CareDx Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$CDNA
Medical Specialities
Health Care
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): March 28, 2025
(Exact Name of Registrant as Specified in its Charter)
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(415 ) 287-2300
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N/A
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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 ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 27, 2025, CareDx, Inc. (the “Company”) entered into an Amended and Restated Change of Control and Severance Agreement (the “Change of Control and Severance Agreement”) with Abhishek Jain, the Company’s Chief Financial Officer that will remain in effect for so long as Mr. Jain 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. Jain’s employment without Cause or Mr. Jain resigns for Good Reason, Mr. Jain will be entitled to (a) a lump sum payment equal to twelve months of Mr. Jain’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 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. Jain’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. Jain and his eligible dependents for twelve months, provided, that such reimbursement will cease on the date that Mr. Jain becomes covered under a similar plan. Pursuant to the Change of Control and Severance Agreement, if the Company or its successor terminates Mr. Jain’s employment without Cause or Mr. Jain resigns for Good Reason outside of the Change of Control Period, Mr. Jain will be entitled to (i) twelve months’ severance based on Mr. Jain’s annual base salary payable in accordance with the Company’s normal payroll, and (ii) reimbursement of COBRA premiums for Mr. Jain and his eligible dependents for twelve months, provided, that such reimbursement will cease on the date that Mr. Jain becomes covered under a similar plan. 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.
The foregoing description of the Change of Control and Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Change of Control and Severance Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 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: March 28, 2025 | CAREDX, INC. | |||||||||||||||||||
| By: | /s/ John W. Hanna | |||||||||||||||||||
| John W. Hanna | ||||||||||||||||||||
| President and Chief Executive Officer | ||||||||||||||||||||