Entry into a Material Definitive Agreement · Results of Operations and Financial Condition · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. On April 15, 2026, CareDx, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with Eurobio Scientific S.A.…
CareDx is a precision medicine company dedicated to improving outcomes for transplant patients and advancing organ health. The Company’s integrated solutions include non invasive molecular testing for heart, kidney, and lung transplants; laboratory products; digital health technologies; and patient solutions that support care before and after transplant. CareDx is the leading provider of genomics based information for transplant patients. For more information, please visit www.caredx.com.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On April 15, 2026, CareDx, Inc. (the “Company”)
entered into a Purchase Agreement (the “Purchase Agreement”) with Eurobio Scientific S.A. (“Eurobio”), pursuant
to which, and subject to the terms and conditions set forth therein, the Company agreed to sell to Eurobio the shares of CareDx AB, a
wholly-owned Swedish subsidiary of the Company, and certain assets relating to the Company’s kitted laboratory products business
and related software (the “Business”) for $170 million in cash, subject to certain customary adjustments specified in the
Purchase Agreement, including for working capital, cash and indebtedness (the “Transaction”).
Each party’s obligation to consummate the Transaction is subject
to customary closing conditions, including, among other things, (i) subject to certain exceptions, the accuracy of the representations
and warranties of the other party, (ii) performance in all material respects by the other party of its covenants, (iii) the
receipt of a required regulatory approval and (iv) with respect to Eurobio’s obligation, the absence of a material adverse
effect on the Business that is continuing.
The Purchase Agreement contains representations, warranties and covenants
that are customary for a transaction of this nature.
The Purchase Agreement also includes customary termination rights,
including (i) by mutual written consent of Eurobio and the Company, (ii) by either party if a governmental entity permanently
prohibits or makes illegal the consummation of the Transaction, and by Eurobio if a governmental entity imposes certain remedies in connection
with the Transaction that are not required under the Purchase Agreement, (iii) by either party if the Transaction has not been consummated
by October 15, 2026, (iv) by either party, if the other party is in an uncured material breach of its respective
representations and warranties or covenants under the Purchase Agreement such that a closing condition would not be satisfied and (v) by
Eurobio, if there is an uncured material adverse effect on the Business. Pursuant to the Purchase Agreement, the Company and Eurobio will
enter into a transition services agreement at the closing of the Transaction.
The Company is granted the exclusive right to distribute NGS- and PCR-based
post-transplant assays for solid organ or stem cell transplants in the US, Canada and Mexico manufactured by Eurobio, including AlloSeqcfDNA,
AlloSeqHCT, NGStrack, KMRtrack or any other chimerism or cfDNA monitoring product. Eurobio may, however, continue to serve Eurobio’s
existing customers as of the closing of the Transaction with Eurobio’s current existing products. Eurobio retains the exclusive
right in the US, Canada and Mexico to sell the current Company chimerism assay solely to the Company’s existing customers for three
years after the closing of the Transaction, but may not otherwise sell the current Company chimerism assay in North America
The foregoing description of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The Purchase Agreement is filed to provide investors with information
regarding its terms. It is not intended to provide any other factual information about the Company, Eurobio or the Business. The representations,
warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties thereto, as of specified
dates, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties instead of establishing these matters as facts. Accordingly, investors should
not rely on the representations, warranties and covenants, or any description thereof, as characterizations of the actual state of facts
or condition of the Company, Eurobio or the Business.
Item 2.02Item 2.02 - Results of Operations
Item 2.02. Results of Operations and Financial Condition.
On April 15, 2026, the Company issued a press release (the “Press
Release”), as described further under Item 7.01 below, which included information with respect to the Company’s preliminary
unaudited financial results for the quarter ended March 31, 2026 and certain additional preliminary metrics. A copy of the Press
Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On April 15, 2026, the Company issued the Press Release announcing
the entry into the Purchase Agreement and the Transaction described in Item 1.01 above. A copy of the Press Release is furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in Item 2.02, this Item 7.01 and in the attached
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Filed exhibits (1)
EX-99.1 (by filename) tm2611749d1_ex99-1.htm
EX-99.1
3
tm2611749d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Apr 15, 2026 4:30 PM Eastern Daylight Time
CareDx Announces Agreement to Divest Lab Products Business to EuroBio
Scientific for $170 Million and Announces First Quarter Preliminary Financial Results
Transaction Expected to Sharpen CareDx’s Focus on Core Precision
Medicine Testing Services and Patient and Digital Solutions, Improve Financial Flexibility, Simplify Operating Model, and Support AEBITDA
Margin Expansion
Expects First Quarter Testing Services Revenue Growth of Approximately
48% Year Over Year, Testing Volume Growth of Approximately 17% Year-Over-Year
BRISBANE,
Calif. - (BUSINESS WIRE) - CareDx, Inc. (Nasdaq: CDNA) - The Transplant Company™, a leading precision medicine
company focused on the discovery, development, and commercialization of clinically differentiated, high-value healthcare solutions
for transplant patients and caregivers, today announced that it has entered into a definitive agreement to divest its Lab Products business
to EuroBio Scientific for cash consideration of $170 million. The transaction has been approved by the boards of directors of both companies.
CareDx also announced today pr…