8-K

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): September 26, 2016

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))

Item 8.01. Other Events.

On September 26, 2016, CareDx, Inc. (the “Company”) issued a press release announcing the closing of its previously announced underwritten public offering of shares of its common stock. In the offering, the Company sold an aggregate of 2,250,000 shares of its common stock at a public offering price of $4.00 per share. 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
99.1	Press Release, dated September 26, 2016.

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: September 26, 2016	CAREDX, INC.
	By:	/s/ Charles Constanti
		Charles Constanti
		Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release, dated September 26, 2016.

EX-99.1

Exhibit 99.1

CareDx Announces Closing of Public Offering of Common Stock

BRISBANE, Calif., September 26, 2016 (GLOBE NEWSWIRE) — CareDx, Inc. (Nasdaq: CDNA), a molecular diagnostics company focused on the discovery, development and commercialization of clinically differentiated, high-value diagnostic solutions for transplant patients, today announced the closing of its previously announced underwritten public offering of 2,250,000 shares of its common stock at a public offering price of $4.00 per share, before deducting underwriting discounts and commissions and estimated offering expenses payable by CareDx. The net proceeds to CareDx from this offering were approximately $7.8 million, after deducting underwriting discounts and commissions and other estimated offering expenses.

Piper Jaffray & Co. acted as sole manager for the offering.

The securities described above were offered by CareDx pursuant to a shelf registration statement on Form S-3 (File No. 333-206277) previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on December 4, 2015. A final prospectus supplement and accompanying prospectus related to the offering was filed with the SEC on September 22, 2016 and is available on the SEC’s website at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained from Piper Jaffray & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, or by email at prospectus@pjc.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About CareDx

CareDx, Inc., headquartered in Brisbane, California, is a global molecular diagnostics company focused on the discovery, development and commercialization of clinically differentiated, high-value diagnostic solutions for transplant patients. CareDx offers AlloMap®, a gene expression test that aids clinicians in identifying heart transplant patients with stable graft function who have a low probability of moderate to severe acute cellular rejection (ACR). CareDx is developing additional products for transplant monitoring using a variety of technologies, including AlloSure®, a proprietary next-generation sequencing-based test to detect donor-derived cell-free DNA (dd-cfDNA) after transplantation.

CareDx, with its presence through Olerup, also develops, manufactures, markets and sells high quality products that increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and organs. Olerup SSP® is a set of HLA typing products used prior to hematopoietic stem cell/bone marrow transplantation and organ transplantation. XM-ONE® is the first standardized test that quickly identifies a patient’s antigens against HLA Class I, Class II or antibodies against a donor’s endothelium. For more information, please visit: www.CareDx.com.

Forward Looking Statements

This press release includes forward-looking statements, including expectations regarding the amount of proceeds expected from the offering. 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 the “Risk Factors” section of the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed by CareDx with the SEC on March 29, 2016, the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed by CareDx with the SEC on August 22, 2016 and the final prospectus supplement related to the offering filed with SEC on September 22, 2016 and in other filings that we make with the SEC. CareDx expressly disclaims any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements.

Media Contacts - CareDx

Molly Martell, Senior Director, Marketing

T: +1 415-728-6307

E: mmartell@caredx.com

Media Contacts - Investor

Jamar Ismail, Vice President

Westwicke Partners, LLC Investor Contact

T: +1 415-513-1282

E: jamar.ismail@westwicke.com