CytomX Therapeutics, Inc. 10-Q

Item 5. Other Information. On June 1, 2023, Sean McCarthy, Chief Executive Officer and Chairman, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 109,768 shares of the Company’s common stock between January 1, 2024 and February 7, 2025. 73 CytomX Therapeutics, Inc. Item 6. Exhibits Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 3.1 Amended and Restated Certificate of Incorporation. 8-K 10/19/2015 3.1 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of CytomX Therapeutics, Inc. 8-K 6/23/2020 3.1 3.3 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 Form of Pre-Funded Warrant 8-K 7/3/2023 4.1 4.4 Form of Tranche Warrant 8-K 7/3/2023 4.2 10.1†† Amendment No. 3 to the Collaboration and License Agreement, dated as of May 18, 2023, by and between CytomX Therapeutics, Inc. and Amgen, Inc. X 10.2# 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. X 10.3# Employment Offer Letter Agreement between CytomX Therapeutics, Inc. and Jeffrey Landau dated as of March 31, 2021. X 10.4 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 31.1 Certification of Chief Executive Principal required by Rule 13a-14(a) or Rule 15d-14(a). X 31.2 Certification of Chief Financial Principal required by Rule 13a-14(a) or Rule 15d-14(a). X 32.1* Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350). X 32.2* Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350). 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 74 CytomX Therapeutics, Inc. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X †† Certain confidential portions of this exhibit have been omitted from this exhibit. # Indicates management contract or compensatory plan. * The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and are not to be incorporated by reference into any filing of CytomX Therapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing. 75 CytomX Therapeutics, Inc. SIGNA TURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CytomX Therapeutics, Inc. Date: August 8, 2023 By: /s/ Sean A. McCarthy Sean A. McCarthy, D. Phil. Chief Executive Officer and Chairman (Principal Executive Officer) Date: August 8, 2023 By: /s/ Christopher W. Ogden Christopher W. Ogden Senior Vice President, Finance and Accounting (Principal Financial Officer and Principal Accounting Officer) 76