Biodesix Files 8-K: Material Agreement, Equity Sales

TL;DR

Biodesix signed a big deal and sold some stock, filing an 8-K on 4/5/24.

AI Summary

On April 5, 2024, Biodesix, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws, along with other events and financial statements. Specific details regarding the nature of the definitive agreement and the equity sales were not provided in this initial filing.

Why It Matters

This 8-K filing indicates significant corporate actions by Biodesix, Inc., including a new material agreement and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 001-39659 — Commission File Number (SEC Filing identifier for Biodesix, Inc.)
• 20-3986492 — I.R.S. Employer Identification No. (Tax identification number for Biodesix, Inc.)

Key Players & Entities

• Biodesix, Inc. (company) — Registrant
• April 5, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 919 West Dillon Rd. (address) — Principal Executive Office
• Louisville, Colorado (location) — Principal Executive Office Location
• 80027 (zip_code) — Principal Executive Office Zip Code

FAQ

Key Financial Figures

• $0.001 — registered Common Stock, par value of $0.001 per share BDSX The Nasdaq Stock Mar
• $51.6 million — ny raised net proceeds of approximately $51.6 million. Net proceeds will be used for commerci
• $1.15 — derwriters, at a price to the public of $1.15 per share. The Company will receive est
• $18.4 million — estimated net proceeds of approximately $18.4 million from the Offering after deducting under
• $46.00 — Preferred Stock at a purchase price of $46.00 per share for an aggregate purchase pri
• $35.0 million — gregate purchase price of approximately $35.0 million. The Company expects to use the net pro

Filing Documents

• d779805d8k.htm (8-K) — 40KB
• d779805dex11.htm (EX-1.1) — 196KB
• d779805dex31.htm (EX-3.1) — 76KB
• d779805dex51.htm (EX-5.1) — 8KB
• d779805dex101.htm (EX-10.1) — 317KB
• d779805dex102.htm (EX-10.2) — 259KB
• d779805dex103.htm (EX-10.3) — 189KB
• d779805dex991.htm (EX-99.1) — 13KB
• g779805g0408123741237.jpg (GRAPHIC) — 2KB
• 0001193125-24-090787.txt ( ) — 1442KB
• bdsx-20240405.xsd (EX-101.SCH) — 3KB
• bdsx-20240405_lab.xml (EX-101.LAB) — 18KB
• bdsx-20240405_pre.xml (EX-101.PRE) — 11KB
• d779805d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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 April 5, 2024 Date of Report (Date of earliest event reported) Biodesix, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-39659 20-3986492 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 919 West Dillon Rd. , Louisville , Colorado 80027 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (303) 417-0500 Not Applicable (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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communication 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 Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value of $0.001 per share BDSX The 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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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. Item1.01. Entry into a Material Definitive Agreement. Summary On April 9, 2024, Biodesix, Inc. (the "Company") closed a follow on equity offering of Common Stock and a concurrent private placement. Collectively, the Company raised net proceeds of approximately $51.6 million. Net proceeds will be used for commercial expansion of sales, supporting its product pipeline, research and development and for general corporate purposes. The following sections will provide a more detailed description of each of the transactions described above. Underwritten Offering On April 9, 2024, the Company closed an underwritten offering (the "Offering") of 17,391,832 shares of its Common Stock, par value $0.001 per share (the "Common Stock"). The Common Stock was issued and sold pursuant to an underwriting agreement (the "Underwriting Agreement"), dated April 5, 2024, by and between the Company and TD Securities (USA) LLC, William Blair & Company, L.L.C., and Canaccord Genuity LLC as representatives of the underwriters, at a price to the public of $1.15 per share. The Company will receive estimated net proceeds of approximately $18.4 million from the Offering after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company expects to use the net proceeds from the Offering for commercial expansion of sales, supporting its product pipeline, research and development and for general corporate purposes. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The Underwriting Agreement also includes lock up restrictions that will be in effect during the period ending 90 days subsequent to April 5, 2024. The representations, warranties, and agreements contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The Offering was made pursuant to the Company's effective Registration Statement on Form S-3 (File No. 333-261095) previously filed with the Securities and Exchange Commission on November 29, 2021 and a prospectus supplement, dated April 5, 2024 relating to the Offering. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete statement of the rights and obligations of the parties under the Underwriting Agreement and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement that is attached hereto as Exhibit 1.1. A copy of the opinion of Sidley Austin LLP relating to the legality of the issuance and sale of the Common Stock is attached h

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View this 8-K filing on SEC EDGAR