CytomX Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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FY2025 · Filed Mar 16, 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 |
| 3.1 | Amended and Restated Certificate of Incorporation. | 8-K | 5/17/2024 | 3.1 | |
| 3.2 | Amended and Restated Bylaws of CytomX Therapeutics, Inc,. effective March 20, 2024. | 8-K | 3/22/2024 | 3.1 | |
| 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. | X | |||
| 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 | |
| 10.1(c)# | Separation Agreement, dated February 10, 2025, by and between CytomX Therapeutics, Inc. and Jeffrey Landau. | 10-Q | 5/12/2025 | 10.1 | |
| 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)# | Form of 2015 Plan Option Agreement under the 2015 Equity Incentive Plan. | 10-Q | 11/23/2015 | 10.4 | |
| 10.3(b)# | Amended and Restated CytomX Therapeutics, Inc. 2015 Equity Incentive Plan. | 8-K | 6/13/2025 | 10.1 | |
| 10.3(c)# | Form of 2015 Equity Incentive Plan Early Exercise Option Agreement | 10-Q | 11/23/2015 | 10.5 | |
| 10.3(d)# | Form of 2015 Equity Incentive Plan Restricted Share Unit Award Grant Notice and Agreement | 10-K | 3/21/2022 | 10.3 | |
| 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# | Amended and Restated CytomX Therapeutics, Inc. Employee Stock Purchase Plan. | 10-Q | 8/7/2025 | 10.2 | |
| 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 Rachael G. Lester, dated as of September 16, 2025. | X | |||
| 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# | 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 | |
| 10.11(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 | |
| 10.11(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 | |
| 10.11(c) | Office/Laboratory Lease, dated November 3, 2025, by and between CytomX Therapeutics, Inc. and Emery Station West, LLC. | 10-Q | 11/6/2025 | 10.2 | |
| 10.12(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 | |
| 10.12(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 | |
| 10.13(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 | |
| 10.13(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 | |
| 10.13(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 | |
| 10.13(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 | |
| 10.14(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 | |
| 10.14(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 | |
| 10.14(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-K | 3/1/2022 | 10.20(c) | |
| 10.14(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 | |
| 10.14(e)† | Amendment No. 4 to the Collaboration and License Agreement, dated as of March 28, 2024, by and between CytomX Therapeutics, Inc. and Amgen, Inc. | 10-Q | 5/8/2024 | 10.1 | |
| 10.15† | License Agreement by and between CytomX Therapeutics, Inc. and ImmunoGen Inc., dated as of February 12, 2016. | 10-Q | 11/6/2018 | 10.4 | |
| 10.16(a)† | 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 | |
| 10.16(b)† | Amendment No.1 to the Collaboration and License Agreement effective as of June 28, 2024 by and between CytomX Therapeutics, Inc. and Regeneron Pharmaceuticals, Inc. | 10-Q | 8/8/2024 | 10.1 | |
| 10.16(c)† | Amendment No. 2 to the Collaboration and License Agreement effective as of October 1, 2025 by and between CytomX Therapeutics, Inc. and Regeneron Pharmaceuticals, Inc. | 10-Q | 11/6/2025 | 10.1 | |
| 10.17(a)† | 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 | |
| 10.17(b)† | Amendment No.1 to the Collaboration and License Agreement effective as of November 20, 2025 by and between CytomX Therapeutics, Inc. and ModernaTX, Inc. | X | |||
| 10.18 | 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 | |
| 10.19(a) | 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 | |
| 10.19(b) | Amendment No. 1 to Open Market Sale Agreement, dated as of March 4, 2022, by and between CytomX Therapeutics, Inc. and Jefferies LLC. | S-3 | 8/9/2024 | 1.3 | |
| 10.19(c) | Amendment No. 2 to Open Market Sale Agreement, dated as of August 9, 2024, by and between CytomX Therapeutics, Inc. and Jefferies LLC. | S-3 | 8/9/2024 | 1.4 | |
| 19.1 | Corporate Securities Trading Policy | 10-K | 3/11/2024 | 19.1 | |
| 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 | 10-K | 3/11/2024 | 97.1 | |
| 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 | |||
†Certain confidential portions of this exhibit (indicated by “[***]”) have been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K.
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