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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): March 11, 2021

 

 

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.)

1 Tower Place, 9th Floor

South San Francisco, California 94080

(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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

(Title of each class)

 

(Trading

Symbol)

 

(Name of exchange

on which registered)

Common Stock, $0.001 Par Value   CDNA   The Nasdaq Stock Market LLC

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 March 11, 2021, CareDx, Inc. (the “Company”) appointed Ankur Dhingra, age 45, as the Company’s Chief Financial Officer, effective March 25, 2021. Upon commencement of his appointment, Mr. Dhingra will assume the duties of the Company’s principal financial officer and principal accounting officer until his successor is duly appointed and qualified, or until his earlier death, resignation or removal. Upon commencement of Mr. Dhingra’s employment with the Company, Marcel Konrad, who is currently serving as Interim Chief Financial Officer, will resume his role as Vice President, Corporate Controller. 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. Dhingra.

Prior to joining the Company, Mr. Dhingra served the last 18 years at Agilent Technologies, Inc., a provider of analytical and diagnostics tools and services, in a number of finance and business leadership positions, including Vice President – Investor Relations, from January 2019 to March 2021, and Vice President – Group CFO, Life Sciences and Applied Markets, from May 2015 to December 2019. Mr. Dhingra also sits on Advisory Board of Arcus Lending Inc., an independent mortgage banker. Mr. Dhingra is a Certified Public Accountant and a member of the Institute of Chartered Accountants of India.

In connection with his appointment, Mr. Dhingra and the Company entered into an offer letter, effective March 25, 2021 (the “Dhingra Offer Letter”). Pursuant to the Offer Letter, Mr. Dhingra’s annualized salary will be $400,000, and he will be eligible to receive an annual performance bonus of up to 60% of his base salary for fiscal year 2021. His salary and performance bonus percentage may be adjusted in the future at the discretion of the Compensation Committee of the Company’s Board of Directors. Mr. Dhingra’s employment is on an “at will” basis.

In connection with Mr. Dhingra’s appointment as the Company’s Chief Financial Officer, Mr. Dhingra will be granted an option to purchase 30,000 shares of the Company’s common stock (the “Option”), 14,500 restricted stock units (“RSUs”) and 2,500 performance restricted stock units (“PRSUs”) under the Company’s 2014 Equity Incentive Plan on March 25, 2021. The Option will vest, subject to Mr. Dhingra’s continued employment with the Company, 1/4th on the one year anniversary of the grant 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, subject to Mr. Dhingra’s continued employment with the Company, 1/4th on the one year anniversary of the grant date, and 1/4th of the total number of shares subject to the Option will vest each one year anniversary thereafter. The PRSUs will vest, subject to Mr. Dhingra’s continued employment with the Company, 50% on the two-year anniversary of the grant date, and 50% on the three-year anniversary of the grant date.

The Company also entered into the Company’s standard change of control agreement and indemnification agreement with Mr. Dhingra, in the forms filed by the Company as exhibits to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 3, 2014.

The foregoing description of the Dhingra Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Dhingra 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 March 11, 2021, the Company issued a press release announcing the appointment of Mr. Dhingra as the Company’s Chief Financial Officer. A copy of the press release is filed herewith 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.

 

Exhibit
    No.    

  

Description

10.1    Offer Letter, dated February 11, 2021, between CareDx, Inc. and Ankur Dhingra.
99.1    Press Release issued by CareDx, Inc., dated March 11, 2021.
104    Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

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.

 

Date: March 11, 2021     CAREDX, INC.
    By:  

/s/ Reginald Seeto, MBBS

      Reginald Seeto, MBBS
      President and Chief Executive Officer

Exhibit 10.1

 

LOGO

OFFER LETTER

February 11, 2021

Ankur Dhingra

[…***…]

[…***…]

Dear Ankur,

I am pleased to offer you a position with CareDx, Inc. (the “Company”) as Chief Financial Officer reporting to Reg Seeto, President and Chief Executive Officer. Start date will be March 25, 2021 or another mutually agreed upon date. This position is a full-time, exempt position, based out of our headquarters in South San Francisco, California.

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.

Additionally, you will be eligible to participate in our variable performance bonus plan, which has a current annual target of 60% of your base salary. You must be employed at the time of payout and the amount is subject to all state and federal taxes. Please note that employees who start employment after October 1st are not eligible for bonus within that same plan year.

Subject to the approval of the Board of Directors of the Company you will be granted an option to purchase 30,000 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.

Subject to the approval of the Board of Directors of the Company, you will be granted restricted stock units of 14,500. 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.

Subject to the approval of the Board of Directors of the Company, you will be granted performance stock units of 2,500. 50% of the Performance Stock Units will vest on the 2-Year anniversary of the Vesting Commencement Date and 50% of the Restricted Stock Units will vest on the 3-Year anniversary of the Vesting Commencement Date.

LOGO

We are offering you a signing bonus of $100,000.00, subject to appropriate taxes. This will be payable after you have been working full-time for at least thirty days. If you choose to terminate your employment with CareDx within one (1) year of the payment of the relocation bonus, the entire bonus will be repayable to CareDx. If you terminate your employment within two (2) years of payment of the signing bonus, 50% of the bonus will be repayable to CareDx.

CareDx will provide you with a cell phone allowance of $80.00 per month. This allowance is intended to cover at least 50% of the cost of your personal monthly cell phone plan.

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 CareDx Benefits 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.

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.

 

LOGO

LOGO

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.

This letter, along with the CareDx Confidential Information, Invention Assignment, Non-Competition 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 sign and date within DocuSign. Please direct any questions regarding the offer letter to Jere Ramsey-Lester, SR HR Business Partner at […***…]. This offer will expire on February 15, 2021.

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

 

Sincerely,
/s/ Reg Seeto
Reginald Seeto

CEO & President

ACCEPTED AND AGREED TO this 11th day of February, 2021

 

/s/ Ankur Dhingra

Ankur Dhingra

 

LOGO

Exhibit 99.1

 

LOGO

CareDx Names Ankur Dhingra as New

Chief Financial Officer

SOUTH SAN FRANCISCO, Calif., March 11, 2021 — CareDx, Inc. (Nasdaq: CDNA), a leading precision medicine company focused on the discovery, development, and commercialization of clinically differentiated, high-value healthcare solutions for transplant patients and caregivers, announced the appointment of Ankur Dhingra as the company’s new Chief Financial Officer (CFO) effective March 25, 2021. As CFO, Ankur will lead CareDx’s global finance organization including treasury, tax, and other corporate functions, and report directly to President and Chief Executive Officer Reg Seeto.

Ankur brings over 25 years of finance and accounting experience to CareDx, including a track record of success in executing and influencing growth-oriented business strategies, deploying M&A policies, scaling businesses, and managing a global team of finance and accounting professionals. He joins the company from Agilent Technologies, a global leader in life sciences, diagnostics, and applied chemical markets, where he was Vice President of Investor Relations since 2019 and, prior to that, Group CFO for Agilent’s Life Sciences and Applied Markets.

“I am delighted to welcome Ankur to CareDx. We are privileged to have such a talented professional as Ankur join us in the CFO role. We have built a strong finance team, and now we have completed the team with Ankur,” said Reg Seeto, President and Chief Executive Officer of CareDx. “His extensive financial and investor relations experience, along with a proven track record of execution, will assist in driving our business to the next level of operational growth and financial performance.”

“I’m very excited to join CareDx and contribute to the company’s mission of providing healthcare solutions along the entire transplant patient journey,” said Ankur. “It has been impressive to see CareDx scale its operations and grow during the pandemic. I look forward to working with Reg and the entire organization as the business continues to grow and scale in addressing the significant unmet medical needs of transplant patients.”

About CareDx

CareDx, Inc., headquartered in South San Francisco, California, is a leading precision medicine solutions company focused on the discovery, development, and commercialization of clinically differentiated, high-value healthcare solutions for transplant patients and caregivers. CareDx offers testing services, products, and digital healthcare solutions along the pre- and post-transplant patient journey and is the leading provider of genomics-based information for transplant patients. For more information, please visit: www.CareDx.com.

CONTACTS:

CareDx, Inc.

Sasha King

Chief Marketing Officer

415-287-2393

sking@caredx.com

Investor Relations

Greg Chodaczek

347-610-7010

investor@caredx.com