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
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,
FirstName LastNameScott Hutton Division of Corporation
Finance
Office of Industrial
Applications and
Comapany NameBiodesix, Inc.
Services
May 17, 2024 Page 2
cc: Samir Gandhi, Esq.
FirstName LastName