CDNA Caredx, Inc. - 8-K

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 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.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Transaction, including
the expected timing of completion, anticipated benefits, and other statements that are not historical facts. Forward-looking statements
can be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “should,” “will” and similar
expressions. These forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including, among
others, the failure to satisfy the closing conditions to the Transaction, the failure to obtain required regulatory approvals or third-party
consents, the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement,
delays in completing the Transaction, the risk that the Transaction may not be completed on the anticipated timeline or at all, and other
risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements
in this Current Report on Form 8-K speak only as of the date hereof, and the Company disclaims any obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

2.1+*

Purchase Agreement, dated April 15, 2026 by and between CareDx, Inc. and Eurobio Scientific S.A..

99.1

Press Release issued by CareDx, Inc., dated April 15, 2026 (furnished).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

+

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.