Biodesix Announces Pricing of Oversubscribed and Upsized Underwritten Offering of Common Stock and Concurrent Private Placement

Biodesix, Inc. (Nasdaq: BDSX), a leading diagnostic solutions company with a focus in lung disease, today announced the pricing of its underwritten offering of 17,391,832 shares of its common stock at a price to the public of $1.15 per share. In addition, Biodesix has entered into securities purchase agreements for a concurrent private placement of 760,857 shares of its Series A Non-Voting Convertible Preferred Stock at a price of $46.00 per share. Subject to Biodesix stockholder approval, each share of Series A Non-Voting Convertible Preferred Stock will automatically convert to 40 shares of common stock for an aggregate of 30,434,280 shares of common stock. The gross proceeds to Biodesix from the underwritten offering and concurrent private placement, before deducting underwriting discounts and commissions, placement agent fees and other offering expenses payable by Biodesix, and following the receipt of stockholder approval, are expected to be $55.0 million.

Certain members of management, certain of our directors and funds affiliated with these directors are participating in the concurrent private placement.

TD Cowen, William Blair and Canaccord Genuity are acting as joint bookrunning managers for the underwritten offering and placement agents for the concurrent private placement. Lake Street Capital Markets is acting as lead manager for the underwritten offering and placement agent for the concurrent private placement.

The underwritten offering and concurrent private placement are expected to close on or about April 9, 2024, subject to the satisfaction of customary closing conditions and, in the case of the investment by certain of our directors and funds affiliated with our directors, stockholder approval. The transactions are not contingent on each other.

The shares in the underwritten offering are being offered by Biodesix pursuant to a shelf registration statement on Form S-3 that was initially filed with the Securities and Exchange Commission (“SEC”) on November 15, 2021 and declared effective by the SEC on November 29, 2021. The underwritten offering is being made by means of a prospectus supplement and accompanying prospectus that form part of the registration statement. When available, a prospectus supplement and accompanying prospectus relating to, and describing the terms of, the underwritten offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.