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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options may be withdrawn at any time after the expiration of 40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
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.
FirstName LastNameFrank Rahmani Sincerely,
Comapany NameSidley Austin LLP
Division of
Corporation Finance
June 28, 2023 Page 2
FirstName LastName
Office of
Mergers & Acquisitions