aibioBlack Diamond Therapeutics files $500,000,000 replacement shelf with $150,000,000 ATM
Tickers BDTX
The new shelf replaces one that expires on November 22, 2025. It carries forward $400,005,680.55 of securities that remain unsold under the earlier registration.
Key facts
- Company
- Black Diamond Therapeutics, Inc. (NASDAQ: BDTX)
- News type
- Financings
- Primary source
- Black Diamond Therapeutics, Inc. S-3 (2025-11-13)
Black Diamond Therapeutics, Inc. filed a Form S-3 shelf registration statement on November 13, 2025. The filing says it replaces a prior Form S-3, File No. 333-268341, that was first filed on November 14, 2022 and expires on November 22, 2025. Under Rule 415(a)(6), the offering under the prior registration will be deemed terminated when the new one takes effect.
What the shelf covers
The base prospectus covers up to $500,000,000 of common stock, preferred stock, debt securities, warrants and units. The terms of each offering will be set out in a prospectus supplement.
A separate sales agreement prospectus covers up to $150,000,000 of common stock sold through Jefferies LLC under an Open Market Sale Agreement. Jefferies may act as sales agent or principal. The $150,000,000 is part of the $500,000,000, and any portion not sold under the agreement can be used in other offerings. The exhibit index lists the Open Market Sale Agreement as dated as of February 1, 2021, between the company and Jefferies LLC.
The sales would be at-the-market offerings as defined in Rule 415(a)(4). On November 11, 2025, the last closing price on the Nasdaq Global Select Market was $4.62 per share. The common stock trades under the symbol BDTX.
Carry-forward of unsold securities
The filing registers $400,005,680.55 of securities that remain unsold under the prior registration. Under Rule 415(a)(6), the registration fee on those unsold securities is carried forward to the new filing. The aggregate fee paid for them was $55,100. If the company sells any of them before the new shelf takes effect, it will file a pre-effective amendment to reduce the amount.
Counsel and officers
Goodwin Procter LLP of Boston is listed under "copies to" and is named to pass upon the validity of the securities. Robert E. Puopolo and Adam V. Johnson are named for the firm. Mark A. Velleca, M.D., Ph.D., president and chief executive officer, is the agent for service, and the offices are in Cambridge, Massachusetts.
The base prospectus says the names of any underwriters or agents will be set out in each prospectus supplement, together with any fees and the underwriters' own counsel.
The clinical program
The company's annual report filed in March 2025 describes a lead program, BDTX-1535, as a brain-penetrant, fourth-generation EGFR inhibitor. The report says it was being studied in a Phase 2 trial of 83 patients with EGFR-mutant non-small cell lung cancer in the second- and third-line settings, and in an investigator-sponsored trial in glioblastoma. The report said initial results from a newly diagnosed patient trial were anticipated in the second quarter of 2025.
The November filing gives a different timetable. It says the program, now called silevertinib, is being evaluated in a Phase 2 trial in recurrent and frontline EGFR-mutant disease. It says enrollment in the frontline cohort, with n=43 patients harboring non-classical EGFR mutations, was completed in July 2025. The company says it is on track to announce initial results from that cohort in the fourth quarter of 2025, and plans to seek FDA feedback on a potential registrational path in frontline disease in the first half of 2026.
The frontline readout has therefore moved from the second quarter of 2025 to the fourth quarter of 2025, and the filing reports no results from that cohort.
What the filing does not say
The filing incorporates by reference the company's most recent annual report, quarterly reports and current reports on Form 8-K, so its financial position is set out in those documents rather than in the shelf itself. The November filing says the company announced a global licensing agreement with Servier Pharmaceuticals LLC in March 2025 for its second clinical-stage asset, BDTX-4933, and received an upfront payment of $70.0 million. The annual report from March 2025 had said the company was still evaluating partnership opportunities for that program. The filing also says the company continues to explore partnership opportunities to advance silevertinib into pivotal development.
The filing's description of silevertinib as well tolerated, with durable responses in Phase 1, and as more potent than other EGFR inhibitors, is the company's own claim. It reports no Phase 2 results yet.