proprietary information or trade secrets of the Company or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company, or (vii) Executive’s willful failure to cooperate with an investigation by a governmental authority. The determination as to whether Executive is being terminated for Cause will be made in good faith by the Board of Directors and will be final and binding on Executive. The foregoing definition does not in any way limit the Company’s ability to terminate Executive’s employment relationship at any time as provided in Section 5, and the term “Company” will be interpreted to include any subsidiary, parent, affiliate or successor thereto, if applicable.

(d) 401(k) Plan. Executive may also elect to participate in the Company’s 401(k) plan.

4.	Performance

During Executive’s employment, Executive shall devote substantially all of Executive’s time and attention to the interests of the Company in a manner consistent with the highest

professional standards and the Company’s policies; provided, however, that the Company and Executive agree that Executive has disclosed that he currently serves on boards and directors and advisory boards of other companies. Subject to Section 7, Executive may continue such service during the term of his employment with the Company. Prior to commencing service on any additional advisory boards or boards of directors during the term of his employment, Executive will inform the Board of Directors.

5.	Termination of Agreement

This Agreement has no fixed term. It can be terminated at the will of either the Company or Executive. In other words, this Agreement is an at-will employment agreement. “At-will” means that either the Company or Executive may terminate this Agreement and the employment relationship for any reason or for no reason, with or without notice.

No implied contract concerning any employment-related decision or term or condition of employment can be established by this Agreement or by any oral statement, conduct, policy or practice. There has been no promise, implied or otherwise, by the Company of continued employment or employment for any length of time or term or of any salary increase. The Company has made no promise other than that which appears in this Agreement.

6.	Confidentiality

In the course of Executive’s employment with the Company, Executive will have access to, and become acquainted with, information concerning, among other things, the Company, its research, its financers, its finances, its business plans, etc., that is confidential and proprietary to the Company and that constitutes trade secrets. This information (collectively, “confidential information”) may include business and marketing plans; techniques and strategies; financial statements of the Company; databases, customer lists and prospect lists; projections, budgets, salaries and other costs of the Company; investment strategies and know-how, formulae and theories; and, training materials and promotional materials and information. Executive’s relationship with the Company will create a relationship of confidence and trust as to such confidential information.

As a condition of this Agreement, Executive agrees that Executive will not use, publish, disseminate, misappropriate or otherwise disclose any of the Company’s confidential information, either during Executive’s employment or thereafter. Executive agrees to take all reasonable precautions to protect the confidential nature of the Company’s confidential information and all other documents or materials entrusted to Executive, or that Executive generates, during Executive’s employment. Executive further agrees that all files, records, documents, statistical data, lists and similar items relating to the Company’s business are the property of the Company and will be returned to the Company upon the termination of Executive’s employment.

As a condition of Executive’s employment, Executive makes the following representations to the Company: Executive has not breached and will not breach any contractual or fiduciary duty to any previous employer or any client or customer of any such employer; Executive has not misappropriated and will not misappropriate any trade secret or proprietary or confidential information or other property of any such employer or any client or customer of any such

employer; Executive will not, in the course of Executive’s employment with the Company, engage in any activity that involves the use, disclosure, misappropriation, or conversion of any trade secret or proprietary or confidential information or other property of any such employer or any client or customer of any such employer; and, Executive will not otherwise engage in any practice that may constitute unfair competition or an unfair trade practice within the meaning of applicable law. In addition, Executive represents that Executive’s employment by the Company and Executive’s compliance with the terms of this Agreement will not breach any agreement to keep in confidence any proprietary information Executive has received from any former employer.

Pursuant to the Defend Trade Secrets Act of 2016, Executive acknowledges that Executive will not have criminal or civil liability to the Company under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and may use the trade secret information in the court proceeding, if Executive (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.

Executive acknowledges and agrees that Executive shall continue to be bound by the terms of that certain At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement entered into between Executive and the Company as of October 3, 2012 (the “ConfidentialityAgreement”). In the event of any inconsistency between this Agreement and the Confidentiality Agreement, this Agreement shall control.

7.	Solicitation and Competition

During Executive’s employment, Executive shall not directly or indirectly own an interest in, join, operate, control or participate in or be connected as an officer, employee, agent, independent contractor, consultant, partner, shareholder or principal with, any other entity or person engaged in developing, providing, soliciting orders for, selling, distributing or marketing services that directly or indirectly compete with the Company’s services or business. For one (1) year following termination of Executive’s employment (voluntary or involuntary, whether or not for cause), Executive shall not, directly or indirectly, and whether or not for compensation, (a) divert or attempt to divert from the Company any entities or persons who are customers or financial supporters of the Company by means of confidential information, any unfair trade practice or by way of any unlawful means, or (b) solicit any employee of the Company to leave the Company’s employ (but only to the extent this clause (b) is permissible under applicable law).

8.	Modification and Severability

No addition to, modification of, amendment to or deletion from this Agreement shall be valid unless it is in writing and executed by the Company and Executive. A legal determination that any paragraph, sub-paragraph, sentence, clause or provision of this Agreement is void, invalid or unenforceable shall have no effect on any other paragraph, sentence, clause or provision of this Agreement.

9.	Entire Agreement; Amendment and Restatement of Chief Executive Employment Agreement

Executive and the Company agree that this Agreement, the Confidentiality Agreement, the Change of Control Agreement and the award agreements governing Executive’s Equity Awards contain the entire understanding and Agreement between them regarding Executive’s employment by the Company. There are no oral agreements or understandings or any other written agreements which directly or indirectly affect the employment relationship between the Company and Executive.

Executive acknowledges and agrees that the Company made no promise, inducement, implied promise, pledge or assurance not set forth within this Agreement. Executive further acknowledges and agrees that Executive was not induced or encouraged to leave previous employment by the Company or any agent of the Company.

Executive and the Company further acknowledge and agree that this Agreement amends and restates the Prior Employment Agreement in its entirety.

10.	Arbitration of Disputes

In consideration of Executive’s employment with the Company, its promise to arbitrate all employment-related disputes and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims or disputes with anyone (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to or resulting from Executive’s employment with the Company or termination thereof, including any breach of this Agreement, will be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1281.8 (the “Act”), and pursuant to California law. The Federal Arbitration Act will also apply with full force and effect, notwithstanding the application of procedural rules set forth under the Act.

Disputes that Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims underlocal, state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes Oxley Act, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the Family and Medical Leave Act, the California Family Rights Act, the California Labor Code, claims of harassment, discrimination, wrongful termination and any statutory or common law claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive.

Executive agrees that any arbitration will be administered by the Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”). The arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to

dismiss and demurrers and motions for class certification, prior to any arbitration hearing. The arbitrator will have the power to award any remedies available under applicable law, and the arbitrator will award attorneys’ fees and costs to the prevailing party, except as prohibited by law. The Company will pay for any administrative or hearing fees charged by the administrator or JAMS, and all arbitrator’s fees, except that Executive will pay any filing fees associated with any arbitration that Executive initiates, but only so much of the filing fee as Executive would have instead paid had Executive filed a complaint in a court of law. Executive agrees that the arbitrator will administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure and the California Evidence Code, and that the arbitrator will apply substantive and procedural California law to any dispute or claim, without reference to the rules of conflict of law. To the extent that the JAMS Rules conflict with California law, California law will take precedence. The decision of the arbitrator will be in writing. Any arbitration under this Agreement will be conducted in San Francisco County, California.

Except as provided by the Act, arbitration will be the sole, exclusive and final remedy for any dispute between Executive and the Company. Accordingly, except as provided by the Act and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that aresubject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.

Executive is not prohibited from pursuing an administrative claim with a local, state or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board or the Workers’ Compensation Board. However, Executive may not pursue court action regarding any such claim, except as permitted by law.

Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL*.* Finally, Executive agrees that Executive has been provided an opportunity to seek the advice of an attorney of Executive’s choice before signing this Agreement.

11.	Section 409A

Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any guidance promulgated thereunder (“Section 409A”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if

any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. Each payment and benefit payable under this Agreement is intended to constitute a separation payment under Treasury Regulation Section 1.409A-2(b)(2).

Notwithstanding any provision to the contrary in this Agreement, in order to comply with Section 409A, if necessary, no payment or benefit to which Executive otherwise becomes entitled under this Agreement in connection with the termination of Executive’s employment, shall be made or provided to Executive prior to the earlier of (i) the expiration of the six month period measured from the date of Executive’s “separation from service” with the Company (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of Executive’s death, if Executive is deemed at the time of such separation from service to be a “specified employee” within the meaning of Code Section 409A and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409(A)(a)(2). Upon the expiration of the applicable Code Section 409(a)(2) deferral period, if any, all payments and benefits deferred pursuant to this Section 11 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

12.	Counterparts

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.

13.	Choice of Law

The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).

[Signature Page Follows]

IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Executive Chair Agreement as of the dates set forth below.

	CAREDX, INC.
DATED: October 29, 2020	/s/ Fred E. Cohen, M.D., D. Phil
	By: Fred E. Cohen, M.D., D. Phil
	Title: Chair, Compensation Committee of the Board of Directors
	EXECUTIVE
DATED: October 29, 2020	/s/ Peter K. Maag, Ph.D.
	Peter K. Maag, Ph.D.

EX-99.1

Exhibit 99.1

LOGO

CareDx Reports Third Quarter 2020 Results

Third Quarter 2020 and Recent Highlights:

•	Achieved total revenue of $53.4 million for the three months ended September 30, 2020, increasing 58%<br>year-over-year
•	Provided over 21,800 AlloSure Kidney and AlloMap Heart patient results
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•	Received final positive Medicare coverage decision for AlloSure Heart
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•	Announced publication of pivotal AlloSure Lung data
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“Our team continues to deliver the winning formula for CareDx. Beginning with a decision to drive our initiatives with a singular focus on transplantation, we continue to execute on our objectives and achieve tremendous results as we march forward with our mission to improve transplant patient care,” said Peter Maag, CareDx Chairman and Chief Executive Officer. “We truly have an imminent opportunity to make our solutions be the standard of care for transplanted organ surveillance, and our efforts are centered on making this a reality.”

Third Quarter 2020 Financial Results

Revenue for the three months ended September 30, 2020 was $53.4 million, compared with $33.8 million in the third quarter of 2019. Testing services revenue for the third quarter was $45.5 million, compared with $28.2 million in the same period of 2019. Product revenue in the three months ended September 30, 2020 was $5.4 million, compared to $4.2 million in the same period of 2019. Digital and other revenue for the third quarter 2020 was $2.5 million, compared to $1.4 million in the same period of 2019.

For the third quarter of 2020, the net loss was $2.8 million compared to a net loss of $1.8 million in the same period of 2019. Diluted net loss per share was $0.06 in the third quarter of 2020, compared to a diluted net loss per share of $0.04 in the third quarter of 2019.

Non-GAAP net income was $5.1 million in the third quarter of 2020 compared to $0.9 million non-GAAP net income in the third quarter of 2019. Diluted non-GAAP net income per share was $0.10 in the third quarter of 2020, compared to a diluted non-GAAP net income per share of $0.02 in the third quarter of 2019.

Adjusted EBITDA for the third quarter of 2020 was a gain of $5.6 million, compared to an adjusted EBITDA gain of $0.8 million in the third quarter of 2019.

Cash and cash equivalents were $213.8 million as of September 30, 2020.

For additional information regarding non-GAAP financial measures discussed herein, please see “Use of Non-GAAP Financial Measures,” “Reconciliation of GAAP to Non-GAAP Financial Measures,” and “Reconciliation of GAAP to Non-GAAP Adjusted EBITDA Financial Measures” below.

2020 Guidance

While CareDx experienced improved trends in the third quarter, due to the continued uncertainties with respect to the COVID-19 pandemic, CareDx will not be providing revenue guidance at this time.

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.

Forward-Looking Statements

This press release includes forward-looking statements, including expectations regarding the achievement of our financial and operational goals and our prospects. 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, including general economic and market factors, among others discussed in CareDx’s filings with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed by CareDx with the SEC on February 28, 2020, and the periodic reports that CareDx has subsequently 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. CareDx expressly disclaims any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements.

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 net income, non-GAAP basic and diluted net income per

share and adjusted EBITDA. We define non-GAAP net income and per share results as the GAAP net income and per share results excluding the impacts of stock-based compensation; changes in estimated fair value of warrants, derivative liabilities and contingent consideration; acquisition related impairment charges and amortization of intangible assets, purchase accounting adjustments and related tax effects; costs involved with completing an acquisition; amortization of debt discount; and certain other financing charges. We define adjusted EBITDA as non-GAAP net income/(loss) before net interest income/(expense), income tax benefit, depreciation and amortization, and other income and expense. 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. 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.

Investor Relations Contact

Greg Chodaczek

347-620-7010

investor@caredx.com

CareDx, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(Inthousands, except share and per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Revenue:
Testing services revenue	$	45,529		$	28,226		$	113,264		$	75,421
Product revenue		5,383			4,200			13,369			13,226
Digital and other revenue		2,457			1,385			6,917			2,600
Total revenue		53,369			33,811			133,550			91,247
Operating expenses:
Cost of testing services		11,900			7,421			30,631			21,928
Cost of product		3,705			2,986			9,635			9,161
Cost of digital and other		1,210			1,087			3,966			1,650
Research and development		12,474			8,521			35,616			21,765
Sales and marketing		13,870			11,058			37,727			28,627
General and administrative		13,117			9,485			35,436			27,103
Total operating expenses		56,276			40,558			153,011			110,234
Loss from operations		(2,907	)		(6,747	)		(19,461	)		(18,987	)
Other income (expense):
Interest income, net		29			37			146			679
Change in estimated fair value of common stock warrant liability		79			4,346			(990	)		(14	)
CARES Act Provider Relief Fund		—			—			4,813			—
Other expense, net		(254	)		(398	)		(572	)		(644	)
Total other (expense) income		(146	)		3,985			3,397			21
Loss before income taxes		(3,053	)		(2,762	)		(16,064	)		(18,966	)
Income tax benefit		235			949			865			1,775
Net loss	$	(2,818	)	$	(1,813	)	$	(15,199	)	$	(17,191	)
Net loss per share:
Basic	$	(0.06	)	$	(0.04	)	$	(0.33	)	$	(0.41	)
Diluted	$	(0.06	)	$	(0.04	)	$	(0.33	)	$	(0.41	)
Weighted-average shares used to compute net loss per share:
Basic		49,010,680			42,393,550			45,526,810			42,048,647
Diluted		49,010,680			42,393,550			45,526,810			42,048,647

CareDx, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(Inthousands)

	September 30, 2020			December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	213,798		$	38,223
Accounts receivable		30,610			24,057
Inventory		9,906			6,014
Prepaid and other current assets		4,345			3,628
Total current assets		258,659			71,922
Property and equipment, net		10,144			4,430
Operating leases<br>right-of-use assets		15,802			4,730
Intangible assets, net		43,830			45,541
Goodwill		23,857			23,857
Restricted cash		260			256
Other assets		1,000			1,000
Total assets	$	353,552		$	151,736
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	9,519		$	5,506
Accrued compensation		13,791			12,484
Accrued and other liabilities		18,617			16,838
Deferred revenue - CMS advance payment		20,496			—
Total current liabilities		62,423			34,828
Deferred tax liability		1,187			1,973
Common stock warrant liability		532			6,607
Deferred payments for intangible assets		3,480			5,207
Operating lease liability, less current portion		16,539			2,370
Other liabilities		747			1,751
Total liabilities		84,908			52,736
Commitments and contingencies
Stockholders’ equity:
Common stock		47			42
Additional paid-in capital		621,961			437,976
Accumulated other comprehensive loss		(4,352	)		(5,205	)
Accumulated deficit		(349,012	)		(333,813	)
Total stockholders’ equity		268,644			99,000
Total liabilities and stockholders’ equity	$	353,552		$	151,736

CareDx, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

(Inthousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Cost of testing services reconciliation:
GAAP cost of testing services	$	11,900		$	7,421		$	30,631		$	21,928
Stock-based compensation expense		(431	)		(294	)		(1,101	)		(1,423	)
Acquisition related-amortization of purchased intangibles		(329	)		(156	)		(987	)		(408	)
Non-GAAP cost of testing services	$	11,140		$	6,971		$	28,543		$	20,097
Cost of product reconciliation:
GAAP cost of product	$	3,705		$	2,986		$	9,635		$	9,161
Stock-based compensation expense		(97	)		(77	)		(289	)		(192	)
Acquisition related-amortization of purchased intangibles		(445	)		(346	)		(1,210	)		(1,067	)
Non-GAAP cost of product	$	3,163		$	2,563		$	8,136		$	7,902
Cost of digital and other reconciliation:
GAAP cost of digital and other	$	1,210		$	1,087		$	3,966		$	1,650
Stock-based compensation expense		(124	)		(54	)		(338	)		(90	)
Acquisition related-amortization of purchased intangibles		(86	)		(74	)		(259	)		(131	)
Non-GAAP cost of digital and other	$	1,000		$	959		$	3,369		$	1,429
Research and development expenses reconciliation:
GAAP research and development expenses	$	12,474		$	8,521		$	35,616		$	21,765
Stock-based compensation expense		(1,224	)		(954	)		(3,490	)		(3,227	)
Non-GAAP research and development expenses	$	11,250		$	7,567		$	32,126		$	18,538
Sales and marketing expenses reconciliation:
GAAP sales and marketing expenses	$	13,870		$	11,058		$	37,727		$	28,627
Stock-based compensation expense		(1,623	)		(1,125	)		(4,175	)		(2,796	)
Acquisition related-amortization of purchased intangibles		(376	)		(336	)		(1,089	)		(882	)
Impairment		—			—			—			(150	)
Non-GAAP sales and marketing expenses	$	11,871		$	9,597		$	32,463		$	24,799
General and administrative expenses reconciliation:
GAAP general and administrative expenses	$	13,117		$	9,485		$	35,436		$	27,103
Stock-based compensation expense		(3,249	)		(3,460	)		(8,031	)		(9,282	)
Change in estimated fair value of contingent consideration		(35	)		—			(301	)		—
Acquisition related fees and expenses		—			(86	)		—			(654	)
Non-GAAP general and administrative expenses	$	9,833		$	5,939		$	27,104		$	17,167
Total other income (expense) reconciliation:
GAAP other income (expense), net	$	(146	)	$	3,985		$	3,397		$	21
Change in estimated fair value of common stock warrant liability		(79	)		(4,346	)		990			14
Accretion of liability		80			173			272			173
Non-GAAP other income (expense), net	$	(145	)	$	(188	)	$	4,659		$	208
Income tax benefit reconciliation:
GAAP income tax benefit	$	235		$	949		$	865		$	1,775
Tax effect related to amortization of purchased intangibles		(130	)		(119	)		(369	)		(364	)
Non-GAAP income tax benefit	$	105		$	830		$	496		$	1,411

CareDx, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

(Inthousands, except share and per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Net loss	$	(2,818	)	$	(1,813	)	$	(15,199	)	$	(17,191	)
Stock-based compensation expense		6,748			5,964			17,424			17,010
Acquisition related-amortization of purchased intangibles		1,236			912			3,545			2,488
Acquisition related fees and expenses		—			86			—			654
Change in estimated fair value of contingent consideration		35			—			301			—
Change in estimated fair value of common stock warrant liability		(79	)		(4,346	)		990			14
Accretion of liability		80			173			272			173
Tax effect related to amortization of purchased intangibles		(130	)		(119	)		(369	)		(364	)
Impairment		—			—			—			150
Non-GAAP net income	$	5,072		$	857		$	6,964		$	2,934
GAAP basic and diluted net loss per share	$	(0.06	)	$	(0.04	)	$	(0.33	)	$	(0.41	)
Non-GAAP basic net income per share	$	0.10		$	0.02		$	0.15		$	0.07
Non-GAAP diluted net income per share	$	0.10		$	0.02		$	0.15		$	0.07
Shares used in computing non-GAAP basic net income per<br>share		49,010,680			42,393,550			45,526,810			42,048,647
Shares used in computing non-GAAP diluted net income per<br>share		50,446,939			43,775,682			46,571,527			44,111,648

CareDx, Inc.

Reconciliation of Non-GAAP to Adjusted EBITDA Financial Measures

(Unaudited)

(Inthousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Non-GAAP net income	$	5,072		$	857		$	6,964		$	2,934
Interest income		(29	)		(37	)		(146	)		(679	)
Income tax benefit		(105	)		(830	)		(496	)		(1,411	)
Depreciation expense		486			395			1,235			1,199
CARES Act Provider Relief Fund		—			—			(4,813	)		—
Other expense, net		174			398			300			644
Adjusted EBITDA	$	5,598		$	783		$	3,044		$	2,687

EX-99.2

Exhibit 99.2

LOGO

Peter Maag Appointed Executive Chairman of the Board of Directors

of CareDx; Reginald Seeto Appointed President and CEO

SOUTH SAN FRANCISCO, CA, October 29, 2020 — 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 effective November 1, 2020, Peter Maag, current Chairman and Chief Executive Officer, will assume the role of Executive Chairman of the Board of Directors, and Reginald Seeto, currently President and Chief Business Officer, will assume the role of President and Chief Executive Officer and will join the CareDx Board of Directors.

Peter Maag joined CareDx in 2012 as Chief Executive Officer and has led the company through its IPO and a period of significant growth, both organically and through pivotal acquisitions, which has transformed CareDx into a leading precision medicine company in transplantation. Michael Goldberg, CareDx Lead Independent Director, stated, “On behalf of our shareholders, the Board would like to thank Peter for his extraordinary dedication and enormous contribution to the company as CEO for the last eight years. He has performed admirably, and we could not be more pleased that he will continue to actively serve the company as Executive Chairman.”

“The time is right for Reg to become CareDx’s next CEO,” stated Peter Maag. “Reg is an exceptional leader with a demonstrated track record of leading organizations and implementing growth strategies. I look forward to partnering with him in his new role to continue the company’s strong legacy of innovation and execution.”

Reg joined CareDx in 2018 as President and CBO, working closely with Peter, the Board of Directors, and the management team to set the company’s strategic direction and lead the commercial, clinical, manufacturing, and research and development organizations. He has significantly and positively impacted the performance of the company, been instrumental in CareDx’s evolution, and successfully executed on multiple major initiatives, most notably the acceleration of the penetration of AlloSure.”

“I joined CareDx because I believe we can make a real difference for transplant patients. There is no clearer mission than improving long term outcomes by partnering together with the transplant ecosystem,” commented Reg Seeto. “During the last two years, I have witnessed first-hand the impact our approach has on transplant patients’ lives. Together with the tireless dedication and passion of the CareDx village, I could not be more honored or more confident in our future.”

Michael Goldberg further added, “Our Board believes that in their new roles the combination of Peter and Reg will provide the optimum management structure needed to further scale CareDx to address the large opportunities ahead of us and continue to deliver shareholder value.”

About CareDx

Investor Relations Contact

Greg Chodaczek

347-620-7010

investor@caredx.com