CytomX Therapeutics Inc
For the period ended Dec 31, 2023. Filed Mar 11, 2024.
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FY2023 · Filed Mar 11, 2024
CTMX$1.980.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(1)
Financial Statements:
The financial statements required by Item 15(a) are filed as part of this Annual Report on Form 10-K under Item 8 “Financial Statements and Supplementary Data.”
(2)
Financial Statement Schedules
The financial statement schedules required by Item 15(a) are omitted because they are not applicable, not required or the required information is included in the financial statements or notes thereto as filed in Item 8 of this Annual Report on Form 10-K.
(3)
Exhibits.
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · Date · Number · FiledHerewith | ||||
| 1.1 | Open Market Sale Agreement, dated as of February 27, 2020, by and between CytomX Therapeutics, Inc. and Jefferies LLC. | 10-K | 2/27/2020 | 1.1 |
| 3.1(a) | Amended and Restated Certificate of Incorporation. | 8-K | 10/19/2015 | 3.1 |
| 3.1(b) | Certificate of Amendment to Amended and Restated Certificate of Incorporation of CytomX Therapeutics, Inc. | 8-K | 6/23/2020 | 3.1 |
| 3.2 | Amended and Restated Bylaws. | 8-K | 10/19/2015 | 3.2 |
| 4.1 | Reference is made to exhibits 3.1 through 3.2. | |||
| 4.2 | Specimen Common Stock Certificate. | S-1/A | 9/28/2015 | 4.1 |
| 4.3 | Registration Rights Agreement dated as of September 29, 2017 by and between CytomX Therapeutics, Inc. and Amgen, Inc. | 10-Q | 11/7/2017 | 4.4 |
| 4.4 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | 10-Q | 8/6/2020 | 4.4 |
| 4.5 | Form of Pre-Funded Warrant | 8-K | 7/3/2023 | 4.1 |
| 4.6 | Form of Tranche Warrant | 8-K | 7/3/2023 | 4.2 |
| 10.1(a)# | 2010 Stock Incentive Plan adopted on September 21, 2010 (“2010 Plan”). | S-1 | 8/28/2015 | 10.3 |
| 10.1(b)# | Form of Stock Option Agreement under the 2010 Plan. | S-1 | 8/28/2015 | 10.4 |
| 10.2(a)# | 2011 Stock Incentive Plan, adopted on February 7, 2012, as amended (“2011 Plan”). | S-1 | 8/28/2015 | 10.1 |
| 10.2(b)# | Form of Restricted Stock Award Agreement and Option Exercise Agreement under the 2011 Plan. | S-1 | 8/28/2015 | 10.2 |
| 10.3(a)# | 2015 Equity Incentive Plan (“2015 Plan”). | S-1/A | 10/6/2015 | 10.5 |
| 10.3(b)# | Form of 2015 Plan Option Agreement under the 2015 Plan. | 10-Q | 11/23/2015 | 10.4 |
| 10.3(c)# | Form of 2015 Plan Early Exercise Option Agreement | 10-Q | 11/23/2015 | 10.5 |
| 10.3(d)# | Form of 2015 Plan Restricted Share Unit Award Grant Notice and Agreement | 10-K | 3/21/2022 | 10.3(d) |
| 10.4(a)# | 2019 Employment Inducement Incentive Plan adopted on September 18, 2019 (“2019 Plan”). | 10-Q | 11/7/2019 | 10.1 |
| 10.4(b)# | Form of Stock Option Agreement under the 2019 Plan. | 10-Q | 11/7/2019 | 10.2 |
| 10.5# | 2015 CytomX Therapeutics, Inc. Employee Stock Purchase Plan. | S-1/A | 9/28/2015 | 10.6 |
| 10.6# | Form of Indemnification Agreement by and between CytomX Therapeutics, Inc. and each of its directors and each of its executive officers. | S-1 | 8/28/2015 | 10.16 |
| 10.7# | Employment Offer Letter Agreement between CytomX Therapeutics, Inc. and Sean A. McCarthy, D. Phil, dated as of December 15, 2010. | S-1 | 8/28/2015 | 10.7 |
| 10.8# | Employment Offer Letter Agreement between CytomX Therapeutics, Inc. and Jeffrey Landau dated as of March 31, 2021. | 10-Q | 8/8/2023 | 10.3 |
| 10.9# | Amended and Restated Severance and Change of Control Agreement dated February 27, 2019, by and between CytomX Therapeutics, Inc. and Sean McCarthy. D. Phil. | 10-Q | 5/9/2019 | 10.1 |
| 10.10# | Amended and Restated Severance and Change of Control Agreement dated March 25, 2019, by and between CytomX Therapeutics, Inc. and Lloyd Rowland. | 10-Q | 5/9/2019 | 10.2 |
| 10.11# | Form of Amended and Restated Severance and Change of Control Agreement by and between CytomX Therapeutics, Inc. and each of its executive officers other than Sean A. McCarthy. | 10-Q | 8/8/2023 | 10.2 |
| 10.12(a) | Lease dated as of December 10, 2015, by and between CytomX Therapeutics, Inc. and HCP Oyster Point III LLC. | 8-K | 12/16/2015 | 10.1 |
| 10.12(b) | Sublease Agreement dated as of March 24, 2023, by and between CytomX Therapeutics, Inc and Atomic AI, Inc. | 10-Q | 5/9/2023 | 10.1 |
| 10.13(a) | Exclusive License Agreement dated as of August 19, 2010, by and between The Regents of the University of California and CytomX Therapeutics, Inc., as amended by Amendment No. 1 to Exclusive Agreement effective as of May 30, 2013 and Amendment No. 2 to Exclusive Agreement effective as of November 8, 2013. | S-1/A | 9/18/2015 | 10.21 |
| 10.13(b)†† | Amendment No.3 to Exclusive License Agreement effective as of April 2, 2019, by and between CytomX Therapeutics, Inc. and The Regents of the University of California. | 10-Q | 5/9/2019 | 10.6 |
| 10.14(a)† | Collaboration and License Agreement dated as of May 23, 2014, by and between CytomX Therapeutics, Inc. and Bristol Myers Squibb Company. | 10-Q | 11/5/2020 | 10.2 |
| 10.14(b)† | Amendment to Extend Collaboration and License Agreement, dated March 17, 2017, by and between the Company and Bristol Myers Squibb. | 10-Q | 5/5/2017 | 10.1 |
| 10.14(c)† | Amendment No 2 to Collaboration and License Agreement, as amended, dated March 17, 2017, by and between the Company and Bristol Myers Squibb, effective as of February 22, 2021. | 10-Q | 5/6/2021 | 10.2 |
|---|---|---|---|---|
| 10.14(d)† | Amendment No 3 to Collaboration and License Agreement, dated May 23, 2014, by and between the Company and Bristol Myers Squibb Company, effective as of October 11, 2022. | 10-Q | 11/8/2022 | 10.6 |
| 10.15(a)† | Co-Development and License Agreement, dated April 21, 2016, by and between CytomX Therapeutics, Inc. and AbbVie Ireland Unlimited Company. | 10-Q | 8/3/2016 | 10.1 |
| 10.15(b)† | First Amendment to the CD71 Co-Development and License Agreement by and between CytomX Therapeutics, Inc. and AbbVie Ireland Unlimited Company, dated as of October 5, 2016. | 10-Q | 11/6/2018 | 10.1 |
| 10.15(c)† | Second Amendment to the CD71 Co-Development and License Agreement by and between CytomX Therapeutics, Inc. and AbbVie Ireland Unlimited Company, effective as of March 31, 2017. | 10-Q | 11/6/2018 | 10.2 |
| 10.15(d)† | Third Amendment to the CD71 Co-Development and License Agreement by and between CytomX Therapeutics, Inc. and AbbVie Ireland Unlimited Company, effective as of January 3, 2018. | 10-Q | 11/6/2018 | 10.3 |
| 10.15(e)† | Amended and Restated Discovery Collaboration and License Agreement, dated as of June 28, 2019, by and between CytomX Therapeutics, Inc., and AbbVie Ireland Unlimited Company. | 10-Q | 8/7/2019 | 10.1 |
| 10.15(f)†† | Transition Agreement effective as of August 22, 2023 by and between CytomX Therapeutics, Inc., and AbbVie Global Enterprises Ltd. | 10-Q | 11/7/2023 | 10.1 |
| 10.16(a)†† | Collaboration and License Agreement by and between CytomX Therapeutics, Inc. and Amgen, Inc. dated as of September 29, 2017. | 10-Q | 11/7/2017 | 10.1 |
| 10.16(b)† | Amendment No. 1 to the Collaboration and License Agreement, dated as of September 29, 2020, by and between CytomX Therapeutics, Inc. and Amgen, Inc. | 10-Q | 11/5/2020 | 10.3 |
| 10.16(c)†† | Amendment No. 2 to the Collaboration and License Agreement, dated as of October 27, 2021, by and between CytomX Therapeutics, Inc. and Amgen, Inc. | 10-Q | 11/5/2020 | 10.3 |
| 10.16(d)†† | Amendment No. 3 to the Collaboration and License Agreement, dated as of May 18, 2023, by and between CytomX Therapeutics, Inc. and Amgen, Inc. | 10-Q | 8/8/2023 | 10.1 |
| 10.17†† | Collaboration and License Agreement dated as of March 23, 2020, by and between CytomX Therapeutics, Inc. and Astellas Pharma Inc. | 10-Q | 5/7/2020 | 10.4 |
| 10.18(a)† | Research Collaboration Agreement dated as of January 8, 2014, by and between ImmunoGen, Inc. and CytomX Therapeutics, Inc., as amended by the First Amendment to Research Collaboration Agreement effective as of April 3, 2015. | S-1/A | 10/2/2015 | 10.17 |
| 10.18(b)† | Second Amendment to the Research Collaboration Agreement by and between CytomX Therapeutics, Inc. and ImmunoGen Inc., dated as of February 12, 2016 | 10-Q | 11/6/2018 | 10.5 |
| 10.18(c)† | Third Amendment to the Research Collaboration Agreement by and between CytomX Therapeutics, Inc. and ImmunoGen Inc., dated as of March 3, 2017. | 10-Q | 11/6/2018 | 10.6 |
| 10.19† | License Agreement by and between CytomX Therapeutics, Inc. and ImmunoGen Inc., dated as of February 12, 2016. | 10-Q | 11/6/2018 | 10.4 | |
| 10.20†† | Collaboration and License Agreement dated as of November 16, 2022 by and between CytomX Therapeutics, Inc. and Regeneron Pharmaceuticals, Inc. | 10-K | 3/27/2023 | 10.24 | |
| 10.21†† | Collaboration and License Agreement dated as of December 30, 2022 by and between CytomX Therapeutics, Inc. and ModernaTX, Inc. | 10-K | 3/27/2023 | 10.25 | |
| 10.22#†† | Consulting Agreement effective as of December 14, 2020, by and between CytomX Therapeutics, Inc and Dr. W. Michael Kavanaugh. | 10-K | 2/24/2021 | 10.24 | |
| 10.23# | Retirement Agreement by and between CytomX Therapeutics, Inc and Dr. W. Michael Kavanaugh, dated as of December 1, 2020. | 10-K | 2/24/2021 | 10.25 | |
| 10.24# | Consulting Agreement, effective as of April 1, 2021, by and between CytomX Therapeutics, Inc. and Dr. Charles Fuchs. | 10-Q | 5/6/2021 | 10.3 | |
| 10.25 | Consulting Agreement effective as of October 1, 2022, by and between CytomX Therapeutics, Inc. and Carlos Campoy. | 10-Q | 11/8/2022 | 10.1 | |
| 10.26 | Consulting Agreement effective as of September 13, 2022, by and between CytomX Therapeutics, Inc. and Amy C. Peterson, M.D. | 10-Q | 11/8/2022 | 10.2 | |
| 10.27 | Unit Purchase Agreement by and among the CytomX Therapeutics, Inc. and certain accredited investors named therein, dated June 29, 2023. | 8-K | 7/3/2023 | 10.1 | |
| 19.1 | Corporate Securities Trading Policy | X | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | X | |||
| 24.1 | Power of Attorney (included on signature page) | X | |||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 97.1 | Executive Compensation Clawback Policy | X | |||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | X |
† Confidential treatment has been granted for certain information contained in this exhibit. Such information has been omitted and filed separately with the Securities and Exchange Commission.
††Certain confidential portions of this exhibit have been omitted from this exhibit.
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