CUSIP No: 09075X108
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SCHEDULE 13D
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Page 2 of 10 pages
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1
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NAMES OF REPORTING PERSONS
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Lawrence T. Kennedy, Jr. Revocable Trust UAD 6/19/01
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ohio
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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9,148,889
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9
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SOLE DISPOSITIVE POWER
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0
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|||
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10
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SHARED DISPOSITIVE POWER
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9,148,889
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,148,889
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.0% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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|||
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1. |
This percentage is based on a total of 76,495,568 Shares (as defined herein) outstanding immediately after the closing of the Issuer’s follow-on offering and related private placement of Shares on November
21, 2022, as provided by the Issuer.
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CUSIP No: 09075X108
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SCHEDULE 13D
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Page 3 of 10 pages
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1
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NAMES OF REPORTING PERSONS
|
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Lawrence T. Kennedy, Jr. Perpetuity Trust UAD 6/30/16
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
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☐
|
||||
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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8
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SHARED VOTING POWER
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4,355,914
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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4,355,914
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,355,914
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.7% (1)
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1. |
This percentage is based on a total of 76,495,568 Shares outstanding immediately after the closing of the Issuer’s follow-on offering and related private placement of Shares on November 21, 2022, as provided
by the Issuer.
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CUSIP No: 09075X108
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SCHEDULE 13D
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Page 4 of 10 pages
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1
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NAMES OF REPORTING PERSONS
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KFDI-B LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☒
|
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(b)
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☐
|
||||
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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||||
8
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SHARED VOTING POWER
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166,666
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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166,666
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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166,666
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.2% (1)
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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|||
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1. |
This percentage is based on a total of 76,495,568 Shares outstanding immediately after the closing of the Issuer’s follow-on offering and related private placement of Shares on November 21, 2022, as provided
by the Issuer.
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CUSIP No: 09075X108
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SCHEDULE 13D
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Page 5 of 10 pages
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1
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NAMES OF REPORTING PERSONS
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Lair BDSX GRAT 2022-3.2
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
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||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
||
Delaware
|
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|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
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SHARED VOTING POWER
|
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|
||
1,155,935
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|||
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||||
9
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SOLE DISPOSITIVE POWER
|
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||
0
|
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|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,155,935
|
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|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,155,935
|
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|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
1.5% (1)
|
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|
|||
|
|
||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1. |
This percentage is based on a total of 76,495,568 Shares outstanding immediately after the closing of the Issuer’s follow-on offering and related private placement of Shares on November 21, 2022, as provided
by the Issuer.
|
CUSIP No: 09075X108
|
SCHEDULE 13D
|
Page 6 of 10 pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Lawrence T. Kennedy, Jr.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
18,272 (1)
|
|
|
|||
|
|
||||
8
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SHARED VOTING POWER
|
|
|
||
14,827,404
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
18,272 (1)
|
|
|
|||
|
|
||||
10
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SHARED DISPOSITIVE POWER
|
|
|
||
14,827,404
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,845,676 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
19.4% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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|
||
IN
|
|
|
|||
|
|
1. |
This amount includes 18,272 Shares that the Reporting Person has the right to acquire within 60 days of the date of this filing.
|
2. |
This percentage is based on a total of 76,495,568 Shares outstanding immediately after the closing of the Issuer’s follow-on offering and related private placement of Shares on November 21, 2022, as provided
by the Issuer, plus 18,272 Shares that the Reporting Person has the right to acquire within 60 days of the date of this filing.
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CUSIP No: 09075X108
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SCHEDULE 13D
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Page 7 of 10 pages
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
|
i. |
Lawrence T. Kennedy, Jr. Revocable Trust UAD 6/19/01 (the “Revocable Trust”),
|
ii. |
Lawrence T. Kennedy, Jr. Perpetuity Trust UAD 6/30/16 (the “Perpetuity Trust”),
|
iii. |
KFDI-B, LLC (“KFDI-B”),
|
iv. |
Lair BDSX GRAT 2022-3.2 (the “GRAT Trust”), and
|
v. |
Lawrence T. Kennedy, Jr. (“Mr. Kennedy”).
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Item 3. |
Source and Amount of Funds or Other Consideration
|
CUSIP No: 09075X108
|
SCHEDULE 13D
|
Page 8 of 10 pages
|
(i) |
27,408 restricted stock units (“RSUs”), each one of which represents a contingent right to receive one Share, which will vest in full on March 31, 2023, generally subject to Mr. Kennedy’s continued service on
the Issuer's Board. The Shares underlying these RSUs will be issued to Mr. Kennedy following Mr. Kennedy’s separation from service to the Issuer. In the event Mr. Kennedy’s continued service on the Board terminates other than for cause,
these RSUs will vest on a prorated basis based on the number of full months of service Mr. Kennedy completed during the applicable vesting period. Accordingly, within 60 days of the date of this filing, a total of 18,272 of these RSUs would
vest on a prorated basis if Mr. Kennedy’s continued service were to terminate other than for cause; the remaining 9,136 RSUs that would not vest within 60 days of the date of this filing have been omitted from Mr. Kennedy’s beneficial
ownership as reported herein.
|
(ii) |
91,463 RSUs that will vest in full on January 3, 2024, generally subject to Mr. Kennedy’s continued service on the Issuer's Board. The Shares underlying these RSUs will be issued to Mr. Kennedy following Mr.
Kennedy’s separation from service to the Issuer. Accordingly, for purposes of this Schedule 13D filing, the 91,463 RSUs that would not vest within 60 days of the date of this filing have been omitted from Mr. Kennedy’s beneficial ownership
as reported herein.
|
(iii) |
a stock option representing the right to acquire 124,998 Shares at an exercise price of $2.05, which vests 40% on January 3, 2025, and the remaining 60% in 36 successive, equal monthly installments measured
from January 3, 2025, generally subject to Mr. Kennedy’s continued service on the Issuer's Board. Accordingly, for purposes of this Schedule 13D filing, the 124,998 Shares that would not be acquired upon the exercise of this option within
60 days of the date of this filing have been omitted from Mr. Kennedy’s beneficial ownership as reported herein.
|
Item 4. |
Purpose of Transaction
|
CUSIP No: 09075X108
|
SCHEDULE 13D
|
Page 9 of 10 pages
|
Item 5. |
Interest in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits
|
Joint Filing Agreement, dated as of January 13, 2023, by and among Lawrence T. Kennedy, Jr. Revocable Trust UAD 6/19/01, Lawrence T. Kennedy, Jr. Perpetuity Trust UAD 6/30/16, KFDI-B LLC, Lair BDSX GRAT
2022-3.2 and Lawrence T. Kennedy, Jr.
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CUSIP No: 09075X108
|
SCHEDULE 13D
|
Page 10 of 10 pages
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LAWRENCE T. KENNEDY, JR. REVOCABLE TRUST UAD 6/19/01
|
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By: /s/ Lawrence T. Kennedy, Jr.
|
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Name: Lawrence T. Kennedy, Jr.
|
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Title: Trustee
|
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LAWRENCE T. KENNEDY, JR. PERPETUITY TRUST UAD 6/30/16
|
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By: /s/ Susan Callahan
|
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Name: Susan Callahan
|
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Title: Bryn Mawr Trust Company of Delaware, Trustee
|
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LAIR BDSX GRAT 2022-3.2
|
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By: /s/ Lawrence T. Kennedy, Jr.
|
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Name: Lawrence T. Kennedy, Jr.
|
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Title: Trustee
|
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KFDI-B LLC
|
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By: /s/ Lawrence T. Kennedy, Jr.
|
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Name: Lawrence T. Kennedy, Jr.
|
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Title: Manager
|
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Lawrence T. Kennedy, Jr.
|
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/s/ Lawrence T. Kennedy, Jr.
|
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January 13, 2023
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LAWRENCE T. KENNEDY, JR. REVOCABLE TRUST UAD 6/19/01
|
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By: /s/ Lawrence T. Kennedy, Jr.
|
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Name: Lawrence T. Kennedy, Jr.
|
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Title: Trustee
|
|
LAWRENCE T. KENNEDY, JR. PERPETUITY TRUST UAD 6/30/16
|
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By: /s/ Susan Callahan
|
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Name: Susan Callahan
|
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Title: Bryn Mawr Trust Company of Delaware, Trustee
|
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LAIR BDSX GRAT 2022-3.2
|
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By: /s/ Lawrence T. Kennedy, Jr.
|
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Name: Lawrence T. Kennedy, Jr.
|
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Title: Trustee
|
|
KFDI-B LLC
|
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By: /s/ Lawrence T. Kennedy, Jr.
|
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Name: Lawrence T. Kennedy, Jr.
|
|
Title: Manager
|
|
Lawrence T. Kennedy, Jr.
|
|
/s/ Lawrence T. Kennedy, Jr.
|
|
January 13, 2023
|