Schuler Trust Amends Biodesix Stake Filing

TL;DR

Schuler Trust updated its Biodesix filing, watch for potential stock moves.

AI Summary

Jack W. Schuler, through the Jack W. Schuler Living Trust, has amended their Schedule 13D filing for Biodesix, Inc. on April 5, 2024. The filing indicates a change in beneficial ownership of the company's common stock, though specific share counts or dollar amounts are not detailed in this excerpt. The filing is an amendment to a previous filing, suggesting ongoing activity related to Schuler's stake in Biodesix.

Why It Matters

This amendment signals potential shifts in significant shareholder positions, which could influence Biodesix's stock performance and corporate strategy.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in a major shareholder's intentions or holdings, which can impact stock volatility.

Key Players & Entities

• Jack W. Schuler (person) — Filing person and beneficial owner
• Jack W. Schuler Living Trust (person) — Holder of securities
• Biodesix, Inc. (company) — Subject company

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securiti
• $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 Trust purchased 2,174 shares of S
• $100,004 — gregate purchase price of approximately $100,004, using Mr. Schuler's personal funds. T

Filing Documents

• ef20026519_sc13da.htm (SC 13D/A) — 83KB
• 0001140361-24-018943.txt ( ) — 85KB

of the Schedule 13D is hereby amended and supplemented as follows

Item 1 of the Schedule 13D is hereby amended and supplemented as follows: This Amendment No. 5 to Schedule 13D ("Amendment No. 5") is being filed by the undersigned, pursuant to 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on November 9, 2020, (the "Initial Schedule 13D"), as amended on January 28, 2022, on April 11, 2022, on November 23, 2022, and on August 11, 2023 (collectively, the "Schedule 13D"), with respect to the common stock, par value $0.001 per share (the "Shares"), of Biodesix, Inc. (the "Issuer" or the "Company"), whose principal executive offices are located at 919 West Dillon Rd., Louisville, Colorado 80027. Item 3. Source and Amount of Funds or Other Consideration

of the Schedule 13D is hereby amended and supplemented as follows

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On April 5, 2024, the Issuer entered into securities purchase agreements (the "Securities Purchase Agreements") with various investors, including the Trust (collectively, the "Investors"), for the issuance and sale by the Company of an aggregate of 760,857 shares of Series A Non-Voting Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock") in an offering (the "Concurrent Private Placement"). Pursuant to the terms of the Securities Purchase Agreements, the Company has agreed to submit to its stockholders the approval of the conversion of the Series A Preferred Stock into Shares in accordance with Nasdaq Stock Market Rules (the "Conversion Proposal") at its 2024 annual meeting of stockholders. Following such approval of the Conversion Proposal, each share of Series A Preferred Stock will automatically convert into 40 Shares, subject to certain limitations. The Securities Purchase Agreements include customary representations, warranties and covenants by the parties to the agreement. Pursuant to the Securities Purchase Agreements, the Investors purchased the Series A Preferred Stock at a purchase price of $46.00 per share for an aggregate purchase price of approximately $35.0 million. The Trust purchased 2,174 shares of Series A Preferred Stock in the Concurrent Private Placement, which will automatically convert into 86,960 Shares following approval of the Conversion Proposal, at a purchase price of $46.00 per share, for an aggregate purchase price of approximately $100,004, using Mr. Schuler's personal funds. The foregoing description of the Securities Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreements, the form of which is attached as Exhibit 5 to this Amendment No. 5 and is incorporated herein by reference. Item 4. Purpose of Transaction

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 3 of this Amendment No. 5 is incorporated by reference herein. Item 5. Interest in Securities of the Issuer

(a) - (c) of the Schedule 13D is hereby amended and supplemented as follows

Item 5(a) - (c) of the Schedule 13D is hereby amended and supplemented as follows: (a, b) As of the date hereof, Mr. Schuler may be deemed to beneficially own, in the aggregate, 31,038,797 Shares, which represents approximately 27.2% of the Shares outstanding. Mr. Schuler's beneficial ownership consists of (1) 46,102 Shares that Mr. Schuler has the right to acquire upon exercise of options exercisable within 60 days of the date of this filing, (2) 284,973 Shares that Mr. Schuler has the right to acquire upon settlement of vested RSUs within 60 days of the date of this filing, and (3) 30,707,722 Shares held by the Trust, representing approximately 27.0% of the Shares outstanding. This amount excludes 86,960 Shares into which the 2,174 shares of Series A Preferred Stock will automatically convert following approval of the Conversion Proposal, because the Reporting Person does not have the right to acquire such Shares prior to stockholder approval of the Conversion Proposal. The foregoing beneficial ownership percentages are based on a total of 113,627,715 Shares expected to be outstanding following the closing of the Issuer's Concurrent Private Placement on April 9, 2024, as reported in the Issuer's current report on Form 8-K filed with the SEC on April 9, 2024, plus, for purposes of calculating Mr. Schuler's beneficial ownership percentage, 331,075 Shares that Mr. Schuler has the right to acquire within 60 days of the date of this filing. As sole trustee of the Trust, Mr. Schuler shares with the Trust the power to vote or direct the vote, and the power to dispose or direct the disposition of, the 30,707,722 Shares beneficially owned by the Trust. (c) The response to Item 3 of this Amendment No. 5 is incorporated by reference herein. Except as set forth in this Amendment No. 5, no transactions in the Shares have been effected by the Reporting Person within the past 60 days. CUSIP No: 09075X108 SCHEDULE 13D Page 5 of 6 Pages Item 6. Contracts, Arrangements,

of the Schedule 13D is hereby amended and supplemented as follows

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 3 of this Amendment No. 5 is incorporated by reference herein. Registration Rights Agreement In connection with the Concurrent Private Placement, the Issuer also entered into a Registration Rights Agreement, dated April 5, 2024 (the "Registration Rights Agreement"), with the Investors, which provides that the Issuer will register the resale of the Shares issuable upon conversion of the Series A Preferred Stock. The Issuer is required to prepare and file an initial registration statement with the SEC as soon as reasonably practicable, but in no event later than April 23, 2024, and to use best efforts to have the registration statement declared effective within 50 days after the closing of the Concurrent Private Placement, subject to the approval of the Conversion Proposal being received at the Company's 2024 annual meeting of stockholders. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, the form of which is attached as Exhibit 6 to this Amendment No. 5 and is incorporated herein by reference. Except as otherwise set forth in this Amendment No. 5, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits

of the Schedule 13D is hereby amended and supplemented as follows

Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 5 Form of Securities Purchase Agreements (incorporated by reference to Exhibit 10.2 to the Issuer's current report on Form 8-K filed with the SEC on April 9, 2024). Exhibit 6 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuer's current report on Form 8-K filed with the SEC on April 9, 2024). CUSIP No: 09075X108 SCHEDULE 13D Page 6 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Jack W. Schuler /s/ Jack W. Schuler Jack W. Schuler Living Trust /s/ Jack W. Schuler Name: Jack W. Schuler Title: Trustee April 9, 2024 Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).

View Full Filing

View this SC 13D/A filing on SEC EDGAR