As filed with the Securities and Exchange Commission on May 15, 2019
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)
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Delaware
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94-3316839
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3260 Bayshore 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)
Peter Maag, Ph.D.
Chief
Executive Officer
CareDx, Inc.
3260 Bayshore 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.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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. ☒
CALCULATION
OF REGISTRATION FEE
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Title of
Securities to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share, reserved for
issuance pursuant to the 2014 Equity Incentive Plan, as amended
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1,655,398
(2)
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$31.54
(3)
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$52,211,252.92
(3)
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$6,328.00
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Common Stock, $0.001 par value per share, reserved for
issuance pursuant to the 2014 Employee Stock Purchase Plan
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133,900
(4)
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$26.81
(5)
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$3,589,859.00
(5)
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$435.09
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TOTAL:
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1,789,298
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$55,801,111.92
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$6,763.09
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement on Form
S-8
(the Registration Statement) shall also cover any additional shares of common stock, $0.001 par value per share (the Common Stock), of the Registrant
(defined below) that become issuable under the CareDx, Inc. 2014 Equity Incentive Plan, as amended (the 2014 Plan), and the CareDx, Inc. 2014 Employee Stock Purchase Plan (the 2014 ESPP) by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrants outstanding shares of Common Stock.
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(2)
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Represents 1,655,398 shares of Common Stock that were automatically added to the shares reserved for issuance
under the 2014 Plan on January 1, 2019 pursuant to an evergreen provision contained in the 2014 Plan. The 2014 Plan provides that an additional number of shares will automatically be added annually to the shares authorized under the
2014 Plan on January 1st of each calendar year. The number of shares of Common Stock added each year will be equal to the least of: (a) four percent (4.0%) of the total number of shares of Common Stock outstanding on the last day of the
immediately preceding fiscal year; or (b) such number of shares of Common Stock that may be determined each year by the Registrants board of directors provided that such determination is made no later than the last day of the immediately
preceding fiscal year.
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(3)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and
457(h) of the Securities Act. The proposed maximum aggregate offering price per share and the proposed maximum aggregate offering price with respect to these shares are calculated based on the average of the high and low prices of the Common Stock
as reported on the Nasdaq Global Market on May 13, 2019, a date within five business days prior to the filing of this Registration Statement.
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(4)
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Represents shares of Common Stock that were automatically added to the shares reserved for issuance under the
2014 ESPP on January 1, 2019 pursuant to an evergreen provision contained in the 2014 ESPP. The 2014 ESPP provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under
the 2014 Plan on January 1 of each calendar year. The number of shares of Common Stock added each year will be equal to the least of: (a) 133,900 shares of Common Stock (subject to adjustment for stock splits, dividends, recapitalizations
and the like); (b) one and
one-half
percent (1
1
/
2
%) of the total number of shares of
Common Stock outstanding on the last day of the immediately preceding fiscal year; or (c) such number of shares of Common Stock that may be determined each year by the Registrants board of directors.
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(5)
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Estimated solely for the purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of
the Securities Act. The proposed maximum aggregate offering price per share and the proposed maximum aggregate offering price with respect to these shares are calculated based on 85% of the average of the high and low prices of the Common Stock as
reported on the Nasdaq Global Market on May 13, 2019, a date within five business days prior to the filing of this Registration Statement. Pursuant to the 2014 ESPP, the purchase price of the shares of Common Stock reserved for issuance
thereunder will be 85% of the lower of the fair market value of the Common Stock on (a) the first trading day of the offering period, or (b) the exercise date.
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