Biodesix Inc美国招股说明书(2026年6月1日版)

BIODESIX, INC. Up to 375,000 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the proposed resale or other disposition by the selling stockholder identified in this prospectus, or its pledgees, donees,transferees or other successors in interest, from time to time, of up to 375,000 shares, (the “Shares”), of our common stock, par value $0.001 per share,or common stock, issuable upon exercise of certain warrant certificates, (the “Warrant Certificates”), granted to Perceptive Credit Holdings IV, LP(“Perceptive”), in connection with that certain Credit Agreement and Guaranty, (the “Credit Agreement”), dated as of November16, 2022 (as amendedpursuant to that certain First Amendment to Credit Agreement and Guaranty, dated as of May10, 2023, as amended pursuant to that certain SecondAmendment to Credit Agreement and Guaranty, dated as of August4, 2023, as amended pursuant to that certain Third Amendment to Credit Agreementand Guaranty, dated as of February29, 2024, as amended pursuant to that certain Fourth Amendment to Credit Agreement and Guaranty, dated as of The selling stockholder may resell or dispose of the Shares, or interests therein, at fixed prices, at prevailing market prices at the time of sale or at pricesnegotiated with purchasers, to or through underwriters, broker-dealers, agents, or through any other means described in the section of this prospectusentitled “Plan of Distribution.” The selling stockholder will bear its respective commissions and discounts, if any, attributable to the sale or dispositionof the Shares, or interests therein, held by such selling stockholder. We will bear all costs, expenses and fees in connection with the registration of the This prospectus may not be used to offer and sell securities unless accompanied by the applicable prospectus supplement. Our common stock is listed on the Nasdaq Global Market under the symbol “BDSX.” On May28, 2026, the last reported sale price of our commonstock was $15.99. Investing in our securities involves significant risks. We strongly recommend that you read carefully the risks wedescribe in this prospectus and in any accompanying prospectus supplement, as well as the risk factors that areincorporated by reference into this prospectus from our filings made with the Securities and Exchange Commission. TABLE OF CONTENTS Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the selling stockholder hasnot, authorized anyone else to provide you with different or additional information from that contained in this prospectus. We take no responsibility for,and can provide no assurance as to the reliability of, any information that others may give. The selling stockholder is offering to sell, and seeking offersto buy, shares of our common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing in thisprospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of This prospectus and the information incorporated herein by reference include trademarks, service marks and trade names owned by us or othercompanies. All trademarks, service marks and trade names included or incorporated by reference in this prospectus are the property of their respective Table of Contents PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus. This summary is not complete and does not contain all of theinformation that you need to consider before making an investment decision. For a more complete understanding of our company, you should readand consider carefully the more detailed information included or incorporated by reference in this prospectus and any applicable prospectus Overview of the Company We are a leading diagnostic solutions company, driven to improve clinical care and outcomes for patients. The Company develops diagnostictests using a multi-omic approach to harness the strengths of different technologies that are best suited to address important clinical questions. Wederive our revenue from two sources: (i)Biodesix Diagnostic Tests (Diagnostic Tests), providing lung diagnostic testing services for healthcare Diagnostic Tests We offer five blood-based lung diagnostic tests for use across the lung cancer continuum of care: Diagnosis – Nodule Management •Nodify CDT®andNodify XL2®tests, marketed as Nodify Lung®Nodule Risk Assessment, assess a suspicious lung nodule’s risk oflung cancer to help identify the most appropriate treatment pathway. The Nodify CDT and XL2 tests have an established averageturnaround time of one and five business days, respectively, from receipt of the blood sample, providing physicians with timely resultsto guide diagnostic planning. The Nodify CDT test is a blood-based test that dete