0001217234FALSE00012172342026-06-302026-06-30
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): June 30, 2026
CAREDX, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware | | 001-36536 | | 94-3316839 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
8000 Marina 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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
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(Title of each class) | | (Trading Symbol) | | (Name of exchange on which registered) |
Common Stock, $0.001 Par Value | | CDNA | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
Eurobio Transaction
On June 30, 2026, CareDx, Inc. (the “Company”) completed the previously announced sale of 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 to Eurobio Scientific S.A. (“Eurobio”), pursuant to and subject to the terms and conditions of the Purchase Agreement (the “Purchase Agreement”), by and between the Company and Eurobio (the “Eurobio Transaction”). The aggregate purchase price received by the Company was $171.7 million in cash, subject to certain customary adjustments specified in the Purchase Agreement for working capital, cash and indebtedness.
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 the Current Report on Form 8-K filed by the Company on April 16, 2026, and is incorporated herein by reference.
Naveris Transaction
On July 1, 2026, the Company and Nautilus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), completed the previously announced acquisition of Naveris, Inc., a Delaware corporation (“Naveris”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Naveris, Inc., Nautilus, Merger Sub, and Shareholder Representative Services LLC, solely in its capacity as the representative of the securityholders of Naveris. Pursuant to, and subject to the terms and conditions set forth in, the Merger Agreement, Merger Sub merged with and into Naveris, with Naveris continuing as the surviving corporation and a wholly owned subsidiary of the Company (the “Naveris Transaction”). The aggregate purchase price paid by the Company consisted of $161.8 million in cash, subject to certain customary adjustments specified in the Merger Agreement for Naveris’ cash, indebtedness, transaction expenses and net working capital. Additionally, under the terms and subject to the conditions set forth in the Merger Agreement, Naveris’ equityholders will be eligible to receive up to $100.0 million in additional cash consideration contingent upon the achievement of specified revenue-based milestones in respect of fiscal years ending December 31, 2026 and December 31, 2027.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.2 to the Current Report on Form 8-K filed by the Company on April 28, 2026, and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 30, 2026, the Company issued a press release (the “Eurobio Press Release”) announcing the closing of the Eurobio Transaction. A copy of the Eurobio Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On July 1, 2026, the Company issued a press release (the “Naveris Press Release”) announcing the closing of the Naveris Transaction. A copy of the Naveris Press Release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in this Item 7.01 and in the attached Exhibits 99.1 and 99.2 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.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements of Naveris required to be filed under Item 9.01(a) of this Current Report on Form 8-K in connection with the Naveris Transaction will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed under Item 9.01(b) of this Current Report on Form 8-K in connection with the Naveris Transaction will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
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Exhibit No. | | Description |
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2.1+* | | Purchase Agreement, dated April 15, 2026 by and between CareDx, Inc. and Eurobio Scientific S.A. (filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K as filed on April 16, 2026). |
2.2+* | | Agreement and Plan of Merger, dated April 28, 2026 by and among CareDx, Inc., Nautilus Merger Sub, Inc., Naveris, Inc. and Shareholder Representative Services LLC, solely in its capacity as the representative of the securityholders of Naveris, Inc. (filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K as filed on April 28, 2026). |
99.1 | | Press Release issued by CareDx, Inc., dated June 30, 2026 (Eurobio). |
99.2 | | Press Release issued by CareDx, Inc., dated July 1, 2026 (Naveris). |
104 | | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
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+ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material and (ii) are the type of information the Registrant customarily and actually treats as private or confidential.
* Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.
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.
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| | | CAREDX, INC. |
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Date: July 7, 2026 | By: | | /s/ JOHN HANNA |
| | | John W. Hanna |
| | | President, Chief Executive Officer and Director |
CareDx Announces Completion of Sale of Lab Products Business to Eurobio Scientific
Sharpens focus on U.S. precision medicine Testing Services and Patient & Digital Solutions
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 the closing of the previously announced sale of its Lab Products business to Eurobio Scientific. The transaction closed on June 30, 2026 following receipt of required Swedish regulatory clearance.
Under the terms of the agreement, CareDx received $171.2 million in cash consideration at closing, subject to customary post-closing adjustments. The transaction includes CareDx’s Lab Products business of IVD (in vitro diagnostic) PCR kits for rapid deceased donor HLA (human leukocyte antigen) typing, IVD NGS-based (next-generation sequencing) kits for transplant recipient HLA typing globally, and IVD NGS-based monitoring assays for solid organ and stem cell transplant recipients outside of North America.
“This transaction sharpens CareDx’s focus on our core U.S. Precision Medicine Testing Services and Patient and Digital Solutions, where our integrated model continues to deliver strong growth,” said John Hanna, President and Chief Executive Officer of CareDx. “It also simplifies our operating model and supports our disciplined approach to capital allocation, including investments that expand our capabilities in high-growth areas such as specialty oncology.”
The Company anticipates providing additional details regarding the financial impact of the transaction, including pro forma results, during its second quarter 2026 earnings call.
CareDx is represented by Rothschild & Co. and Fenwick & West LLP. Eurobio Scientific is represented by TD Cowen and Kahn Partners in this transaction.
About CareDx
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.
About EuroBio Scientific
EuroBio Scientific is a specialty in vitro diagnostics company focused on transplantation, immunology, and infectious diseases, with a broad portfolio of proprietary products and a global distribution network. For further information, visit: www.eurobio-scientific.com
Forward Looking Statements
This press release includes forward-looking statements related to CareDx including statements regarding the expected completion and timing of the divestiture, the anticipated impact of the transaction on CareDx’s business, financial profile, and operating results, the expected use of proceeds, the achievement of CareDx’s financial and operational goals and its expectations and prospects for 2026, and other statements that are not historical facts. These forward‑looking statements are based on information currently available to CareDx and its current expectations, and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, the failure to obtain required regulatory approvals or satisfy closing conditions, delays in completing the transaction, general economic and market factors, and other risks discussed in CareDx’s filings with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed by CareDx with the SEC on February 25, 2026, and other reports that CareDx has filed with the SEC. Any of these risks may cause CareDx’s actual results, performance, or achievements to differ materially and adversely from those anticipated or implied by CareDx’s forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements. CareDx expressly disclaims any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
CareDx, Inc.
Media
Natasha Moshirian Wagner
nwagner@CareDx.com
Investor Relations
Caroline Corner
investor@CareDx.com
CareDx Completes Acquisition of Naveris, Extending Leadership into High-Growth Specialty Oncology
NavDx® is the only Medicare-covered MRD test for HPV-positive Head & Neck and Anal Cancers
Expands CareDx’s estimated addressable market to more than $12 billion across transplant, specialty oncology, and cell therapy
CareDx, Inc. (Nasdaq: CDNA), a leading precision medicine diagnostics company in transplant, specialty oncology, and cell therapy today announced the successful completion of its previously announced acquisition of Naveris, following the satisfaction of all closing conditions. The transaction terms were disclosed at the time of announcement in April 2026.
Naveris’s lead product, NavDx, is a blood-based test that detects and monitors viral-mediated cancers — including human papillomavirus (HPV)-associated head and neck and anal cancers — from diagnosis through post-treatment molecular residual disease (MRD) surveillance. NavDx is the first and only Medicare-covered assay for HPV-driven head and neck and anal cancer MRD.
Over 130,000 NavDx tests have been commercially reported to date. The test first obtained Medicare coverage in 2023 and has an ADLT Medicare reimbursement rate of $1,800. In 2025, Naveris generated approximately $35 million in revenue, more than doubling year-over-year. CareDx now offers a portfolio of precision diagnostic testing services across solid organ transplant, cell therapy-based hematologic malignancies, and viral-mediated cancers, addressing a U.S. market that is now estimated to exceed $12 billion.
"CareDx wins by commercializing category-leading, repeat molecular biomarker testing for patients with a high burden of disease — that's our growth model," said John Hanna, President and Chief Executive Officer of CareDx. "NavDx fits that model precisely. We believe we have the platform and the focus to scale it, and we expect it to be a meaningful contributor to CareDx’s growth from day one."
Beginning in the third quarter of 2026, Naveris will be included in CareDx’s consolidated financial results.
About CareDx
CareDx is a leading precision medicine diagnostics company advancing care in transplant, specialty oncology, and cell therapy. Through non-invasive longitudinal molecular biomarker testing, digital health, and patient support solutions, CareDx is dedicated to improving patient outcomes. For more information, please visit www.caredx.com.
Forward Looking Statements
This press release includes forward-looking statements related to CareDx including statements regarding the expected completion and timing of the acquisition, the anticipated impact of the transaction on CareDx’s business, financial profile, and operating results, the benefits of the Naveris product, reimbursement coverage for the Naveris product, the achievement of CareDx’s financial and operational goals and its expectations and prospects for 2026, the ability of CareDx to advance Naveris’ platform technologies on a timely basis, if at all, the ability to satisfy all closing conditions and complete the transaction, difficulties or unanticipated expenses in connection with integrating the companies, and other
statements that are not historical facts. These forward-looking statements are based on information currently available to CareDx and its current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, the failure to obtain required regulatory approvals or satisfy closing conditions, delays in completing the transaction, general economic and market factors, and other risks discussed in CareDx’s filings with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed by CareDx with the SEC on February 25, 2026, and other reports that CareDx has filed with the SEC. Any of these risks may cause CareDx’s actual results, performance, or achievements to differ materially and adversely from those anticipated or implied by CareDx’s forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements. CareDx expressly disclaims any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
CareDx, Inc.
Media
Natasha Moshirian Wagner
nwagner@CareDx.com
Investor Relations
Caroline Corner
investor@CareDx.com
