As filed with the Securities and Exchange Commission on January 12, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CareDx, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 94-3316839 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
8000 Marina Boulevard, 4th Floor
Brisbane, California 94005
(Address of principal executive offices, including zip code)
2014 Equity Incentive Plan, as amended
2014 Employee Stock Purchase Plan
(Full titles of the plans)
Alexander L. Johnson
President of Patient and Testing Services
CareDx, Inc.
8000 Marina Boulevard, 4th Floor
Brisbane, California 94005
(415) 287-2300
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Paul Hastings LLP
Jeffrey T. Hartlin, Esq.
Samantha H. Eldredge, Esq.
1117 S. California Avenue
Palo Alto, California 94304
(650) 320-1800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SECURITIES
EXPLANATORY NOTE
The Registrant has prepared this registration statement (this “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register: (1) 2,060,135 additional shares of Common Stock issuable pursuant to the Registrant’s 2014 Equity Incentive Plan, as amended (the “2014 Plan”), and (2) 133,900 additional shares of Common Stock issuable pursuant to the Registrant’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”). The Registrant’s stockholders have previously approved the 2014 Plan and the 2014 ESPP, including the shares of Common Stock available for issuance pursuant thereto.
Pursuant to the Registration Statements on Form S-8 (File Nos. 333-197493, 333-203128, 333-217462, 333-225991, 333-231523, 333-239277, 333-258577, 333-264273, and 333-270067) filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on July 18, 2014, May 31, 2015, April 26, 2017, June 29, 2018, May 15, 2019, June 18, 2020, August 6, 2021, April 13, 2022 and February 27, 2023 (the “Prior Registration Statements”), the Registrant previously registered an aggregate of 13,458,240 shares of Common Stock under the 2014 Plan and an aggregate of 1,294,369 shares of Common Stock under the 2014 ESPP.
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the SEC are hereby incorporated by reference into this Registration Statement:
| (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 27, 2023; |
| (b) | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 10, 2023; |
| (c) | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the SEC on August 8, 2023; |
| (d) | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on November 8, 2023; |
| (e) | The Registrant’s Current Reports on Form 8-K filed with the SEC on March 28, 2023, April 3, 2023, June 20, 2023, September 25, 2023, September 26, 2023, November 1, 2023 (other than the information furnished under Item 7.01 and Exhibit 99.1 thereto) and December 22, 2023; and |
| (f) | The description of the Common Stock set forth in the Registrant’s Registration Statement on Form 8-A (File No. 001-36536), filed with the SEC on July 11, 2014, including any amendments or reports filed for the purpose of updating such description. |
All other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such reports and documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.
For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.
You may contact the Registrant in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits to such documents unless such exhibits are specifically incorporated by reference into the information incorporated into this Registration Statement). Requests for such information should be directed to:
CareDx, Inc.
8000 Marina Boulevard, 4th Floor
Brisbane, California 94005
(415) 287-2300
Attn: President of Patient and Testing Services
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brisbane, California, on January 12, 2024.
| CAREDX, INC. | ||
| By: | /s/ Alexander L. Johnson | |
| Alexander L. Johnson President of Patient and Testing Services | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alexander L. Johnson and Abhishek Jain, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Alexander L. Johnson |
President of Patient and Testing Services | January 12, 2024 | ||
| Alexander L. Johnson | (Principal Executive Officer) | |||
| /s/ Abhishek Jain |
Chief Financial Officer | January 12, 2024 | ||
| Abhishek Jain | (Principal Financial and Accounting Officer) | |||
| /s/ George W. Bickerstaff, III |
Director | January 12, 2024 | ||
| George W. Bickerstaff, III | ||||
| /s/ Fred E. Cohen |
Director | January 12, 2024 | ||
| Fred E. Cohen | ||||
| /s/ Grace Colón |
Director | January 12, 2024 | ||
| Grace Colón | ||||
| /s/ Christine M. Cournoyer |
Director | January 12, 2024 | ||
| Christine M. Cournoyer | ||||
| /s/ Michael Goldberg |
Director | January 12, 2024 | ||
| Michael Goldberg | ||||
| /s/ William Hagstrom |
Director | January 12, 2024 | ||
| William Hagstrom | ||||
| /s/ Peter Maag |
Director | January 12, 2024 | ||
| Peter Maag | ||||
| /s/ Arthur Torres |
Director | January 12, 2024 | ||
| Arthur Torres | ||||
| /s/ Hannah Valantine |
Director | January 12, 2024 | ||
| Hannah Valantine | ||||