Item 1.01. Entry into a Material Definitive Agreement.
On
The Offering is being made pursuant to the Company's registration statement on
Form S-3ASR (File No. 333-239049), filed with the
Net proceeds from the Offering are expected to be approximately
The Underwriting Agreement contains customary representations, warranties and
covenants made by the Company. It also provides for customary indemnification by
each of the Company and the Underwriters, severally and not jointly, for losses
or damages arising out of or in connection with the Offering, including for
liabilities under the Securities Act of 1933, as amended, other obligations of
the parties and termination provisions. In addition, pursuant to the terms of
the Underwriting Agreement, each of the Company's directors and executive
officers have entered into "lock-up" agreements with the Underwriters that
generally prohibit, without the prior written consent of the Representatives,
the sale, transfer or other disposition of securities of the Company prior to
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the copy of the
Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on
Form 8-K. A copy of the opinion of
The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to the Underwriting Agreement,
and may be subject to limitations agreed upon by the contracting parties.
Accordingly, the Underwriting Agreement is incorporated herein by reference only
to provide investors with information regarding the terms of the Underwriting
Agreement, and not to provide investors with any other factual information
regarding the Company or its business, and should be read in conjunction with
the disclosures in the Company's periodic reports and other filings with the
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve
risks and uncertainties, such as statements related to the anticipated closing
of the Offering and the amount of proceeds expected from the Offering. The risks
and uncertainties involved include the Company's ability to satisfy certain
conditions to closing on a timely basis or at all, market conditions, and other
risks detailed from time to time in the Company's periodic reports and other
filings with the
Item 8.01. Other Events.
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Number Description 1.1 Underwriting Agreement, dated as ofJanuary 20, 2021 , by and amongCareDx, Inc. andGoldman Sachs & Co. LLC andJefferies LLC as the representatives of the underwriters named therein. 5.1 Opinion ofPaul Hastings LLP . 23.1 Consent ofPaul Hastings LLP (included in Exhibit 5.1). 99.1 Press Release, datedJanuary 20, 2021 . 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).
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