UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 5, 2022
Black Diamond Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39200 | 81-4254660 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| One Main Street, 10th Floor | | |
| Cambridge, MA | | 02142 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 617-252-0848
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which
registered |
| Common Stock, $0.0001 par value per share | BDTX | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Brad Bolzon
On April 5, 2022, Brad Bolzon, Ph.D. notified Black Diamond Therapeutics, Inc. (the “Company”) of his intent to resign from the Company’s Board of Directors (the “Board”), effective immediately. Dr. Bolzon’s decision to resign from the Board was not the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.
Appointment of Wendy L. Dixon
On April 6, 2022 (the “Effective Date”), upon the recommendation of its Compensation, Nomination and Corporate Governance Committee, the Board appointed Wendy L. Dixon, Ph.D. to serve on the Board as a Class III director to hold office until the Company’s annual meeting of stockholders in 2023 or until her earlier death, resignation or removal.
In connection with Dr. Dixon’s appointment to the Board, the Board determined that Dr. Dixon is independent under the listing standards of Nasdaq. Dr. Dixon was not appointed to serve on any committees at this time.
As a non-employee director, Dr. Dixon will receive compensation, including an initial equity award for her Board service in accordance with the Company’s Second Amended and Restated Non-Employee Director Compensation Policy. Dr. Dixon is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Dixon and any other persons pursuant to which she was selected as a director. In addition, Dr. Dixon will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.
On April 7, 2022, the Company issued a press release announcing the resignation of Dr. Bolzon and the appointment of Dr. Dixon to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.
SIGNATURES
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.
| April 7, 2022 | BLACK DIAMOND THERAPEUTICS, INC. |
| | | |
| | By: | /s/ Brent Hatzis-Schoch |
| | Name: Brent Hatzis-Schoch |
| | Title: Chief Operating Officer and General Counsel |
