SecProbe.io

CORRESP
 1
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 VIA EDGAR

 December 1, 2025

 United States Securities and Exchange Commission

 Office of Life Sciences
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Jason Drory

 Re: Black Diamond Therapeutics, Inc.
Acceleration Request for Registration Statement on Form S-3
 Filed on November 13, 2025

 File
No. 333-291518

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the " Act "), Black Diamond Therapeutics, Inc. (the " Company ")
hereby requests that the effective date of the above-referenced registration statement (the " Registration Statement ")
be accelerated to December 3, 2025, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel,
Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Adam V. Johnson
at (212) 459-7072. If you have any questions regarding this request, please contact Adam V. Johnson.

 Sincerely,

 BLACK DIAMOND THERAPEUTICS, INC.

 /s/ Mark A. Velleca

 Mark A. Velleca

 President and Chief Executive Officer

 cc: Brent Hatzis-Schoch, Esq., Black Diamond Therapeutics, Inc.

 Erika Jones, Black Diamond Therapeutics, Inc.

 Robert E. Puopolo, Esq., Goodwin Procter
LLP

 Adam V. Johnson, Esq., Goodwin Procter LLP

CORRESP
1
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VIA EDGAR

November 18, 2022

United States Securities and Exchange Commission

Office of Life Sciences

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Black Diamond Therapeutics, Inc.

Acceleration Request for Registration Statement on Form S-3

File No. 333-268341

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Black Diamond Therapeutics, Inc. (the “Company”)
hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”)
be accelerated to November 22, 2022, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel,
Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration
Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Stephanie Richards at (617) 570-1927.
If you have any questions regarding this request, please contact Stephanie Richards.

    Sincerely,

    BLACK DIAMOND THERAPEUTICS, INC.

    /s/ David M. Epstein

    David M. Epstein

    President and
Chief Executive Officer

cc: Brent Hatzis-Schoch, Esq., Black Diamond Therapeutics, Inc.

 Fang Ni, Black Diamond Therapeutics, Inc.

  Erika Jones, Black Diamond Therapeutics, Inc.

  Robert Puopolo, Esq., Goodwin Procter LLP

  Stephanie Richards, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
November 17, 2022
David M. Epstein, Ph.D.
Chief Executive Officer
Black Diamond Therapeutics, Inc.
One Main Street, 14th Floor
Cambridge, MA 02142
Re:Black Diamond Therapeutics, Inc.
Registration Statement on Form S-3
Filed November 14, 2022
File No. 333-268341
Dear David M. Epstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert E. Puopolo, Esq.

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CORRESP

 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, New York 10179

Jefferies LLC

 520 Madison Avenue

New York, New York 10022

 Cowen and Company, LLC

599 Lexington Avenue

 New York, New York 10022

January 27, 2020

 United States Securities
and Exchange Commission

 Division of Corporation Finance

Mail Stop 4561

 100 F Street, N.E.

Washington, D.C. 20549

Attention:        Sonia
 Bednarowski

Dietrich King

Re:
 Black Diamond Therapeutics, Inc.

Registration Statement on Form S-1, as amended (File
No. 333-235789)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Black Diamond Therapeutics, Inc. (the “Company”) for acceleration of
the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Daylight Time, on January 29, 2020 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 under the Act, we,
as representatives of the several underwriters, wish to advise you that approximately 1,595 copies of the Preliminary Prospectus, dated January 21, 2020 and included in the above-named Registration Statement, as amended, were distributed during
the period from January 21, 2020 through the date hereof, to prospective underwriters, institutions, dealers and others.

 We, the
undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

 Very truly yours,

 J.P. MORGAN SECURITIES LLC

JEFFERIES LLC

COWEN AND COMPANY, LLC

Acting on behalf of themselves and the

several underwriters

 By:

 J.P. MORGAN SECURITIES
LLC

 By:

 /s/ David Ke

 Name: David Ke

 Title: Executive Director

 By:

 JEFFERIES LLC

 By:

 /s/ Charles L. Glazer

 Name: Charles L. Glazer

 Title: Managing Director

 By:

 COWEN AND COMPANY, LLC

By:

 /s/ Bill Follis

 Name: Bill Follis

 Title: Managing Director

 [Signature Page to UW Acceleration Request]

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CORRESP

 VIA EDGAR

January 27, 2020

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4561

100 F Street, N.E.

 Washington, D.C. 20549

Attn:    Sonia Bednarowski

Dietrich King

Re:
 Black Diamond Therapeutics, Inc.

AccelerationRequest for Registration Statement on Form S-1

File No. 333-235789

Requested Date:         January 29, 2020

Requested Time:        4:00 p.m. Eastern Standard Time

Dear Ms. Bednarowski and Mr. King:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Black Diamond Therapeutics, Inc. (the
“Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to January 29, 2020, at 4:00 p.m., Eastern Time, or as soon
thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

 Once the Registration Statement is effective, please orally confirm the event with our
counsel, Goodwin Procter LLP by calling Marishka DeToy at (617) 570-1926. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the
“Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Marishka DeToy, by facsimile to (617) 321-4360.

[Remainder of page left intentionally blank]

 If you have any questions regarding this request, please contact Marishka DeToy of Goodwin
Procter LLP at (617) 570-1926.

 Sincerely,

BLACK DIAMOND THERAPEUTICS, INC.

 /s/ David M. Epstein

 David M. Epstein

 President and
Chief Executive Officer

cc:
 Thomas Leggett, Chief Financial Officer, Black Diamond Therapeutics, Inc.

Robert E. Puopolo, Esq., Goodwin Procter LLP

CORRESP
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CORRESP

 January 21, 2020

VIA EDGAR AND FEDERAL EXPRESS

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4561

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Sonia Bednarowski and Dietrich
King

Re:
 Black Diamond Therapeutics, Inc.

Registration Statement on Form S-1

Filed January 3, 2020

File No. 333-235789

Dear Ms. Bednarowski and Mr. King:

This letter is submitted on behalf of Black Diamond Therapeutics, Inc. (the “Company”) in response to the comment of the staff
of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form
S-1, filed on January 3, 2020 (the “Registration Statement”), as set forth in the Staff’s letter, dated January 10, 2020, addressed to David M. Epstein (the “Comment
Letter”). The Company is concurrently submitting Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which includes changes to reflect the response to the Staff’s comment and
other updates.

 For reference purposes, the text of the Comment Letter has been reproduced herein with the response below the numbered
comment. For your convenience, we have italicized the reproduced Staff comment from the Comment Letter. The page reference in the description of the Staff’s comment refers to the Registration Statement, and the page reference in the response
refers to Amendment No. 1. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Amendment No. 1.

The response provided herein is based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter
via EDGAR, we are sending via Federal Express four (4) copies of each of this letter and Amendment No. 1 (marked to show changes from the Registration Statement).

Registration Statement on Form S-1

Risk factors

 Risks related to this offering and
ownership of our common stock

 Our bylaws to be effective upon the consummation of this offering, page 82

1.
 Please revise here to clarify that this provision does not apply to any causes of action arising under the
Securities Act.

 United States Securities and Exchange Commission

January 21, 2020

  Page
 2

 RESPONSE: The Company respectfully advises the Staff that it has revised the
disclosure on page 82 of Amendment No. 1 in response to the Staff’s comment.

 *   *
*   *

 If you should have any questions regarding the enclosed matters, please contact the undersigned at (617) 570-1393.

Sincerely,

 /s/ Robert E. Puopolo

Robert E. Puopolo, Esq.

cc:
 David M. Epstein, Black Diamond Therapeutics, Inc.

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 Goodwin Procter LLP

 100 Northern Avenue

Boston, MA 02210

 goodwinlaw.com

+1 617 570 1000

 FOIA CONFIDENTIAL TREATMENT REQUEST

The entity requesting confidential treatment is

 Black Diamond
Therapeutics, Inc.

 139 Main Street, Suite 301

 Cambridge, MA
02142

 Telephone: 617-252-848

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

January 13, 2020

 VIA EDGAR AND OVERNIGHT DELIVERY

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Mail Stop 4561

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Sonia Bednarowski and Dietrich
King

Re:
 Black Diamond Therapeutics, Inc.

 Registration Statement on Form S-1

 File No. 333-235789

 CIK No. 0001701541

Rule 83 Confidential Treatment Request by Black Diamond Therapeutics, Inc.

Ladies and Gentlemen:

 On behalf of Black Diamond Therapeutics,
Inc. (the “Company”), in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received

 CONFIDENTIAL TREATMENT
REQUESTED BY BLACK DIAMOND THERAPEUTICS, INC.

 January 13, 2020

  Page
 2

by letter dated September 18, 2019 (the “Original Comment Letter”) relating to the Company’s Registration Statement on Form S-1,
originally confidentially submitted to the Commission on August 23, 2019, resubmitted to the Commission on October 7, 2019, October 30, 2019 and December 13, 2019 and subsequently publicly filed by the Company with the Commission
on January 3, 2020 (File No. 333-235789) (the “Registration Statement”), we submit this supplemental letter to further address comment 6 of the Original Comment Letter.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential
treatment for selected portions of this letter. The Company has concurrently filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of
the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations.

We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with the offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of Regulation C, and the actual price range to be
included in such amendment which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

 The Company
expects to reflect the Stock Split (as defined below) in a pre-effective amendment to the Registration Statement that includes the estimated Preliminary Price Range; however, all dollar amounts and per share
amounts in this letter are pre-Stock Split, and therefore, consistent with the Registration Statement.

 The
Company respectfully requests that the bracketed information contained in this letter be treated as confidential information pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §200.8, and that the Commission provide timely notice to
Brent Hatzis-Schoch, Chief Operating Officer and General Counsel, Black Diamond Therapeutics, Inc., 139 Main Street, Suite 301, Cambridge, MA 02142 before it permits any disclosure of the bracketed information
in this letter.

 For the convenience of the Staff, we have recited the prior comment from the Staff in the Original Comment Letter in italicized type
and have followed the comment with the Company’s response.

 6. Once you have an estimated offering price or range, please explain to us the reasons
for any differences between the recent valuations of your common stock leading up to the initial public offering and the estimated offering price. This information will help facilitate our review of your accounting for equity issuances including
stock compensation and beneficial conversion features.

 CONFIDENTIAL TREATMENT
REQUESTED BY BLACK DIAMOND THERAPEUTICS, INC.

 January 13, 2020

  Page
 3

 The Company respectfully submits the below additional information to assist the Staff in its review of the
Company’s position with respect to its determination of the fair value of its common stock underlying its outstanding equity awards and the reasons for the differences between the recent valuation of its common stock and the estimated offering
price for its initial public offering (“IPO”).

 Preliminary IPO Price Range

The Company advises the Staff that it estimates a preliminary price range of approximately $[***] to $[***] per share (the “Preliminary Price
Range”) for its IPO, before giving effect to a reverse stock split that the Company plans to implement prior to effectiveness of the Registration Statement (the “Stock Split”), resulting in a midpoint of the Preliminary
Price Range of $[***] per share (the “Midpoint Price”). The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the Staff’s interpretation regarding the parameters
of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control. However, the Company believes that the foregoing indicative price range will not be subject to
significant change.

 Determining the Fair Value of Common Stock Prior to the IPO

As there has been no public market for the Company’s common stock to date, the estimated fair value of its common stock has been determined by the
Company’s board of directors (the “Board”) as of the date of each option grant. As part of this determination, the Board took into consideration the Company’s third-party valuations of its common stock and the Board’s
assessment, with input from management, of additional objective and subjective factors that it believed were relevant. These factors may have changed from the date of the applicable third-party valuation through the date of the grant. As disclosed
in the Registration Statement, the Company’s most recent third-party valuations of its common stock were prepared as of August 31, 2018, December 21, 2018, June 12, 2019, July 30, 2019, September 9, 2019 and
November 12, 2019. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company
Equity Securities Issued as Compensation and were prepared using either an Option Pricing Method (“OPM”) or a hybrid method, both of which used market approaches to estimate enterprise value. The hybrid method is a combination
of Probability-Weighted Expected Return Method (“PWERM”) and OPM. The PWERM considers scenarios where the entity has forecasted one or more near-term exits (like IPO exit) with certainty, whereas, the OPM considers the scenarios
where the specific future liquidity events cannot be forecasted with certainty except the exits which are modeled under PWERM.

 CONFIDENTIAL TREATMENT
REQUESTED BY BLACK DIAMOND THERAPEUTICS, INC.

 January 13, 2020

  Page
 4

 The OPM treats common stock and preferred stock as call options on the total equity value of a company, with
exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Lastly, a discount for lack of marketability (“DLOM”) on the common stock is then applied to
arrive at an indication of value for the common stock on non-marketable basis.

 On the other hand, the PWERM is a
scenario-based methodology that estimates the fair value of common stock based upon an analysis of future values for the company assuming various outcomes. The common stock value is based on the probability-weighted present value of expected future
investment returns considering each of the possible outcomes available as well as the rights of each class of stock. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted
discount rate and probability weighted to arrive at an indication of value for the common stock on non-marketable basis after applying DLOM on common stock value.

The Company’s most recent third-party valuations, which were used, in part, by the Company’s Board to determine the fair value of the Company’s
common stock as of the grant date of each option award, were based on the possibility of a future IPO scenario and on the Company’s recent transactions. The equity value of the Company in each IPO scenario was determined using market
approaches. The IPO scenario assumed that all shares of preferred stock would convert into shares of common stock and would no longer have the liquidation preferences and preferential rights attributable to the preferred stock as compared to the
common stock prior to the IPO. Each valuation probability-weighted the future event scenarios based on the Company’s assessment of its development pipeline and market conditions at that time. For the IPO scenario, the Company then applied DLOM,
determined by a put option analysis that considered the timing of a future IPO scenario. Key assumptions used by the Company in its most recent valuations were as follows:

IPO Scenario

Sale Scenario

Recent Transaction Method

 Valuation Date

Probability
Weighting

DLOM

Probability
Weighting

DLOM

Probability
Weighting

DLOM

Indicated Fair
Value per
Share of
Common Stock

 August 31, 2018

N/A

N/A

N/A

N/A

100
%

47.0
%

$
0.24

 December 21, 2018

10.0
%

15.0
%

N/A

N/A

90.0
%

30.0
%

$
1.06

 June 12, 2019

15.0
%

7.50
%

N/A

N/A

85.0
%

30.0
%

$
1.37

 July 30, 2019

30.0
%

7.50
%

N/A

N/A

70.0
%

30.0
%

$
2.13

 September 9, 2019

55.0
%

5.00
%

N/A

N/A

45.0
%

25.0
%

$
3.60

 November 12, 2019

65.0
%

5.00
%

N/A

N/A

35.0
%

20.0
%

$
3.60

 CONFIDENTIAL TREATMENT
REQUESTED BY BLACK DIAMOND THERAPEUTICS, INC.

 January 13, 2020

  Page
 5

 The increase in the fair value of the common stock from the August 31, 2018 valuation to the
December 21, 2018 valuation was driven principally by the Company’s scientific progress, the closing of the Series B Preferred Share financing and initial preparations taken in connection with the contemplation of an IPO. The increase in
the fair value of the common stock from December 21, 2018 to June 12, 2019 was driven primarily by additional scientific developments that supported progress toward a first milestone closing of the Series B financing and additional
progress toward the commencement of an IPO. The increase in the fair value of the common stock from June 12, 2019 to July 30, 2019 was driven primarily by additional scientific developments that supported further progress toward a first
milestone closing of the Series B financing and additional progress toward the commencement of an IPO. The increase in the fair value of the common stock from July 30, 2019 to September 19, 2019 was driven primarily by scientific progress
which resulted in the funding of the first milestone closing of the Series B Preferred Shares, the initial confidential submission of a Registration Statement on Form S-1 with the Securities and Exchange
Commission and the investor interest in a mezzanine financing round (Series C Preferred Shares). There was no increase in the fair value of the common stock from September 9, 2019 to November 12, 2019 due to no material updates to the
value drivers considered in prior valuation analyses.

 The Board relied, in part, on the results of (i) the August 31, 2018 valuation in its
determination of the fair value of common stock of $0.24 per share as of September 13, 2018, (ii) the August 31, 2018 valuation in its determination of the fair value of common stock of $0.24 per share as of October 8, 2018, (iii) the
December 21, 2018 valuation in its determination of the fair value of common stock of $1.06 per share as of March 4, 2019, (iv) the December 21, 2018 valuation in its determination of the fair value of common stock of $1.06 per share
as of June 12, 2019, (v) the July 30, 2019 valuation in its determination of the fair value of common stock of $2.13 per share as of August 8, 2019, (vi) the July 30, 2019 valuation in its determination of the fair value of
common stock of $2.13 per share as of August 14, 2019, (vii) the September 9, 2019 valuation in its determination of the fair value of common stock of $3.60 per share as of September 9, 2019 and (viii) the November 12, 2019
valuation in its determination of the fair value of common stock of $3.60 per share as of December 5, 2019 when it granted options to employees as of the respective dates. For the options granted on June 12, 2019, our Board initially
determined that the fair value of our common stock was $1.06 per share as of the grant date. However, as discussed in the Registration Statement, the fair value of our common stock at the date of these grants was adjusted to $1.37 per share in
connection with retrospective fair value assessments based on the June 12, 2019 valuation for accounting purposes.

 CONFIDENTIAL TREATMENT
REQUESTED BY BLACK DIAMOND THERAPEUTICS, INC.

 January 13, 2020

  Page
 6

 Comparison of Most Recent Valuation and the Preliminary Price Range

As is typical in initial public offerings, the Preliminary Price Range was not derived using a formal determination of fair value, but was determined based on
discussions between the Company and the underwriters. Prior to December 19, 2019, the Company and the underwriters had not had any specific discussions regarding the Preliminary Price Range. Among the factors that were considered in setting the
Preliminary Price Range were the following:

•

 the general conditions of the securities market and the recent market prices of, and the demand for, publicly
traded common stock of comparable companies;

•

 the Company’s financial condition and prospects;

•

 estimates of business potential and earnings prospects for the Company and the industry in which it operates;

•

 valuations metrics for and recent performance of initial public offerings of companies in the biotechnology
sector; and

•

 progress and stage of development of the Company’s development programs.

The Company believes that the difference between the fair value of its common stock as of November 12, 2019 of $3.60 per share, which does not reflect
the anticipated Stock Split, and the Preliminary Price Range of $[***] to $[***] per share is the result of the factors above and the following factors and positive developments with respect to the Company’s business that occurred subsequent to
November 12, 2019, the date of the Company’s most recent determination of the fair value of its common stock.

•

 The Preliminary Price Range is based only upon a scenario in which the Company completes the IPO and is not
probability weighted, in contrast to the Company’s prior valuations of its common stock, which considered multiple potential outcomes, which would result in a lower valuation of the Company’s common stock than its IPO. In the November 2019
valuation, the probability weighting of the IPO scenario was 65.0%. If the Company had instead applied a weighting of 100% to the IPO scenario, the fair value of the Company’s common stock in the November 2019 valuation would have been $[***]
per share (before giving effect to any discount for lack of marketability or time value of money).

•

 The Preliminary Price Range necessarily assumes that the

January 10, 2020
David M. Epstein
Chief Executive Officer
Black Diamond Therapeutics, Inc.
139 Main Street
Cambridge, MA 02142
Re:Black Diamond Therapeutics, Inc.
Registration Statement on Form S-1
Filed January 3, 2020
File No. 333-235789
Dear Dr. Epstein:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Risk factors
Risks related to this offering and ownership of our common stock
Our bylaws to be effective upon the consummation of this offering , page 82
1.Please revise here to clarify that this provision does not apply to any causes of action
arising under the Securities Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

 FirstName LastNameDavid M. Epstein
 Comapany NameBlack Diamond Therapeutics, Inc.
 January 10, 2020 Page 2
 FirstName LastName
David M. Epstein
Black Diamond Therapeutics, Inc.
January 10, 2020
Page 2
statement.
            You may contact Sasha Parikh at 202-551-3627 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

October 17, 2019
David M. Epstein
Chief Executive Officer
Black Diamond Therapeutics, Inc.
139 Main Street
Cambridge, MA 02142
Re:Black Diamond Therapeutics, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted October 7, 2019
File No. 377-02808
Dear Dr. Epstein:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Our BDTX-189 program, page 4
1.We note your response to comment 3.  Please revise this section of the prospectus to
provide additional details regarding the head-to-head comparison studies that were
completed to support the comparisons detailed in the chart.  In this regard, we note that
the additional information provided on page 125 provides helpful context for investors to
understand the supporting studies and any limitations and qualifications associated with
such studies.

 FirstName LastNameDavid M. Epstein
 Comapany NameBlack Diamond Therapeutics, Inc.
 October 17, 2019 Page 2
 FirstName LastName
David M. Epstein
Black Diamond Therapeutics, Inc.
October 17, 2019
Page 2
            You may contact Sasha Parikh at 202-551-3627 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.
Please contact Donald Field at 202-551-3680 or Dietrich King at 202-551-8071 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

September 18, 2019
David M. Epstein
Chief Executive Officer
Black Diamond Therapeutics, Inc.
139 Main Street
Cambridge, MA 02142
Re:Black Diamond Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted August 23, 2019
File No. 377-02808
Dear Dr. Epstein:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Our pipleline, page 3
1.Please refer to the "Discovery," "Optimization" and "IND-enabling" columns.  Please
advise how "IND-enabling" differs from pre-clinical.  Additionally, please advise what is
the difference between "Discovery" and "Optimization."  To the extent you retain these
columns rather than just "Discovery" and "Pre-Clinical" columns, please add detailed
footnotes to the table to explain each development phase clearly so that investors can
appreciate the differences between the phases.

 FirstName LastNameDavid M. Epstein
 Comapany NameBlack Diamond Therapeutics, Inc.
 September 18, 2019 Page 2
 FirstName LastNameDavid M. Epstein
Black Diamond Therapeutics, Inc.
September 18, 2019
Page 2
2.For the BDTX-189 row in the pipeline table, please remove the "in progress" bar from the
Phase 1 column.  In this regard, we note you disclose that you plan to start a combined
Phase 1/2 clinical trial in the first half of 2020, which implies that Phase 1 testing has not
yet commenced for this drug candidate.  Please make a conforming revision to the
pipeline table in the business section of the prospectus.
Our BDTX-189 program, page 4
3.Please refer to the included chart.  We note your comparison to approved drugs, erlotinib
and osimertinib.  Please tell us on what basis you believe you are able to make these
comparisons given your pre-clinical stage and the lack of any head-to-head clinical trials
or, alternatively, delete these comparisons.
Implications of being an emerging growth company, page 8
4.Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
Use of proceeds, page 87
5.We note that the net proceeds will be used to fund the clinical development of BDTX-189
to include your planned Phase 1/2 clinical trial.  Please revise your disclosure to specify
how far in the clinical development you expect to reach with the net proceeds.
Critical accounting policies and significant judgments and estimates
Stock-based compensation
Determination of the fair value of common stock, page 108
6.Once you have an estimated offering price or range, please explain to us the reasons for
any differences between the recent valuations of your common stock leading up to the
initial public offering and the estimated offering price. This information will help facilitate
our review of your accounting for equity issuances including stock compensation and
beneficial conversion features.
Choice of forum, page 181
7.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether this provision applies to actions arising under the
Securities Act.  In that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.  If
the provision applies to Securities Act claims, please also revise your prospectus to state

 FirstName LastNameDavid M. Epstein
 Comapany NameBlack Diamond Therapeutics, Inc.
 September 18, 2019 Page 3
 FirstName LastName
David M. Epstein
Black Diamond Therapeutics, Inc.
September 18, 2019
Page 3
that there is uncertainty as to whether a court would enforce such provision and that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.  If this provision does not apply to actions arising under the
Securities Act or Exchange Act, please also ensure that the exclusive forum provision in
the governing documents states this clearly.
General
8.Please provide us mockups of any pages that include any additional pictures or graphics
to be presented, including any accompanying captions.  Please keep in mind, in
scheduling your printing and distribution of the preliminary prospectus, that we may have
comments after our review of these materials.
            You may contact Sasha Parikh at 202-551-3627 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance