Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Appointment of Dr. Kapil Dhingra as Director

On January 19, 2021, upon the recommendation of its Compensation, Nomination and Corporate Governance Committee, the Board of Directors (the "Board") of Black Diamond Therapeutics, Inc. (the "Company") appointed Kapil Dhingra 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 his earlier death, resignation or removal.

In connection with Dr. Dhingra's appointment to the Board, the Board considered Dr. Dhingra's existing relationship with the Company, including his ongoing consulting agreement described below, and determined that Dr. Dhingra is not independent under the listing standards of the Nasdaq Stock Market LLC. Dr. Dhingra was not appointed to serve on any committees at this time.

As a non-employee director, Dr. Dhingra will receive compensation, including an initial equity award for his Board service in accordance with the Company's Amended and Restated Non-Employee Director Compensation Policy. There are no arrangements or understandings between Dr. Dhingra and any other persons pursuant to which he was selected as a director. In addition, Dr. Dhingra 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.

Consulting Agreement with KAPital Consulting, LLC

The Company entered into a consulting agreement with KAPital Consulting, LLC ("KAPital"), dated as of July 1, 2017, as amended on January 1, 2020 (as amended, the "Consulting Agreement"), pursuant to which Dr. Dhingra, as the Managing Member of KAPital, provides certain consulting, advisory and other mutually agreed upon services to the Company from time to time, not to exceed eight (8) days per year. Dr. Dhingra is entitled to receive an annual retainer of $50,000, to be paid in equal quarterly installments and prorated for any partial period, in connection with the services provided pursuant to the Consulting Agreement. Following an initial two-year term, the Consulting Agreement may be automatically renewed for successive one-yearperiods, unless either party provides written notice to the other at least ninety (90) days prior to the end of the then-current one-year period that such party declines to renew the Consulting Agreement. The Consulting Agreement contains other customary terms and conditions.

On January 20, 2021, the Company issued a press release announcing Dr. Dhingra's appointment to the Board. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.


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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.       Description
99.1                Press Release issued by Black Diamond Therapeutics, Inc. on
                  January 20, 2021.

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