| Item 1. | |
| (a) | Name of issuer:
Biodesix, Inc. |
| (b) | Address of issuer's principal executive
offices:
919 West Dillon Road, Louisville, CO 80027 |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Stock, par value $0.001 par value per share (the "Common Stock") of Biodesix, Inc. (the "Issuer") are:
Perceptive Advisors LLC ("Perceptive Advisors")
Joseph Edelman ("Mr. Edelman")
Perceptive Credit Advisors LLC ("Perceptive Credit")
PCOF EQ AIV IV, LP (the "Opportunity Fund")
Perceptive Credit Holdings IV, LP (the "Credit Fund") |
| (b) | Address or principal business office or, if
none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003 |
| (c) | Citizenship:
Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
Perceptive Credit is a Delaware limited liability company.
The Opportunity Fund is a Delaware limited partnership.
The Credit Fund is a Delaware limited partnership. |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
09075X108 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 145,465,941 shares of Common Stock outstanding as of October 25, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed on November 1, 2024 and give effect to the exercise of the Warrants (as defined below).
The Credit Fund directly holds (i) 1,036,560 shares of Common Stock and (ii) 4,500,000 warrants to purchase shares of Common Stock (the "Warrants"), consisting of (a) 3,000,000 warrants that are currently exercisable at an exercise price of $1.0648 per share and which will expire on November 21, 2032, (b) 1,000,000 warrants that are currently exercisable at an exercise price of $1.0648 per share and which expire on December 20, 2033, and (c) 500,000 warrants that are currently exercisable at an exercise price of $1.6254 per share and which will expire on May 10, 2033. The Opportunity Fund directly holds 1,137,320 shares of Common Stock.
The Warrants may not be exercised if the Reporting Persons would beneficially own more than 9.9% of the Issuer's outstanding shares of Common Stock after giving effect to such exercise. Accordingly, the Credit Fund could currently exercise all of their Warrants.
Perceptive Credit serves as the investment manager to each of the Credit Fund and Opportunity Fund and as relying advisor under Perceptive Advisors. Perceptive Credit Opportunities GP, LLC serves as the general partner of the Credit Fund. PCOF EQ AIV GP, LLC serves as the general partner of the Opportunity Fund. Mr. Edelman is the managing member of Perceptive Advisors. Each of Perceptive Advisors, Perceptive Credit and Mr. Edelman may be deemed to beneficially own the securities of the Issuer held by the Credit Fund and the Opportunity Fund. |
| (b) | Percent of class:
Perceptive Advisors: 4.5%
Mr. Edelman: 4.5%
Perceptive Credit: 4.5%
The Opportunity Fund: 0.8%
The Credit Fund: 3.7% % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Perceptive Credit: 0
The Opportunity Fund: 0
The Credit Fund: 0
|
| | (ii) Shared power to vote or to direct the
vote:
Perceptive Advisors: 6,673,880
Mr. Edelman: 6,673,880
Perceptive Credit: 6,673,880
The Opportunity Fund: 1,137,320
The Credit Fund: 5,536,560
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Perceptive Credit: 0
The Opportunity Fund: 0
The Credit Fund: 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Perceptive Advisors: 6,673,880
Mr. Edelman: 6,673,880
Perceptive Credit: 6,673,880
The Opportunity Fund: 1,137,320
The Credit Fund: 5,536,560
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
