Sec Form 13D Filing - SCHULER JACK W filing for BIODESIX INC (BDSX) - 2024-04-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

(Title of Class of Securities)

(CUSIP Number)

Jack W. Schuler

100 Tri-State International, Suite 125

Lincolnshire, Illinois 60069

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	Jack W. Schuler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION				< div style="text-align: left">
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			331,075 (1)
		8	SHARED VOTING POWER
			30,707,722
		9	SOLE DISPOSITIVE POWER
			331,075 (1)
		10	SHARED DISPOSITIVE POWER
			30,707,722
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,038,797 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	27.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1.	This amount includes 331,075 Shares (as defined herein) that the Reporting Person has the right to acquire within 60 days of the date of this filing.

2.

This percentage is based on a total of 113,627,715 Shares expected to be outstanding following the closing of the Issuer’s Concurrent Private Placement (as defined herein) 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 331,075 Shares that the Reporting Person has the right to acquire within 60 days of the date of this filing.

1.	This percentage is 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.

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 off ices are located at 919 West Dillon Rd., Louisville, Colorado 80027.

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 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(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.

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.

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 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).

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.

Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).

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