SecProbe.io

United States securities and exchange commission logo
June 28, 2023
Frank Rahmani
Partner
Sidley Austin LLP
555 California Street, Suite 2000
San Francisco, CA 94104
Re:Biodesix, Inc.
Schedule TO-I filed on June 23, 2023
File No. 005-91818
Dear Frank Rahmani:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments .
All defined terms used herein have the same meaning as in your Offering Memorandum.
Schedule TO-I filed on June 23, 2023
General
1.The cross reference in Item 7(b) to Section 6 of the Offering Memorandum appears to be
inappropriate, as Section 6 sets forth the conditions to the consummation of the Exchange
Offer rather than material conditions, if any, to any financing of consideration to be
provided in the Exchange Offer.  See Item 1007(b) of Regulation M-A.  Please revise.
2.Disclose that tendered options may be withdrawn at any time after the expiration of 40
business days from the commencement of the tender offer, if not yet accepted for
payment.  See Rule 13e-4(f)(2).
Determination of Validity, page 17
3.Refer to the following disclosure on page 17 of the Offering Memorandum:  "Subject to
Rule 13e-4 under the Exchange Act, we also reserve the right to waive any of the

 FirstName LastNameFrank Rahmani
 Comapany NameSidley Austin LLP
 June 28, 2023 Page 2
 FirstName LastName
Frank Rahmani
Sidley Austin LLP
June 28, 2023
Page 2
conditions of the Exchange Offer or any defect or irregularity in any tender with respect to
any particular Eligible Option or any particular Eligible Holder."  Please revise to avoid
the implication that you may waive a condition of the offer as to one or some holders
only, rather than generally waiving such offer condition.  All conditions to the offer must
apply uniformly to all subject security holders.
Conditions of the Exchange Offer, page 20
4.You have included a condition that will be triggered by “any general suspension of trading
in, or limitation on prices for, securities on any national securities exchange or automated
quotation system or in the over-the-counter market.”  Please revise to explain what would
be considered a limitation on prices for securities on any national securities exchange or in
the over-the-counter market.
5.Refer to the following statement in this section:  "We may waive the conditions, in whole
or in part, at any time and from time to time prior to our acceptance of your tendered
Eligible Options for exchange, whether or not we waive any other condition to the
Exchange Offer."  When an offer condition is "triggered," a bidder must promptly notify
subject security holders whether it intends to waive that condition and proceed with the
offer, or assert the condition and terminate it.  The phrase "at any time and from time to
time" implies that bidder may wait until the end of the offer period to inform security
holders.  Please revise.
Information Concerning Biodesix; Financial Information, page 22
6.Please disclose the book value per share of common stock as of the date of the most recent
balance sheet presented.  See Item 1010(a)(4) of Regulation M-A and Item 10 of Schedule
TO.
7.In your response letter, explain why you do not believe pro forma financial information is
material in the context of this exchange offer, or revise to provide such information in the
amended disclosure document.  See Item 1010(b) of Regulation M-A and Item 10 of
Schedule TO.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at (202) 551-3263 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions