This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this
Amendment) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the SEC) on June 23, 2023 (as amended, the
Schedule TO), by Biodesix, Inc., a Delaware corporation (the Company), relating to the offer by the Company to certain employee optionholders to exchange certain outstanding options to purchase the
Companys common shares for new options to purchase the Companys common shares (the Exchange Offer). This Amendment should be read in conjunction with the Schedule TO and its exhibits. This Amendment is made to
amend and supplement the Offer to Exchange Eligible Options for New Options, dated June 23, 2023 (the Offer to Exchange), filed as Exhibit (a)(1)(A) to the Schedule TO and responses to certain items of the Schedule TO.
Only those items amended are reported in this Amendment. Except as specifically set forth herein, this Amendment does not modify any of the information
previously reported on the Schedule TO. You should read this Amendment together with the Schedule TO. All capitalized terms used herein have the same meanings as given in the Exchange Offer.
Amendments to the Schedule TO
In ITEM 7 (Source
and Amount of Funds or Other Consideration), the response to ITEM 7(b) (Conditions) is restated as follows:
(b) Conditions. Not applicable.
Amendments to the Offer to Exchange
The Offer to
Exchange and the corresponding Items of the Schedule TO into which such information is incorporated by reference are hereby amended as follows:
In
Section 4 (Withdrawal Rights), the third paragraph is revised as follows:
To validly withdraw tendered Eligible Options, you
must deliver to us (using the same delivery method described in Section 3) a properly completed and signed Notice of Withdrawal of Election Form (Notice of Withdrawal) during a period in which you have the right to withdraw the
tendered Eligible Options. Your tendered Eligible Options will not be considered withdrawn until we receive your properly completed and signed Notice of Withdrawal. If you miss the deadline for withdrawal but remain an Eligible Holder, we will
exchange any previously tendered Eligible Options pursuant to the Exchange Offer and your previously submitted Election Form. You may also withdraw your tendered Eligible Options pursuant to Rule 13e-4(f)(2)
under the Exchange Act if they have not been accepted by us for exchange within 40 business days from the commencement of the Exchange Offer. For purposes of the Exchange Offer, a business day means any day other than a Saturday, Sunday
or United States federal holiday and consists of the time period from 12:00 a.m. through 11:59 p.m., Mountain Time.
In Section 3 (Procedures for
Tendering Eligible Options Determination of Validity; Rejection of Eligible Options; Waiver of Defects; No Obligation to Give Notice of Defects), the fourth paragraph is revised as follows:
The Exchange Offer is a one-time offer, and we will strictly enforce the offer period,
subject only to any extension of the Expiration Time that we may grant in our sole discretion. Subject to Rule 13e-4 under the Exchange Act, we also reserve the right to generally waive any of the
conditions of the Exchange Offer or any defect or irregularity in any tender with respect to any particular Eligible Options or any particular Eligible Holder (with any such waiver to be applied consistently among all Eligible Holders).
In Section 6 (Conditions of the Exchange Offer), the first sub-bullet of the third bullet is
revised as follows:
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there will have occurred: |
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any general suspension of trading in securities on any national securities exchange or automated quotation
system or in the over-the-counter market; |