8-K/A

BIODESIX INC (BDSX)

8-K/A 2026-01-12 For: 2026-01-12
View Original
Added on April 07, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

January 12, 2026Date of Report (Date of earliest event reported)

Biodesix, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware 001-39659 20-3986492
(State or other jurisdiction<br>of incorporation) (Commission<br>File Number) (I.R.S. Employer<br>Identification No.)
919 West Dillon Rd<br><br>Louisville, Colorado<br><br>(Address of Principal Executive Office) 80027<br><br>(Zip Code)
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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:

Written communication 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)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value of $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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Explanatory Note

Biodesix, Inc. (the Company) is filing this Form 8-K/A to its Current Report on Form 8-K filed on January 12, 2026 solely to recharacterize the press release announcing certain preliminary and unaudited financial results of the Company for the fourth quarter and year ended December 31, 2025 as filed rather than furnished. No other changes have been made.

Item 2.02. Results of Operations and Financial Condition.

On January 12, 2026, the Company issued a press release announcing certain preliminary and unaudited financial results of the Company for the fourth quarter and year ended December 31, 2025. A copy of the press release is included as Exhibit 99.1 to this report and is incorporated herein by reference. The information contained in this Item 2.02 of this Current Report on Form 8-K/A, including Exhibit 99.1 hereto, is being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and shall be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, to the extent specifically incorporated by reference therein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

No. Exhibit
99.1 Press Release issued by Biodesix, Inc. dated January 12, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: January 12, 2026 BIODESIX, INC.
By: /s/ Robin Harper Cowie
Name: Robin Harper Cowie
Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

img189760734_0.jpg

Biodesix Announces Preliminary Fourth Quarter and Full-Year 2025 Results (Unaudited)

Estimated Q4 2025 Revenue of $28.8 million, an increase of 41%;

Grew full-year revenue to an estimated $88.5 million, an increase of 24%;

Affirms guidance of Adjusted EBITDA positivity in Q4 2025.

LOUISVILLE, Colo., January 12, 2026 (GLOBE NEWSWIRE) – Biodesix, Inc. (Nasdaq: BDSX) (the company), a leading diagnostic solutions company, today announced its preliminary financial results for the fourth quarter and year ended December 31, 2025 (fiscal 2025). The financial results included in this release pertaining to the fourth quarter and fiscal 2025 are preliminary, unaudited, and subject to final review and adjustment.

“Biodesix finished 2025 with a strong fourth quarter delivering full year estimated revenue of $88.5 million, exceeding the top end of our increased guidance of $84-$86 million,” said Scott Hutton, Chief Executive Officer. “Throughout the year, we delivered accelerating growth in our Lung Diagnostics testing revenue, driven by an increase in test volumes and continued expansion of reimbursement. We also grew our Development Services revenue while advancing key partnerships.

2025 was another significant year for Biodesix as we presented and published new clinical and health economic data that directly support both our on-market and pipeline products. Based on our strong revenue flow-through and operating leverage, we are affirming our expectation of positive Adjusted EBITDA in the fourth quarter. I am exceptionally proud of the Biodesix team’s accomplishments in 2025 and their unwavering commitment to the healthcare professionals and the patients we serve. I look forward to building on this momentum in 2026.”

Preliminary Unaudited Fourth Quarter and Full-Year 2025 Financial Highlights

  • Total revenue is estimated to be $28.8 million and $88.5 million for the fourth quarter and fiscal 2025, respectively, an increase of 41% and 24% over the respective prior year comparable periods;
  • Lung Diagnostics revenue is estimated to be $25.2 million and $79.2 million for the fourth quarter and fiscal 2025, respectively, an increase of 47% and 22% over the respective prior year comparable periods. Test volumes were 18,000 and 62,600 for the fourth quarter and fiscal 2025, respectively, an increase of 23% and 15% over the respective prior year comparable periods. The increase in Lung Diagnostics revenue was driven by growth in test volumes, an increase in average revenue per test, and approximately $1.0 million in collections from claims older than one year. Lung Diagnostics revenue excluding claims older than one year was $24.2 million, with core organic growth of 41% over the prior year comparable period;
  • Development Services revenue is estimated to be $3.6 million and $9.3 million for the fourth quarter and fiscal 2025, respectively, an increase of 13% and 41% over the respective prior year comparable periods.
  • Cash and cash equivalents of $19.0 million as of December 31, 2025, a 14% increase over the third quarter of 2025, which is inclusive of $2.3 million in at-the-market proceeds during the quarter. Excluding the at-the-market proceeds, the cash balance was $16.7 million, an increase of $0.1 million compared with the cash balance of $16.6 million at the end of the third quarter of 2025.

The financial information above is preliminary and subject to Biodesix’s normal quarter and year-end accounting procedures and external audit by the company's independent registered public accounting firm. In addition, these preliminary unaudited results are not a comprehensive statement of the company’s financial results for the year ended December 31, 2025, should not be viewed as a substitute for full, audited financial statements prepared in accordance with generally accepted accounting principles, and are not necessarily indicative of the company’s results for any future period.

About Biodesix

Biodesix is a leading diagnostic solutions company, driven to improve clinical care and outcomes for patients. Biodesix Diagnostic Tests, marketed as Nodify Lung® Nodule Risk Assessment and IQLung® Cancer Treatment Guidance, support clinical decisions to expedite personalized care and improve outcomes for patients with lung disease. Biodesix Development Services enable the world’s leading biopharmaceutical, life sciences, and research institutions with scientific, technological, and operational capabilities that fuel the development of diagnostic tests, tools, and therapeutics. For more information, visit biodesix.com.

Trademarks: Biodesix, Biodesix Logo, Nodify Lung, and IQLung are trademarks or registered trademarks of Biodesix, Inc.

Note Regarding Forward-Looking Statements

This press release may contain forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “predict,” “potential,” “opportunity,” “goals,” or “should,” and similar expressions are intended to identify forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors. Biodesix has based these forward-looking statements largely on its current expectations and projections about future events and trends. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions. Forward-looking statements may include information concerning possible or assumed future results of operations, including descriptions of our revenues, profitability, outlook, and overall business strategy, the timing and assumptions regarding collection of revenues on projections, availability of funds and future capital, the anticipated impact and benefits of new clinical data, reimbursement coverage and research partnerships, the impact of enhanced U.S. tariffs, import/export restrictions or other trade barriers on the company and its operations and financial performance and management’s preliminary views regarding the company’s performance. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Other factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Risk Factors section of our most recent Annual Report on Form 10-K, filed March 3, 2025, or subsequent quarterly reports on Form 10-Q during 2025, as applicable. Biodesix undertakes no obligation to revise or publicly release the results of any revision to such forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement.

Media:

Natalie St. Denis

Natalie.StDenis@biodesix.com

(720) 925-9285

Investors:

Chris Brinzey

Chris.Brinzey@icrhealthcare.com

(339) 970-2843