As filed with the Securities and Exchange Commission on February 27, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CareDx, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 94-3316839 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
8000 Marina Boulevard
Brisbane, California 94005
(Address of principal executive offices, including zip code)
2014 Equity Incentive Plan, as amended
2014 Employee Stock Purchase Plan
(Full titles of the plans)
Reginald Seeto, MBBS
President and Chief Executive Officer
CareDx, Inc.
8000 Marina Boulevard
Brisbane, California 94005
(415) 287-2300
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jeffrey T. Hartlin, Esq.
Paul Hastings LLP
1117 S. California Avenue
Palo Alto, California 94304
(650) 320-1800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SECURITIES
EXPLANATORY NOTE
The Registrant has prepared this registration statement (this “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register: (1) 2,141,330 additional shares of Common Stock issuable pursuant to the Registrant’s 2014 Equity Incentive Plan, as amended (the “2014 Plan”), and (2) 133,900 additional shares of Common Stock issuable pursuant to the Registrant’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”). The Registrant’s stockholders have previously approved the 2014 Plan and the 2014 ESPP, including the shares of Common Stock available for issuance pursuant thereto.
Pursuant to the Registration Statements on Form S-8 (File Nos. 333-197493, 333-203128, 333-217462, 333-225991, 333-231523, 333-239277, 333-258577 and 333-264273) filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on July 18, 2014, May 31, 2015, April 26, 2017, June 29, 2018, May 15, 2019, June 18, 2020, August 6, 2021 and April 13, 2022 (the “Prior Registration Statements”), the Registrant previously registered an aggregate of 11,316,910 shares of Common Stock under the 2014 Plan and an aggregate of 1,160,469 shares of Common Stock under the 2014 ESPP.
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the SEC are hereby incorporated by reference into this Registration Statement:
(a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 27, 2023; and |
(b) | The description of the Common Stock set forth in the Registrant’s Registration Statement on Form 8-A (File No. 001-36536), filed with the SEC on July 11, 2014, including any amendments or reports filed for the purpose of updating such description. |
All other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such reports and documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.
For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.
You may contact the Registrant in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits to such documents unless such exhibits are specifically incorporated by reference into the information incorporated into this Registration Statement). Requests for such information should be directed to:
CareDx, Inc.
8000 Marina Boulevard
Brisbane, California 94005
(415) 287-2300
Attn: Chief Executive Officer
Item 8. Exhibits.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brisbane, California, on February 27, 2023.
CAREDX, INC. | ||
By: | /s/ Reginald Seeto | |
Reginald Seeto President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Reginald Seeto and Abhishek Jain, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Reginald Seeto Reginald Seeto | President, Chief Executive Officer and Director (Principal Executive Officer) | February 27, 2023 | ||
/s/ Abhishek Jain Abhishek Jain | Chief Financial Officer (Principal Financial and Accounting Officer) | February 27, 2023 | ||
/s/ George W. Bickerstaff, III George W. Bickerstaff, III | Director | February 27, 2023 | ||
/s/ Fred E. Cohen Fred E. Cohen | Director | February 27, 2023 | ||
/s/ Grace Colón Grace Colón | Director | February 27, 2023 | ||
/s/ Christine M. Cournoyer Christine M. Cournoyer | Director | February 27, 2023 | ||
/s/ Michael Goldberg Michael Goldberg | Director | February 27, 2023 | ||
/s/ William Hagstrom William Hagstrom | Director | February 27, 2023 | ||
/s/ Peter Maag Peter Maag | Director | February 27, 2023 | ||
/s/ Arthur Torres Arthur Torres | Director | February 27, 2023 | ||
/s/ Hannah Valantine Hannah Valantine | Director | February 27, 2023 |