CareDx Inc
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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FY2024 · Filed Feb 28, 2025
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Item 9B. Other Information
Immaterial Correction of Interim Condensed Consolidated Financial Statements
During the fiscal quarter ended December 31, 2023, the Company entered into consulting agreements with two former executives. Pursuant to their consulting agreements, the two former executives were granted additional equity awards and the previously granted unvested awards were modified to vest in full upon the contractual end of their consulting agreements in the fiscal quarter ended December 31, 2024. The accounting for the vesting of the unvested shares and consulting agreement shares was not appropriately recorded over the service period reflected in the consulting agreements under ASC 718, Compensation – Stock Compensation.
Management evaluated the above misstatements and concluded they were not material to the Company's financial statements, individually or in the aggregate; however, the Company plans to correct its condensed consolidated financial statements for the interim periods of 2024 as presented below.
The following tables present a summary of the effects of the correction of the Company’s previously issued condensed consolidated financial statements to be presented as comparative financial information in the Form 10-Q for nine months ending September 30, 2025:
| Condensed Consolidated Statements of Operations (unaudited) | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | |||||
| (in thousands) | As Previously Reported | Adjustments | As Corrected | As Previously Reported | Adjustments | As Corrected |
| General and administrative | $28,515 | $3,229 | $31,744 | $83,104 | $9,687 | $92,791 |
| Total operating expenses | 93,375 | 3,229 | 96,604 | 281,133 | 9,687 | 290,820 |
| Loss from operations | (10,492) | (3,229) | (13,721) | (33,927) | (9,687) | (43,614) |
| Loss before income taxes | (7,208) | (3,229) | (10,437) | (25,322) | (9,687) | (35,009) |
| Net loss | $(7,408) | $(3,229) | $(10,637) | $(25,461) | $(9,687) | $(35,148) |
| Net loss per share | ||||||
| Basic | $(0.14) | $(0.06) | $(0.20) | $(0.49) | $(0.18) | $(0.67) |
| Diluted | $(0.14) | $(0.06) | $(0.20) | $(0.49) | $(0.18) | $(0.67) |
| Condensed Consolidated Statements of Comprehensive Loss (unaudited) | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | |||||
| (in thousands) | As Previously Reported | Adjustments | As Corrected | As Previously Reported | Adjustments | As Corrected |
| Net loss | $(7,408) | $(3,229) | $(10,637) | $(25,461) | $(9,687) | $(35,148) |
| Comprehensive loss | (6,623) | (3,229) | (9,852) | (25,677) | (9,687) | (35,364) |
| Condensed Consolidated Statement of Stockholders' Equity (unaudited) | |||
|---|---|---|---|
| Nine Months Ended September 30, 2024 | |||
| (in thousands) | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity |
| As Previously Reported | |||
| Balance at December 31, 2023 | $946,511 | $(678,269) | $261,328 |
| Employee stock-based compensation expense | 40,090 | — | 40,090 |
| Net loss | — | (25,461) | (25,461) |
| Balance at September 30, 2024 | 984,627 | (704,252) | 273,246 |
| Adjustments | |||
| Employee stock-based compensation expense | 9,687 | — | 9,687 |
| Net loss | — | (9,687) | (9,687) |
| As Corrected | |||
| Balance at December 31, 2023 | 946,511 | (678,269) | 261,328 |
| Employee stock-based compensation expense | 49,777 | — | 49,777 |
| Net loss | — | (35,148) | (35,148) |
| Balance at September 30, 2024 | $994,314 | $(713,939) | $273,246 |
| Condensed Consolidated Statement of Cash Flows (unaudited) | |||
|---|---|---|---|
| Nine Months Ended September 30, 2024 | |||
| (in thousands) | As Previously Reported | Adjustments | As Corrected |
| Net loss | $(25,461) | $(9,687) | $(35,148) |
| Stock-based compensation | $40,208 | $9,687 | $49,895 |
The following tables present a summary of the effects of the correction of the Company’s previously issued condensed consolidated financial statements to be presented as comparative financial information in the Form 10-Q for six months ending June 30, 2025:
| Condensed Consolidated Statements of Operations (unaudited) | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | |||||
| (in thousands) | As Previously Reported | Adjustments | As Corrected | As Previously Reported | Adjustments | As Corrected |
| General and administrative | $27,678 | $3,229 | $30,907 | $54,589 | $6,458 | $61,047 |
| Total operating expenses | 96,372 | 3,229 | 99,601 | 187,758 | 6,458 | 194,216 |
| Loss from operations | (4,098) | (3,229) | (7,327) | (23,435) | (6,458) | (29,893) |
| Loss before income taxes | (1,372) | (3,229) | (4,601) | (18,114) | (6,458) | (24,572) |
| Net loss | $(1,394) | $(3,229) | $(4,623) | $(18,053) | $(6,458) | $(24,511) |
| Net loss per share | ||||||
| Basic | $(0.03) | $(0.06) | $(0.09) | $(0.35) | $(0.12) | $(0.47) |
| Diluted | $(0.03) | $(0.06) | $(0.09) | $(0.35) | $(0.12) | $(0.47) |
| Condensed Consolidated Statements of Comprehensive Loss (unaudited) | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | |||||
| (in thousands) | As Previously Reported | Adjustments | As Corrected | As Previously Reported | Adjustments | As Corrected |
| Net loss | $(1,394) | $(3,229) | $(4,623) | $(18,053) | $(6,458) | $(24,511) |
| Comprehensive loss | (1,250) | (3,229) | (4,479) | (19,054) | (6,458) | (25,512) |
| Condensed Consolidated Statement of Stockholders' Equity (unaudited) | |||
|---|---|---|---|
| Six Months Ended June 30, 2024 | |||
| (in thousands) | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity |
| As Previously Reported | |||
| Balance at December 31, 2023 | $946,511 | $(678,269) | $261,328 |
| Employee stock-based compensation expense | 26,417 | — | 26,417 |
| Net loss | — | (18,053) | (18,053) |
| Balance at June 30, 2024 | 969,427 | (696,844) | 264,669 |
| Adjustments | |||
| Employee stock-based compensation expense | 6,458 | — | 6,458 |
| Net loss | — | (6,458) | (6,458) |
| As Corrected | |||
| Balance at December 31, 2023 | 946,511 | (678,269) | 261,328 |
| Employee stock-based compensation expense | 32,875 | — | 32,875 |
| Net loss | — | (24,511) | (24,511) |
| Balance at June 30, 2024 | $975,885 | $(703,302) | $264,669 |
| Condensed Consolidated Statement of Cash Flows (unaudited) | |||
|---|---|---|---|
| Six Months Ended June 30, 2024 | |||
| (in thousands) | As Previously Reported | Adjustments | As Corrected |
| Net loss | $(18,053) | $(6,458) | $(24,511) |
| Stock-based compensation | $26,514 | 6,458 | 32,972 |
The following tables present a summary of the effects of the correction of the Company’s previously issued condensed consolidated financial statements to be presented as comparative financial information in the Form 10-Q for three months ending March 31, 2025:
| Condensed Consolidated Statement of Operations (unaudited) | |||
|---|---|---|---|
| Three Months Ended March 31, 2024 | |||
| (in thousands) | As Previously Reported | Adjustments | As Corrected |
| General and administrative | $26,911 | $3,229 | $30,140 |
| Total operating expenses | 91,386 | 3,229 | 94,615 |
| Loss from operations | (19,337) | (3,229) | (22,566) |
| Loss before income taxes | (16,742) | (3,229) | (19,971) |
| Net loss | $(16,659) | $(3,229) | $(19,888) |
| Net loss per share | |||
| Basic | $(0.32) | $(0.06) | $(0.38) |
| Diluted | $(0.32) | $(0.06) | $(0.38) |
| Condensed Consolidated Statement of Comprehensive Loss (unaudited) | |||
|---|---|---|---|
| Three Months Ended March 31, 2024 | |||
| (in thousands) | As Previously Reported | Adjustments | As Corrected |
| Net loss | $(16,659) | $(3,229) | $(19,888) |
| Comprehensive loss | $(17,804) | (3,229) | (21,033) |
| Condensed Consolidated Statement of Stockholders' Equity (unaudited) | |||
|---|---|---|---|
| March 31, 2024 | |||
| (in thousands) | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity |
| As Previously Reported | |||
| Balance at December 31, 2023 | $946,511 | $(678,269) | $261,328 |
| Employee stock-based compensation expense | 13,295 | — | 13,295 |
| Net loss | — | (16,659) | (16,659) |
| Balance at March 31, 2024 | 959,734 | (695,450) | 256,225 |
| Adjustments | |||
| Employee stock-based compensation expense | 3,229 | — | 3,229 |
| Net loss | — | (3,229) | (3,229) |
| As Corrected | |||
| Balance at December 31, 2023 | 946,511 | (678,269) | 261,328 |
| Employee stock-based compensation expense | 16,524 | — | 16,524 |
| Net loss | — | (19,888) | (19,888) |
| Balance at March 31, 2024 | $962,963 | $(698,679) | $256,225 |
| Condensed Consolidated Statement of Cash Flows (unaudited) | |||
|---|---|---|---|
| Three Months Ended March 31, 2024 | |||
| (in thousands) | As Previously Reported | Adjustments | As Corrected |
| Net loss | $(16,659) | $(3,229) | $(19,888) |
| Stock-based compensation | $13,344 | $3,229 | $16,573 |
Trading Arrangements
During the three months ended December 31, 2024, except as set forth below, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.
On December 13, 2024, John W. Hanna, our Chief Executive Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Hanna’s plan is for the sale of up to 297,755 shares of common stock in amounts and prices determined in accordance with a formula set forth in the plan and terminates on the earlier of the date that all the shares under the plan are sold and March 27, 2026, subject to early termination for certain specified events set forth in the plan.
On December 12, 2024, Hannah Valantine, ourboard member, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Dr. Valantine’s plan is for the sale of up to 44,756 shares of common stock in amounts and prices determined in accordance with a formula set forth in the plan and terminates on the earlier of the date that all the shares under the plan are sold and December 31, 2025, subject to early termination for certain specified events set forth in the plan.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.