Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as such terms are defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, as of December 31, 2024. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on such evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, in light of the material weakness identified in our internal control over financial reporting, our disclosure controls and procedures were not effective at the reasonable assurance level and are not effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act, is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate to allow timely discussion regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance regarding the preparation and fair presentation of published consolidated financial statements in accordance with accounting principles generally accepted in the United States. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in the 2013 Internal Control-Integrated Framework. Based on our assessment, management has concluded that our system of internal control over financial reporting was not effective due to the material weakness described below. However, after giving full consideration to the material weakness and the additional analyses and other procedures we performed to ensure that our consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S. generally accepted accounting principles or GAAP, our management has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As of December 31, 2024, the following material weakness has been identified:
COSO Framework . We did not fully maintain components of the COSO framework, including elements of the control environment, risk assessment, control activities, and monitoring activities components, relating to (i) sufficiency of competent personnel to perform internal control activities and support the achievement of our internal control objectives; (ii) monitoring and risk assessment are performed to monitor and identify risks related to complex and/or non-routine transactions; and (iii) performing control activities in accordance with established policies in a timely manner.
Specifically, we determined that insufficient risk assessment was performed to identify risks related to complex and/or non-routine transactions and financial reporting personnel failed to perform control activities and to provide necessary oversight and monitoring of the accounting and reporting of complex and/or non-routine transactions. This control deficiency creates a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis and constitutes a material weakness in our internal control over financial reporting. This material weakness resulted in immaterial corrected errors in the reporting of stock-based compensation expense as presented within Part II Item 9B of this Annual Report on Form 10-K.
Management's Plan to Remediate the Material Weakness
Our management is committed to maintaining a strong internal control environment. In response to the material weakness described above, our management is continuing to take actions to remediate the material weakness in internal control over financial reporting, which include but are not limited to the following:
• Continuing to implement training to ensure a clear understanding of risk assessment, control execution, and monitoring activities related to financial reporting and continue driving accountability of Sarbanes-Oxley Act of 2002 control activities.
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• Updating our internal accounting policies and engaging resources at the Company with experience in performing control activities over complex and/or non-routine transactions, through hiring and/or use of third-party consultants and specialists.
• Enhancing the design of controls related to stock-based equity compensation, specifically around the recognition of stock-based equity compensation expense as outlined in ASC718.
We are committed to continuing to implement a strong system of controls and believe that our ongoing remediation efforts, particularly in the improvement of our control environment, will result in significant improvements to our system of controls that we believe will remediate the material weakness. This remediation process may require additional resources and will require time to implement. We will continue to monitor the effectiveness of these remediation measures, and we will make any changes to the design of our remediation plans and take such other actions that we deem appropriate given the circumstances.
Remediation of Prior Year Material Weaknesses
We previously identified material weaknesses related to General Information Technology Controls (GITCs), the purchase order approval workflow and the COSO framework. During the fiscal year ended December 31, 2024, we implemented an intensive program to remediate the material weaknesses which included expanding resources, enhancing our control activities for key systems and business processes, and providing comprehensive training. While we have remediated the material weaknesses related to our GITCs and the purchase order approval workflow, as discussed above we did not fully maintain components of the COSO framework.
Attestation Report of the Independent Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting as of December 31, 2024, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, which has expressed an adverse opinion, as stated in their report, which appears herein.
Changes in Internal Control over Financial Reporting
Other than the changes associated with the material weaknesses and remediation actions noted above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B. OTHER INFORMATION
Immaterial Correction of Interim Condensed Consolidated Financial Statements
During the fiscal quarter ended December 31, 2023, the Company entered into consulting agreements with two former executives. Pursuant to their consulting agreements, the two former executives were granted additional equity awards and the previously granted unvested awards were modified to vest in full upon the contractual end of their consulting agreements in the fiscal quarter ended December 31, 2024. The accounting for the vesting of the unvested shares and consulting agreement shares was not appropriately recorded over the service period reflected in the consulting agreements under ASC 718, Compensation – Stock Compensation .
Management evaluated the above misstatements and concluded they were not material to the Company's financial statements, individually or in the aggregate; however, the Company plans to correct its condensed consolidated financial statements for the interim periods of 2024 as presented below.
The following tables present a summary of the effects of the correction of the Company’s previously issued condensed consolidated financial statements to be presented as comparative financial information in the Form 10-Q for nine months ending September 30, 2025:
Condensed Consolidated Statements of Operations (unaudited)
Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
(in thousands)
As Previously Reported
Adjustments
As Corrected
As Previously Reported
Adjustments
As Corrected
General and administrative
$ 28,515 $ 3,229 $ 31,744 $ 83,104 $ 9,687 $ 92,791
Total operating expenses
93,375 3,229 96,604 281,133 9,687 290,820
Loss from operations
(10,492) (3,229) (13,721) (33,927) (9,687) (43,614)
Loss before income taxes
(7,208) (3,229) (10,437) (25,322) (9,687) (35,009)
Net loss $ (7,408) $ (3,229) $ (10,637) $ (25,461) $ (9,687) $ (35,148)
Net loss per share
Basic $ (0.14) $ (0.06) $ (0.20) $ (0.49) $ (0.18) $ (0.67)
Diluted $ (0.14) $ (0.06) $ (0.20) $ (0.49) $ (0.18) $ (0.67)
Condensed Consolidated Statements of Comprehensive Loss (unaudited)
Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
(in thousands)
As Previously Reported
Adjustments
As Corrected
As Previously Reported
Adjustments
As Corrected
Net loss $ (7,408) $ (3,229) $ (10,637) $ (25,461) $ (9,687) $ (35,148)
Comprehensive loss (6,623) (3,229) (9,852) (25,677) (9,687) (35,364)
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Condensed Consolidated Statement of Stockholders' Equity (unaudited)
Nine Months Ended September 30, 2024
(in thousands)
Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity
As Previously Reported
Balance at December 31, 2023
$ 946,511 $ (678,269) $ 261,328
Employee stock-based compensation expense 40,090 — 40,090
Net loss — (25,461) (25,461)
Balance at September 30, 2024 984,627 (704,252) 273,246
Adjustments
Employee stock-based compensation expense 9,687 — 9,687
Net loss — (9,687) (9,687)
As Corrected
Balance at December 31, 2023
946,511 (678,269) 261,328
Employee stock-based compensation expense 49,777 — 49,777
Net loss — (35,148) (35,148)
Balance at September 30, 2024 $ 994,314 $ (713,939) $ 273,246
Condensed Consolidated Statement of Cash Flows (unaudited)
Nine Months Ended September 30, 2024
(in thousands)
As Previously Reported
Adjustments
As Corrected
Net loss $ (25,461) $ (9,687) $ (35,148)
Stock-based compensation $ 40,208 $ 9,687 $ 49,895
The following tables present a summary of the effects of the correction of the Company’s previously issued condensed consolidated financial statements to be presented as comparative financial information in the Form 10-Q for six months ending June 30, 2025:
Condensed Consolidated Statements of Operations (unaudited)
Three Months Ended June 30, 2024
Six Months Ended June 30, 2024
(in thousands)
As Previously Reported
Adjustments
As Corrected
As Previously Reported
Adjustments
As Corrected
General and administrative
$ 27,678 $ 3,229 $ 30,907 $ 54,589 $ 6,458 $ 61,047
Total operating expenses
96,372 3,229 99,601 187,758 6,458 194,216
Loss from operations
(4,098) (3,229) (7,327) (23,435) (6,458) (29,893)
Loss before income taxes
(1,372) (3,229) (4,601) (18,114) (6,458) (24,572)
Net loss $ (1,394) $ (3,229) $ (4,623) $ (18,053) $ (6,458) $ (24,511)
Net loss per share
Basic $ (0.03) $ (0.06) $ (0.09) $ (0.35) $ (0.12) $ (0.47)
Diluted $ (0.03) $ (0.06) $ (0.09) $ (0.35) $ (0.12) $ (0.47)
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Condensed Consolidated Statements of Comprehensive Loss (unaudited)
Three Months Ended June 30, 2024
Six Months Ended June 30, 2024
(in thousands)
As Previously Reported
Adjustments
As Corrected
As Previously Reported
Adjustments
As Corrected
Net loss $ (1,394) $ (3,229) $ (4,623) $ (18,053) $ (6,458) $ (24,511)
Comprehensive loss (1,250) (3,229) (4,479) (19,054) (6,458) (25,512)
Condensed Consolidated Statement of Stockholders' Equity (unaudited)
Six Months Ended June 30, 2024
(in thousands)
Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity
As Previously Reported
Balance at December 31, 2023
$ 946,511 $ (678,269) $ 261,328
Employee stock-based compensation expense 26,417 — 26,417
Net loss — (18,053) (18,053)
Balance at June 30, 2024 969,427 (696,844) 264,669
Adjustments
Employee stock-based compensation expense 6,458 — 6,458
Net loss — (6,458) (6,458)
As Corrected
Balance at December 31, 2023
946,511 (678,269) 261,328
Employee stock-based compensation expense 32,875 — 32,875
Net loss — (24,511) (24,511)
Balance at June 30, 2024 $ 975,885 $ (703,302) $ 264,669
Condensed Consolidated Statement of Cash Flows (unaudited)
Six Months Ended June 30, 2024
(in thousands)
As Previously Reported
Adjustments
As Corrected
Net loss $ (18,053) $ (6,458) $ (24,511)
Stock-based compensation $ 26,514 6,458 32,972
The following tables present a summary of the effects of the correction of the Company’s previously issued condensed consolidated financial statements to be presented as comparative financial information in the Form 10-Q for three months ending March 31, 2025:
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Condensed Consolidated Statement of Operations (unaudited)
Three Months Ended March 31, 2024
(in thousands)
As Previously Reported
Adjustments
As Corrected
General and administrative
$ 26,911 $ 3,229 $ 30,140
Total operating expenses
91,386 3,229 94,615
Loss from operations
(19,337) (3,229) (22,566)
Loss before income taxes
(16,742) (3,229) (19,971)
Net loss $ (16,659) $ (3,229) $ (19,888)
Net loss per share
Basic $ (0.32) $ (0.06) $ (0.38)
Diluted $ (0.32) $ (0.06) $ (0.38)
Condensed Consolidated Statement of Comprehensive Loss (unaudited)
Three Months Ended March 31, 2024
(in thousands)
As Previously Reported
Adjustments
As Corrected
Net loss $ (16,659) $ (3,229) $ (19,888)
Comprehensive loss $ (17,804) (3,229) (21,033)
Condensed Consolidated Statement of Stockholders' Equity (unaudited)
March 31, 2024
(in thousands)
Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity
As Previously Reported
Balance at December 31, 2023 $ 946,511 $ (678,269) $ 261,328
Employee stock-based compensation expense 13,295 — 13,295
Net loss — (16,659) (16,659)
Balance at March 31, 2024 959,734 (695,450) 256,225
Adjustments
Employee stock-based compensation expense 3,229 — 3,229
Net loss — (3,229) (3,229)
As Corrected
Balance at December 31, 2023 946,511 (678,269) 261,328
Employee stock-based compensation expense 16,524 — 16,524
Net loss — (19,888) (19,888)
Balance at March 31, 2024 $ 962,963 $ (698,679) $ 256,225
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Condensed Consolidated Statement of Cash Flows (unaudited)
Three Months Ended March 31, 2024
(in thousands)
As Previously Reported
Adjustments
As Corrected
Net loss $ (16,659) $ (3,229) $ (19,888)
Stock-based compensation $ 13,344 $ 3,229 $ 16,573
Trading Arrangements
During the three months ended December 31, 2024, except as set forth below, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.
On December 13, 2024 , John W. Hanna , our Chief Executive Officer , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Hanna’s plan is for the sale of up to 297,755 shares of common stock in amounts and prices determined in accordance with a formula set forth in the plan and terminates on the earlier of the date that all the shares under the plan are sold and March 27, 2026 , subject to early termination for certain specified events set forth in the plan.
On December 12, 2024 , Hannah Valantine , our board member , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Dr. Valantine’s plan is for the sale of up to 44,756 shares of common stock in amounts and prices determined in accordance with a formula set forth in the plan and terminates on the earlier of the date that all the shares under the plan are sold and December 31, 2025 , subject to early termination for certain specified events set forth in the plan.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference from the information contained in our Definitive Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024 in connection with the Annual Meeting of Stockholders to be held in 2025, or the 2025 Proxy Statement. To the extent that we do not file the 2025 Proxy Statement by such date, we will file an amendment to this Annual Report on Form 10-K that includes the information required by this Item 10.
Our Board of Directors has adopted Corporate Governance Guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our website at www.caredx.com in the Corporate Governance section of our Investors webpage. We intend to post any amendments to our Code of Business Conduct and Ethics, and any waivers of our Code of Business Conduct and Ethics for directors and executive officers, on the same website.
Our Board of Directors has adopted an insider trading policy. Our insider trading policy prohibits our directors, officers (including our executive officers), employees and agents, as well as their immediate family members, from engaging in short sales of our securities and from engaging in transactions in publicly-traded options and other derivative securities with respect to our securities. This prohibition extends to any hedging or similar transactions designed to decrease the risks associated with holding our securities. Our insider trading policy also prohibits certain individuals, including our directors and executive officers, from pledging our securities as collateral for loans. A couple of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the information contained in the 2025 Proxy Statement. The 2025 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024. To the extent that we do not file the 2025 Proxy Statement by such date, we will file an amendment to this Annual Report on Form 10-K that includes the information required by this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference from the information contained in the 2025 Proxy Statement. The 2025 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024. To the extent that we do not file our 2025 Proxy Statement by such date, we will file an amendment to this Annual Report on Form 10-K that includes the information required by this Item 12.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference from the information contained in our 2025 Proxy Statement. The 2025 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024. To the extent that we do not file the 2025 Proxy Statement by such date, we will file an amendment to this Annual Report on Form 10-K that includes the information required by this Item 13.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference from the information contained in the 2025 Proxy Statement. The 2025 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024. To the extent that we do not file the 2025 Proxy Statement by such date, we will file an amendment to this Annual Report on Form 10-K that includes the information required by this Item 14.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements:
Our Financial Statements are listed in the “Index to Consolidated Financial Statements” of CareDx, Inc. Part II, Item 8 of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted because they are not required, not applicable, or the required information is included in the consolidated financial statements or notes thereto included in this Annual Report on Form 10-K.
(a)(3) Exhibits
The following exhibits are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
Exhibit
Number
Incorporated by Reference
Description Form File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation of the Registrant.
10-Q 001-36536 3.1 8/28/2014
3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, filed June 17, 2021.
8-K 001-36536 3.1 6/21/2021
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated June 16, 2023.
8-K 001-36536 3.1 6/20/2023
3.4 Amended and Restated Bylaws of the Registrant, effective as of March 24, 2023.
8-K 001-36536 3.1 3/28/2023
4.1 Form of Registrant’s common stock certificate.
10-K 001-36536 4.1 3/31/2015
4.2# 2014 Equity Incentive Plan, as amended.
10-Q 001-36536 4.2 7/29/2021
4.3# Form of Option Agreement under the 2014 Equity Incentive Plan for New Options.
SC TO-I 005-88252 99(d)(3) 10/12/2017
4.4# 2014 Employee Stock Purchase Plan and forms of agreements thereunder.
S-8 333-197493 4.5 7/18/2014
4.5# 2016 Inducement Equity Incentive Plan.
10-Q 333-211538 4.5 7/29/2021
4.6#
2019 Inducement Equity Incentive Plan.
10-Q 001-36536 4.7 7/29/2021
4.7*
Description of Securities of the Registrant
10.1#
Form of Change of Control and Severance Agreement between the Registrant and each of its executive officers.
S-1 333-196494 10.11 6/3/2014
10.2#
Promotion Letter, dated May 21, 2022, by and between the Registrant and Abhishek Jain.
10-Q 001-36536 10.3 8/14/2022
10.3#
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
S-1 333-196494 10.1 6/3/2014
10.4#
Executive Incentive Compensation Plan.
10-K 001-36536 10.19 3/31/2015
10.5#
Outside Director Compensation Policy, last amended December 21, 2023.
8-K
001-36536 10.1 12/22/2023
10.6
Lease, dated April 27, 2006, as amended on November 10, 2010, by and between the Registrant and BMR-Bayshore Boulevard LLC, for office and laboratory space located at 3260 Bayshore Boulevard, Brisbane, California 94005.
S-1 333-196494 10.12 6/3/2014
10.7+
Second Amendment to Lease, dated January 2, 2020, by and between the Registrant and BMR-Bayshore Boulevard LP (formerly known as BMR-Bayshore Boulevard LLC), for office and laboratory space located at 3260 Bayshore Boulevard, Brisbane, California 94005.
10-Q 001-36536 10.1 4/30/2020
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Exhibit
Number
Incorporated by Reference
Description Form File No. Exhibit Filing Date
10.8+
Third Amendment to Lease, dated June 27, 2022, by and between the Registrant and BMR-Bayshore Boulevard LP.
10-Q 001-36536 10.2 11/3/2022
10.9+
Lease, dated June 14, 2022, by and between the Registrant and HCP Life Science REIT, Inc.
10-Q 001-36536 10.4 8/14/2022
10.10+
Lease, dated February 28, 2022, by and between the Registrant and One Miracle Place, LLC.
10-Q 001-36536 10.1 11/3/2022
10.11†
License and Commercialization Agreement, dated May 4, 2018, by and between the Registrant and Illumina, Inc.
10-Q/A 001-36536 10.3 10/9/2018
10.12
Sales Agreement, dated April 14, 2022, by and between the Registrant and Jefferies LLC.
8-K 001-36536 1.1 4/15/2022
10.13#+
Separation Agreement, dated September 20, 2023, by and between the Registrant and Abraham Ronai.
10-Q
001-36536 10.1 11/8/2023
10.14#+
Legal Consulting Agreement, dated September 20, 2023, by and between the Registrant and Abraham Ronai.
10-Q
001-36536 10.2 11/8/2023
10.15+#
Consulting Agreement, dated October 30, 2023, by and between the Registrant and Reginald Seeto, MBBS.
10-K
001-36536 10.16 2/28/2024
10.16+#
Separation Agreement, dated November 1, 2023, by and between the Registrant and Reginald Seeto, MBSS.
10-K
001-36536 10.17 2/28/2024
10.17+#
Retention Bonus Letter, dated December 1, 2023, by and between the Registrant and Abhishek Jain.
10-K
001-36536 10.19 2/28/2024
10.18# Offer Letter, dated March 24, 2024, between the Registrant and John Hanna.
8-K 001-36536 10.1 4/16/2024
10.19# Change of Control and Severance Agreement, dated March 25, 2024, between the Registrant and John Hanna.
8-K 001-36536 10.2 4/16/2024
10.20# Confidential Information, Invention Assignment, Non-Competition, and Arbitration Agreement, dated March 24, 2024, between the Registrant and John Hanna.
8-K 001-36536 10.3 4/16/2024
10.21# CareDx, Inc. 2024 Equity Incentive Plan.
8-K 001-36536 10.1 6/18/2024
10.22# Offer Letter, dated July 27, 2024, between the Registrant and Keith Kennedy.
8-K 001-36536 10.1 9/12/2024
10.23# Change of Control and Severance Agreement, dated July 27, 2024, between the Registrant and Keith Kennedy.
8-K 001-36536 10.2 9/12/2024
10.24# Confidential Information, Invention Assignment, Non-Competition, and Arbitration Agreement, dated July 27, 2024, between the Registrant and Keith Kennedy.
8-K 001-36536 10.3 9/12/2024
10.25# Separation Agreement and Release of Claims, dated September 30, 2024, between the Registrant and Alexander Johnson.
8-K 001-36536 10.1 10/4/2024
10.26# Consulting Agreement, dated September 30, 2024, between the Registrant and Alexander Johnson.
8-K 001-36536 10.2 10/4/2024
10.27# Inducement Restricted Stock Unit Agreement, effective as of September 12, 2024, by and between the Registrant and Keith Kennedy.
10-Q 001-36536 10.4 11/4/2023
10.28# Inducement Stock Option Agreement, effective as of September 12, 2024, by and between the Registrant and Keith Kennedy.
10-Q 001-36536 10.5 11/4/2024
10.29# Offer Letter, dated August 30, 2024, by and between the Registrant and Jessica Meng.
10-Q 001-36536 10.6 11/4/2024
10.30# Change of Control and Severance Agreement, dated August 30, 2024, by and between the Registrant and Jessica Meng.
10-Q 001-36536 10.7 11/4/2024
10.31# Confidential Information, Invention Assignment, Non-Competition, and Arbitration Agreement, dated August 30, 2024, by and between the Registrant and Jessica Meng.
10-Q 001-36536 10.8 11/4/2024
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Exhibit
Number
Incorporated by Reference
Description Form File No. Exhibit Filing Date
10.32# Inducement Restricted Stock Unit Agreement, effective as of September 12, 2024, by and between the Registrant and Jessica Meng.
10-Q 001-36536 10.9 11/4/2024
10.33# Inducement Stock Option Agreement, effective as of September 12, 2024, by and between the Registrant and Jessica Meng.
10-Q 001-36536 10.10 11/4/2024
10.34 Outside Director Compensation Policy, as amended and restated January 6, 2025
8-K 001-36536 10.1 1/8/2025
19.1*
Insider Trading Policy and Guidelines with Respect to Certain Transactions in Company Securities, dated February 21 , 202 5 .
21.1* Subsidiaries of the Registrant.
23.1* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
24.1* Power of Attorney (included on the signature page of this Annual Report on Form 10-K).
31.1* Principal Executive Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Principal Financial Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002).
97
CareDx, Inc. Clawback Policy
10-K
001-36536 97 2/28/2024
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File, formatted in Inline XBRL
_____________________
† Confidential treatment has been granted with respect to certain portions of this Exhibit. Omitted portions have been filed separately with the SEC.
+ Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC.
# Indicates management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.
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ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAREDX, INC.
(Registrant)
Date: February 27, 2025
By: /s/ JOHN W. HANNA
John W. Hanna
President, Chief Executive Officer and Director
(Principal Executive Officer)
By: /s/ ABHISHEK JAIN
Abhishek Jain
Chief Financial Officer
(Principal Accounting and Financial Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. Hanna and Abhishek Jain, and each of them, his true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant on the dates and the capacities indicated.
Signature Title Date
/s/ JOHN W. HANNA
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 27, 2025
John W. Hanna
/s/ ABHISHEK JAIN Chief Financial Officer
(Principal Accounting and Financial Officer)
February 27, 2025
Abhishek Jain
/s/ GEORGE W. BICKERSTAFF, III Director February 27, 2025
George W. Bickerstaff, III
/s/ FRED E. COHEN Director February 27, 2025
Fred E. Cohen
/s/ CHRISTINE M. COURNOYER Director February 27, 2025
Christine M. Cournoyer
/s/ MICHAEL D. GOLDBERG Director February 27, 2025
Michael D. Goldberg
/s/ WILLIAM HAGSTROM Director February 27, 2025
William Hagstrom
/s/ PETER MAAG, PH.D. Director February 27, 2025
Peter Maag, Ph.D.
/s/ BRYAN RIGGSBEE
Director February 27, 2025
Bryan Riggsbee
/s/ ARTHUR TORRES Director February 27, 2025
Arthur Torres
/s/ HANNAH VALANTINE Director February 27, 2025
Hannah Valantine
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