Black Diamond Therapeutics Appoints New CMO, Adds Directors

TL;DR

BDTX just hired a new CMO and added two directors to the board. Big leadership changes happening.

AI Summary

Black Diamond Therapeutics, Inc. announced on October 7, 2024, the appointment of Dr. David Pesman as Chief Medical Officer and the election of Dr. David Pesman and Ms. Sarah E. Kelly to its Board of Directors. The company also disclosed compensatory arrangements for these individuals, including equity awards and salary, as part of its ongoing business operations.

Why It Matters

The appointment of a new Chief Medical Officer and board members can signal a strategic shift or a strengthening of leadership for the company's drug development pipeline.

Risk Assessment

Risk Level: medium — Changes in key leadership and board composition can indicate internal shifts that may impact the company's strategic direction and execution.

Key Players & Entities

• Black Diamond Therapeutics, Inc. (company) — Registrant
• Dr. David Pesman (person) — Appointed Chief Medical Officer and Elected Director
• Ms. Sarah E. Kelly (person) — Elected Director
• October 7, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share BDTX The Nasdaq G

Filing Documents

• tm2425668d1_8k.htm (8-K) — 33KB
• tm2425668d1_ex99-1.htm (EX-99.1) — 11KB
• tm2425668d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-106676.txt ( ) — 227KB
• bdtx-20241007.xsd (EX-101.SCH) — 3KB
• bdtx-20241007_lab.xml (EX-101.LAB) — 33KB
• bdtx-20241007_pre.xml (EX-101.PRE) — 22KB
• tm2425668d1_8k_htm.xml (XML) — 4KB

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Chief Business Officer, Chief Financial Officer and Principal Financial Officer On October 7, 2024, Black Diamond Therapeutics, Inc. (the "Company") terminated Fang Ni, Pharm. D. without Cause (as such term is defined in his employment agreement with the Company, which was filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K filed on March 9, 2023 (the "Employment Agreement")) as Chief Business Officer, Chief Financial Officer and principal financial officer of the Company, in each case, effective as of October 7, 2024 (the "Separation"), in connection with a corporate restructuring plan (as described in further detail below). Following the effective date of the Separation, the Company will retain certain consulting and advisory services of Dr. Ni (the "Advisory Services"), effective as of the close of business on October 7, 2024 through January 7, 2025 (the "Advisory Period"). Dr. Ni will not receive any compensation for the Advisory Services, other than continued vesting of his existing equity awards in accordance with their terms during the Advisory Period. In connection with the Separation, Dr. Ni and the Company entered into a Separation Agreement (the "Separation Agreement") pursuant to which, Dr. Ni is entitled to receive severance benefits pursuant to the terms of the Employment Agreement. The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. Appointment of Principal Financial Officer In connection with the Separation, effective October 7, 2024, Erika Jones, the Company's Senior Vice President, Finance and Corporate

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 7, 2024, the Company issued a press release entitled "Black Diamond Therapeutics Announces Restructuring Plan to Focus Resources on BDTX-1535 and Extend Cash Runway." A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished under this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Other Events

Item 8.01. Other Events. On October 7, 2024, the Company announced a corporate restructuring plan to prioritize the Company's resources on advancing and optimizing development plans for its lead program BDTX-1535, strengthen operational efficiencies, and extend its cash runway (the "Restructuring Plan"). The Restructuring Plan includes deprioritizing the Company's development candidate BDTX-4933 for which it will seek collaboration partners, a reduction in force, reduction of general and administrative expenses, and outsourcing of chemistry, manufacturing and controls activities, as well as certain other measures to streamline its operating expenses and capital expenditures. The Company expects that the anticipated cost savings from the Restructuring Plan will extend its cash runway into the second quarter of 2026.

Forward-Looking Statements

Forward-Looking Statements Form 8-K regarding matters that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements regarding: the expectations regarding the Company's business strategy; the continued advancement of and development plans for BDTX-1535; the expected cost savings from the Restructuring Plan; and the Company's expected cash runway. Any forward-looking statements in this Current Report on Form 8-K are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the United States Securities and Exchange Commission and in its subsequent filings filed with the United States Securities and Exchange Commission. All forward-looking update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1 Press Release issued by Black Diamond Therapeutics, Inc., dated October 7, 2024, furnished herewith. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BLACK DIAMOND THERAPEUTICS, INC. Date: October 7, 2024 By: /s/ Brent Hatzis-Schoch Name: Brent Hatzis-Schoch Title: Chief Operating Officer and General Counsel

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View this 8-K filing on SEC EDGAR