EX-99.A1B 3 d523943dex99a1b.htm EX-99.(A)(1)(B) EX-99.(a)(1)(B)

Exhibit (a)(1)(B)

FORM OF ANNOUNCEMENT EMAIL TO ELIGIBLE HOLDERS

 

Subject:  

BIODESIX, INC. Offer to Exchange Eligible Options for New Options

 

To:

All Eligible Holders

 

Date:

June 23, 2023

We are pleased to announce that BIODESIX, INC. (“Biodesix,” “we,” “us” or “our”) is commencing an Offer to Exchange Eligible Options for New Options (the “Exchange Offer”) today, Friday, June 23, 2023. You are receiving this email because you are currently eligible to participate and exchange certain outstanding stock options you hold for replacement stock options with modified terms. The terms of the Exchange Offer are described in detail in the attached Offer to Exchange Eligible Options for New Options, dated June 23, 2023 (the “Offer Documents”), that has been filed with the U.S. Securities and Exchange Commission and can be accessed using the following link:

[URL to Offer Documents]

To assist you in understanding the Exchange Offer, we will be hosting an educational Zoom webinar at 1:00 p.m., Mountain Time, on Tuesday, June 27, 2023, which will provide an overview of the stock option exchange program and a summary of terms and conditions.

Additionally, you will receive a separate email via AdobeSign with an Election Form listing your “Eligible Options,” which includes all outstanding stock options granted to you with an exercise price equal to or greater than $10.00 per share. Please notify us immediately if you find any discrepancy or have any questions regarding the Eligible Options listed in your Election Form.

If you participate in the Exchange Offer, we will cancel your tendered Eligible Options and grant you one or more “New Options” with modified terms, as described in the Offer Documents. The terms of your New Options, including the exercise price, term, and vesting schedule, will be different than your Eligible Options, and in exchange for your receipt of such New Options, all corresponding Eligible Options will be irrevocably cancelled.

Please carefully read all of the Offer Documents before making any decisions regarding this Exchange Offer. To participate in the Exchange Offer, please deliver your completed and signed Election Form through AdobeSign. All other documents, communications and questions regarding the Exchange Offer should be delivered and received from our designated email account (the “Exchange Account”): equityadmin@biodesix.com. If you later decide to withdraw your election, please deliver your completed and signed Notice of Withdrawal, a copy of which is attached to this email, to the Exchange Account.

The Exchange Offer will expire at 10:00 p.m., Mountain Time, on Monday, July 24, 2023 (the “Expiration Time”). We may extend this expiration date and time in our discretion, in which case references to the “Expiration Time” shall refer to any such extended date and time. If you would like to tender Eligible Options under the Exchange Offer, Biodesix must receive your properly completed and signed Election Form by the Expiration Time. Similarly, if you would like to withdraw a prior election, Biodesix must receive your Notice of Withdrawal by the Expiration Time.

We cannot advise you on whether or not to participate in the Exchange Offer. Participation in the Exchange Offer is entirely your decision and at your discretion, and you should make the decision about whether to participate based on your personal circumstances. Biodesix recommends that you consult your tax and financial advisors to address questions regarding your decision.

This notice does not constitute an offer. The full terms of the Exchange Offer are described in the Schedule TO-I and accompanying documents, which you may access on our website at https://investors.biodesix.com/ financial-information/sec-filings or through the SEC website at www.sec.gov. Capitalized terms used but not otherwise defined in this email shall have the meanings set forth in the Offer Documents.