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): November 26, 2018

 

 

CAREDX, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-36536   94-3316839

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3260 Bayshore Boulevard

Brisbane, California 94005

(Address of Principal Executive Offices) (Zip Code)

(415) 287-2300

Registrant’s telephone number, including area code

N/A

(Former Name, or Former Address, if Changed Since Last Report)

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

 

 

 

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

On November 26, 2018, CareDx, Inc. (the “Company”) appointed Reginald Seeto, MBBS, as the Company’s President and Chief Business Officer, effective November 26, 2018. There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) involving the Company and Dr. Seeto. Dr. Seeto will report to Dr. Peter Maag, the Company’s Chief Executive Officer.

Dr. Seeto served as the Chief Operating Officer of Ardelyx, Inc., a specialized biopharmaceutical company, from October 2016 through mid-November 2018. From April 2008 until October 2016, Dr. Seeto held various positions of increasing responsibility at MedImmune Limited, a biotechnology company and subsidiary of AstraZeneca Plc, and at AstraZeneca, most recently serving as vice president, head of partnering and strategy for AstraZeneca. Earlier, he served as company president of AstraZeneca Thailand and before that, as executive vice president of corporate development and strategy for MedImmune. Prior to joining AstraZeneca/MedImmune, Dr. Seeto held senior marketing roles at Organon Biosciences, which was acquired by Schering Plough in 2007, and Boehringer Ingelheim Pharmaceuticals. Earlier, Dr. Seeto served as an engagement manager for McKinsey & Company and started his career as a practicing medical doctor and clinical researcher in Australia. Dr. Seeto earned both his B.S. and MBBS in medical studies from the University of Sydney, Australia.

On November 16, 2018, the Company entered into an offer letter with Dr. Seeto (the “Offer Letter”). Pursuant to the Offer Letter, Dr. Seeto’s annualized salary will be $400,000 and he will have an annual performance bonus with a target of 70% of his base salary. Dr. Seeto’s employment will be on an “at will” basis. Additionally, the Company granted Dr. Seeto an option to purchase 100,000 shares of the Company’s Common Stock (the “Option”) and 50,000 restricted stock units (the “RSUs”) under the Company’s 2014 Equity Incentive Plan. The Option will vest, subject to Dr. Seeto’s continued employment with the Company, 1/4th on the one year anniversary of Dr. Seeto’s start date, and 1/48th of the total number of shares subject to the Option will vest at the end of each calendar month thereafter. The RSUs will vest at a rate of 25% per year on each one-year anniversary from Dr. Seeto’s start date. The Company also entered into the Company’s standard change of control agreement and indemnification agreement with Dr. Seeto, in the forms filed by the Company as exhibits to the Registration Statement on Form S-1 filed on June 3, 2014.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events.

On November 26, 2018, the Company issued a press release announcing the appointment of Dr. Seeto as the Company’s President and Chief Business Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Number

  

Description

10.1   

Offer Letter, dated November 16, 2018, between CareDx, Inc. and Reginald Seeto, MBBS.

99.1    Press Release, dated November 26, 2018.

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: November 26, 2018       By:   /s/ Michael Bell
      Michael Bell
      Chief Financial Officer

Exhibit 10.1

 

LOGO

 

OFFER LETTER

November 13, 2018

Reginald Seeto

Maryland, 20878

Dear Reginald Seeto,

I am pleased to offer you a position with CareDx, Inc. (the “Company”) as President reporting to Peter Maag, Chief Executive Officer. Start date will be November 26, 2018 or another mutually agreeable date. This position is a full-time, exempt position, based in your home office in Maryland. When not traveling for business, the expectation is that you work out of our headquarters in Brisbane, California, Monday through Thursday every week.

Effective upon commencement of your full-time employment at the Company you will receive an annualized salary of $400,000.00 , paid on a semi-monthly basis on our regular paydays. Deductions required by law or authorized by you will be taken from each paycheck.

We are also offering you a signing bonus of $30,000.00 which will be payable after you have been working full time for CareDx for at least thirty days. If you choose to terminate your employment with CareDx within one year of the payment of the signing bonus, the entire bonus will be repayable to CareDx.

Additionally, you will be eligible to participate in our variable performance bonus plan beginning in January 2019, which has a current annual target of 70% 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 Company’s Benefit Brochure. 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 100,000 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.

 

3260 Bayshore Blvd., Brisbane, CA 94005 USA ∎ (p): 415.287.2300 ∎ www.CareDx.com

LOGO

 

Subject to the approval of the Board of Directors of the Company, you are also granted restricted stock units of 50,000. 25% of the Restricted Stock Units will vest on the 1-Year anniversary of the Vesting Commencement Date and 25% of the Restricted Stock Units will vest each year thereafter on the same date as the Vesting Commencement Date, subject to Participant continuing to be a Service Provider through each such date.

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 without prior approval of 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.

 

3260 Bayshore Blvd., Brisbane, CA 94005 USA ∎ (p): 415.287.2300 ∎ www.CareDx.com

LOGO

 

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 email this letter to Marissa Dixon, VP Human Resources at mdixon@caredx.com. This offer will expire on November 16, 2018.

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
16th day of November, 2018.
/s/ Reginald Seeto
Reginald Seeto

 

3260 Bayshore Blvd., Brisbane, CA 94005 USA ∎ (p): 415.287.2300 ∎ www.CareDx.com

Exhibit 99.1

 

LOGO

CareDx Strengthens Executive Leadership Team with the

Appointment of Reginald Seeto, MB.BS, as President and Chief Business Officer

BRISBANE, Calif., November 26, 2018 (GLOBE NEWSWIRE) — CareDx, Inc. (Nasdaq: CDNA), a leading molecular diagnostics company focused on the discovery, development and commercialization of clinically differentiated, high-value diagnostic solutions for transplant patients, today announced that Reginald Seeto, MB.BS., has joined the company in the newly created role of President and Chief Business Officer. His appointment was effective Monday, November 26, 2018.

Dr. Seeto brings 20 years of experience in commercial operations, corporate development and strategy, and executive leadership to CareDx. Before joining CareDx, Dr. Seeto was Chief Operating Officer at Ardelyx leading pre-launch efforts for tenapanor and corporate development, where he completed a series of partnerships. Prior to this, Dr. Seeto worked at AstraZeneca/Medimmune and was a member of the MedImmune Executive Team. His responsibilities over 8 years included leading corporate development and strategy, global strategic marketing and portfolio management for all therapeutic areas, as well as a country leadership role at AstraZeneca in Thailand.

Earlier in his career, Dr. Seeto held positions of increasing responsibility at Organon Biosciences, where he led the marketing and medical teams for the Fertility, Immunology, Oncology and Vaccine Franchises, and was the US Brand Team Leader for Flomax at Boehringer Ingelheim. He started his career as a physician, during which time he performed a medical rotation in a renal transplant unit, before joining McKinsey and Company.

“We are thrilled to have such a talented individual join CareDx. Reg’s breadth of experience and performance track-record represent the ideal combination as we enter a new phase of accelerated growth. Reg will primarily focus on strengthening and developing our business operations, as we continue to build a powerhouse in personalized medicine. His experience with transformational growth will be especially valuable as we scale the organization and further expand geographically.” said Peter Maag, CEO of CareDx.

About  CareDx

CareDx, Inc., headquartered in Brisbane, California, is a molecular diagnostics company focused on the discovery, development and commercialization of clinically differentiated, high-value diagnostic solutions for transplant recipients. CareDx offers products along the pre- and post-transplant testing continuum.

For more information, please visit: www.CareDx.com.

Forward Looking Statements

This press release includes forward-looking statements, including expectations regarding the Company’s business operations, plans and potential growth. These forward-looking statements are based upon information that is currently available to CareDx and its current expectations, speak only as of the date hereof, and are subject to numerous risks and uncertainties, including general economic and market factors, among others discussed in CareDx’s filings with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed by CareDx with the SEC on March 22, 2018 and the periodic reports that CareDx has subsequently filed with the SEC. Any of these may cause CareDx’s actual results, performance or achievements to differ materially and adversely from those anticipated or implied by CareDx’s forward-looking statements. CareDx expressly disclaims any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements.

CONTACTS:

Investor Relations

David Clair

Integrated Corporate Relations, Inc.

646-277-1266

david.clair@icrinc.com