CAREDX, INC Item 1.01. Entry into a Material Definitive Agreement.
On
Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company's instructions. Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an "at the market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the Nasdaq Global Market or on any other existing trading market for the Shares. Subject to the Company's prior written consent, the Agent may also sell Shares by any other method permitted by law, including but not limited to in privately negotiated transactions.
The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Sales Agreement. The Offering will terminate upon the earlier of (i) the sale of all of the Shares, or (ii) the termination of the Sales Agreement according to its terms by either the Company or the Agent. The Company and the Agent may each terminate the Sales Agreement at any time by giving advance written notice to the other party as required by the Sales Agreement.
Under the terms of the Sales Agreement, the Agent will be entitled to a commission at a fixed rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares under the Sales Agreement. The Company will also reimburse the Agent for certain expenses incurred in connection with the Sales Agreement, and agreed to provide indemnification and contribution to the Agent with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.
The Company currently intends to use any net proceeds from the Offering for capital expenditures, research and development expenditures, clinical trial expenditures, acquisitions of new technologies and investments and business combinations.
The foregoing description of the Sales Agreement does not purport to be complete
and is qualified in its entirety by reference to the copy of the Sales
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 Sales Agreement
were made only for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to the Sales Agreement, and may be subject
to limitations agreed upon by the contracting parties. Accordingly, the Sales
Agreement is incorporated herein by reference only to provide investors with
information regarding the terms of the Sales 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
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Number Description 1.1 Sales Agreement, dated as ofApril 14, 2022 , by and betweenCareDx, Inc. andJefferies LLC . 5.1 Opinion ofPaul Hastings LLP . 23.1 Consent ofPaul Hastings LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).
--------------------------------------------------------------------------------
© Edgar Online, source
