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Item 2.01 Completion of Acquisition or Disposition of Assets.
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On July 7, 2026, CareDx, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) with the Securities and Exchange Commission (the “SEC”) reporting the completion of its acquisition of Naveris, Inc., a Delaware corporation (“Naveris”). In order to comply with the rules and regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended, the Company hereby amends Item 9.01 of the Original 8-K for the purpose of filing the historical financial statements of Naveris and the related pro forma financial information in accordance with Article 11 of Regulation S-X, which were not previously filed with the Original 8-K. This amendment should be read in conjunction with the Original 8-K. Except as set forth herein, no modifications have been made to the information contained in the Original 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
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The audited financial statements of Naveris as of December 31, 2025 and for the year ended December 31, 2025, together with the notes thereto and the independent auditors’ report thereon, are filed as Exhibit 99.1 to this Form 8-K/A and incorporated by reference herein.
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The unaudited financial statements of Naveris as of and for the three months ended March 31, 2026 are filed as Exhibit 99.2 to this Form 8-K/A and incorporated by reference herein.
(b) Pro Forma Financial Information.
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The unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2026 and unaudited pro forma condensed combined statements of income of the Company for the year ended December 31, 2025 and the three months ended March 31, 2026 are filed as Exhibit 99.3 to this Form 8-K/A and incorporated by reference herein.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information gives effect to the acquisition of Naveris, Inc. (“Naveris”) by CareDx, Inc. (the “Company” or “CareDx”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated April 28, 2026, by and among Naveris, CareDx, Nautilus Merger Sub, Inc. (“Merger Sub”) and Shareholder Representative Services LLC, solely in its capacity as “Securityholder Representative”. Under the terms of the Merger Agreement, Merger Sub, a wholly owned subsidiary of CareDx, merged with and into Naveris, with Naveris continuing as the surviving corporation and becoming a wholly owned subsidiary of CareDx (the “Acquisition”). Naveris’ 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.
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The Acquisition closed on July 1, 2026 (the “Closing”). The Acquisition has been accounted for as a business combination under the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic No. 805, Business Combinations, (“ASC 805”) using the acquisition method of accounting, with CareDx treated as the accounting acquirer and Naveris treated as the accounting acquiree. Accordingly, the assets acquired and liabilities assumed of Naveris are recognized based on their estimated acquisition-date fair values, with the excess of consideration transferred over the estimated fair value of net assets acquired recognized as goodwill.
The unaudited pro forma condensed combined financial information gives effect to the Acquisition and has been prepared in accordance with Article 11 of Regulation S-X, as amended by SEC Final Rule Release No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses, and should be read in conjunction with the accompanying notes.
The unaudited pro forma condensed combined financial information gives effect to the accounting for the Acquisition, including the pro forma adjustments intended to illustrate the estimated effects of the Acquisition (the “Transaction Adjustments”), and accounting adjustments for the liquidation of the Company’s marketable securities, intended to be used to fund the Acquisition (the “Financing”). Accordingly, the effects of the Financing are presented in a separate column captioned “Financing Adjustments” in the unaudited pro forma condensed combined balance sheet and in each of the unaudited pro forma condensed combined statements of operations, and are described in a separate note.
CareDx and Naveris have not had any historical material relationship prior to the Acquisition. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The pro forma adjustments represent management’s estimates based on information available as of the date of this Current Report on Form 8-K/A and are subject to change as additional information becomes available and additional analyses are performed.
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2. Description of the Acquisition On April 28, 2026, CareDx entered into the Merger Agreement with Naveris, Merger Sub, a wholly owned subsidiary of CareDx, and the Securityholder Representative. Pursuant to the Merger Agreement, Merger Sub merged with and into Naveris, with Naveris continuing as the surviving corporation and becoming a wholly owned subsidiary of CareDx. The Acquisition closed on July 1, 2026.
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The merger consideration under the Merger Agreement is based on base consideration of $160.0 million, subject to certain adjustments related to cash, indebtedness, transaction expenses, and net working capital. At the Closing, CareDx withheld $5.0 million and placed that amount into an escrow account to secure the post-Closing purchase price adjustments and $0.5 million was further reserved for expenses incurred by the Securityholder Representative on behalf of Naveris’ securityholders.
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In addition to the upfront consideration, the Merger Agreement provides for contingent consideration of up to $100.0 million in the aggregate based upon the achievement of specified revenue-based milestones in respect of the years ending December 31, 2026 and December 31, 2027.
Under the Merger Agreement, each outstanding share of Naveris common stock and preferred stock was converted into the right to receive cash consideration based on the allocation mechanics set forth in the Merger Agreement. There were no cancelled shares or dissenting shares in connection with the Acquisition. Each vested stock option outstanding immediately prior to the Closing, other than certain specified excluded stock options, was cancelled and converted into the right to receive a cash payment equal to the excess of the per share merger consideration over the applicable exercise price, multiplied by the number of shares subject to the vested stock option, together with any post-Closing adjustments and contingent consideration allocated to such vested stock option, in each case less applicable withholding taxes. Each unvested stock option outstanding immediately prior to the Closing, other than certain specified excluded stock options, was cancelled and converted into the opportunity to receive a cash payment equal to the excess of the per share merger consideration over the applicable exercise price, multiplied by the number of shares subject to the unvested option, together with any post-Closing adjustments and contingent consideration allocated to such unvested stock option, less applicable withholding taxes. Amounts allocated to unvested stock options become payable on the dates the underlying unvested stock options would have vested under the vesting conditions and schedule in place immediately prior to or at the Closing. Any portion that does not vest following a termination of employment of the unvested stock option holder is reallocated to the remaining securityholders in accordance with the refunded unvested stock option amount mechanics set forth in the Merger Agreement. Certain specified excluded options were cancelled without any present or future right to receive merger consideration. Amounts attributable to post-combination service are accounted for separately from consideration transferred and recognized as compensation cost in the post-combination period.
The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies, operating efficiencies, cost savings, revenue enhancements or integration costs that may result from the Acquisition.
