Biodesix, Inc. filings document the public reporting of a Nasdaq-listed diagnostics company with common stock trading under BDSX. The company’s 8-K reports disclose operating and financial results for its Diagnostic Testing and Development Services activities, including revenue trends, gross margin, guidance, and related press-release exhibits.
Proxy materials cover annual meeting proposals, board and governance matters, and stockholder voting. Other material-event filings document capital-structure and security-holder matters, including the completed one-for-twenty reverse stock split, common stock listing details, Nasdaq minimum bid price compliance, and amendments to the company’s charter.
Biodesix, Inc. (BDSX) completed a one-for-twenty reverse stock split of its common stock effective at 12:01 a.m. ET on September 15, 2025, and began trading on a split-adjusted basis under a new CUSIP (09075X207). The reverse split was authorized by stockholders at the May 20, 2025 annual meeting permitting a split ratio between 1:2 and 1:20; the Board selected the 1-for-20 ratio on September 4, 2025 and filed the required amendment with the Delaware Secretary of State.
Separately, Biodesix filed a Certificate of Elimination with the Delaware Secretary of State effective September 12, 2025 removing the provisions of the Certificate of Designations for the previously issued Series A Non-Voting Convertible Preferred Stock. The filings referenced include a Certificate of Amendment to the charter and the Certificate of Elimination; the document is signed by the CFO and includes embedded Inline XBRL cover page data.
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.
Amendment No. 8 to a Schedule 13D reports that Jack W. Schuler and related entities now beneficially own 39,821,357 shares of Biodesix, Inc., representing approximately 26.0% of the outstanding common stock on a 152,721,438-share base. The filing shows Mr. Schuler holds or has rights to acquire 414,811 shares exercisable within 60 days, 83,152 option shares, and 331,659 settled RSUs exercisable or vesting within 60 days. The filing discloses a purchase on August 29, 2025 by the Trust of 3,488,372 shares at $0.43 per share for an aggregate $1,499,999.96 funded from Mr. Schuler's personal funds. Holdings include 24,406,546 shares in the Jack W. Schuler Living Trust and 15,000,000 shares in the Jack W. Schuler 2025 GRAT. The amendment states no other transactions in the past 60 days.
Amendment No. 8 to a Schedule 13D reports that Jack W. Schuler and related entities now beneficially own 39,821,357 shares of Biodesix, Inc., representing approximately 26.0% of the outstanding common stock on a 152,721,438-share base. The filing shows Mr. Schuler holds or has rights to acquire 414,811 shares exercisable within 60 days, 83,152 option shares, and 331,659 settled RSUs exercisable or vesting within 60 days. The filing discloses a purchase on August 29, 2025 by the Trust of 3,488,372 shares at $0.43 per share for an aggregate $1,499,999.96 funded from Mr. Schuler's personal funds. Holdings include 24,406,546 shares in the Jack W. Schuler Living Trust and 15,000,000 shares in the Jack W. Schuler 2025 GRAT. The amendment states no other transactions in the past 60 days.
Amendment No. 8 to a Schedule 13D reports that Jack W. Schuler and related entities now beneficially own 39,821,357 shares of Biodesix, Inc., representing approximately 26.0% of the outstanding common stock on a 152,721,438-share base. The filing shows Mr. Schuler holds or has rights to acquire 414,811 shares exercisable within 60 days, 83,152 option shares, and 331,659 settled RSUs exercisable or vesting within 60 days. The filing discloses a purchase on August 29, 2025 by the Trust of 3,488,372 shares at $0.43 per share for an aggregate $1,499,999.96 funded from Mr. Schuler's personal funds. Holdings include 24,406,546 shares in the Jack W. Schuler Living Trust and 15,000,000 shares in the Jack W. Schuler 2025 GRAT. The amendment states no other transactions in the past 60 days.
Insider purchase reported: Jack W. Schuler, a director and more-than-10% owner of Biodesix, Inc. (BDSX), acquired 3,488,372 shares of Biodesix common stock on 08/29/2025 at a reported price of $0.43 per share. After the purchase, Mr. Schuler is shown as beneficially owning 24,406,546 shares indirectly through the Jack W. Schuler Living Trust and an additional 15,000,000 shares indirectly through the Jack W. Schuler 2025 GRAT. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Schuler on 09/03/2025. The filing discloses Mr. Schuler serves as sole trustee for both the Living Trust and the 2025 GRAT.
Robin Harper Cowie, Biodesix (BDSX) officer reported the vesting of 3,157 restricted stock units (RSUs on 08/12/2025) representing rights to 3,157 shares, which increased the reporting persons beneficial ownership to 251,782 shares. The following day (08/13/2025) 988 shares were sold at a weighted average price of $0.4163 to cover taxes arising from the vesting, leaving 250,794 shares beneficially owned. The filing shows the reporting person holds 6,313 RSUs in total that vest in 16 quarterly installments beginning February 8, 2022 and have no expiration date.
This transaction is a routine equity compensation settlement and tax withholding sale rather than an open-market disposition for liquidity; the reporting person remains a significant shareholder and continues to hold vested shares and unvested RSUs.
Kieran O'Kane, Chief Commercial Officer of Biodesix, Inc. (BDSX), reported the vesting of restricted stock units and a small automatic sale to cover taxes. On 08/12/2025, 1,489 RSUs vested, each representing a contingent right to one share. Following vesting the filing shows 140,541 shares beneficially owned. On 08/13/2025, 476 shares were sold automatically to cover taxes at a weighted-average price of $0.4163, leaving the Reporting Person with 140,065 shares. The filing also reports 2,979 RSUs remaining outstanding that vest quarterly beginning February 8, 2022, subject to continued service, and these RSUs have no expiration date.
Biodesix, Inc. (BDSX) reporting person Gary Anthony Pestano, Chief Development Officer, had restricted stock units (RSUs) vest on 08/12/2025 that converted into 1,379 shares of common stock. The filing shows those 1,379 shares were recorded as acquired on 08/12/2025 and, to satisfy tax withholding, 442 shares were sold on 08/13/2025 at a weighted average price of $0.4163 per share (individual sale prices ranged from $0.4076 to $0.43). After these transactions, Mr. Pestano beneficially owned 157,878 shares of common stock. The RSUs vest quarterly in 16 installments beginning February 8, 2022, have no expiration date, and the sold shares were transacted automatically by the issuer's broker to cover taxes.
Chris Vazquez, Chief Accounting Officer of Biodesix, Inc. (BDSX), reported equity changes tied to vesting of restricted stock units (RSUs). On 08/12/2025 the reporting person was issued 602 RSUs, each representing a contingent right to one share of common stock; after vesting and automatic sales to cover taxes, the reporting person beneficially owned 18,603 shares. On 08/13/2025 the filing shows an automatic sale of 228 shares at a weighted average price of $0.4163 (sales occurred within a $0.4076–$0.43 range) resulting in 18,375 shares beneficially owned following the transactions. The RSUs vest in 16 successive quarterly installments beginning February 8, 2022, are generally conditioned on continued service, and have no expiration date.