What changed in this filing

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Item 9A. Controls and Procedures

2025-03-06 compared with 2024-03-12 · 35 added, 32 removed, 106 unchanged (39% 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, 2024.

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.

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

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.

From time to time, our officers (as defined in Rule 16a–1(f)) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K).

During the three months ended December 31, 2024, our officers and directors took the following actions with respect to 10b5-1 trading arrangements:

On October 9, 2024 , Fang Ni , Pharm.D., our former Chief Business Officer and Chief Financial Officer , terminated a trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (the Ni 10b5-1 Plan).

The Ni 10b5-1 Plan was adopted on June 29, 2024, had a term of one year and provided for the sale of up to 40,470 shares of common stock pursuant to its terms.

No shares have been sold under the Ni 10b5-1 Plan as of the date of its termination.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

21 unchanged sentences

001-39200) filed on February 3, 2020 )

Second Amended and Restated By-laws of the Registrant

3.2 Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No.

001-39200) filed on June 6, 2024)

Second Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant ’ s Annual Repo rt on Form 10- K (Fi le No.

001-39200 ) filed on March 1 2 , 202 4)

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

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

001-39200) filed on March 12, 2024)

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, as amended

10.4# 2020 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.4 of the Registrant’s Annual Report on Form 10-K (File No.

001-39200) filed on March 12, 2024

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.

8 unchanged sentences

001-39200) filed on August 9, 2022)

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 (incorporated by reference to Exhibit 10.1 2 of the Registrant’s Annual Report on Form 10-K (File No.

10.10# Employment Agreement between the Registrant and Melanie Morrison (incorporated by reference to Exhibit 10.11 of the Registrant’s Annual Report on Form 10-K (File No.

001-39200) filed on March 12, 2024 )

10.11# Employment Agreement between the Registrant and Erika Jones, as amended by Amendment No.

1 to the Employment Agreement between the Registrant and Erika Jones, dated October 30, 2024 (incorporated by reference to Exhibit 10.12 of the Registrant’s Quarterly Report on Form 10-Q (File No.

001-39200) filed on November 5, 202 4)

10.12# Employment Agreement between the Registrant and Mark A.

1 unchanged sentence

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

10.13# Separation Agreement between the Registrant and Fang Ni, dated as of October 7, 2024 (incorporated by reference to Exhibit 10.12 of the Registrant’s Quarterly Report on Form 10-Q (File No.

001-39200) filed on November 5, 2024)

10.14#+ Amended and Restated Non-Employee Director Compensation Plan, effective February 14, 2024 (incorporated by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K (File No.

001-39200) filed on March 12, 2024)

10.15+ 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

19* Black Diamond Therapeutics, Inc.

Insider Trading Policy

21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Registrant’s Annual Report on Form 10-K (File No.

001-39200) filed on March 12, 2024)

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

4 unchanged sentences

97.1 Black Diamond Therapeutics, Inc.

Compensation Recovery Policy

Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 of the Registrant’s Annual Report on Form 10-K (File No.

001-39200) filed on March 12, 2024)

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.

24 unchanged sentences

(Principal Executive Officer)

/s/ Fang Ni Chief Business Officer and Chief Financial Officer

(Principal Financial Officer)

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

(Principal Accounting Officer)

/s/ Erika Jones Senior Vice President, Finance

(Principal Financial Officer and Principal Accounting Officer)

/s/ Ali Behbahani Director

2 unchanged sentences

Samarth Kulkarni

/s/ Alexander Mayweg Director

Alexander Mayweg

/s/ Shannon Campbell Director

Shannon Campbell

Menzel Director

1 unchanged sentence

Kapil Dhingra

/s/ Wendy Dixon Director

Epstein Director

/s/ Prakash Raman Director

Prakash Raman

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