Black Diamond Therapeutics Inc 2024年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 FOR THE FISCAL YEAR ENDED December 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 BLACK DIAMOND THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)___________________________________________ Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☒ As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate marketvalue of the registrant’s common stock held by non-affiliates of the registrant was approximately $210,171,555 based on a closingprice of $4.66 per share as quoted by the Nasdaq Global Select Market as of such date. In determining the market value of non-affiliate common stock, shares of the registrant’s common stock beneficially owned by officers, directors and affiliates have beenexcluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of February 28, 2025, the registrant had 56,662,222 shares of common stock, $0.0001 par value per share, outstanding. Documents Incorporated by Reference Part III of this Annual Report on Form 10-K (Annual Report) incorporates by reference certain information from the definitiveProxy Statement for the registrant’s 2025 Annual Meeting of Stockholders (Proxy Statement), which the registrant intends to filepursuant to Regulation 14A with the Securities and Exchange Commission (SEC) not later than 120 days after the registrant’sfiscal year ended December 31, 2024. Except with respect to information specifically incorporated by reference, the ProxyStatement is not deemed to be filed as part of this Annual Report. Summary of the Material and Other Risks Associated with Our Business Our business is subject to numerous material and other risks and uncertainties that you should be aware of inevaluating our business, including those described in Part II, Item IA. “Risk Factors” in this Annual Report. Theserisks include, but are not limited to, the following: •We are very early in our development efforts and are substantially dependent on our lead clinical-stageproduct candidate, BDTX-1535. If we are unable to advance BDTX-1535 or any of our future productcandidates through clinical development, obtain regulatory approval and ultimately commercializeBDTX-1535 or any of our future product candidates