Biodesix Inc美股招股说明书(2026-06-01版)

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 ofOctober30, 2024, as amended pursuant to that certain Fifth Amendment to Credit Agreement and Guaranty, dated as of February28, 2025, and asamended pursuant to that certain Sixth Amendment to Credit Agreement and Guaranty, dated as of February25, 2026), by and between us andPerceptive, as lender and administrative agent. We are registering the Shares on behalf of the selling stockholder, to be offered and sold from time totime, to satisfy certain registration rights that we have granted to the selling stockholder. 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 theShares. We will not receive any of the proceeds from the sale of the Shares by the selling stockholder. To the extent the Warrant Certificates areexercised on a cash basis, if at all, we will receive proceeds from the exercise of the Warrant Certificate. We cannot predict when or in what amounts theselling stockholder may sell any of the Shares offered by this prospectus. 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.See “RiskFactors” on page 6 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDS 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 ofcommon stock. Our business, financial condition, results of operations and prospects may have changed since such date. The terms “Biodesix,” the“Company,” “our,” “us” and “we,” as used in this prospectus, refer to Biodesix, Inc., unless we state otherwise or the context indicates otherwise. 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 in