UNITED STATES

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): July 14, 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 July 14, 2016, the board of directors (the “Board”) of CareDx, Inc. (the “Company”) increased the size of the Board to seven, and elected Douglas Miller to serve as a member of the Board, effective as of July 14, 2016, to fill the newly created Board seat. Mr. Miller will serve as a Class II Director, which means his initial term expires at the annual meeting of stockholders to be held in 2019. In addition, Mr. Miller will serve on the audit committee of the Board as its chairman. The Company announced the appointment in a press release, which is filed as Exhibit 99.1 to this Current Report.

Mr. Miller has been a member of the board of directors of Telenav, Inc., a publicly held supplier of location-based platform services, since July 2015, and serves as a member of its audit committee and the compensation committee. Prior to that, from May 2013 to June 2015, Mr. Miller served as a member of the board of directors and as chairman of the audit committee of Procera Networks, a policy enforcement solutions company. Mr. Miller also served as the chief financial officer of Telenav, Inc. from May 2006 to June 2012, and helped lead the company’s May 2010 IPO. From July 2005 to May 2006, Mr. Miller served as vice president and chief financial officer of Longboard, Inc., a privately held provider of telecommunications software. From October 1998 to July 2005, Mr. Miller held various management positions, including senior vice president of finance and chief financial officer, at Synplicity, Inc., a publicly traded electronic design automation company, and helped lead the company’s IPO in 2000 before later being acquired by Synopsys, Inc. Prior to that time, Mr. Miller also served as chief financial officer of 3DLabs, Inc., a publicly held graphics semiconductor company, and as a partner at Ernst & Young LLP, a professional services organization. Mr. Miller is a certified public accountant (inactive). He holds a B.S.C. in Accounting from Santa Clara University.

In connection with his appointment to the Board and consistent with the Company’s outside director compensation policy, as amended (the “Policy”), Mr. Miller will be granted (i) a Nonstatutory Stock Option to purchase 30,000 shares of the Company’s Common Stock (the “NSO”) and (ii) 10,000 Restricted Stock Units (the “RSU Grant”). The shares subject to the NSO will vest over three years, in equal monthly installments, subject to Mr. Miller’s continued service on the Board on each applicable monthly vesting date. The RSU Grant will vest over three years in equal annual installments, subject to Mr. Miller’s continued service on the Board on each applicable annual vesting date. The NSO and the RSU Grant are subject to the terms and conditions of the Policy, which also provides for cash and additional equity compensation for his service on the Board and its committees.

The Policy also provides for further automatic grants of (i) an option to purchase 15,000 shares of the Company’s common stock (the “Annual Option Grant”) and (ii) 5,000 restricted stock units (the “Annual RSU Grant”), on the date of each annual meeting of stockholders. The Annual Option Grants will vest in equal monthly installments until the one year anniversary of the annual meeting of stockholders in which the Annual Option Grant was granted. The Annual RSU Grants will vest on the one year anniversary of the annual meeting of stockholders in which the Annual RSU Grant was granted.

Mr. Miller also executed the Company’s form of indemnification agreement, which form was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 3, 2014.

 

Item 8.01. Other Events.

On July 14, 2016, upon the recommendation of the Company’s compensation committee, the Board approved an amendment to the Company’s Policy, effective as of July 1, 2016. Pursuant to the amendment, outside directors are entitled to receive an appointment award of (i) a Nonstatutory Stock Option to purchase 30,000 shares of the Company’s common stock and (ii) 10,000 Restricted Stock Units. Outside directors shall also be entitled to receive an annual award of (i) a Nonstatutory Stock Option to purchase 15,000 shares of the Company’s common stock and (ii) 5,000 restricted stock units on the date of each annual meeting of stockholders. Additionally, the chairman of the science & technology committee will receive an annual retainer of $10,000 and the members of the science & technology committee will receive an annual retainer of $5,000.

The foregoing description of the terms of the Policy does not purport to be complete and is qualified in its entirety by reference to the Policy, which is filed as Exhibit 10.1 to this Current Report.

 

Item 9.01. Financial Statements and Exhibits .

(d) Exhibits.

 

Exhibit
No.

  

Description

10.1    CareDx, Inc. Outside Director Compensation Policy, as amended.
99.1    Press Release issued by CareDx, Inc. on July 15, 2016 announcing the appointment of Douglas Miller to its Board of Directors.

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: July 19, 2016  

By: /s/ Charles Constanti

  Charles Constanti
  Chief Executive Officer

EXHIBIT INDEX

 

Exhibit
No.

  

Description

10.1    CareDx, Inc. Outside Director Compensation Policy, as amended.
99.1    Press Release issued by CareDx, Inc. on July 15, 2016 announcing the appointment of Douglas Miller to its Board of Directors.

Exhibit 10.1

CareDx, Inc.

OUTSIDE DIRECTOR COMPENSATION POLICY

Effective as of July 17, 2014

Amended on April 28, 2015, effective as of April 1, 2015

Amended on July 14, 2016, effective as of July 1, 2016

CareDx, Inc. (the “ Company ”) believes that the granting of equity and cash compensation to its members of the Board of Directors (the “ Board ,” and members of the Board, the “ Directors ”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “ Outside Directors ”). This Outside Director Compensation Policy (the “ Policy ”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity to its Outside Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Company’s 2014 Equity Incentive Plan (the “ Plan ”). Each Outside Director will be solely responsible for any tax obligations incurred by such Outside Director as a result of the equity and cash payments such Outside Director receives under this Policy.

This Policy will be effective as of the effective date of the registration statement in connection with the initial public offering of the Company’s securities (the “ Registration Date ”).

 

  1. R ETAINERS

 

BOARD MEMBERSHIP

     

Chairman of Board:

   $ 65,000         Annual Retainer   

Outside Directors (including Chairman):

   $ 30,000         Annual Retainer   

AUDIT COMMITTEE

     

Annual compensation for Audit Committee members is as follows:

     

Chairman of Committee:

   $ 20,000         Annual Retainer   

Committee Members (other than Chairman)

   $ 10,000         Annual Retainer   

COMPENSATION COMMITTEE

     

Annual compensation for the Compensation Committee is as follows:

     

Chairman of Committee:

   $ 12,000         Annual Retainer   

Committee Members (other than Chairman)

   $ 6,000         Annual Retainer   

NOMINATING/CORPORATE GOVERNANCE COMMITTEE

     

Compensation for the Nominating Committee is as follows:

     

Chairman of Committee:

   $ 8,000         Annual Retainer   

Committee Members (other than Chairman):

   $ 4,000         Annual Retainer   

SCIENCE & TECHNOLOGY COMMITTEE

     

Compensation for the Science & Technology Committee is as follows:

     

Chairman of Committee:

   $ 10,000         Annual Retainer   

Committee Members (other than Chairman):

   $ 5,000         Annual Retainer   

There are no per meeting attendance fees for attending Board, Audit Committee, Compensation Committee, Nominating Committee and/or Science & Technology Committee meetings.

Retainers (other than chairman retainers) will begin accruing on the Registration Date and will be paid quarterly in arrears on a prorated basis.

The retainers will be paid 2/3 rd in shares of Company common stock (“ Shares ”) and 1/3 rd in cash, provided that a Director may elect for any period to be paid wholly in Shares. Such elections will be effective after the quarter in which they are made or after the Registration Date for elections made prior to the Registration Date. For purposes of determining the payment of the retainer, Shares will be valued at the average closing price in the quarter for which the retainer is paid.

 

  2. E QUITY C OMPENSATION

Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

(a) No Discretion . No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards.

(b) Appointment Awards . Subject to Section 11 of the Plan, upon an Outside Director’s appointment to the Board following the Registration Date, such Outside Director automatically will be granted (i) a Nonstatutory Stock Option to purchase 30,000 Shares (the “ NSO Appointment Award ”) and (ii) 10,000 Restricted Stock Units (the “ RSU Appointment Award ”). Subject to Section 5 below and Section 14 of the Plan, each NSO Appointment Award will vest, in thirty-six (36), equal, monthly installments beginning with the first monthly anniversary after the grant date, and each RSU Appointment Award will vest in three (3), equal, annual installments beginning with the first annual anniversary after the grant date. Each NSO Appointment Award and RSU Appointment Award will vest fully upon a Change in Control (as defined in the Plan), in each case, provided that the Outside Director continues to serve as a Service Provider through the applicable vesting date or Change in Control, as applicable.

(c) Annual Awards . Subject to Section 11 of the Plan, on the Registration Date and on the date of each Annual Meeting of the Company’s stockholders (the “ Annual Meeting ”) beginning with the 2015 Annual Meeting, each Outside Director automatically will be granted (i) a Nonstatutory Stock Option to purchase 15,000 Shares (the “ Annual NSO Award ”) and (ii) 5,000 Restricted Stock Units (the “ Annual RSU Award ”). Subject to Section 5 below and Section 14 of the Plan, each Annual NSO Award will vest in twelve (12), equal, monthly installments beginning with the first monthly anniversary after the grant date, and each Annual RSU Award will vest in one (1) installment on the one year anniversary of the grant date. Each Annual NSO Award and Annual RSU Award will vest fully upon a Change in Control (as defined in the Plan), in each case, provided that the Outside Director continues to serve as a Service Provider through the applicable vesting date or Change in Control, as applicable.

(d) Terms Applicable to all Options Granted Under this Policy . The per Share exercise price for an Option granted on the Registration Date under this Outside Director Compensation Policy will equal the initial offering price to the public. The per Share exercise price for all other Options granted under this Outside Director Compensation Policy will be one hundred percent (100%) of the Fair Market Value on the grant date.

 

  3. T RAVEL E XPENSES

Each Outside Director’s reasonable, customary and documented travel expenses to Board meetings will be reimbursed by the Company.

 

2

  4. A DDITIONAL P ROVISIONS

All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors.

 

  5. A DJUSTMENTS

In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Policy, will adjust the number of Shares issuable pursuant to Awards granted under this Policy.

 

  6. R EVISIONS

The Board in its discretion may change and otherwise revise the terms of Awards granted under this Policy, including, without limitation, the number of Shares subject thereto, for Awards of the same or different type granted on or after the date the Board determines to make any such change or revision.

 

3

Exhibit 99.1

 

LOGO

CareDx Appoints Douglas Miller to Its Board of Directors

BRISBANE, Calif., July 15, 2016 (GLOBE NEWSWIRE) – CareDx, Inc. (Nasdaq: CDNA), a molecular diagnostics company focused on the discovery, development and commercialization of clinically differentiated, high-value diagnostic solutions for transplant patients, today announced that Mr. Douglas Miller has been appointed to its Board of Directors, effective July 14, 2016. The CareDx Board now consists of 7 members.

“Doug brings years of relevant experience in financial management and audit functions to CareDx. He will be a great resource for our Board and the Company,” said CareDx President and CEO Peter Maag.

“I am excited about joining a leading personalized medicine company with tremendous potential and look forward to working with the team towards expanding CareDx’s product offerings and market opportunities,” said Miller.

Douglas Miller has been a member of the board of directors of TeleNav, Inc., a publicly held supplier of location-based platform services, since July 2015. He serves on both the audit and compensation committees. Prior to that, from May 2013 to June 2015, Mr. Miller served as a member of the board of directors and as chairman of the audit committee of Procera Networks, a policy enforcement solutions company. Mr. Miller also served as the chief financial officer of TeleNav, Inc. from May 2006 to June 2012, and helped lead the company’s May 2010 IPO. From July 2005 to May 2006, Mr. Miller served as vice president and chief financial officer of Longboard, Inc., a privately held provider of telecommunications software. From October 1998 to July 2005, Mr. Miller held various management positions, including senior vice president of finance and chief financial officer at Synplicity, Inc., a publicly traded electronic design automation company, and helped lead the company’s IPO in 2000 before later being acquired by Synopsys, Inc. Mr. Miller also served as chief financial officer of 3DLabs, Inc., a publicly held graphics semiconductor company, and as a partner at Ernst & Young LLP, a professional services organization.

About CareDx

CareDx, Inc., headquartered in Brisbane, California, is a global molecular diagnostics company focused on the discovery, development and commercialization of clinically differentiated, high-value diagnostic solutions for transplant patients. CareDx offers AlloMap ® , a gene expression test that aids clinicians in identifying heart transplant patients with stable graft function who have a low probability of moderate to severe acute cellular rejection. CareDx is developing additional products for transplant monitoring using a variety of technologies, including AlloSure ® , a proprietary next-generation sequencing–based test to detect donor-derived cell-free DNA after transplantation.

CareDx, with its presence through Olerup, also develops, manufactures, markets and sells high quality products that increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and organs. Olerup SSP ® is a set of HLA typing used prior to hematopoietic stem cell/bone marrow transplantation and organ transplantation. XM-ONE ® is the first standardized test that quickly identifies a patient’s antigens against HLA Class I, Class II or antibodies against a donor’s endothelium. For more information, please visit: www.CareDx.com.

 

Media Contact

  

             Investor Contact

Molly Martell, CareDx, Inc.

  

Jamar Ismail, Westwicke Partners

T: +1 415-728-6307

  

T: +1 415-513-1282

mmartell@caredx.com

  

jamar.ismail@westwicke.com

Forward Looking Statements

In addition to historical information, this press release contains forward-looking statements with respect to our business, research, development and commercialization efforts and anticipated future financial results. These forward-looking statements are based upon information that is currently available to us and our current expectations, speak only as of the date hereof, and are subject to numerous risks and uncertainties, that are described in our filings with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed by us with the SEC on March 29, 2016, may cause our actual results, performance or achievements to differ materially and adversely from those anticipated or implied by our forward-looking statements. We expressly disclaim any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements.