Biodesix sets 1-for-20 reverse stock split

Biodesix, Inc. disclosed that its board of directors approved a one-for-twenty reverse stock split of its common stock.

Rhea-AI Filing Summary

Biodesix, Inc. disclosed that its board of directors approved a one-for-twenty reverse stock split of its common stock. The reverse split is expected to become effective on September 15, 2025 at 12:01 a.m. Eastern Time, and the shares are expected to begin trading on a split-adjusted basis at market open that same day.

At the effective time, every 20 shares of Biodesix common stock issued and outstanding will automatically convert into 1 share of common stock. Stockholders will receive cash in lieu of fractional shares, based on the Nasdaq closing price on the last trading day before the effective date. Biodesix will make proportionate adjustments to shares underlying outstanding equity awards, shares issuable under equity incentive plans and other agreements, and to the number of shares and exercise prices of its outstanding warrants to reflect the reverse split.

Insights

Capital structure analyst

Biodesix is consolidating its share count via a 1-for-20 reverse split, with proportional adjustments across awards and warrants.

The company’s board approved a one-for-twenty reverse stock split, meaning every 20 existing common shares will convert into 1 share at the effective time on September 15, 2025. Trading is expected to begin on a split-adjusted basis at market open that day, which primarily affects the share price and share count, rather than underlying business operations.

Holders who would otherwise end up with fractional shares will receive cash based on the Nasdaq closing price on the last trading day before the effective date. Biodesix will also make proportionate adjustments to the number of shares and exercise or conversion prices for outstanding equity awards, equity incentive plans, other agreements, and warrants. The overall impact on investors depends on future market pricing, but the transaction itself is a mechanical capital structure change.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Biodesix (BDSX) announce in this 8-K filing?

Biodesix announced that its board of directors approved a one-for-twenty reverse stock split of its common stock, with trading on a split-adjusted basis expected to begin on September 15, 2025.

How will the Biodesix (BDSX) reverse stock split work for shareholders?

At the effective time, every 20 shares of Biodesix common stock issued and outstanding will be automatically converted into 1 share of common stock, consolidating the share count without changing a holder’s overall proportional ownership aside from rounding.

What happens to fractional shares in the Biodesix reverse stock split?

Stockholders who would be entitled to fractional shares will instead receive cash in lieu of fractional shares, calculated as the fraction multiplied by the closing price of Biodesix common stock on Nasdaq on the last trading day before the effective date.

When does the Biodesix (BDSX) reverse stock split become effective?

The reverse stock split is expected to become effective on September 15, 2025 at 12:01 a.m. Eastern Time, with shares expected to trade on a split-adjusted basis at market open that same day.

How will Biodesix equity awards and incentive plans be affected by the reverse split?

Biodesix states that proportionate adjustments will be made to the number of shares of common stock underlying outstanding equity awards and the number of shares issuable under equity incentive plans and other agreements, as well as to applicable exercise or conversion prices.

What happens to Biodesix warrants in the reverse stock split?

The company explains that its outstanding warrants to purchase common stock will be proportionately adjusted to reflect the reverse stock split, including both the number of shares purchasable upon exercise and the exercise prices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/11/2025 - 08:00 AM Learn about SEC filing dates

BIODESIX INC CO false 0001439725 0001439725 2025-09-11 2025-09-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

September 11, 2025

Date of Report (Date of earliest event reported)

Biodesix, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39659		20-3986492
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

919 West Dillon Rd.
Louisville, CO		80027
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 417-0500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share		BDSX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On September 11, 2025, Biodesix, Inc., a Delaware corporation (the “Company”), issued a press release announcing that its board of directors has approved a one-for-twenty reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 (“Common Stock”). A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

The Reverse Stock Split is expected to become effective on September 15, 2025 as of 12:01 a.m. Eastern Time (the “Effective Time”), with shares to begin trading on a split-adjusted basis at market open on September 15, 2025. In connection with the Reverse Stock Split, every 20 shares of the Company’s Common Stock issued and outstanding as of the Effective Time will be automatically converted into one share of the Company’s Common Stock. The Company’s stockholders will be entitled to receive the cash value equal to the fraction to which the stockholder would otherwise be entitled, multiplied by the closing price of the Common Stock, as reported by Nasdaq, on the last trading day prior to the effective date of the Reverse Stock Split.

As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company’s equity incentive plans, and other existing agreements, as well as the exercise or conversion price, as applicable. Additionally, when the Reverse Stock Split becomes effective, the Company’s outstanding warrants to purchase shares of the Company’s Common Stock will be proportionately adjusted to reflect the Reverse Stock Split, including the number of shares purchasable upon exercise of such warrants and/or their exercise prices.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated September 11, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 11, 2025				BIODESIX, INC.
				By:		/s/ Robin Harper Cowie
				Name:		Robin Harper Cowie
				Title:		Chief Financial Officer