Page 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware ( State or Other Jurisdiction of Incorporation or Organization ) For the transition period from Large accelerated filer Non - accelerated filer to Commission File Number 001-36536 CAREDX , INC . ( Exact Name of Registrant as Specified in its Charter ) 1 Tower Place South San Francisco , California 94080 ( Address of Principal Executive Offices , Including Zip Code ) Title of Each Class Common Stock , par value $ 0.001 per share ( 415 ) 287-2300 ( Registrant's Telephone Number , Including Area Code ) Securities Registered Pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) CDNA 94-3316839 ( I.R.S. Employer Identification Number ) Name of Each Exchange on Which Registered The Nasdaq Stock Market LLC Securities Registered Pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . Yes ☐ No 区 Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No No □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , ” “ smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act : Accelerated filer Smaller reporting company 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . No 区 Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes The aggregate market value of the voting and non - voting common equity held by non - affiliates of the registrant , based on the closing price of a share of the registrant's common stock on June 30 , 2020 , the last business day of the registrant's most recently completed second fiscal quarter , as reported by the Nasdaq Global Market on such date was approximately $ 1.7 billion . Shares of the registrant's common stock held by each executive officer , director and holder of 10 % or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates . This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose . The number of shares of the registrant's Common Stock outstanding as of February 22 , 2021 was 51,822,662 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Proxy Statement relating to the 2021 Annual Meeting of Stockholders , are incorporated by reference into Part III of this Annual Report on Form 10 - K where indicated . Such Proxy Statement , or an amendment to this Annual Report on Form 10 - K , will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year ended December 31 , 2020 .