SecProbe.io

CORRESP
 1
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 CORRESP

 May 27, 2026
 Via EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549-3720 Attention: Nicholas O’Leary
 Re:  Acceleration Request for Biodesix, Inc. Registration Statement on Form S-3 (File No. 333-296122) Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Biodesix, Inc. (the “ Company ”), hereby requests that the effective date
of the Company’s Registration Statement on Form S-3, Registration Number 333-296122, (the “ Registration Statement ”) be accelerated so that the
Company’s Registration Statement will become effective at 4:00 P.M., Eastern Time or as soon thereafter as practicable, on May 29, 2026, or at such later time as the Company or its counsel may orally request via telephone call to the
staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. [Signature Page Immediately Follows]

 We would appreciate it if, as soon as the Registration Statement is declared effective, you
would so inform Frank F. Rahmani of Sidley Austin LLP at (650) 565-7050.

 Very truly yours,

 /s/ Robin Harper Cowie

 Robin Harper Cowie

 Chief Financial Officer

 cc:
 Scott Hutton, Biodesix, Inc.
 Frank F. Rahmani, Sidley Austin LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 26, 2026

Scott Hutton
Chief Executive Officer
Biodesix, Inc.
919 West Dillon Road
Louisville, CO 80027

 Re: Biodesix, Inc.
 Registration Statement on Form S-3
 Filed May 21, 2026
 File No. 333-296122
Dear Scott Hutton:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and Services
cc: Frank Rahmani, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 November 7, 2024

Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3720

 Attention: Conlon Danberg

Re:
 Acceleration Request for Biodesix, Inc.

Registration Statement on Form S-3 (File No. 333-282938)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Biodesix, Inc. (the “Company”), hereby requests that the
effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-282938, (the “Registration Statement”) be accelerated
so that the Company’s Registration Statement will become effective at 4:00 P.M., Eastern Time or as soon thereafter as practicable, on November 12, 2024, or at such later time as the Company or its counsel may orally request via telephone
call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 [Signature Page Immediately
Follows]

 We would appreciate it if, as soon as the Registration Statement is declared effective, you
would so inform Samir A. Gandhi of Sidley Austin LLP at (212) 839-5684.

Very truly yours,

/s/ Robin Harper Cowie

Robin Harper Cowie

Chief Financial Officer

cc:

Scott Hutton, Biodesix, Inc.

Frank F. Rahmani, Sidley Austin LLP

CORRESP
1
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CORRESP

 November 7, 2024

Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3720

 Attention: Conlon Danberg

Re:
 Acceleration Request for Biodesix, Inc.

Registration Statement on Form S-3 (File No. 333-282939)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Biodesix, Inc. (the “Company”), hereby requests that the
effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-282939, (the “Registration Statement”) be accelerated
so that the Company’s Registration Statement will become effective at 4:00 P.M., Eastern Time or as soon thereafter as practicable, on November 12, 2024, or at such later time as the Company or its counsel may orally request via telephone
call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 [Signature Page Immediately
Follows]

 We would appreciate it if, as soon as the Registration Statement is declared effective, you
would so inform Samir A. Gandhi of Sidley Austin LLP at (212) 839-5684.

 Very truly yours,

 /s/ Robin Harper Cowie

 Robin Harper Cowie

 Chief Financial Officer

cc:

Scott Hutton, Biodesix, Inc.

Frank F. Rahmani, Sidley Austin LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           November 6, 2024

Scott Hutton
President and Chief Executive Officer
Biodesix, Inc.
919 West Dillon Road
Louisville, Colorado 80027

       Re: Biodesix, Inc.
           Registration Statement on Form S-3
           Filed November 1, 2024
           File No. 333-282939
Dear Scott Hutton:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Conlon Danberg at 202-551-4466 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Industrial
Applications and
                                                           Services
cc:   Samir A. Gandhi, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 May 31, 2024

Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3720

 Attention:   Jane Park

Re:
 Acceleration Request for Biodesix, Inc.

Registration Statement on Form S-1 (File
No. 333-278881)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Biodesix, Inc. (the “Company”), hereby requests that the
effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-278881, (the “Registration Statement”) be accelerated
so that the Company’s Registration Statement will become effective at 4:00 P.M., Eastern Time or as soon thereafter as practicable, on June 4, 2024, or at such later time as the Company or its counsel may orally request via telephone call
to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 [Signature Page Immediately
Follows]

 We would appreciate it if, as soon as the Registration Statement is declared effective, you
would so inform Samir A. Gandhi of Sidley Austin LLP at (212) 839-5684.

Very truly yours,

 /s/ Scott Hutton

Scott Hutton

Chief Executive Officer

cc:
 Robin Harper Cowie, Biodesix, Inc.

Frank F. Rahmani, Sidley Austin LLP

CORRESP
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CORRESP

 SIDLEY AUSTIN LLP

 555 CALIFORNIA
STREET

 SUITE 2000

 SAN FRANCISCO, CA 94104

+1 415 772 1200

 +1 415 772 7400 FAX

 AMERICA • ASIA PACIFIC • EUROPE

 May 24, 2024

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Jane Park

 
 Lauren Nguyen

Re:
 Biodesix, Inc.

 
 Registration Statement on Form S-1

 
 Filed April 23, 2024

 
 File No. 333-278881

Ladies and Gentlemen:

On behalf of our client, Biodesix, Inc. (the “Company”), we hereby submit this letter in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated May 17, 2024 (the “Comment Letter”), relating to the above referenced
Registration Statement on Form S-1 filed with the Commission (the “Registration Statement”). We are concurrently filing via EDGAR this letter and an amendment to the Registration Statement on
Form S-1 (“Amendment No. 1”).

 In this letter,
we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response in ordinary type.

Form S-1 filed on April 23, 2024

General

1.
 We note your disclosure on page 153 that your selling securityholders may sell their securities
through one or more underwritten offerings on a firm commitment or best efforts basis. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution
requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

In response to the Staff’s comment, the Company has revised the Registration Statement to confirm the Company’s
understanding that the retention by a selling stockholder of an underwritten offering

on a firm commitment or best efforts basis would constitute a material change to the Company’s plan of distribution requiring a post-effective amendment.

* * * *

 If you
have questions with respect to Amendment No. 1 or the responses set forth above, please direct the questions to me at (415) 772-1256 or frahmani@sidley.com.

Sincerely,

/s/ Frank Rahmani

Frank Rahmani

cc:
 Scott Hutton, Biodesix, Inc.

Robin Harper Cowie, Biodesix, Inc.

Chris Vazquez, Biodesix, Inc.

Samir A. Gandhi, Sidley Austin LLP

United States securities and exchange commission logo
May 17, 2024
Scott Hutton
Chief Executive Officer
Biodesix, Inc.
919 West Dillon Rd.
Louisville, Colorado 80027
Re:Biodesix, Inc.
Registration Statement on Form S-1
Filed April 23, 2024
File No. 333-278881
Dear Scott Hutton:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed April 23, 2024
General
1.We note your disclosure on page 153 that your selling securityholders may sell their
securities through one or more underwritten offerings on a firm commitment or best
efforts basis. Please confirm your understanding that the retention by a selling stockholder
of an underwriter would constitute a material change to your plan of distribution requiring
a post-effective amendment.  Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

 FirstName LastNameScott Hutton
 Comapany NameBiodesix, Inc.
 May 17, 2024 Page 2
 FirstName LastName
Scott Hutton
Biodesix, Inc.
May 17, 2024
Page 2
statement.
            Please contact Jane Park at 202-551-7439 or Lauren Nguyen at 202-551-3642 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Samir Gandhi, Esq.

United States securities and exchange commission logo
April 30, 2024
Scott Hutton
Chief Executive Officer
Biodesix, Inc.
919 West Dillon Rd.
Louisville, Colorado 80027
Re:Biodesix, Inc.
Registration Statement on Form S-1
Filed April 23, 2024
File No. 333-278881
Dear Scott Hutton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Samir Gandhi, Esq.

CORRESP
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CORRESP

 SIDLEY AUSTIN LLP

 555 CALIFORNIA STREET

SUITE 2000

 SAN FRANCISCO, CA 94104

+1 415 772 1200

 +1 415 772 7400 FAX

 AMERICA   •   ASIA PACIFIC   •
EUROPE

 July 3, 2023

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Christina Chalk

Blake Grady

Re:
 Biodesix, Inc.

Schedule TO-I filed on June 23, 2023

File No. 005-91818

Ladies and Gentlemen:

 On behalf of our client,
Biodesix, Inc. (the “Company”), we hereby submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter
dated June 28, 2023 (the “Comment Letter”), relating to the above referenced Schedule TO filed with the Commission (the “Registration Statement”). We are concurrently filing via EDGAR this letter and an
amendment to the Schedule TO (“Amendment No. 1”).

 In this letter, we have recited the comments from
the Staff in italicized, bold type and have followed each comment with the Company’s response in ordinary type.

 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.

 In response to
the Staff’s comment, the Company has revised the response to Item 7(b) of the Schedule TO in Amendment No. 1.

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).

 United States Securities and Exchange Commission

July 3, 2023

  Page
 2

 In response to the Staff’s comment, the Company has revised the disclosure on page 19.

 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 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.

 In response to the Staff’s comment, the Company has revised the
disclosure on pages 18 and 21.

 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.

In Response to the Staff’s comment, the Company has revised the condition to remove the reference to the limitation on prices.

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.

 In response to the Staff’s comment, the
Company has revised the disclosure on page 21.

 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.

In response to the Staff’s comment, the Company has revised the disclosure to reflect the book value per share of common stock as of
March 31, 2023.

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.

 United States Securities and Exchange Commission

July 3, 2023

  Page
 3

 In response to the Staff’s comment, the Company informs the Staff that the grant of New
Options in connection with the exchange offer is not expected to result in an incremental compensation expense to have a material impact on the Company’s reported net loss or require reporting of pro forma financial information. The Company
designed an approach to exchange ratios for the Exchange Offer to result in a fair value of the New Options that will approximate the fair value of the eligible stock options that employees will surrender in the exchange based on the Black-Scholes
valuation model. The Exchange Offer provides a “value for value” exchange, and the accounting fair value of the replacement options granted will be approximately equal to the fair value of the options that are surrendered at the time of
the exchange, such that the impact on compensation expense, if any, will be immaterial to the financial statements taken as a whole. As disclosed in Section 10 (“Accounting Consequences of the Exchange Offer”) of the Offer to
Exchange, the Company cannot predict the exact amount of the charge (if any) that will result from the exchange offer as the fair value of the New Options and related incremental compensation expense, if any, will be determined on the New Option
Grant Date. Further, because the Company is currently in a net loss position and has been historically since its initial public offering, any net reduction in the outstanding number of stock options resulting from surrendered and cancelled stock
options in the Option Exchange will not have any impact to basic or diluted earnings per share calculations as the Company is in an anti-dilutive position.

If there ultimately are incremental compensation expenses resulting from the exchange offer, the Company will recognize any such incremental
compensation expense over the vesting periods of the New Options. Given the foregoing, the Company respectfully advises the Staff that it does not believe that pro forma financial information would be material to the holders when making a decision
of whether to participate in the exchange offer.

 * * * *

 United States Securities and Exchange Commission

July 3, 2023

  Page
 4

 If you have questions with respect to Amendment No. 1 or the responses set forth above,
please direct the questions to me at (415) 772-1256 or frahmani@sidley.com.

Sincerely,

 /s/ Frank Rahmani

Frank Rahmani

cc:

 Scott Hutton, Biodesix, Inc.

 Robin Harper
Cowie, Biodesix, Inc.

 Chris Vazquez, Biodesix, Inc.

Samir A. Gandhi, Sidley Austin LLP

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

CORRESP
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CORRESP

 June 15, 2022

Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:
 Christine Westbrook

Re:
 Acceleration Request for Biodesix, Inc.

Registration Statement on Form S-3 (File No. 333-265448)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Biodesix, Inc. (the “Company”), hereby requests
that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-265448 (the “Registration Statement”) be accelerated so that the Company’s
Registration Statement will become effective at 4:00 P.M., Eastern Time or as soon thereafter as practicable, on June 17, 2022, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the
Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 [Signature Page Immediately Follows]

 We would appreciate it if, as soon as the Registration Statement is declared effective, you
would so inform Samir A. Gandhi of Sidley Austin LLP at (212) 839-5684.

Very truly yours,

 /s/ Scott Hutton

Scott Hutton

Chief Executive Officer

cc:
 Robin Harper Cowie, Biodesix, Inc.

Frank F. Rahmani, Sidley Austin LLP

United States securities and exchange commission logo
June 10, 2022
Scott Hutton
President and Chief Executive Officer
BIODESIX INC
2970 Wilderness Place, Suite 100
Boulder, CO 80301
Re:BIODESIX INC
Registration Statement on Form S-3
Filed June 6, 2022
File No. 333-265448
Dear Mr. Hutton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Samir A. Gandhi, Esq.

CORRESP
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CORRESP

 November 24, 2021

Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3720

 Attention: Jane Park

    Re: Acceleration Request for Biodesix, Inc.

         Registration Statement on Form S-3 (File
No. 333-261095)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Biodesix, Inc. (the “Company”), hereby requests
that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-261095 (the “Registration Statement”) be accelerated so that the Company’s
Registration Statement will become effective at 4:00 P.M., Eastern Time or as soon thereafter as practicable, on November 29, 2021, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the
Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 [Signature Page Immediately Follows]

 We would appreciate it if, as soon as the Registration Statement is declared effective, you
would so inform Samir A. Gandhi of Sidley Austin LLP at (212) 839-5684.

Very truly yours,

 /s/ Scott Hutton

Scott Hutton

Chief Executive Officer

 cc:    Robin Harper Cowie, Biodesix, Inc.

Frank F. Rahmani, Sidley Austin LLP

United States securities and exchange commission logo
November 22, 2021
Scott Hutton
Chief Executive Officer
Biodesix, Inc.
2970 Wilderness Place, Suite 100
Boulder, Colorado 80301
Re:Biodesix, Inc.
Registration Statement on Form S-3
Filed November 16, 2021
File No. 333-261095
Dear Mr. Hutton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Samir Gandhi, Esq.

CORRESP
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Acceleration Request

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

William Blair & Company, L.L.C.

 150 N. Riverside Plaza

 Chicago, Illinois 60606

 October 23, 2020

VIA EDGAR AND E-MAIL

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

Courtney Lindsay

Joe McCann

David Burton

Jeanne Baker

Re:
 Biodesix, Inc.

 Registration Statement on Form S-1, as amended (File No. 333-249260)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Biodesix, Inc. (the “Company”) for acceleration of the effective date
of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on October 27, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Sidley Austin LLP, request
by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 under the Act, we, as representatives of the
several underwriters, wish to advise you that we have carried out the following distribution of the Company’s preliminary prospectus dated October 21, 2020:

(i)

Dates of distribution: October 21, 2020 through the date hereof

(ii)

Number of prospective underwriters to which the preliminary prospectus was furnished: 4

(iii)

Number of prospectuses furnished to investors: approximately 2,300

 We, the undersigned, as
representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

Very truly yours,

 MORGAN STANLEY & CO. LLC

WILLIAM BLAIR & COMPANY, L.L.C.

 Acting severally on behalf of themselves and the

several Underwriters

MORGAN STANLEY & CO. LLC

By:

/s/ Valerie Dixon

Name:

Valerie Dixon

Title:

Managing Director

WILLIAM BLAIR & COMPANY, L.L.C.

By:

/s/ Steve Maletzky

Name:

Steve Maletzky

Title:

Managing Director

CORRESP
1
filename1.htm

CORRESP

 SIDLEY AUSTIN LLP

 555 CALIFORNIA
STREET

 SUITE 2000

 SAN FRANCISCO, CA 94104

+1 415 772 1200

 +1 415 772 7400

 AMERICA • ASIA PACIFIC • EUROPE

 October 23, 2020

Via EDGAR and Federal Express

 Courtney Lindsay, Esquire

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Life Sciences

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 Biodesix, Inc.

 Registration Statement on Form S-1

 File No. 333-249260

Dear Mr. Lindsay:

 On behalf of Biodesix,
Inc. (the “Registrant”), we hereby submit the Registrant’s responses to the Staff’s letter originally relating to the draft Registration Statement on Form S-1, originally confidentially
submitted to the U.S. Securities and Exchange Commission (the “Commission”) on August 12, 2020, subsequently amended on a confidential basis on September 22, 2020, and publicly filed on October 2, 2020, October 9, 2020,
October 14, 2020 and October 21, 2020 (such filing dated October 21, 2020, the “Registration Statement”).

 Set
forth below are the Registrant’s responses to the comments of the Staff of the Commission on the Registration Statement, as set forth in the Staff’s letter dated September 9, 2020.

Draft Registration Statement on Form S-1

Use of Proceeds, page 73

9.    Expand your disclosure here and on page 6 to specify how much of the proceeds you intend to allocate to each of the four
purposes you list. Also revise your disclosure concerning the second use to indicate, as applicable, whether material proceeds are intended to be allocated towards specific pipeline products or research efforts, such as those described on pages 123-124.

 Response: The Registrant has revised its disclosure on pages 9 and 76 to specify
the allocations of the net proceeds to each of the four listed purposes. The Registrant respectfully advises that material proceeds will not be allocated toward the specific pipeline products or research efforts described in the Registration
Statement.

 United States Securities and Exchange Commission

October 23, 2020

  Page
 2

 Please do not hesitate to contact the undersigned at (415)
772-1256 with any questions you may have regarding this confidential submission.

Sincerely,

/s/ Frank F. Rahmani

Frank F. Rahmani

cc:
 Scott Hutton, Biodesix, Inc.

 Robin Harper Cowie, Biodesix, Inc.

 David Poticha, Biodesix, Inc.

 Samir A. Gandhi, Sidley Austin LLP

 Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

 Yasin Keshvargar, Davis Polk & Wardwell LLP

CORRESP
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filename1.htm

Acceleration Request

 October 23, 2020

Via EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:

Courtney Lindsay

Joe McCann

David Burton

Jeanne Baker

Re:

Biodesix, Inc.

Registration Statement on Form S-1

File No. 333-249260

Acceleration Request

        Requested Date:     October 27, 2020

        Requested Time:    4:00 P.M., Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Biodesix, Inc. (the “Company”), hereby
requests that the effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-249260 (the
“Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 P.M., Eastern Time, on October 27, 2020, or as soon thereafter as practicable or at such later
time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Samir A. Gandhi of Sidley
Austin LLP at (212) 839-5684.

Very truly yours,

/s/ Scott Hutton

Scott Hutton

President and Chief Executive Officer

Biodesix, Inc.

cc:
 Robin Harper Cowie, Biodesix, Inc.

 David Poticha, Biodesix, Inc.

 Frank F. Rahmani, Sidley Austin LLP

 Samir A. Gandhi, Sidley Austin LLP

 Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

 Yasin Keshvargar, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
October 16, 2020
Scott Hutton
President and Chief Executive Officer
Biodesix, Inc.
2970 Wilderness Place, Suite 100
Boulder, CO 80301
Re:Biodesix, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 14, 2020
File No. 333-249260
Dear Mr. Hutton:
            We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Form S-1 filed October 14, 2020
Preliminary Results for the Third Quarter, page 5
1.Please address the following:
•We note that you present the results for the nine-month period ended September 30,
2020.  Please also revise to present the results for the three-month period, including a
similar breakdown between diagnostic test revenue and service revenue.  Discuss any
material trends in the third quarter preliminary results as compared to the second
quarter reported results.  In addition, please note that when a range is presented rather
than a specific number, the range should be sufficiently narrow to be meaningful.
Refer to Item 10(b) of Regulation S-K;
•Please revise to balance your preliminary revenue information by presenting other
measures of your performance such as operating expenses and net income (loss).  To

 FirstName LastNameScott Hutton
 Comapany NameBiodesix, Inc.
 October 16, 2020 Page 2
 FirstName LastName
Scott Hutton
Biodesix, Inc.
October 16, 2020
Page 2
the extent this information is unavailable and you are unable to provide meaningful
ranges, then please indicate this circumstance in your response and revise the
prospectus to provide qualitative disclosure, as applicable, to provide investors with
an understanding of whether you have experienced any positive or negative trends in
these areas during the three and nine month periods; and
•We note your statement that your actual results for the nine months ended
September 30, 2020 may “differ materially” from your preliminary estimates, which
at this point is limited to revenue estimates. Please remove this disclaimer, or explain
to us why this disclaimer is appropriate in the context of the estimates you present.
Material Agreements, page 155
2.We refer to Exhibits 10.29 to 10.32 and comment 15 from our comment letter dated
September 9, 2020.  Please revise to describe each of your material contracts with Bio-
Rad concerning COVID-19 testing.
            You may contact David Burton at (202) 551-3626 or Jeanne Baker at (202) 551-3691 if
you have questions regarding comments on the financial statements and related matters. Please
contact Courtney Lindsay at (202) 551-7237 or Joe McCann at (202) 551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 October 19, 2020

Via EDGAR and Federal Express

 Courtney Lindsay, Esquire

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Life Sciences

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 Biodesix, Inc.

 Registration Statement on Form S-1

 File No. 333-249260

Dear Mr. Lindsay:

 On behalf of Biodesix,
Inc. (the “Registrant”), we hereby submit the Registrant’s responses to the Staff’s letter relating to Amendment No. 2 to the Registration Statement on Form S-1, originally
confidentially submitted to the U.S. Securities and Exchange Commission (the “Commission”) on August 12, 2020, subsequently amended on a confidential basis on September 22, 2020, and publicly filed on October 2, 2020,
October 9, 2020 and October 14, 2020 (such filing dated October 14, 2020, the “Registration Statement”).

 Set
forth below are the Registrant’s responses to the comments of the Staff of the Commission on the Registration Statement, as set forth in the Staff’s letter dated October 16, 2020.

The Registrant has not filed a revised registration statement to reflect its responses to the Staff’s comments but agrees to do so in its
subsequent amendment which will include its preliminary prospectus.

 Amendment No. 2 to Form S-1 filed
October 14, 2020

 Preliminary Results for the Third Quarter, page 5

1.
 Please address the following:

•

 We note that you present the results for the nine-month period ended September 30, 2020. Please also
revise to present the results for the three-month period, including a similar breakdown between diagnostic test revenue and service revenue. Discuss any material trends in the third quarter preliminary results as compared to the second quarter
reported results. In addition, please note that when

a range is presented rather than a specific number, the range should be sufficiently narrow to be meaningful. Refer to Item 10(b) of Regulation S-K;

 The Registrant plans to revise its presentation of its preliminary results for the Third Quarter 2020 in its
forthcoming amendment to the Registration Statement to comply with the Staff’s comment. The revised range will be sufficiently narrow to be meaningful.

•

 Please revise to balance your preliminary revenue information by presenting other measures of your performance
such as operating expenses and net income (loss). To the extent this information is unavailable and you are unable to provide meaningful ranges, then please indicate this circumstance in your response and revise the prospectus to provide qualitative
disclosure, as applicable, to provide investors with an understanding of whether you have experienced any positive or negative trends in these areas during the three and nine month periods; and

The Registrant advises the Staff that it will include initial ranges for its expected operating expenses and net income (loss) in its
disclosure.

•

 We note your statement that your actual results for the nine months ended September 30, 2020 may
“differ materially” from your preliminary estimates, which at this point is limited to revenue estimates. Please remove this disclaimer, or explain to us why this disclaimer is appropriate in the context of the estimates you present.

 The Registrant will comply with the comment and modify the disclaimer from this sentence to remove the word
“materially” and the statement that the actual results may “differ materially”. Because this range is preliminary and subject to change due to the Registrant’s closing procedures, it may differ, but at this point, the
Registrant believes that it will not differ in a material manner from the range set forth in the amendment to the Registration Statement.

 Material
Agreements, page 155

2.
 We refer to Exhibits 10.29 to 10.32 and comment 15 from our comment letter dated September 9, 2020.
Please revise to describe each of your material contracts with Bio- Rad concerning COVID-19 testing.

The Registrant will comply with the comment and describe each of its material contracts with Bio-Rad
concerning the Registrant’s COVID-19 testing program in the amendment to the Registration Statement.

 Please do not hesitate to contact the undersigned at (415)
772-1256 with any questions you may have regarding this confidential submission.

Sincerely,

/s/ Frank F. Rahmani

Frank F. Rahmani

cc:
 Scott Hutton, Biodesix, Inc.

 Robin Harper Cowie, Biodesix, Inc.

 David Poticha, Biodesix, Inc.

 Samir A. Gandhi, Sidley Austin LLP

 Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

 Yasin Keshvargar, Davis Polk & Wardwell LLP

CORRESP
1
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CORRESP

 FOIA CONFIDENTIAL TREATMENT REQUEST

The entity requesting confidential treatment is:

 Biodesix, Inc.

 2970 Wilderness Place, Suite 100

 Boulder, Colorado 80301

 Telephone: (303) 417-0500

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

October 16, 2020

 VIA EDGAR AND OVERNIGHT DELIVERY

 U.S. Securities and Exchange Commission

 Office of
Healthcare and Insurance

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Courtney Lindsay

Re:
 Biodesix, Inc.

Registration Statement on Form S-1

File No. 333-249260

Ladies and Gentlemen:

 On behalf of Biodesix,
Inc. (the “Registrant”), relating to the Registrant’s Registration Statement on Form S-1, filed by the Registrant with the Commission on October 2, 2020, (File No. 333-249260), and as amended thereafter (the “Registration Statement”), we submit this supplemental letter to assist the staff (the “Staff”) of the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “Commission”) in its review of the Registrant’s position with respect to its determination of the fair value of its common stock underlying its outstanding equity
awards and the reasons for the differences between the recent valuation of its common stock and the estimated offering price for its common stock in the initial public offering (the “IPO”).

 [***] Biodesix, Inc.
requests that the information contained in this letter, marked by brackets, be treated as confidential information pursuant to 17 C.F.R. § 200.83.

  Page
 2

 Confidential Treatment Request

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Registrant’s request
for confidential treatment for selected portions of this letter. The Registrant has filed a separate copy of this letter, marked to show the portions redacted from the version filed via EDGAR and for which the Registrant is requesting confidential
treatment. In accordance with 17 C.F.R. §200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an opportunity to inspect this letter, we request that we be
immediately notified of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at least ten business days’ advance notice of any intended
release so that the Registrant may, if it deems it to be necessary or appropriate, pursue any remedies available to it. In such event, we request that you telephone the undersigned at (212) 839-5684 rather
than rely on the U.S. mail for such notice.

 Preliminary IPO Price Range

The Registrant advises the Staff that it estimates a preliminary price range of approximately $[***] per share to $[***] per share (the
“Preliminary Price Range”) for its IPO, after giving effect to a 1 share for 5.936 shares reverse stock split that the Registrant plans to implement prior to effectiveness of the Registration Statement (the “Reverse Stock
Split”). This range implies a pre-money equity valuation for the Registrant of $[***] million to $[***] million. Unless otherwise indicated, all of the share numbers and per share exercise prices and
fair values per share in this letter have not been updated to reflect the proposed Reverse Stock Split.

 The anticipated price range for
this offering is based on a number of factors, including prevailing market conditions, estimates of the Registrant’s business potential and preliminary discussions with the representatives of the underwriters for the proposed IPO (collectively,
the “Representatives”) regarding potential valuations of the Registrant, including discussions that took place during telephonic meetings between the Representatives and management of the Registrant on October 7, 2020 and
October 13, 2020. The actual bona fide price range to be included in a subsequent amendment to the Registration Statement has not yet been determined and remains subject to adjustment based on factors outside of the Registrant’s control.
However, the Registrant believes that the actual bona fide price range will be within this estimated price range. In addition, the actual price range to be included in such amendment will comply with the Staff’s interpretation regarding the
parameters of a bona fide price range.

 Summary of Recent Equity Awards

The Registrant is providing the following supplemental information to the Staff to facilitate its review process. The following table
summarizes all equity awards settled with the Registrant’s common stock, granted by the Registrant to its employees, consultants and members of the Registrant’s Board of Directors (the “Board”) since January 1, 2019,
before giving effect to the Reverse Stock Split:

 [***] Biodesix, Inc.
requests that the information contained in this letter, marked by brackets, be treated as confidential information pursuant to 17 C.F.R. § 200.83.

  Page
 3

 Grant Date

Number of
Shares
Underlying
Option Grants

Exercise
Price Per
Share

Third-Party
Valuation Date

Estimated Fair
Value Per Share of
Common Stock

 March 22, 2019

3,794,500

$
0.13

February 15, 2019

$
0.13

 April 30, 2019

50,000

$
0.13

February 15, 2019

$
0.13

 July 16, 2019

26,000

$
0.13

February 15, 2019

$
0.13

 July 16, 2019

1,356,524

$
1.15

February 15, 2019

$
0.13

 January 1, 2020

379,000

$
0.13

February 1, 2020

$
0.13

 April 1, 2020

330,826

$
1.15

February 1, 2020

$
0.13

 April 15, 2020

2,778,750

$
0.13

February 1, 2020

$
0.13

 April 15, 2020

1,252,176

$
1.15

February 1, 2020

$
0.13

 July 1, 2020

365,218

$
1.15

February 1, 2020

$
0.13

 September 14, 2020

120,500

$
0.27

July 31, 2020

$
0.27

 Historical Determinations of Fair Value of Common Stock

As there has been no public market for the Registrant’s common stock to date, the estimated fair value of its common stock has been
determined by the Board, as of the date of each option grant, with input from management, considering the Registrant’s most recent third-party valuations of its common stock and the Board’s assessment of additional objective and subjective
factors that it believed were relevant and which may have changed from the date of the most recent third-party valuation through the date of the grant. The Board considered various objective and subjective factors to determine the fair value of the
common stock as of each grant date, including:

•

 the prices at which the Registrant sold preferred stock and the superior rights and preferences of the preferred
stock relative to the common stock at the time of each grant;

•

 the progress of the Registrant’s research and development programs, including the status and results of
preclinical studies and clinical trials for the Registrant’s diagnostic tests and services;

•

 the Registrant’s stage of development and its business strategy;

•

 external market conditions affecting the healthcare industry in general, the biotechnology and pharmaceutical
industries in particular, and trends within such industries;

•

 the Registrant’s financial position, including cash on hand, and its limited historical and forecasted
performance and operating results;

•

 the lack of an active public market for the Registrant’s common stock and preferred stock;

•

 the likelihood of achieving a liquidity event, such as an IPO, in light of prevailing market conditions;

•

 the Registrant’s IPO timeline and readiness process and related activities; and

•

 an analysis of IPOs and the market performance of similar companies in the diagnostic testing sectors of the
healthcare, biotechnology and pharmaceutical industries.

 [***] Biodesix, Inc.
requests that the information contained in this letter, marked by brackets, be treated as confidential information pursuant to 17 C.F.R. § 200.83.

  Page
 4

 Third-party valuations were performed in accordance with the guidance outlined in the
American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”), which prescribes several
valuation approaches for determining the value of an enterprise, such as the cost, income and market approaches, and various methodologies for allocating the value of an enterprise to its capital structure and, specifically, its common stock.

In accordance with the AICPA Practice Guide and as described in further detail in the section of the Registration Statement entitled
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgements and Estimates—Stock-based compensation and common stock valuation” and under
“Discussion of Common Stock Valuations and Option Grants” below, the Registrant considered the following methods for allocating the enterprise value across its classes and series of capital stock to determine the estimated fair value of
the Common Stock at the valuation date.

•

 CVM. The Current Value Method (“CVM”) allocates equity by subtracting the liquidation
preference of any outstanding preferred shares considering all rights and assumed conversion behavior associated with those shares.

•

 OPM. The option pricing allocation method (“OPM”) treats common stock and preferred
stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. The Registrant factored into the valuations
the likelihood of which the Registrant would seek a merger or sale, or an IPO based on the Registrant’s status as of each valuation date. A discount for lack of marketability (“DLOM”) of the shares of common stock is then
applied to arrive at an indication of value for the shares of common stock.

•

 PWERM. Under the probability-weighted expected return method (“PWERM”) methodology,
the fair value of common stock is estimated based upon an analysis of future values for the Registrant, assuming various outcomes. The common stock value is based on the probability-weighted present value of expected future investment returns
considering each of the possible outcomes available as well as the rights of each class of stock. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and
probability weighted to arrive at an indication of value for the common stock.

•

 Hybrid. The Hybrid Method is a hybrid between the PWERM and OPM, estimating the probability-weighted value
across multiple scenarios, but using the OPM to estimate the allocation of value within one or more of those scenarios. Weighting allocations are assigned to the OPM and PWERM methods factoring possible future liquidity events.

 In order for the Board to determine the estimated fair value of the Registrant’s common stock, the Hybrid method
was utilized for the independent third-party valuations of the Registrant’s common stock as of July 31, 2020, February 1, 2020 and February 15, 2019, all discussed further below. The options to the Registrant’s non-employee board members were granted at an exercise price of $1.15 per share. This exercise price was higher than the third party valuation and the

 [***] Biodesix, Inc.
requests that the information contained in this letter, marked by brackets, be treated as confidential information pursuant to 17 C.F.R. § 200.83.

  Page
 5

corresponding estimated fair market value of our common stock of $0.13 per share at the time of such grants. The Board, as a matter of compensation policy, had determined to use a higher price
equating to the per share price paid by the investors for the most recent series of preferred stock issued by the Company (i.e. Series H Preferred Stock), notwithstanding the fair market value of the common stock which was lower than then per share
price for such series of preferred stock.

 The Registrant received a third-party valuation report of the Registrant’s common stock as
of February 15, 2019 that indicated a fair value at $0.13 per share (the “February 2019 Valuation”). The February 2019 Valuation applied the income and market approaches to determine the enterprise value of the Registrant and
then utilized the Hybrid method to allocate the total implied equity value. In allocating the total implied equity value, the February 2019 Valuation considered three scenarios: an early IPO scenario occurring that year, a late IPO scenario
occurring the following year, and other exit scenarios estimated using the OPM. In the early and late IPO scenarios, conversion of the preferred shares to common stock was assumed. Probability weighting of 5% for each the IPO scenarios was assigned
and the residual 90% probability was assigned to the OPM scenario. A discount for lack of control and lack of marketability were also applied at 40% for the OPM scenario and 20% for each the IPO scenarios. Based on these among other factors, the
fair market value and the fair value of the common stock of the Registrant as of February 1, 2019 was concluded to be $0.13 per share.

In determining the exercise price for all the 2019 grants in the table above, the Board considered input from management, the objective and
subjective criteria discussed above and the results of the most recent third-party valuation, the February 2019 Valuation, using the assumptions provided above and applied the $0.13 fair value.

The Board maintained third-party valuations, having a valuation performed on February 1, 2020, that also indicated a fair value of $0.13
per share (the “February 2020 Valuation”). The February 2020 Valuation also applied the income and market approaches to determine the enterprise value of the Registrant and then utilized the Hybrid method to allocate the total
implied equity value. In allocating the total implied equity value the February 2020 Valuation considered three scenarios: an IPO scenario, an M&A scenario, and other exit scenarios estimated using the OPM. In the IPO scenario, conversion of the
preferred shares to common stock was assumed. In the M&A scenario, total implied equity value was allocated according to the preferred liquidation preference and conversion rights. Probability weighting of 5% for the IPO scenario and 5% for the
M&A scenario was assigned and the residual probability was assigned to the OPM scenario. A discount for lack of control and lack of marketability were also applied at 35% for the OPM scenario and 20% for each of the IPO and M&A scenarios.
Based on these among other factors, the fair market value and the fair value of the common stock of the Registrant as of February 1, 2020 was concluded to be $0.13 per share.

This value did not change from the February 2019 Valuation and the Board continued to use $0.13 in determining the exercise price for all of
the 2020 awards granted prior to July 31, 2020. The third-party valuation remained the same based, in part, upon a lack of significant new development milestones achieved by the Registrant. Management’s forecasted operating results also
remained substantially unchanged from the February 2019 Valuation date through the February 2020 Valuation date.

 [***] Biodesix, Inc.
requests that the information contained in this letter, marked by brackets, be treated as confidential information pursuant to 17 C.F.R. § 200.83.

  Page
 6

 In July 2020 management identified an IPO scenario as a more likely exit strategy than a
strategic transaction due to favorable conditions in

CORRESP
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CORRESP

 United States Securities and Exchange Commission

October 13, 2020

 Page 1

 October 13, 2020

Via EDGAR and Federal Express

 Courtney Lindsay, Esquire

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Life Sciences

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 Biodesix, Inc.

 Registration Statement on Form S-1

 File No. 333-249260

Dear Mr. Lindsay:

 On behalf of Biodesix,
Inc. (the “Registrant”), we hereby submit Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”). The Registration Statement has been marked to show
all changes from the Registrant’s initial Registration Statement on Form S-1 filed on October 2, 2020 (the “Initial Registration Statement”).

Set forth below are the Registrant’s responses to the comments of the Staff of the Commission on the Initial Registration Statement, as
set forth in the Staff’s letter dated October 9, 2020. The responses follow each comment and, where applicable, include page references to the Registration Statement indicating where disclosure has been added in response to the
Staff’s comment.

 Amendment No. 2 to Registration Statement on Form S-1

Business Overview, page 2

1.
 We note your response to prior comment 4 and your revised disclosures; however it remains unclear what basis
you have to refer to the two tests as your products as opposed to Bio-Rad’s products. More specifically, your disclosures indicate that you may be packaging and marketing
Bio-Rad’s products as part of a program branded under your name. Please revise or explain in detail how you have “utilized” Bio-Rad’s technology and
intellectual property and whether you performed material research and development. Please note that we may also have additional comment once you file your agreements with Bio-Rad as exhibits to the
registration statement.

 United States Securities and Exchange Commission

October 13, 2020

 Page 2

 The Registrant has revised the disclosure throughout the Registration
Statement to clarify that the COVID-19-related diagnostic tests that are part of the Biodesix WorkSpace™
testing program are not products of the Registrant, but those of Bio-Rad’s. The Registrant has also revised the disclosure to make clear that it has commercialized these products and provided a
description of its processes from pre-launch verification and validation to ongoing development support.

 Some intellectual property that we in-license may have been developed through government funded programs..., page 63

2.
 Please revise your disclosure on page 63 to include your response to prior comment 7.

 The Registrant has revised the disclosure on page 63 in accordance with the Staff’s comment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Revenue, page 91

3.
 Please expand your disclosures to quantify the decrease in diagnostic test revenue due to impacts from the COVID-19 pandemic and the increase in revenue related to the release of two COVID-19 diagnostic tests.

The Registrant has revised the disclosure on pages 89 and 93 in accordance with the Staff’s comment.

Research and Development, page 92

4.
 Please quantify the amount of costs incurred for internal costs versus external costs and provide further
breakout of those types of costs.

 The Registrant has revised the disclosure on page 93 in accordance with the Staff’s
comment.

 Bio-Rad SARS-CoV-2
ddPCR Test, page 127

5.
 We note your response to our prior comment 11. Please further revise your disclosure here to reflect your
response and more plainly state that the publication did not report results from testing of Bio-Rad’s SARS-CoV-2 ddPCR and
that the report was from testing of another ddPCR testing product.

 The Registrant has revised the disclosure on page 130 in
accordance with the Staff’s comment.

 Platelia SARS-CoV-2 Total
Ab Test, page 127

6.
 We note your response to our prior comment 12. Please revise to disclose the n value. In light of your
response that the p-value is not known to you, please disclose whether uncertainty exists as to whether the results are statistically significant, or advise.

The Registrant has revised the disclosure on page 130 in accordance with the Staff’s comment. The Registrant respectfully submits it is using the
confidence interval to identify statistical significance instead of the p-value.

 Intellectual Property, page 136

 United States Securities and Exchange Commission

October 13, 2020

 Page 3

7.
 We note your response to our prior comment 16. Please expand your disclosure to clarify whether Bio-Rad has patent protections covering the COVID-19 diagnostic and antibody tests that you sell as part of your program.

The Registrant has revised the disclosure on page 139 in accordance with the Staff’s comment.

*                *
         *

 Please do not hesitate to contact the undersigned at (415) 772-1256 with any questions you may have regarding this filing.

 Sincerely,

/s/ Frank F. Rahmani

Frank F. Rahmani

cc:
 Scott Hutton, Biodesix, Inc.

 Robin Harper Cowie, Biodesix, Inc.

 David Poticha, Biodesix, Inc.

 Samir A. Gandhi, Sidley Austin LLP

 Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

 Yasin Keshvargar, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
October 9, 2020
Scott Hutton
President and Chief Executive Officer
Biodesix, Inc.
2970 Wilderness Place, Suite 100
Boulder, CO 80301
Re:Biodesix, Inc.
Registration Statement on Form S-1
Filed October 2, 2020
File No. 333-249260
Dear Mr. Hutton:
            We have reviewed your registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment 1 to Draft Registration Statement on Form S-1
Business Overview, page 2
1.We note your response to prior comment 4 and your revised disclosures; however it
remains unclear what basis you have to refer to the two tests as your products as opposed
to Bio-Rad's products.  More specifically, your disclosures indicate that you may be
packaging and marketing Bio-Rad's products as part of a program branded under your
name.  Please revise or explain in detail how you have "utilized" Bio-Rad's technology
and intellectual property and whether you performed material research and development.
Please note that we may also have additional comment once you file your agreements with
Bio-Rad as exhibits to the registration statement.

 FirstName LastNameScott Hutton
 Comapany NameBiodesix, Inc.
 October 9, 2020 Page 2
 FirstName LastNameScott Hutton
Biodesix, Inc.
October 9, 2020
Page 2
Some intellectual property that we in-license may have been developed through government
funded programs..., page 63
2.Please revise your disclosure on page 63 to include your response to prior comment 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenue, page 91
3.Please expand your disclosures to quantify the decrease in diagnostic test revenue due to
impacts from the COVID-19 pandemic and the increase in revenue related to the release
of two COVID-19 diagnostic tests.

Research and Development , page 92
4.Please quantify the amount of costs incurred for internal costs versus external costs and
provide further breakout of those types of costs.
Bio-Rad SARS-CoV-2 ddPCR Test, page 127
5.We note your response to our prior comment 11.  Please further revise your disclosure
here to reflect your response and more plainly state that the publication did not report
results from testing of Bio-Rad's SARS-CoV-2 ddPCR and that the report was from
testing of another ddPCR testing product.
Platelia SARS-CoV-2 Total Ab Test , page 127
6.We note your response to our prior comment 12.  Please revise to disclosure the n value.
In light of your response that the p-value is not known to you, please disclose
whether uncertainty exists as to whether the results are statistically significant, or advise.
Intellectual Property, page 136
7.We note your response to our prior comment 16.  Please expand your disclosure to clarify
whether Bio-Rad has patent protections covering the COVID-19 diagnostic and antibody
tests that you sell as part of your program.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameScott Hutton
 Comapany NameBiodesix, Inc.
 October 9, 2020 Page 3
 FirstName LastName
Scott Hutton
Biodesix, Inc.
October 9, 2020
Page 3
            You may contact David Burton at (202) 551-3626 or Jeanne Baker at (202) 551-3691 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Courtney Lindsay at (202) 551-7237 or Joe McCann at (202) 551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
September 9, 2020
Scott Hutton
President and Chief Executive Officer
Biodesix, Inc.
2970 Wilderness Place, Suite 100
Boulder, CO 80301
Re:Biodesix, Inc.
Draft Registration Statement on Form S-1
Submitted August 12, 2020
CIK No. 0001439725
Dear Mr. Hutton:
            We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Business Overview, page 1
1.With reference to your disclosures on pages 83-85, revise to highlight the impact of the
COVID-19 pandemic on your business, including with respect to product mix, costs and
revenues.
2.With reference to your disclosure in the third full paragraph on page 134, please revise
your Summary discussion of the Biodesix WorkSafe™ testing program to explain
briefly what the Emergency Use Authorization allows and the uncertain nature of its
duration.  Also, revise to clarify when the two products received this authorization and
when they were commercialized.

 FirstName LastNameScott Hutton
 Comapany NameBiodesix, Inc.
 September 9, 2020 Page 2
 FirstName LastNameScott Hutton
Biodesix, Inc.
September 9, 2020
Page 2
3.With regard to the July 23 announcement, please revise to clarify the importance of this
arrangement so that it is clear why you are highlighting this announcement in your
Summary. For instance, indicate whether you have derived material revenues to date from
the arrangement and whether it is exclusive in nature.  Also file the agreement as a
material contract or advise.  As applicable, refer to Compliance Disclosure Interpretations,
Regulation S-K, Question 146.04 for additional guidance.
4.Your Summary disclosure suggests that you developed the two COVID-19 tests, that you
own the technology, and that you hold the relevant EUAs; however, your disclosures on
pages 34-35, 37 indicate that Bio-Rad developed the tests and that they own the
technology and hold the relevant EUAs.  We further note that your March 20, 2020
and May 19, 2020 press releases indicate that you and Bio-Rad are partners and
collaborators with respect to these tests and that your disclosure on page 129 indicates that
Bio-Rad is your supplier.  Please revise to clarify or advise.
Our Market Opportunity, page 2
5.With reference to your disclosure on page 86, please revise the Summary to explain that
your revenues have historically derived primarily from your diagnostic testing business as
opposed to your services business.
We are exposed to significant future payments and other obligations associated with our
acquisitions, page 25
6.Please disclose here and at page 146 to clarify whether you have made any payments in
connection with the acquisition agreements you reference.
Some intellectual property that we in-license may have been developed through government
funded programs..., page 60
7.Please revise to identify the commercialized products that are or may be subject to march-
in rights.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the
State of Delaware will be the exclusive..., page 68
8.We note that your amended and restated certificate of incorporation will provide that the
Court of Chancery of the State of Delaware will be the exclusive forum for "substantially
all" shareholder claims, including  "any derivative action."  Please disclose whether this
provision applies to actions arising under the Securities Act or Exchange Act. In that
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder. If the
provision applies to Securities Act claims, please also revise your prospectus to state that

 FirstName LastNameScott Hutton
 Comapany NameBiodesix, Inc.
 September 9, 2020 Page 3
 FirstName LastNameScott Hutton
Biodesix, Inc.
September 9, 2020
Page 3
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.
Use of Proceeds, page 73
9.Expand your disclosure here and on page 6 to specify how much of the proceeds you
intend to allocate to each of the four purposes you list.  Also revise your disclosure
concerning the second use to indicate, as applicable, whether material proceeds
are intended to be allocated towards specific pipeline products or research efforts, such as
those described on pages 123-124.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Research and Development, page 90
10.We note the increase in your research and development expenses and that you are
currently engaged in clinical studies for certain product candidates and as well as
ongoing product innovation. Please expand your disclosure to provide more detail for
your research and development expenses for each period presented, including but not
limited to by product candidate as well as by the nature of the expenses. To the extent that
you do not track expenses by product candidate, please disclose as such.
Bio-Rad SARS-CoV-2 ddPCR Test, page 120
11.Please revise the disclosure at the top of page 121 to clarify whether the publication
reported results from testing of Bio-Rad's SARS-CoV-2 ddPCR or from testing of another
ddPCR testing product.
Platelia SARS-CoV-2 Total Ab Test, page 121
12.Please revise to disclose the p and n values applicable to the test.
Coverage and Reimbursement, page 125
13.Please revise to discuss coverage and reimbursement as it pertains to the two COVID-19
diagnostic tests.
Clinical Laboratory Operations, page 128
14.In light of your disclosure on page 85 indicating that your recently introduced COVID-19
tests will comprise a significant portion of your revenue for the remainder of 2020 and the
first quarter of 2021, please revise to clarify whether existing workflows are adequate
to delivery tests within the same 3-day and 5-day timeframes you disclose in this section.
Intellectual Property, page 129
15.Please revise to disclose the material terms of your agreements with Bio-Rad concerning

 FirstName LastNameScott Hutton
 Comapany NameBiodesix, Inc.
 September 9, 2020 Page 4
 FirstName LastName
Scott Hutton
Biodesix, Inc.
September 9, 2020
Page 4
the two diagnostic tests for COVID-19.  Also, file these agreements as exhibits to the
registration statement.
16.Discuss, as applicable, whether you hold patents that cover the COVID-19 diagnostic and
antibody tests.
Acquisition of Integrated Diagnostics, page 146
17.We note your disclosure that you may be required to pay up to $37 million in contingent
consideration to Integrated Diagnostics, Inc. and IND Funding, LLC.  Please revise to
disclose the applicable milestones or advise.
Financial Statements
Note 3 - Business Combination
Integrated Diagnostics, Inc., page F-19
18.Given the significance of the developed technology acquired, please expand your
disclosures herein or elsewhere to identify the nature of the technology and how you
determined its fair value.  Please also disclose how you assess this technology for
impairment.
19.Please disclose a qualitative description of the factors that make up the
goodwill recognized in this transaction in accordance with ASC 805-30-50-1(a).
General
20.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

            You may contact David Burton at (202) 551-3626 or Jeanne Baker at (202) 551-3691 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Courtney Lindsay at (202) 551-7237 or Joe McCann at (202) 551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences