cdna-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________

FORM 10-Q

__________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-36536

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CAREDX, INC.

(Exact name of registrant as specified in its charter)

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Delaware						94-3316839
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

8000 Marina Boulevard, 4th Floor

Brisbane, California 94005

(Address of principal executive offices and zip code)

(415) 287-2300

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

__________________________________________________

Securities registered pursuant to Section 12(b) of the Act


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	CDNA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

There were 55,680,549 shares of the registrant’s Common Stock issued and outstanding as of April 25, 2025.

Table of Contents

CareDx, Inc.

TABLE OF CONTENTS


			Page No.
PART I. FINANCIAL INFORMATION			3
Item 1. Unaudited Condensed Consolidated Financial Statements			3
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statements of Comprehensive Loss			5
Condensed Consolidated Statements of Stockholders’ Equity			6
Condensed Consolidated Statements of Cash Flows			8
Notes to Unaudited Condensed Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3. Quantitative and Qualitative Disclosures About Market Risk			33
Item 4. Controls and Procedures			33

PART II. OTHER INFORMATION			35
Item 1. Legal Proceedings			35
Item 1A. Risk Factors			35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			44
Item 3. Defaults Upon Senior Securities			44
Item 4. Mine Safety Disclosures			44
Item 5. Other Information			44
Item 6. Exhibits			45
Signatures			47

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CareDx, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)


	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	88,745	$	114,689
Marketable securities	142,172		145,964
Accounts receivable	71,485		64,605
Inventory	22,929		19,503
Prepaid and other current assets	24,908		7,071
Total current assets	350,239		351,832
Property and equipment, net	32,729		33,552
Operating leases right-of-use assets	26,390		24,340
Intangible assets, net	37,247		38,184
Goodwill	40,336		40,336
Restricted cash	550		585
Other assets	2,147		2,221
Total assets	$	489,638	$	491,050
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	8,072	$	7,686
Accrued compensation	14,067		38,333
Accrued litigation settlement expense	20,250		—
Accrued and other liabilities	42,895		43,352

Total current liabilities	85,284		89,371
Deferred tax liability	129		164


Contingent consideration	160		174
Operating lease liability, less current portion	24,072		22,263
Other liabilities	644		645
Total liabilities	110,289		112,617
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock: $0.001 par value; 10,000,000 shares authorized at March 31, 2025 and December 31, 2024; no shares issued and outstanding at March 31, 2025 and December 31, 2024	—		—
Common stock: $0.001 par value; 100,000,000 shares authorized at March 31, 2025 and December 31, 2024; 55,462,730 and 54,771,203 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	51		51
Additional paid-in capital	1,022,982		1,013,193
Accumulated other comprehensive loss	(7,089)		(8,569)
Accumulated deficit	(636,595)		(626,242)
Total stockholders’ equity	379,349		378,433
Total liabilities and stockholders’ equity	$	489,638	$	491,050

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

CareDx, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except share and per share data)


	Three Months Ended March 31,
	2025		2024
Revenue:
Testing services revenue	$	61,921	$	53,837
Product revenue	10,810		8,594
Patient and digital solutions revenue	11,954		9,618
Total revenue	84,685		72,049
Operating expenses:
Cost of testing services	15,113		13,632
Cost of product	5,586		5,344
Cost of patient and digital solutions	7,716		6,958
Research and development	18,524		18,711
Sales and marketing	22,991		19,830
General and administrative	22,769		30,140
Litigation settlement expense	5,360		—
Total operating expenses	98,059		94,615
Loss from operations	(13,374)		(22,566)
Other income:
Interest income, net	2,784		2,885

Other income (expense), net	295		(290)
Total other income	3,079		2,595
Loss before income taxes	(10,295)		(19,971)
Income tax (expense) benefit	(58)		83
Net loss	$	(10,353)	$	(19,888)
Net loss per share (Note 3):
Basic	$	(0.19)	$	(0.38)
Diluted	$	(0.19)	$	(0.38)
Weighted-average shares used to compute net loss per share:
Basic	55,262,459		51,692,358
Diluted	55,262,459		51,692,358

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

CareDx, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

(In thousands)


	Three Months Ended March 31,
	2025		2024
Net loss	$	(10,353)	$	(19,888)
Other comprehensive gain (loss):
Foreign currency translation adjustment, net of tax	1,480		(1,145)
Comprehensive loss	$	(8,873)	$	(21,033)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

CareDx, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands, except share data)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2024	54,771,203	$	51	$	1,013,193	$	(8,569)	$	(626,242)	$	378,433

Issuance of common stock under employee stock purchase plan	66,747	—		873		—		—		873

RSU settlements, net of shares withheld	482,874	—		(3,065)		—		—		(3,065)
Issuance of common stock for services	856	—		21		—		—		21
Issuance of common stock for cash upon exercise of stock options	141,050	—		3,049		—		—		3,049

Employee stock-based compensation expense	—	—		8,911		—		—		8,911
Foreign currency translation adjustment, net of tax	—	—		—		1,480		—		1,480
Net loss	—	—		—		—		(10,353)		(10,353)
Balance at March 31, 2025	55,462,730	$	51	$	1,022,982	$	(7,089)	$	(636,595)	$	379,349

SEC Form 10-Q filed by CareDx Inc.