Black Diamond Therapeutics Files 8-K

TL;DR

BDTX filed an 8-K for corporate updates, votes, and financials.

AI Summary

Black Diamond Therapeutics, Inc. filed an 8-K on June 6, 2024, reporting amendments to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements/exhibits. The company, formerly Aset Therapeutics, Inc. until March 21, 2017, is incorporated in Delaware and based in Cambridge, MA.

Why It Matters

This filing indicates routine corporate actions and disclosures, including potential shareholder votes and financial updates, which are important for investors to monitor company governance and financial health.

Risk Assessment

Risk Level: low — The filing appears to be routine corporate housekeeping and does not disclose any immediate material adverse events.

Key Numbers

• 001-39200 — SEC File Number (Identifies the company's filing history with the SEC.)
• 81-4254660 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Black Diamond Therapeutics, Inc. (company) — Registrant
• Aset Therapeutics, Inc. (company) — Former company name
• March 21, 2017 (date) — Date of name change
• June 6, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Cambridge, MA (location) — Principal business address

FAQ

Key Financial Figures

• $0.0001 — ange on whichregistered Common Stock, $0.0001 par value per share BDTX The Nasdaq G

Filing Documents

• tm2416636d1_8k.htm (8-K) — 41KB
• tm2416636d1_ex3-1.htm (EX-3.1) — 10KB
• 0001104659-24-069070.txt ( ) — 228KB
• bdtx-20240606.xsd (EX-101.SCH) — 3KB
• bdtx-20240606_lab.xml (EX-101.LAB) — 33KB
• bdtx-20240606_pre.xml (EX-101.PRE) — 22KB
• tm2416636d1_8k_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years. On June 6, 2024, Black Diamond Therapeutics, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") in a virtual-only format via live webcast. As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the Company's stockholders approved an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") to limit the liability of certain officers of the Company as permitted by Delaware law, as further described in the Company's definitive proxy statement (the "Proxy Statement") filed on April 24, 2024 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The Certificate of Amendment was previously approved by the Company's Board of Directors (the "Board"), subject to approval by the Company's stockholders. On June 6, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective upon filing. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Annual Meeting was held on June 6, 2024. Proxies were solicited pursuant to the Proxy Statement. As of the close of business on April 9, 2024, the record date for the Annual Meeting, the number of shares of the Company's common stock, $0.0001 par value per share ("Common Stock"), outstanding and entitled to vote at the Annual Meeting was 52,530,334. The number of shares of Common Stock present in person or by remote communication, if applicable, or represented by valid proxy at the Annual Meeting was 46,716,888, thus establishing a quorum for the transaction of business at the Annual Meeting. Shares present virtually during the Annual Meeting were considered shares of Common Stock represented in person at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company's stockholders at the Annual Meeting. At the Annual Meeting, the Company's stockholders were asked to vote on the following matters, which are described in detail in the Proxy Statement: (i) to elect two Class I director nominees to the Board, each to serve until the Company's 2027 annual meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation or removal ("Proposal No. 1"), (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 ("Proposal No. 2") and (iii) to approve the Certificate of Amendment to limit the liability of certain of the Company's officers as permitted by Delaware law ("Proposal No. 3"). The voting results reported below are final. Proposal No. 1 Prakash Raman and Mark A. Velleca were duly elected to the Board as Class I directors. The results of the stockholders' vote with respect to the election of the Class I directors were as follows: CLASS I DIRECTOR NOMINEE FOR WITHHELD

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 3.1 Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Registrant. 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. BLACK DIAMOND THERAPEUTICS, INC. Date: June 6, 2024 By: /s/ Brent Hatzis-Schoch Name: Brent Hatzis-Schoch Title: Chief Operating Officer and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR