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): April 6, 2016

 

 

CAREDX, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36536   94-3316839
(State or other jurisdiction
of incorporation)
  (Commission
File No.)
  (IRS Employer
Identification Number)

3260 Bayshore Boulevard

Brisbane, California 94005

(Address of principal executive offices)

(415) 287-2300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 5, 2016, CareDx, Inc. (the “Company”) appointed Charles Constanti as the Company’s Chief Financial Officer, effective April 6, 2016. Upon commencement of his appointment, Mr. Constanti will assume the duties of the Company’s principal financial officer and principal accounting officer until such time as his successor is appointed, or until his earlier resignation or removal. Mr. Constanti succeeds Ken Ludlum, who has served as the Company’s Chief Financial Officer since March 24, 2014. There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) involving the Company and Mr. Constanti.

On April 6, 2016, the Company executed an offer letter with Mr. Constanti. Mr. Constanti’s annualized salary will be three-hundred-twenty-five thousand dollars ($325,000) and he will have an annual performance bonus with a target of 35% of Mr. Constanti’s base salary. Mr. Constanti’s employment will be on an “at will” basis. Additionally, upon approval of the Board of Directors of the Company, the Company expects to grant Mr. Constanti an option to purchase 40,000 shares of the Company’s Common Stock (the “Option”) under the Company’s 2014 Equity Incentive Plan. The Option shall vest, subject to Mr. Constanti’s continued employment with the Company, one fourth (1/4th) on the one year anniversary of Mr. Constanti’s start date, and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest at the end of each calendar month thereafter. The Company also entered into the Company’s standard change of control agreement and indemnification agreement with Mr. Constanti, in the forms filed by the Company as exhibits to the Form S-1 filed on June 3, 2014.

A copy of the offer letter relating to the employment of Mr. Constanti is attached hereto as Exhibit 10.1.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

10.1    Offer Letter by and between CareDx, Inc. and Charles Constanti, dated April 6, 2016.


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.

 

      CAREDX, INC.

Date: April 6, 2016

     

 

By: /s/ Peter Maag

      Peter Maag
      Chief Executive Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    Offer Letter by and between CareDx, Inc. and Charles Constanti, dated April 6, 2016.

Exhibit 10.1

 

LOGO

OFFER LETTER

Charles Constanti

[PRIVATE ADDRESS]

Dear Charles:

I am pleased to offer you a position with CareDx, Inc. (the “Company”) as Chief Financial Officer, reporting to Peter Maag, President and CEO, beginning April 6, 2016 . This position is a full-time, exempt position, based at our headquarters in Brisbane, California.

Effective upon commencement of your full-time employment at the Company you will receive an annualized salary of three hundred-twenty-five thousand dollars $325,000 paid on a semi-monthly basis on our regular paydays. Deductions required by law or authorized by you will be taken from each paycheck.

Additionally, you will be eligible to participate in our variable performance bonus plan, which has a current annual target of 35% of your base salary. You must be employed at the time of payout and the amount is subject to all state and federal taxes.

As a Company employee, you are also eligible to receive certain employee benefits pursuant to the terms of Company benefit plans as described in the Employee Handbook. You should note that the Company may modify, in its sole discretion, job titles, salaries, holidays, vacation and any other benefits from time to time as it deems necessary.

Subject to the approval of the Board of Directors of the Company, you will be granted an option to purchase 40,000 shares of the Company’s Common Stock. This option shall vest, subject to your continued employment with the Company, as to one fourth (1/4) of the shares on the one year anniversary of your start date, and as to an additional one forty-eighth (1/48th) of the total number of shares subject to the option at the end of each calendar month thereafter. Details of the price of these options will be provided in your stock option grant and determined by the board of directors.

You should be aware that your employment with the Company is for no specified period and constitutes at will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause.

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our


employment relationship with you may be terminated. Your employment also is subject to successful verification of your professional references, and to our standard pre-employment process, which includes completion of an employment application and successful completion of a standard background check.

As a condition to your employment with the Company, you will be required to sign the Company’s standard At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement, a copy of which will be provided to you.

We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third party confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information.

In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American Arbitration Association in San Mateo County, California.

REMAINDER OF PAGE

INTENTIONALLY LEFT BLANK

 

 

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This letter, along with the CareDx At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement, sets forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This letter may not be modified or amended except by a written agreement, signed by the Company and by you. To accept this offer, you may sign, date, and fax this letter to Charon Spencer, Sr. Director, Human Resources, at (415) 287-2457. Alternatively, you may scan a copy of the signed offer letter and e-mail it to cspencer@CareDx.com.

We look forward to working with you at CareDx, Inc.

 

Sincerely,
CareDx, Inc.

/s/ Peter Maag

Peter Maag
President and CEO

 

ACCEPTED AND AGREED TO this
6th day of April, 2016.

/s/ Charles Constanti

Charles Constanti

 

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