UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On March 18, 2025, Black Diamond Therapeutics, Inc. (the “Company”) entered into a License Agreement (the “License Agreement”) with Servier Pharmaceuticals LLC (“Servier”). Under the terms of the License Agreement, the Company granted to Servier a worldwide license to develop and commercialize BDTX-4933, a small molecule designed by the Company to address unmet medical needs in RAF/RAS-mutant solid tumors.
Pursuant to the terms of the License Agreement, Servier will lead the development activities and the worldwide commercialization of BDTX-4933 across multiple indications, including non-small cell lung cancer, with potential applications in other solid tumors. Under the License Agreement, the Company will receive an upfront payment of $70.0 million and will be eligible to receive up to $710.0 million in development and commercial sales milestone payments, along with tiered royalties based on global net sales.
Unless earlier terminated, the term of the License Agreement continues until expiration of the last royalty term for the applicable product in the applicable country. The License Agreement is subject to customary termination provisions, including termination by a party for the other party’s uncured, material breach.
The License Agreement also includes customary representations and warranties, covenants and indemnification obligations.
The foregoing summary of the terms of the License Agreement is qualified in its entirety by reference to the full text of the License Agreement, a copy of which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2025.
Item 7.01. Regulation FD Disclosure.
On March 19, 2025, the Company issued a press release entitled “Servier and Black Diamond Therapeutics Announce Global Licensing Agreement for BDTX-4933, A Targeted Oncology Therapy” and posted an updated corporate presentation to its website at https://investors.blackdiamondtherapeutics.com/events-presentations. A copy of the press release and a copy of the corporate presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on the Form 8-K. Reference to the Company’s website is for inactive textual reference only and the content of the website should not be deemed incorporated by reference into this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Black Diamond Therapeutics, Inc., dated March 19, 2025. | |
| 99.2 | Corporate Presentation of Black Diamond Therapeutics, Inc., dated March 19, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 19, 2025 | By: | /s/ Brent Hatzis-Schoch |
| Brent Hatzis-Schoch | ||
| Chief Operating Officer and General Counsel | ||