CAREDX, INC. (NASDAQ:CDNA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On January 20, 2017, CareDx, Inc. (the Company) entered into
second amendments (collectively, the Purchase Agreement
Amendments) to its conditional share purchase agreements, each
dated December16, 2015 and amended as of February8, 2016
(collectively, the Purchase Agreements), with each of Midroc
Invest AB, FastPartner AB and Xenella Holding AB (collectively,
the Purchasers). The Purchase Agreement Amendments have an
effective date of December31, 2016, subject to the consent of the
lenders of the Company and Allenex AB (Allenex), as applicable
(the Lenders). Under the Purchase Agreements, the Company agreed
to pay the Purchasers by March31, 2017 an aggregate of
$5.7million as deferred purchase consideration for the Companys
acquisition of Allenex. The Purchase Agreement Amendments defer
the Companys payment obligations to the Purchasers to the
Purchase Agreements from March31, 2017 to July1, 2017. Interest
will accrue on the Companys obligations to the Purchasers to the
amended Purchase Agreements at a rate of 10.0% per year
commencing on January1, 2017 and continuing until the date the
obligations are paid in full. The Companys obligations to the
Purchasers under the amended Purchase Agreements are secured by a
pledge of shares of Allenex in favor of the Purchasers.
The foregoing description of the Purchase Agreement Amendments
does not purport to be complete and is qualified in its entirety
by reference to the copies of the Purchase Agreement Amendments,
which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current
Report on Form 8-K.
Item7.01 Regulation FD Disclosure.
In addition, on January 20, 2017, Allenex entered into amendments
to the subordinated promissory notes (the Note Amendments) issued
by Allenex to each of FastPartner AB and Mohammed Al Amoudi
(collectively, the Noteholders). The Note Amendments have an
effective date of December31, 2016, subject to the consent of the
Lenders, as applicable. The Note Amendments amend the
subordinated promissory notes issued by Allenex to FastPartner AB
in the aggregate principal amount of SEK 15,400,000
(approximately US$1,800,000) and the subordinated promissory note
issued by Allenex to Mohammed Al Amoudi in the aggregate
principal amount of SEK 10,600,000 (approximately US$1,200,000)
(collectively, the Notes). Under the Note Amendments, the
maturity date of the Notes was extended from December31, 2016 to
July1, 2017. Interest will accrue on Allenexs obligations to the
amended Notes at a rate of 10.0% per year commencing on January1,
2017 and continuing until the date the obligations under the
amended Notes are paid in full. Allenexs obligations to the
Noteholders under the amended Notes are secured by a pledge of
shares of Allenex in favor of the Noteholders.
Item9.01. Financial Statements and Exhibits.
d) Exhibits.
|
Exhibit Number |
Description |
|
| 10.1 |
Second Amendment to Conditional Share Purchase Agreement between CareDx, Inc. and Midroc Invest AB, dated as of January 20, 2017. |
|
| 10.2 |
Second Amendment to Conditional Share Purchase Agreement between CareDx, Inc. and FastPartner AB, dated as of January 20, 2017. |
|
| 10.3 |
Second Amendment to Conditional Share Purchase Agreement between CareDx, Inc. and Xenella Holding AB, dated as of January 20, 2017. |
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. CAREDX, INC. (NASDAQ:CDNA) Recent Trading Information
CAREDX, INC. (NASDAQ:CDNA) closed its last trading session up +0.02 at 2.47 with 18,075 shares trading hands.