cdna-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-36536

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CAREDX, INC.

(Exact name of registrant as specified in its charter)

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Delaware						94-3316839
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

8000 Marina Boulevard, 4th Floor

Brisbane, California 94005

(Address of principal executive offices and zip code)

(415) 287-2300

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	CDNA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

There were 52,083,792 shares of the registrant’s Common Stock issued and outstanding as of May 7, 2024.

Table of Contents

CareDx, Inc.

TABLE OF CONTENTS


			Page No.
PART I. FINANCIAL INFORMATION			3
Item 1. Unaudited Condensed Consolidated Financial Statements			3
Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023			3
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023			4
Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2024 and 2023			5
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023			6
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023			8
Notes to Unaudited Condensed Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			33
Item 3. Quantitative and Qualitative Disclosures About Market Risk			47
Item 4. Controls and Procedures			47

PART II. OTHER INFORMATION			49
Item 1. Legal Proceedings			49
Item 1A. Risk Factors			49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			57
Item 3. Defaults Upon Senior Securities			58
Item 4. Mine Safety Disclosures			58
Item 5. Other Information			58
Item 6. Exhibits			59
Signatures			61

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CareDx, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)


	March 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	93,299	$	82,197
Marketable securities	122,622		153,221
Accounts receivable	60,149		51,061
Inventory	20,130		19,471
Prepaid and other current assets	6,895		7,763
Total current assets	303,095		313,713
Property and equipment, net	34,411		35,246
Operating leases right-of-use assets	28,591		29,891
Intangible assets, net	43,330		45,701
Goodwill	40,336		40,336
Restricted cash	583		586
Other assets	2,060		1,353
Total assets	$	452,406	$	466,826
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	9,976	$	12,872
Accrued compensation	14,565		19,703
Accrued and other liabilities	45,670		45,497

Total current liabilities	70,211		78,072
Deferred tax liability	43		136

Deferred payments for intangible assets	1,348		2,461
Operating lease liability, less current portion	26,893		28,278
Other liabilities	97,686		96,551
Total liabilities	196,181		205,498
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock: $0.001 par value; 10,000,000 shares authorized at March 31, 2024 and December 31, 2023; no shares issued and outstanding at March 31, 2024 and December 31, 2023	—		—
Common stock: $0.001 par value; 100,000,000 shares authorized at March 31, 2024 and December 31, 2023; 51,782,612 and 51,503,377 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	49		49
Additional paid-in capital	959,734		946,511
Accumulated other comprehensive loss	(8,108)		(6,963)
Accumulated deficit	(695,450)		(678,269)
Total stockholders’ equity	256,225		261,328
Total liabilities and stockholders’ equity	$	452,406

SEC Form 10-Q filed by CareDx Inc.