Form 8-K

8-K — Black Diamond Therapeutics, Inc.

Accession: 0001104659-26-078847

Filed: 2026-06-29

Period: 2026-06-26

CIK: 0001701541

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Submission of Matters to a Vote of Security Holders

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8-K — tm2619324d1_8k.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant

to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 26, 2026

BLACK DIAMOND THERAPEUTICS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-39200

81-4254660

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

245 First Street, 18th Floor

Cambridge, MA

02142

(Address of principal

executive offices)

(Zip Code)

(617) 252-0848

(Registrant’s telephone number, including

area code)

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 of 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 ¨

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 26, 2026, Black Diamond Therapeutics, Inc.

(the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format via

live webcast. Proxies were solicited pursuant to the Company’s definitive proxy statement (the “Proxy Statement”) filed

on April 29, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934,

as amended. As of the close of business on April 28, 2026, the record date for the Annual Meeting, the number of shares of the Company’s

common stock, $0.0001 par value per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting was 57,301,774.

The number of shares of Common Stock present in person or by remote communication, if applicable, or represented by valid proxy at the

Annual Meeting was 44,690,495, thus establishing a quorum for the transaction of business at the Annual Meeting. Shares present virtually

during the Annual Meeting were considered shares of Common Stock represented in person at the Annual Meeting. Each share of Common Stock

was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders

were asked to vote on the following matters, which were described in detail in the Proxy Statement: (i) to elect two Class III

director nominees to the Company’s Board of Directors (the “Board”), each to serve for a three-year term until the Company’s

2029 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified, or until his or her

earlier death, resignation or removal (“Proposal No. 1”), (ii) to ratify the appointment of PricewaterhouseCoopers

LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal

No. 2”), (iii) to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers

(“Proposal No. 3”), and (iv) to approve, on a non-binding, advisory basis, the preferred frequency of future non-binding,

advisory votes to approve the compensation of the Company’s named executive officers (“Proposal 4”).

The voting results reported below are final.

Proposal No. 1

Shannon Campbell and Kapil Dhingra were duly elected

to the Board as Class III directors. The results of the stockholders’ vote with respect to the election of the Class III

directors were as follows:

CLASS III DIRECTOR NOMINEE

FOR

WITHHELD

BROKER

NON-

VOTES

Shannon Campbell

19,251,021

17,219,135

8,220,339

Kapil Dhingra

13,966,232

22,503,924

8,220,339

Proposal No. 2

The appointment of PricewaterhouseCoopers LLP

as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The

results of the stockholders’ vote with respect to such ratification were as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-

VOTES

44,421,545

117,976

150,974

Proposal No. 3

The Company’s stockholders approved the

non-binding, advisory vote on the compensation of the Company’s named executive officers. The results of the stockholders’

vote with respect to such non-binding, advisory vote were as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-

VOTES

35,071,684

1,243,945

154,527

8,220,339

Proposal No. 4

The Company’s stockholders determined that

future non-binding, advisory votes on the compensation of the Company’s named executive officers would be held every year. The results

of the stockholders’ non-binding, advisory vote with respect to the preferred frequency of future non-binding, advisory votes on

the compensation of the Company’s named executive officers were as follows:

1-YEAR

2-YEAR

3-YEAR

ABSTAIN

BROKER

NON-

VOTES

30,446,520

84,537

5,740,812

198,287

8,220,339

Based on these voting results, and the recommendation

of the Board that was included in the Proxy Statement, the Company has determined that it will hold future advisory votes on the compensation

of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future

votes on the compensation of the Company’s named executive officers.

No other matters were submitted to or voted on

by the Company’s stockholders at the Annual Meeting.

SIGNATURE

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.

BLACK DIAMOND THERAPEUTICS, INC.

Date: June 29, 2026

By:

/s/ Brent Hatzis-Schoch

Name:

Brent Hatzis-Schoch

Title:

Chief Operating Officer and General Counsel

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