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): January 20, 2017

 

 

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, including zip code)

(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 1.01. 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 December 16, 2015 and amended as of February 8, 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 December 31, 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 March 31, 2017 an aggregate of $5.7 million as deferred purchase consideration for the Company’s acquisition of Allenex. The Purchase Agreement Amendments defer the Company’s payment obligations to the Purchasers pursuant to the Purchase Agreements from March 31, 2017 to July 1, 2017. Interest will accrue on the Company’s obligations to the Purchasers pursuant to the amended Purchase Agreements at a rate of 10.0% per year commencing on January 1, 2017 and continuing until the date the obligations are paid in full. The Company’s 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.

Item 7.01 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 December 31, 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 December 31, 2016 to July 1, 2017. Interest will accrue on Allenex’s obligations pursuant to the amended Notes at a rate of 10.0% per year commencing on January 1, 2017 and continuing until the date the obligations under the amended Notes are paid in full. Allenex’s obligations to the Noteholders under the amended Notes are secured by a pledge of shares of Allenex in favor of the Noteholders.

Item 9.01. 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.


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: January 23, 2017

  
  

By: /s/ Charles Constanti

  

Charles Constanti

  

Chief Financial Officer

Exhibit 10.1

SECOND AMENDMENT TO

CONDITIONAL SHARE PURCHASE AGREEMENT

This Second Amendment (this “ Amendment ”) is entered into by and between CareDx, Inc. (the “ Purchaser ”) and Midroc Invest AB (the “ Seller ”) and amends that certain Conditional Purchase Agreement, as amended (the “ Agreement ”) between the Purchaser and the Seller relating to the sale by the Seller and the purchase by the Purchaser of all of the Seller’s 43,678,850 shares in Allenex AB (the “ Company ”) in connection with the Purchaser’s public offer to acquire all outstanding shares in the Company announced by the Purchaser on 16 December 2015. Terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

WHEREAS the Seller has agreed to extend the due date for the Contingent Cash Component in consideration of the Purchaser agreeing to pay interest thereon.

The Parties have agreed as follows:

 

1. CONTINGENT CASH COMPONENT

 

1.1 Extension of due date

The Contingent Cash Component, together with interest accrued pursuant to Section 1.2 below, shall become payable on July 1, 2017.

 

1.2 Interest

Interest shall accrue on the Contingent Cash Component from January 1, 2017 to the date of payment thereof at an annual interest rate of ten (10) per cent, calculated on the basis of a 360-day year consisting of twelve 30-day months and compounded annually on June 30 of each year.

 

2. REPRESENTATIONS & WARRANTIES

 

2.1 Representations & Warranties of the Seller

The Seller represents and warrants to the Purchaser that:

 

  (a) the execution, delivery and performance of this Amendment has been duly authorised by the Seller and constitutes a legal, valid, binding and enforceable obligation of the Seller; and

 

  (b) the execution, delivery and performance of this Amendment by the Seller is not contrary to the provisions of the articles of association and/or other constitutional documents of the Seller and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Seller or any of its affiliates is a party or by which it or any of its affiliates is bound.

 

Second Amendment Conditional Purchase Agreement

Midroc Invest AB

   


2.2 Representations & Warranties of the Purchaser

The Purchaser represents and warrants to Seller that:

 

  (a) the execution, delivery and performance of this Amendment has been duly authorised by the Purchaser and constitutes a legal, valid, binding and enforceable obligation of the Purchaser; and

 

  (b) the execution, delivery and performance of this Amendment by the Purchaser is not contrary to the provisions of the articles of association and/or other constitutional documents of the Purchaser and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Purchaser or any of its affiliates is a party or by which it or any of its affiliates is bound.

 

3. REQUIRED CONSENTS AND APPROVALS

The parties hereto acknowledge and agree that this Agreement is subject to the written consent or approval of each of East West Bank (if required) and Danske Bank A/S.

 

4. GOVERNING LAW; DISPUTE RESOLUTION

This Amendment, including the arbitration clause, shall be governed by and construed in accordance with Swedish substantive law.

Any dispute arising out of or in connection with this Amendment shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed other than if and to the extent permitted by Section 5 of the Agreement.

 

2. EFFECTIVE DATE

The effective date of this Amendment is December 31, 2016.

 

 

[Signature page to follow]

 

Second Amendment Conditional Purchase Agreement

Midroc Invest AB

  2  


This Amendment has been executed in two (2) original counterparts of which the Parties have taken one each.

 

MIDROC INVEST AB    CAREDX, INC.

/s/ Oscar Ahlgren

  

/s/ Peter Maag

By: Oscar Ahlgren    By: Peter Maag
Date: January 11, 2017    Date: January 20, 2017
Place: Malmo    Place: Brisbane, California, USA

 

Second Amendment Conditional Purchase Agreement

Midroc Invest AB

  3  

Exhibit 10.2

SECOND AMENDMENT TO

CONDITIONAL SHARE PURCHASE AGREEMENT

This Second Amendment (this “ Amendment ”) is entered into by and between CareDx, Inc. (the “ Purchaser ”) and FastPartner AB (the “ Seller ”) and amends that certain Conditional Purchase Agreement, as amended (the “ Agreement ”) between the Purchaser and the Seller relating to the sale by the Seller and the purchase by the Purchaser of all of the Seller’s 38,886,307 shares in Allenex AB (the “ Company ”) in connection with the Purchaser’s public offer to acquire all outstanding shares in the Company announced by the Purchaser on 16 December 2015. Terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

WHEREAS the Seller has agreed to extend the due date for the Contingent Cash Component and the Shareholder Loan’s maturity date in consideration of the Purchaser agreeing to pay interest thereon.

The Parties have agreed as follows:

 

1. CONTINGENT CASH COMPONENT

 

1.1 Extension of due date

The Contingent Cash Component, together with interest accrued pursuant to Section 1.2 below, shall become payable on July 1, 2017.

 

1.2 Interest

Interest shall accrue on the Contingent Cash Component from January 1, 2017 to the date of payment thereof at an annual interest rate of ten (10) per cent, calculated on the basis of a 360-day year consisting of twelve 30-day months and compounded annually on June 30 of each year.

 

2 SHAREHOLDER LOAN

 

2.1 Extension of maturity

The maturity date of the Shareholder Loan is extended until July 1, 2017, and the defined term the “ Extended Maturity Date ” shall henceforth mean July 1, 2017.

 

2.2 Interest

From January 1, 2017, interest on the Shareholder Loan shall accrue at an annual interest rate of ten (10) per cent. All other terms and conditions of the Shareholder Loan relating to accrual and payment of interest shall remain unchanged.

 

Second Amendment Conditional Purchase Agreement

FastPartner AB

   


2.3 Further documents

As evidence of the foregoing, the Purchaser and the Company shall execute and deliver the form of Addendum to Promissory Note (the “ Shareholder Loan Amendment ”) attached hereto as Appendix 1 .

 

3. REPRESENTATIONS & WARRANTIES

 

3.1 Representations & Warranties of the Seller

The Seller represents and warrants to the Purchaser that:

 

  (a) the execution, delivery and performance of this Amendment and the Shareholder Loan Amendment, when executed and delivered, have been duly authorised by the Seller and constitute legal, valid, binding and enforceable obligations of the Seller; and

 

  (b) the execution, delivery and performance of this Amendment or the Shareholder Loan Amendment by the Seller is not contrary to the provisions of the articles of association and/or other constitutional documents of the Seller and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Seller or any of its affiliates is a party or by which it or any of its affiliates is bound.

 

3.2 Representations & Warranties of the Purchaser

The Purchaser represents and warrants to Seller that:

 

  (a) the execution, delivery and performance of this Amendment has been duly authorised by the Purchaser and constitutes a legal, valid, binding and enforceable obligation of the Purchaser; and

 

  (b) the execution, delivery and performance of this Amendment by the Purchaser is not contrary to the provisions of the articles of association and/or other constitutional documents of the Purchaser and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Purchaser or any of its affiliates is a party or by which it or any of its affiliates is bound.

 

4. REQUIRED CONSENTS AND APPROVALS

The parties hereto acknowledge and agree that this Agreement is subject to the written consent or approval of each of East West Bank (if required) and Danske Bank A/S.

 

5. GOVERNING LAW; DISPUTE RESOLUTION

This Amendment, including the arbitration clause, shall be governed by and construed in accordance with Swedish substantive law.

 

Second Amendment Conditional Purchase Agreement

FastPartner AB

  2  


Any dispute arising out of or in connection with this Amendment shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed other than if and to the extent permitted by Section 5 of the Agreement.

 

6. EFFECTIVE DATE

The effective date of this Amendment is December 31, 2016.

 

 

[Signature page to follow]

 

Second Amendment Conditional Purchase Agreement

FastPartner AB

  3  


This Amendment has been executed in two (2) original counterparts of which the Parties have taken one each.

 

FASTPARTNER AB    CAREDX, INC.

/s/ Sven Olof

  

/s/ Peter Maag

By: Sven Olof    By: Peter Maag
Date: January 20, 2017    Date: January 20, 2017
Place:    Place: Brisbane, California, USA

 

Second Amendment Conditional Purchase Agreement

FastPartner AB

  4  


Appendix 1

ADDENDUM TO PROMISSORY NOTE

 

Second Amendment Conditional Purchase Agreement

FastPartner AB

  5  

Exhibit 10.3

SECOND AMENDMENT TO

CONDITIONAL SHARE PURCHASE AGREEMENT

This Second Amendment (this “ Amendment ”) is entered into by and between CareDx, Inc. (the “ Purchaser ”) and Xenella Holding AB (the “ Seller ”) and amends that certain Conditional Purchase Agreement, as amended (the “ Agreement ”) between the Purchaser and the Seller relating to the sale by the Seller and the purchase by the Purchaser of all of the Seller’s 11,174,755 shares in Allenex AB (the “ Company ”) in connection with the Purchaser’s public offer to acquire all outstanding shares in the Company announced by the Purchaser on 16 December 2015. Terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

WHEREAS the Seller has agreed to extend the due date for the Contingent Cash Component in consideration of the Purchaser agreeing to pay interest thereon.

The Parties have agreed as follows:

 

1. CONTINGENT CASH COMPONENT

 

1.1 Extension of due date

The Contingent Cash Component, together with interest accrued pursuant to Section 1.2 below, shall become payable on July 1, 2017.

 

1.2 Interest

Interest shall accrue on the Contingent Cash Component from January 1, 2017 to the date of payment thereof at an annual interest rate of ten (10) per cent, calculated on the basis of a 360-day year consisting of twelve 30-day months and compounded annually on June 30 of each year.

 

2. REPRESENTATIONS & WARRANTIES

 

2.1 Representations & Warranties of the Seller

The Seller represents and warrants to the Purchaser that:

 

  (a) the execution, delivery and performance of this Amendment has been duly authorised by the Seller and constitutes a legal, valid, binding and enforceable obligation of the Seller; and

 

  (b) the execution, delivery and performance of this Amendment by the Seller is not contrary to the provisions of the articles of association and/or other constitutional documents of the Seller and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Seller or any of its affiliates is a party or by which it or any of its affiliates is bound.

 

Second Amendment Conditional Purchase Agreement

Xenella Holding AB

   


2.2 Representations & Warranties of the Purchaser

The Purchaser represents and warrants to Seller that:

 

  (a) the execution, delivery and performance of this Amendment has been duly authorised by the Purchaser and constitutes a legal, valid, binding and enforceable obligation of the Purchaser; and

 

  (b) the execution, delivery and performance of this Amendment by the Purchaser is not contrary to the provisions of the articles of association and/or other constitutional documents of the Purchaser and does not and will not result in any breach of the terms of, or constitute a default under, any instrument or agreement to which the Purchaser or any of its affiliates is a party or by which it or any of its affiliates is bound.

 

3. REQUIRED CONSENTS AND APPROVALS

The parties hereto acknowledge and agree that this Agreement is subject to the written consent or approval of each of East West Bank (if required) and Danske Bank A/S.

 

4. GOVERNING LAW; DISPUTE RESOLUTION

This Amendment, including the arbitration clause, shall be governed by and construed in accordance with Swedish substantive law.

Any dispute arising out of or in connection with this Amendment shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed other than if and to the extent permitted by Section 5 of the Agreement.

 

5. EFFECTIVE DATE

The effective date of this Amendment is December 31, 2016.

 

 

[Signature page to follow]

 

Second Amendment Conditional Purchase Agreement

Xenella Holding AB

  2  


This Amendment has been executed in two (2) original counterparts of which the Parties have taken one each.

 

XENELLA HOLDING AB    CAREDX, INC.

/s/ Oscar Ahlgren

  

/s/ Peter Maag

By: Oscar Ahlgren    By: Peter Maag
Date: January 11, 2017    Date: January 20, 2017
Place: Malmo    Place: Brisbane, California, USA

 

Second Amendment Conditional Purchase Agreement

Xenella Holding AB

  3