|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
|
BIODESIX INC (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
09075X108 (CUSIP Number) |
Jack W. Schuler PO Box 531, Lake Bluff, IL, 60044 (520) 906-2991 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/29/2025 (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.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 09075X108 |
| 1 |
Name of reporting person
SCHULER JACK W | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
39,821,357.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Sole voting and dispositive power includes 414,811 Shares (as defined herein) that the Reporting Person has the right to acquire within 60 days of the date of this filing.
(2) Percent of class is calculated based on a total of 152,721,438 Shares outstanding, as provided by the Issuer on September 3, 2025, plus 414,811 Shares that the Reporting Person has the right to acquire within 60 days of the date of this filing.
SCHEDULE 13D
|
| CUSIP No. | 09075X108 |
| 1 |
Name of reporting person
Jack W. Schuler Living Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ILLINOIS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,406,546.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Percent of class is calculated based on a total of 152,721,438 Shares outstanding, as provided by the Issuer on September 3, 2025.
SCHEDULE 13D
|
| CUSIP No. | 09075X108 |
| 1 |
Name of reporting person
Jack W. Schuler 2025 GRAT | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ILLINOIS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Percent of class is calculated based on a total of 152,721,438 Shares outstanding, as provided by the Issuer on September 3, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
BIODESIX INC | |
| (c) | Address of Issuer's Principal Executive Offices:
919 WEST DILLON RD, LOUISVILLE,
COLORADO
, 80027. | |
Item 1 Comment:
This Amendment No. 8 to Schedule 13D ("Amendment No. 8") is being filed by the undersigned, pursuant to section 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, on August 11, 2023, on April 9, 2024, on May 23, 2024, and on May 20, 2025 (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 2. | Identity and Background | |
| (b) | Item 2(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The principal address of each of the Reporting Persons is PO Box 531, Lake Bluff, Illinois 60044. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On August 29, 2025, Mr. Schuler, through the Trust, purchased 3,488,372 Shares, at a price of $0.43 per Share, in a registered at-the-market offering, for an aggregate purchase price of $1,499,999.96.
The source of funds for the purchase reported herein was Mr. Schuler's personal funds. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows:
As of the date hereof, Mr. Schuler may be deemed to beneficially own, in the aggregate, 39,821,357 Shares, which represents approximately 26.0% of the Shares outstanding.
Mr. Schuler's beneficial ownership consists of (i) 83,152 Shares that Mr. Schuler has the right to acquire upon exercise of options exercisable within 60 days of the date of this filing, (ii) 331,659 Shares that Mr. Schuler has the right to acquire upon settlement of vested RSUs within 60 days of the date of this filing, (iii) 24,406,546 Shares held by the Trust, representing approximately 16.0% of the Shares outstanding, and (iv) 15,000,000 Shares held by the GRAT, representing approximately 9.8% of the Shares outstanding.
The foregoing beneficial ownership percentages are based on a total of (i) 152,721,438 Shares outstanding, as provided by the Issuer on September 3, 2025, and, for purposes of calculating Mr. Schuler's beneficial ownership percentage, (ii) 414,811 Shares that Mr. Schuler has the right to acquire within 60 days of the date of this filing. | |
| (b) | Mr. Schuler has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, the 414,811 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 24,406,546 Shares beneficially owned by the Trust.
As sole trustee of the GRAT, Mr. Schuler shares with the GRAT the power to vote or direct the vote, and the power to dispose or direct the disposition of, the 15,000,000 Shares beneficially owned by the GRAT. | |
| (c) | The response to Item 3 of this Amendment No. 8 is incorporated by reference herein. Except as set forth in this Amendment No. 8, no transactions in the Shares have been effected by the Reporting Persons within the past 60 days. | |
| 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.
|
|
|
|
|
|
|