Biodesix Inc. Files S-1 Registration Statement

TL;DR

<b>Biodesix, Inc. has filed an S-1 registration statement for securities under the Securities Act of 1933.</b>

AI Summary

BIODESIX INC (BDSX) filed a IPO Registration (S-1) with the SEC on April 23, 2024. Biodesix, Inc. has filed an S-1 registration statement with the SEC. The filing is for the registration of securities under the Securities Act of 1933. The company is incorporated in Delaware and its fiscal year ends on December 31. Biodesix, Inc. is classified as a non-accelerated filer, smaller reporting company, and emerging growth company. The principal executive offices are located at 919 West Dillon Rd., Louisville, Colorado 80027.

Why It Matters

For investors and stakeholders tracking BIODESIX INC, this filing contains several important signals. This S-1 filing indicates Biodesix is preparing for a potential public offering or significant capital raise. As an emerging growth company and smaller reporting company, Biodesix may leverage certain regulatory accommodations, impacting its disclosure and compliance timeline.

Risk Assessment

Risk Level: low — BIODESIX INC shows low risk based on this filing. The filing is an S-1 registration statement, which is a standard precursor to an IPO or other public offering, and does not contain specific financial performance data or operational updates that would indicate immediate risk.

Analyst Insight

Monitor for subsequent filings (e.g., amendments to the S-1, prospectuses) to understand the specifics of the offering, valuation, and use of proceeds.

Key Numbers

• 8071 — SIC Code (Primary Standard Industrial Classification Code Number)
• 203986492 — IRS Number (I.R.S. Employer Identification Number)
• 333-278881 — SEC File Number (SEC File Number for the registration)

Key Players & Entities

• BIODESIX INC (company) — Registrant name
• Scott Hutton (person) — President and Chief Executive Officer
• Sidley Austin LLP (company) — Legal counsel
• Frank F. Rahmani (person) — Legal counsel
• Samir A. Gandhi (person) — Legal counsel
• Delaware (jurisdiction) — State of incorporation
• Louisville, Colorado (location) — Principal executive offices
• Securities Act of 1933 (regulation) — Act under which registration is filed

FAQ

Industry Context

Biodesix, Inc. operates in the medical laboratories sector, focusing on diagnostic testing services.

Regulatory Implications

The S-1 filing is made under the Securities Act of 1933, which governs the registration of new securities offerings in the United States.

What Investors Should Do

1. Review the full S-1 filing for detailed business description, risk factors, and financial statements.
2. Track future SEC filings for amendments, prospectuses, and effective dates related to the securities offering.
3. Analyze the company's competitive landscape and market position within the diagnostics industry.

Key Dates

• 2024-04-23: S-1 Filing — Registration statement filed with the SEC.

Year-Over-Year Comparison

This is an initial S-1 filing, so no prior filing data is available for comparison.

Key Financial Figures

• $0.001 — Convertible Preferred Stock, par value $0.001 (the Series A Preferred Stock). Subject
• $1.29 — rted sale price of our Common Stock was $1.29. We are an emerging growth company an
• $1.24 billion — fiscal year in which we have more than $1.24 billion in annual revenue; (ii) the date we qua
• $700 million — large accelerated filer, with at least $700 million of equity securities held by non-affili
• $1.0 billion — ed, in any three-year period, more than $1.0 billion in non-convertible debt securities; and
• $250 million — on Stock held by non-affiliates exceeds $250 million as of the end of that years second fisc
• $100 million — r, or (ii) our annual revenues exceeded $100 million during such completed fiscal year and t
• $18.4 million — n Stock for aggregate gross proceeds of $18.4 million (the Underwritten Offering). The Underw

Filing Documents

• d827839ds1.htm (S-1) — 1357KB
• d827839dex1042.htm (EX-10.42) — 38KB
• d827839dex231.htm (EX-23.1) — 1KB
• d827839dexfilingfees.htm (EX-FILING FEES) — 29KB
• g827839g39e87.jpg (GRAPHIC) — 105KB
• g827839g39f89.jpg (GRAPHIC) — 97KB
• g827839g39g90.jpg (GRAPHIC) — 88KB
• g827839g39h91.jpg (GRAPHIC) — 139KB
• g827839g78y82.jpg (GRAPHIC) — 98KB
• g827839g78z86.jpg (GRAPHIC) — 82KB
• g827839g82q02.jpg (GRAPHIC) — 63KB
• 0001193125-24-107051.txt (&nbsp;) — 2324KB

USE OF PROCEEDS

USE OF PROCEEDS 67

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 68 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 86

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 87

BUSINESS

BUSINESS 88 MANAGEMENT 129

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 134

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 142 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 145 SELLING STOCKHOLDERS 147 PLAN OF DISTRIBUTION 153

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 156 LEGAL MATTERS 162 EXPERTS 163 WHERE YOU CAN FIND MORE INFORMATION 164 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 165 INFORMATION NOT REQUIRED IN PROSPECTUS II-1 i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, (the SEC), using a shelf registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, sell the securities described in this prospectus in one or more offerings. Each time we or the Selling Stockholders offer securities, we will provide a prospectus supplement that describes the terms of the relevant offering. The prospectus supplement also may add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as described below under the heading Incorporation of Certain Information by Reference. We and the Selling Stockholders have not authorized anyone to provide you with different information or to make any representation other than those contained in this prospectus. You should not assume that the information in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents or the filing date of any document incorporated by reference, regardless of its time of delivery. The Selling Stockholders are not offering to sell, or seeking offers to buy, the securities in any jurisdiction where the offer or sale is not permitted. The Selling Stockholders may sell the Resale Shares on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market, in one or more transactions otherwise than

financial statements with other public companies difficult or impossible

financial statements with other public companies difficult or impossible. Corporate Information We were incorporated in Delaware in 2005 as Elston Technologies, Inc. Our principal executive offices are located at 919 West Dillon Rd., Louisville, Colorado 80027, and our telephone number is (303) 417-0500. On June 20, 2006, we changed our name to Biodesix, Inc. Our website address is www.biodesix.com. Information contained on, or accessible from, or hyperlinked to, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus, or in deciding whether to purchase our Common Stock. Our filings with the SEC are posted on our website at www.biodesix.com. Other than the specifically incorporated SEC filings, the information found on or accessible through our website is not part of this prospectus or any other report we file with or furnish to the SEC. The public can also obtain copies of these filings by accessing the SECs website at http://www.sec.gov. Recent Developments April 2024 Underwritten Offering On April 5, 2024, we entered into an underwriting agreement (the Underwriting Agreement) with TD Securities (USA) LLC, William Blair & Company, LLC and Canaccord Genuity LLC, as representatives of the underwriters, for the sale and issuance of an aggregate 17,391,832 shares of Common Stock for aggregate gross proceeds of $18.4 million (the Underwritten Offering). The Underwritten Offering was conducted pursuant to a shelf registration statement on Form S-3. Pu

View Full Filing

View this S-1 filing on SEC EDGAR