0001217234FALSE00012172342025-02-262025-02-26

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): February 26, 2025
CAREDX, INC.
(Exact Name of Registrant as Specified in its Charter)
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:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
☐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:
(Title of each class)(Trading Symbol)(Name of exchange on which registered)
Common Stock, $0.001 Par ValueCDNAThe 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 2.02 Results of Operations and Financial Condition.
On February 26, 2025, CareDx, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02, including the press release attached hereto as Exhibit 99.1, is intended to be furnished under Item 2.02 and Item 9.01 of Form 8-K and 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 7.01 Regulation FD Disclosure.
The Company is posting an updated corporate presentation (the “Corporate Presentation”) on its website. The Corporate Presentation is current as of February 26, 2025, and the Company disclaims any obligation to update this material in the future.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 
104Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).


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.
 
CAREDX, INC.
Date: February 26, 2025By: /s/ ABHISHEK JAIN
 Abhishek Jain
 Chief Financial Officer


Exhibit 99.1
logo.jpg

CareDx Announces Fourth Quarter and Full Year 2024 Financial Results
Full Year 2024 Revenue Grew 19% to $334 Million
Expects Full Year 2025 Revenue of $365 Million to $375 Million
BRISBANE, Calif. – February 26, 2025, CareDx, Inc. (Nasdaq: CDNA) today reported financial results for the fourth quarter and full year ended December 31, 2024.
Fourth Quarter Financial Highlights
•Revenue of $86.6 million, increased 32% year-over-year
•Testing services revenue of $63.8 million, increased 37% year-over-year, and testing services volume of approximately 45,500, increased 14% year-over-year
•GAAP net income of $87.7 million, non-GAAP net income of $10.7 million, and positive adjusted EBITDA of $9.8 million, a significant improvement from the fourth quarter 2023
•Cash flow from operations of $21.9 million
Fourth Quarter Business Highlights
•Sixth consecutive quarter of sequential testing services volume growth
•AlloSure® Kidney surveillance testing continued to increase in the fourth quarter
•Submitted first manuscript of the Kidney Outcomes Allograft Rejection (KOAR) study for publication
•Published study in the journal Transplant International shows AlloSeq cfDNA highly accurate in detecting organ transplant rejection
Full Year 2024 Financial Highlights
•Revenue of $333.8 million, driven by testing services revenue growth of 19% year-over-year
•Testing services revenue of $249.4 million, increased 19% year-over-year, and testing services volume of approximately 176,000, increased 6% year-over-year
•Patient and digital solutions revenue of $43.6 million and product revenue of $40.8 million, representing year-over-year growth of 18% and 22%, respectively
•GAAP net income of $52.5 million, non-GAAP net income of $30.9 million, and positive adjusted EBITDA of $27.8 million
•Cash flow from operations of $38 million
•Cash, cash equivalents, and marketable securities of $261 million, with no debt, as of December 31, 2024
•In February, the Board of Directors authorized a common stock repurchase program of up to $50 million of shares over a period of up to 24 months

“2024 was a transformative year for CareDx, positioning the company for long-term profitable growth,” said John W. Hanna, CareDx President and CEO. “We look forward to another year of strong performance in 2025, driven by our focus on testing services volume growth, expansion of payer coverage, and operational excellence as we scale our business.”




Q4 2024 Financial Results
Total revenue for the three months ended December 31, 2024, was $86.6 million, an increase of 32% compared to $65.6 for the fourth quarter of 2023. Testing Services revenue for the fourth quarter 2024 was $63.8 million, an increase of 37% compared to $46.7 million for the fourth quarter of 2023. Patient and Digital Solutions revenue for the fourth quarter of 2024 was $11.4 million, an increase of 18% compared to $9.6 million for the fourth quarter 2023. Product revenue for the fourth quarter of 2024 was $11.4 million, an increase of 23% compared to $9.2 million for the fourth quarter 2023.
For the fourth quarter of 2024 net income was $87.7 million compared to a net loss of $118.1 million in the fourth quarter of 2023. Diluted net income per share in the fourth quarter of 2024 was $1.51, compared to diluted net loss per share of $2.21 in the fourth quarter of 2023.
Non-GAAP net income was$10.7 million in the fourth quarter of 2024, compared to a non-GAAP net loss of $9.3 million in the fourth quarter of 2023. Diluted non-GAAP net income per share was $0.18 in the fourth quarter of 2024, compared to a diluted non-GAAP net loss per share of $0.17 in the fourth quarter of 2023.
Adjusted EBITDA income for the fourth quarter of 2024 was $9.8 million, compared to an adjusted EBITDA loss of $10.3 million for the fourth quarter of 2023.
Full Year 2024 Financial Results
Total revenue for the full year ended December 31, 2024, was $333.8 million, an increase of 19% compared to $280.3 million in 2023. Testing Services revenue for the full year 2024 was $249.4 million, an increase of 19% compared with $209.7 million in 2023. Patient and Digital Solutions revenue for the full year 2024 was $43.6 million, an increase of 18% compared to $37.1 million in 2023. Product revenue for the full year 2024 was $40.8 million, an increase of 22% compared to $33.5 million in 2023.
Net income for the full year 2024 was $52.5 million, including a $96.3 million reversal of a litigation accrual associated with damages related to the alleged infringement of patent '544 accrued in the prior year, offset by $66.4 million of stock-based compensation, compared to a net loss of $190.3 million in 2023, which included the aforementioned $96.3 million litigation accrual and $49.1 million of stock-based compensation. Diluted net income per share for the full year 2024 was $0.93, compared to diluted net loss per share of $3.54 in the full year 2023.
Non-GAAP net income was $30.9 million for the full year 2024, compared to a non-GAAP net loss of $34.5 million for the full year ended 2023. Diluted non-GAAP net income per share was $0.55 in the full year of 2024, compared to a diluted non-GAAP net loss per share of $0.64 in the full year of 2023.
Adjusted EBITDA for the full year of 2024 was a gain of $27.8 million, compared to an adjusted EBITDA loss of $38.0 million for the full year of 2023.
Cash and cash equivalents and marketable securities were $261 million as of December 31, 2024.
For additional information regarding non-GAAP financial measures discussed herein, please see “Use of Non-GAAP Financial Measures,” “Reconciliation of GAAP to Non-GAAP Financial Measures,” “GAAP and Non-GAAP Operating Expenses”, “Reconciliation of GAAP to Non-GAAP Gross Profit and Gross Margin,” and “Reconciliation of Non-GAAP to Adjusted EBITDA Financial Measures” below.
2025 Guidance
For the full year 2025, CareDx expects revenue to be in the range of $365 million to $375 million. CareDx expects full year 2025 adjusted EBITDA gain to be in the range of $29 million to $33 million.
About CareDx – The Transplant Company
CareDx, Inc., headquartered in Brisbane, California, is a leading precision medicine solutions company focused on the discovery, development, and commercialization of clinically differentiated, high-value healthcare solutions for transplant patients and caregivers. CareDx offers testing services, products, and digital healthcare solutions along the pre- and post-transplant patient journey, and is the leading provider of genomics-based information for transplant patients. For more information, please visit: www.CareDx.com.



Forward Looking Statements
This press release includes forward-looking statements, including expectations regarding the achievement of CareDx’s financial and operational goals and its expectations and prospects for 2025. These forward-looking statements are based upon information that is currently available to CareDx and its current expectations, speak only as of the date hereof, and are subject to numerous risks and uncertainties, all of which are difficult to predict and many of which are beyond CareDx’s control, that could cause the actual results to differ materially from those projected, including general economic and market factors, and global economic and marketplace uncertainties, among others 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, 2024 filed by CareDx with the SEC on or about February 27, 2025, and other reports that CareDx has filed with the SEC. Any of these 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.
Use of Non-GAAP Financial Measures
CareDx has presented in this release certain financial information in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and also on a non-GAAP basis, including non-GAAP cost of testing services, non-GAAP cost of product, non-GAAP cost of patient and digital solutions, non-GAAP research and development expenses, non-GAAP sales and marketing expenses, non-GAAP general and administrative expenses, non-GAAP other income, net, non-GAAP income tax expense, non-GAAP gross profit, non-GAAP gross margin (%), non-GAAP operating expenses, non-GAAP net income (loss), non-GAAP basic and diluted net income (loss) per share and adjusted EBITDA. A reconciliation of the forecasted range for Adjusted EBITDA for 2025 is not included in this release due to the number of variables in the projected range and because we are currently unable to quantify accurately certain amounts that would be required to be included in the U.S. GAAP measure or the individual adjustments for such reconciliation.
We define non-GAAP net income (loss) and per share results as the GAAP net income (loss) and per share results excluding the impacts of stock-based compensation; unrealized loss on investments; realized gain on investments;acquisition-related impairment charges and amortization of purchased intangible assets and related tax effects; costs involved with completing an acquisition;changes in estimated fair value of contingent consideration; litigation expense, restructuring charges and certain other charges. We define adjusted EBITDA as non-GAAP net income (loss) before net interest income, income tax expense, depreciation and other (income) expense, net.
We are presenting these non-GAAP financial measures to assist investors in assessing our operating results through the eyes of management and because we believe that these measures provide an additional tool for investors to use in comparing our core business operating results over multiple periods. Management believes this non-GAAP information is useful for investors, when considered in conjunction with CareDx’s GAAP financial statements, because management uses such information internally for its operating, budgeting and financial planning purposes. Non-GAAP information is not prepared under a comprehensive set of accounting rules and should only be used to supplement an understanding of CareDx’s operating results as reported under GAAP. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. These non-GAAP financial measures are not necessarily comparable to similarly-titled measures presented by other companies. A reconciliation between GAAP and non-GAAP financial information is provided immediately following the financial tables.





CareDx, Inc.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share data)
Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Revenue:
Testing services revenue$63,819 $46,703 $249,381 $209,685 
Product revenue11,367 9,244 40,783 33,517 
Patient and digital solutions11,393 9,622 43,621 37,122 
Total revenue86,579 65,569 333,785 280,324 
Operating expenses:
Cost of testing services14,224 13,805 55,611 57,642 
Cost of product5,580 5,637 23,381 18,379 
Cost of patient and digital solutions8,374 6,171 30,638 25,978 
Research and development16,530 18,276 72,405 81,866 
Sales and marketing21,084 19,999 81,718 83,334 
General and administrative30,993 26,541 123,784 117,868 
Restructuring costs1,715 1,472 1,783 2,320 
Litigation expense(96,300)96,300 (96,300)96,300 
Total operating expenses2,200 188,201 293,020 483,687 
Income (loss) from operations84,379 (122,632)40,765 (203,363)
Other income:
Interest income, net3,053 3,159 11,765 11,867 
    Change in estimated fair value of common stock warrant liability— — — 10 
Other income, net436 1,541 329 1,343 
Total other income
3,489 4,700 12,094 13,220 
Income (loss) before income taxes87,868 (117,932)52,859 (190,143)
Income tax expense(171)(165)(310)(141)
Net income (loss)$87,697 $(118,097)$52,549 $(190,284)
Net income (loss) per share:
Basic$1.62 $(2.21)$1.00 $(3.54)
Diluted$1.51 $(2.21)$0.93 $(3.54)
Weighted-average shares used to compute net income (loss) per share:
Basic54,283,644 53,388,830 52,773,247 53,764,705 
Diluted58,221,755 53,388,830 56,620,590 53,764,705 




CareDx, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands)
As of December 31,
20242023
Assets
Current assets:
Cash and cash equivalents$114,689 $82,197 
Marketable securities145,964 153,221 
Accounts receivable64,605 51,061 
Inventory19,503 19,471 
Prepaid and other current assets7,071 7,763 
Total current assets351,832 313,713 
Property and equipment, net33,552 35,246 
Operating leases right-of-use assets24,340 29,891 
Intangible assets, net38,184 45,701 
Goodwill40,336 40,336 
Restricted cash585 586 
Other assets2,221 1,353 
Total assets$491,050 $466,826 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$7,686 $12,872 
Accrued compensation38,333 19,703 
Accrued and other liabilities43,352 45,497 
Total current liabilities89,371 78,072 
Deferred tax liability164 136 
Contingent consideration174 2,461 
Operating lease liability, less current portion22,263 28,278 
Other liabilities645 96,551 
Total liabilities112,617 205,498 
Commitments and contingencies
Stockholders’ equity:
Common stock
51 49 
Additional paid-in capital1,013,193 946,511 
Accumulated other comprehensive loss(8,569)(6,963)
Accumulated deficit(626,242)(678,269)
Total stockholders’ equity378,433 261,328 
Total liabilities and stockholders’ equity$491,050 $466,826 




CareDx, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
(In thousands)

Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Cost of testing services reconciliation:
GAAP cost of testing services$14,224 $13,805 $55,611 $57,642 
Stock-based compensation expense(328)(387)(1,560)(1,854)
Acquisition related-amortization of purchased intangibles(329)(329)(1,316)(1,316)
Non-GAAP cost of testing services$13,567 $13,089 $52,735 $54,472 
Cost of product reconciliation:
GAAP cost of product$5,580 $5,750 $23,434 $18,492 
Stock-based compensation expense(94)(230)(870)(1,165)
Acquisition related-amortization of purchased intangibles(410)(413)(1,660)(1,655)
Restructuring costs— (113)(53)(113)
Non-GAAP cost of product$5,076 $4,994 $20,851 $15,559 
Cost of patient and digital solutions reconciliation:
GAAP cost of patient and digital solutions$8,392 $6,226 $30,656 $26,047 
Stock-based compensation expense(228)(311)(1,276)(1,377)
Acquisition related-amortization of purchased intangibles(171)(271)(850)(1,039)
Restructuring costs(18)(55)(18)(69)
Other income— — 5 — 
Non-GAAP cost of patient and digital solutions$7,975 $5,589 $28,517 $23,562 
Research and development expenses reconciliation:
GAAP research and development expenses$16,614 $18,617 $72,504 $82,452 
Stock-based compensation expense(1,338)(1,399)(6,501)(6,556)
Restructuring costs(84)(341)(99)(586)
Other charges— — (25)— 
Non-GAAP research and development expenses$15,192 $16,877 $65,879 $75,310 
Sales and marketing expenses reconciliation:
GAAP sales and marketing expenses$21,341 $20,254 $81,975 $84,137 
Stock-based compensation expense(2,278)(2,913)(11,035)(12,470)
Acquisition related-amortization of purchased intangibles(625)(641)(2,520)(2,457)
Restructuring costs(257)(255)(257)(803)
Other charges— — (8)— 
Non-GAAP sales and marketing expenses$18,181 $16,445 $68,155 $68,407 
General and administrative expenses reconciliation:
GAAP general and administrative expenses$(63,951)$123,549 $28,840 $214,917 
Stock-based compensation expense(12,245)(4,720)(45,164)(25,664)
Change in estimated fair value of contingent consideration(170)(946)(931)(2,677)
Acquisition related fees and expenses— (51)(40)(589)
Restructuring costs(1,356)(708)(1,356)(749)
Litigation expense96,300 (96,300)96,300 (96,300)
Other income (charges)— — 22 (64)
Non-GAAP general and administrative expenses$18,578 $20,824 $77,671 $88,874 
Total other income (expense) reconciliation:
GAAP other income$3,489 $4,700 $12,094 $13,220 
Unrealized loss on investments— — — 1,190 
Realized gain on investment— (1,468)— (1,468)
Investment impairment— — — 1,000 
Other income(500)— (500)(2,081)
Non-GAAP other income, net$2,989 $3,232 $11,594 $11,861 
Income tax expense reconciliation:
GAAP income tax expense$(171)$(165)$(310)$(141)
Tax effect related to amortization of purchased intangibles(98)(99)(400)(398)
Non-GAAP income tax expense$(269)$(264)$(710)$(539)




CareDx, Inc.
Reconciliation of GAAP to Non-GAAP Gross Profit and Gross Margin
(Unaudited)
(In thousands, except percentages)

Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Total revenue$86,579$65,569$333,785$280,324
GAAP cost of sales28,19625,781109,701102,181
GAAP gross profit58,38339,788224,084178,143
Stock-based compensation expense6509283,7064,396
Restructuring costs1816871182 
Other income——(5)—
Acquisition related-amortization of purchased intangibles9101,0133,8264,010
Non-GAAP gross profit$59,961$41,897$231,682$186,731
Non-GAAP gross margin %69 %64 %69 %67 %





















CareDx, Inc.
GAAP and Non-GAAP Operating Expenses
(Unaudited)
(In thousands)

Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
GAAP operating expenses:
Research and development$16,614 $18,617 $72,504 $82,452 
Sales and marketing21,341 20,254 81,975 84,137 
General and administrative(63,951)123,549 28,840 214,917 
Total GAAP operating expenses$(25,996)$162,420 $183,319 $381,506 
Non-GAAP operating expenses:
Research and development$15,192 $16,877 $65,879 $75,310 
Sales and marketing18,181 16,445 68,155 68,407 
General and administrative18,578 20,824 77,671 88,874 
Total Non-GAAP operating expenses$51,951 $54,146 $211,705 $232,591 








































CareDx, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
(In thousands, except share and per share data)

Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
GAAP net income (loss)$87,697 $(118,097)$52,549 $(190,284)
Stock-based compensation expense16,511 9,960 66,406 49,086 
Unrealized loss on investments— — — 1,190 
Realized gain on investments— (1,468)— (1,468)
Acquisition related-amortization of purchased intangibles1,535 1,654 6,346 6,467 
Acquisition related fees and expenses— 51 40 589 
Change in estimated fair value of contingent consideration170 946 931 2,677 
Tax effect related to amortization of purchased intangibles(98)(99)(400)(398)
Asset impairments and write-downs— — — 1,000 
Litigation expense(96,300)96,300 (96,300)96,300 
Restructuring costs1,715 1,472 1,783 2,320 
Other income(500)— (494)(2,017)
Non-GAAP net income (loss)$10,730 $(9,281)$30,861 $(34,538)
GAAP basic net income (loss) per share$1.62 $(2.21)$1.00 $(3.54)
GAAP diluted net income (loss) per share$1.51 $(2.21)$0.93 $(3.54)
Non-GAAP basic net income (loss) per share$0.20 $(0.17)$0.58 $(0.64)
Non-GAAP diluted net income (loss) per share$0.18 $(0.17)$0.55 $(0.64)
Shares used in computing non-GAAP basic net income (loss) per share54,283,644 53,388,830 52,773,247 53,764,705 
Shares used in computing non-GAAP diluted net income (loss) per share58,221,755 53,388,830 56,620,590 53,764,705 
























CareDx, Inc.
Reconciliation of Non-GAAP to Adjusted EBITDA Financial Measures
(Unaudited)
(In thousands)
Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Non-GAAP net income (loss)$10,730 $(9,281)$30,861 $(34,538)
Interest income(3,053)(3,159)(11,765)(11,867)
Income tax expense269 264 710 539 
Depreciation expense1,824 1,978 7,848 7,882 
Other expense (income)64 (72)171 7 
Adjusted EBITDA$9,834 $(10,270)$27,825 $(37,977)












CareDx, Inc.
Media Relations
Anna Czene
818-731-2203
aczene@caredx.com

Investor Relations
Caroline Corner
investor@CareDx.com
























v3.25.0.1
Cover Page
Feb. 26, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 26, 2025
Entity Registrant Name CAREDX, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36536
Entity Tax Identification Number 94-3316839
Entity Address, Address Line One 8000 Marina Boulevard
Entity Address, City or Town Brisbane
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94005
City Area Code 415
Local Phone Number 287-2300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 Par Value
Trading Symbol CDNA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001217234
Amendment Flag false
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