CAREDX, INC. (NASDAQ:CDNA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On November14, 2017, CareDx, Inc. (the “Company”) entered into Fourth Amendments to Conditional Share Purchase Agreements and Conversion Agreements (collectively, the “Fourth Amendments”) with each of Midroc Invest AB, FastPartner AB and Xenella Holding AB (collectively, the “Former Majority Shareholders”) amending its conditional share purchase agreements with each of the Former Majority Shareholders, each dated December16, 2015 and amended as of February8, 2016, January20, 2017 and July1, 2017 (collectively, as amended, the “Purchase Agreements”). to the Purchase Agreements, the Company had agreed, among other things, to pay the Former Majority Shareholders by March31, 2019 an aggregate of approximately $4.7million as deferred purchase consideration for the Company’s acquisition of Allenex AB (now named CareDx International AB) (“CareDx International”), plus accrued but unpaid interest thereon (the “Deferred Obligation”); provided that an aggregate of approximately $2.0million (the “Additional Repayment Amount”) of the $4.7million Deferred Obligation would become payable on December31, 2017 unless converted into shares of Common Stock. The Purchase Agreements further provide that the Company would use commercially reasonable efforts to solicit its stockholders’ approval to issue an aggregate of 1,791,755 shares of Common Stock (the “Additional Repayment Shares”) in lieu of paying the Additional Repayment Amount in cash (the “Stockholder Approval”). to the Fourth Amendments, the Company and each of the Former Majority Shareholders agreed, among other things, that the Company will pay the full outstanding balance of the Deferred Obligation immediately in cash and will therefore not be required to seek the Stockholder Approval or issue the Additional Repayment Shares.
In connection with the Purchase Agreements, on July3, 2017, the Company and the Former Majority Shareholders entered into a Registration Rights Agreement (the “Registration Rights Agreement”), to which, among other things, the Company agreed to file and keep effective one or more registration statements with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, relating to, among other things, the resale by the Former Majority Shareholders of (1)shares issued to the Former Majority Shareholders under the Purchase Agreements on July3, 2017 (the “Previously Issued Shares”), and (2)the Additional Repayment Shares, in the event such shares were issued. On November14, 2017, the Company entered into the First Amendment to Registration Rights Agreement with the Former Majority Shareholders to: (a)eliminate the Company’s obligation to register the Additional Repayment Shares for resale since such shares will not be issued by the Company, and (b)extend the deadline by which the registration statement covering the resale of the Previously Issued Shares must be declared effective to December29, 2017 (the “Registration Rights Amendment”).
The foregoing descriptions of the Fourth Amendments and the Registration Rights Amendment do not purport to be complete and are qualified in their entirety by reference to the copies of the Fourth Amendments and the Registration Rights Amendment that are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 4.1, respectively, to this Current Report on Form 8-K.
The representations, warranties and covenants contained in the Fourth Amendments and the Registration Rights Amendment were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to the Fourth Amendments and the Registration Rights Amendment, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Fourth Amendments and the Registration Rights Amendment are incorporated herein by reference only to provide investors with information regarding the terms of the Fourth Amendments and the Registration Rights Amendment, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
Item 1.01 Other Events.
On November15, 2017, the Company issued a press release announcing the entry into the Fourth Amendments and the transactions contemplated thereby. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 1.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 4.1 | First Amendment to Registration Rights Agreement, dated November14, 2017, among CareDx, Inc., FastPartner AB, Midroc Invest AB and Xenella Holding AB. |
| 10.1 | Fourth Amendment to Conditional Share Purchase Agreement and Conversion Agreement, dated November14, 2017, between CareDx, Inc. and Midroc invest AB. |
| 10.2 | Fourth Amendment to Conditional Share Purchase Agreement and Conversion Agreement, dated November14, 2017, between CareDx, Inc. and FastPartner AB. |
| 10.3 | Fourth Amendment to Conditional Share Purchase Agreement and Conversion Agreement, dated November14, 2017, between CareDx, Inc. and Xenella Holding AB. |
| 99.1 | Press Release, dated November15, 2017. |
CareDx, Inc. ExhibitEX-4.1 2 d497964dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this Amendment) is made as of November 14,…To view the full exhibit click here
About CAREDX, INC. (NASDAQ:CDNA)
CareDx, Inc. is a molecular diagnostics company. The Company is focused on the discovery, development and commercialization of clinically differentiated diagnostic surveillance solutions for transplant patients. The Company’s commercialized testing solution, the AlloMap heart transplant molecular test (AlloMap), is a gene expression test that helps clinicians monitor and identify heart transplant recipients with stable graft function having a low probability of moderate/severe acute cellular rejection. Its products under development for transplant monitoring include AlloSure, a development-stage transplant surveillance solution, which applies next generation sequencing to detect and quantitate genetic differences between donor-derived cell-free deoxyribonucleic acid (dd-cfDNA) in the blood stream emanating from the donor heart. It offers the AlloMap Score Variability service, which provides complementary information to help personalize long-term care of heart transplant recipients.