Security  

Type  

Maximum
Aggregate
Offering

Price

Fee

Rate

Common Stock,

par value

$0.0001 per

share (3)

Carry  

Forward  

Securities  

Common
Stock,

par value
$0.0001 per
share

The amount to be registered consists of up to $500,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants and/or units. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of debt securities, common stock, preferred stock or units as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities.

The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended.

Including such indeterminate amount of common stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.

Including such indeterminate amount of preferred stock as may be issued from time to time at indeterminate prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.

Including such indeterminate principal amount of debt securities as may be issued from time to time at indeterminate prices or upon exercise of warrants registered hereby, as the case may be.

Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of common stock, preferred stock, debt securities, or units registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.

Each unit will be issued under a unit agreement and will represent an interest in two or more securities registered pursuant to this registration statement, which may or may not be separable from one another. Because the units will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.

The registrant previously paid a fee of $16,365 related to $150,000,000 of the registrant’s shares of common stock that may be issued and sold under a certain sales agreement with Jefferies LLC pursuant to a prospectus supplement filed by the Registrant on February 1, 2021. Of such shares of common stock, $150,000,000 remain unsold, and the registration fee in the amount of $16,365 related thereto is applied to the registrant’s total registration fee. Accordingly, the registrant is paying the registration fee due less the $16,365 that was previously paid, or $38,735.

Pursuant to 415(a)(6) under the Securities Act, the securities registered pursuant to this Registration Statement include unsold securities previously registered by the Registrant on the Registrant’s Automatic Shelf Registration Statement on Form S-3 (File No. 333-252627), originally filed on February 1, 2021 (the “Prior Registration Statement”) and the prospectus supplement filed at the same time (the “Prospectus Supplement”). The Prior Registration Statement and Prospectus Supplement registered the offer and sale of up to $150,000,000 in shares of the Registrant’s common stock, all of which remains unsold as the date of filing of this Amendment No. 1 to this Registration Statement. The Registrant has determined to include in this Registration Statement unsold securities under the Prior Registration Statement and Prospectus Supplement having an aggregate offering price of $150,000,000 (the “Unsold Shelf Securities”). Pursuant to Rule 457(b) under the Securities Act, the filing fee of $16,365 relating to the Unsold Shelf Securities under the Prior Registration Statement, which was paid under the Prior Registration Statement, will continue to be applied to the Unsold Shelf Securities registered pursuant to this Registration Statement.

Black

Diamond

Therapeutics, Inc.