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
December 30, 2021
Date of Report (Date of earliest event reported)
Biodesix, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware | 001-39659 | 20-3986492 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
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2970 Wilderness Place, Suite 100 Boulder, Colorado (Address of Principal Executive Office) | 80301 (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:
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| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
2021 Term Loan Amendment and Partial Repayment
On December 31, 2021 (Effective Date), Biodesix, Inc. (the Company) entered into the Consent and Second Amendment to Loan and Security Agreement (Second Amendment) by and between Silicon Valley Bank, a California corporation (SVB or Lender) and the Company, as borrower, whereby subject to the terms and conditions of the Second Amendment, certain restrictive financial covenants were modified.
The modification of key terms under the Second Amendment to our $30 million 2021 Term Loan include the following:
Consent for a $4.6 million January 2022 milestone payment under the Integrated Diagnostics APA;
Repayment of $20 million in outstanding principal on December 31, 2021; and
Waiver and elimination of $600,000 prepayment fee on the $20 million Term Loan repayment.
Item 8.01. Other Events.
On December 30, 2021, the Company raised approximately $16.3 million in gross proceeds from the sale of 3,756,994 common shares in an at-the-market offering in order to, among other things, fund the partial repayment of the 2021 Term Loan.
The Company issued a press release announcing the sale of common shares under an at-the-market offering and the execution of the Second Amendment to the Loan and Security Agreement and subsequent partial repayment of the outstanding principal under the 2021 Term Loan, which provides the Company additional financial flexibility over the near term to advance its strategic growth objectives. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 8.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such document or filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: January 4, 2022 | BIODESIX, INC. |
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| By: | /s/ Robin Harper Cowie |
| Name: | Robin Harper Cowie |
| Title: | Chief Financial Officer |
