What changed in this filing

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Item 9A. Controls and Procedures

2024-03-12 compared with 2023-03-09 · 34 added, 23 removed, 104 unchanged (35% of the section changed)

13 unchanged sentences

Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2023.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting.

We are not required to have, nor have we engaged our independent registered public accounting firm to perform, an audit on our internal control over financial reporting pursuant to the rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

1 unchanged sentence

Other Information

Amended and Restated By-laws

On March 7, 2024, our Board approved and adopted the Company’s Second Amended and Restated By-laws (“By-laws”), which became effective immediately.

The By-laws supersede and replace in their entirety the Company’s Amended and Restated By-laws in effect immediately prior to effectiveness of the By-laws.

The By-laws, among other things:

• clarify and update the procedural mechanics for meetings of stockholders and specify the powers of the Board and the chair of a stockholder meeting to regulate conduct at a meeting;

• make certain updates to the procedures and disclosure requirements in the advance notice Bylaw provisions for director nominations made and business proposals submitted by stockholders;

• reflect recent amendments and updates to the Delaware General Corporation Law;

• incorporate certain other administrative, technical, clarifying and conforming changes.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

Executive Compensation

The information required under this item is incorporated by reference to the information in our Proxy Statement for our 2023 Annual Meeting of Stockholders, which we will file with the SEC within 120 days of the end of the fiscal year to which this Annual Report relates.

The information required under this item (excluding the information under the subheading “Pay Versus Performance”) is incorporated by reference to the information in our Proxy Statement for our 2024 Annual Meeting of Stockholders, which we will file with the SEC within 120 days of the end of the fiscal year to which this Annual Report relates.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

15 unchanged sentences

001-39200) filed on February 3, 2020 )

Amended and Restated By-laws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K (File No.

001-39200) filed on February 3, 2020)

Second Amended and Restated By-laws of the Registrant

Second Amended and Restated Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated November 25, 2019 (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 (File No.

2 unchanged sentences

333-235789) filed on January 3, 2020)

4.3 Description of Securities (incorporated by reference to Exhibit 4.4 of the Registrant’s Annual Report on Form 10-K (File No.

001-39200) filed on March 24, 2020)

4.3* Description of Securities

2017 Employee, Director and Consultant Equity Incentive Plan, as amended and restated, and forms of award agreements thereunder (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 (File No.

4 unchanged sentences

333-235789) filed on January 3, 2020)

10.4# 2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1/A (File No.

333-235789) filed on January 21, 2020)

10.4#* 2020 Employee Stock Purchase Plan, as amended

10.5# Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 of the Registrant’s Registration Statement on Form S-1 (File No.

2 unchanged sentences

333-235789) filed on January 3, 2020)

10.7# Employment Agreement between the Registrant and David M.

Epstein, Ph.D.

(incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 (File No.

333-235789) filed on January 3, 2020 )

10.7# Employment Agreement between the Registrant and Brent Hatzis-Schoch (incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1 (File No.

4 unchanged sentences

001-39200) filed on August 9, 2022)

10.11#* Employment Agreement between the Registrant and Elizabeth Montgomery

10.10# Employment Agreement between the Registrant and Elizabeth Montgomery (incorporated by reference to Exhibit 10.1 1 of the Registrant’s Annual Report on Form 10- K (File No.

001-39200) filed on March 9, 2023 )

10.11#* Employment Agreement between the Registrant and Melanie Morrison

10.12# Employment Agreement between the Registrant and Fang Ni, as amended by Amendment No.

1 to the Employment Agreement between the Registrant and Fang Ni

10.13#* Amended and Restated Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q (File No.

001-38501) filed on May 11, 2022)

1 to the Employment Agreement between the Registrant and Fang Ni (incorporated by reference to Exhibit 10.1 2 of the Registrant’s Annual Report on Form 10-K (File No.

001-39200) filed on March 9, 2023)

10.13# Employment Agreement between the Registrant and Mark A.

Velleca (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (File No.

001-39200) filed on September 18, 2023)

10.14# Separation Agreement between the Registrant and David Epstein, dated as of September 17, 2023 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (File No.

001-39200) filed on September 18, 2023)

10.15#+* Amended and Restated Non-Employee Director Compensation Plan, effective February 14, 2024

10.16+ Lease Agreement, dated as of July 24, 2020, by and between RREEF America REIT II Corp.

1 unchanged sentence

001-39200) filed on August 11, 2020)

21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Registrant’s Registration Statement on Form S-1 (File No.

333-235789) filed on January 3, 2020)

21.1* Subsidiaries of the Registrant

23.1* Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

3 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1* Black Diamond Therapeutics, Inc.

Compensation Recovery Policy

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

18 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose individual signature appears below hereby authorizes and appoints David M.

Epstein and Brent Hatzis-Schoch, and each of them, with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose individual signature appears below hereby authorizes and appoints Mark A.

Velleca and Brent Hatzis-Schoch, and each of them, with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 12th day of March, 2024.

Signature Title

Epstein President, Chief Executive Officer and Director

Velleca President, Chief Executive Officer, Chairman and Director

(Principal Executive Officer)

1 unchanged sentence

(Principal Financial Officer)

/s/ Erika Jones Vice President, Finance and Corporate Controller

/s/ Erika Jones Senior Vice President, Finance and Corporate Controller

(Principal Accounting Officer)

Velleca Chairman and Director

/s/ Ali Behbahani Director

5 unchanged sentences

Menzel Director

/s/ Rajeev Shah Director

/s/ Kapil Dhingra Director

1 unchanged sentence

/s/ Wendy Dixon Director

Epstein Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures