| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
BIODESIX INC |
| (c) | Address of Issuer's Principal Executive Offices:
919 WEST DILLON RD, LOUISVILLE,
COLORADO
, 80027. |
Item 1 Comment:
This Amendment No. 10 to Schedule 13D ("Amendment No. 10") is being filed by the undersigned, pursuant to section 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on November 9, 2020 (the "Initial Schedule 13D"), as amended on January 28, 2022, on April 11, 2022, on November 23, 2022, on August 11, 2023, on April 9, 2024, on May 23, 2024, on May 20, 2025, on September 3, 2025, and on September 23, 2025 (collectively, the "Schedule 13D"), with respect to the common stock, par value $0.001 per share (the "Shares"), of Biodesix, Inc. (the "Issuer" or the "Company"), whose principal executive offices are located at 919 West Dillon Rd., Louisville, Colorado 80027. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On January 22, 2026, Mr. Schuler, through the Trust, purchased 82,465 Shares in the open market, through a broker, in multiple transactions at prices ranging from $10.675 to $11.10, inclusive, with a weighted average price of $10.9569 per Share. On January 23, 2026, Mr. Schuler, through the Trust, purchased 80,000 Shares in the open market, through a broker, in multiple transactions at prices ranging from $11.225 to $12.05, inclusive, with a weighted average price of $11.8084 per Share. On January 26, 2026, Mr. Schuler, through the Trust, purchased 20,000 Shares in the open market, through a broker, in multiple transactions at prices ranging from $11.56 to $11.99, inclusive, with a weighted average price of $11.8032 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Shares purchased at each separate price within the ranges set forth herein.
The source of funds for the purchases reported herein was Mr. Schuler's personal funds. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Mr. Schuler transitioned to the role of emeritus director of the Issuer at the Issuer's 2025 Annual Meeting of Stockholders held on May 20, 2025. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows:
As of the date hereof, Mr. Schuler may be deemed to beneficially own, in the aggregate, 2,333,945 Shares, which represents approximately 24.0% of the Shares outstanding.
Mr. Schuler's beneficial ownership consists of (i) 4,156 Shares that Mr. Schuler has the right to acquire upon exercise of options exercisable within 60 days of the date of this filing, (ii) 16,579 Shares that Mr. Schuler has the right to acquire upon settlement of vested RSUs within 60 days of the date of this filing, (iii) 1,563,210 Shares held by the Trust, representing approximately 16.1% of the Shares outstanding, and (iv) 750,000 Shares held by the GRAT, representing approximately 7.7% of the Shares outstanding.
The foregoing beneficial ownership percentages are based on a total of (i) 9,685,789 Shares outstanding, as provided by the Issuer on January 23, 2026, and, for purposes of calculating Mr. Schuler's beneficial ownership percentage, (ii) 20,735 Shares that Mr. Schuler has the right to acquire within 60 days of the date of this filing. |
| (b) | Mr. Schuler has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, the 20,735 Shares that Mr. Schuler has the right to acquire within 60 days of the date of this filing.
As sole trustee of the Trust, Mr. Schuler shares with the Trust the power to vote or direct the vote, and the power to dispose or direct the disposition of, the 1,563,210 Shares beneficially owned by the Trust.
As sole trustee of the GRAT, Mr. Schuler shares with the GRAT the power to vote or direct the vote, and the power to dispose or direct the disposition of, the 750,000 Shares beneficially owned by the GRAT. |
| (c) | The response to Item 3 of this Amendment No. 10 is incorporated by reference herein. Except as set forth in this Amendment No. 10, no transactions in the Shares have been effected by the Reporting Persons within the past 60 days. |
