What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-06 compared with 2024-03-11 · 402 added, 324 removed, 1101 unchanged (40% of the section changed)

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We undertake no obligation to update forward-looking statements, which reflect events or circumstances occurring after the date of this Form 10-K.

For a discussion related to the results of operations for 2022 compared to 2021, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Years Ended December 31, 2022 and 2021" in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 27, 2023.

We are a clinical-stage, oncology-focused biopharmaceutical company focused on developing novel, conditionally activated biologics designed to be localized to the tumor microenvironment.

We are a clinical-stage, oncology-focused biopharmaceutical company focused on developing novel, conditionally activated, masked biologics designed to be preferentially unmasked and activated in the tumor microenvironment.

We aim to build a commercial enterprise to maximize our impact on the treatment of cancer.

By pioneering a novel class of localized biologic drug candidates, powered by our PROBODY® therapeutic technology platform, we lead the field of conditionally activated oncology therapeutics and have established biologics localization as a strategic area of research and development.

By pioneering a novel class of localized biologic drug candidates, powered by our PROBODY ® therapeutic technology platform, we are a leader in the field of masked, conditionally activated oncology therapeutics and have established biologics localization as a strategic area of research and development in the biopharmaceutical industry.

Our vision is to transform lives with safer, more effective therapies with the goal to address major unmet needs in oncology.

Our proprietary, versatile, multi-modality PROBODY technology platform is designed to enable conditional activation of potent biologic therapeutic candidates within the tumor microenvironment, while minimizing drug activity in healthy tissues and circulation.

Our proprietary, versatile, multi-modality PROBODY technology platform is designed to enable conditional activation of potent masked biologic therapeutic candidates within the tumor microenvironment, while minimizing drug activity in healthy tissues and circulation.

Our platform is built on a strong foundation of tumor biology expertise, including deep knowledge of tumor-associated enzymes known as proteases.

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Our masking strategy is designed to reduce binding of biologic therapeutics to their targets until the mask is removed by proteases in the tumor microenvironment, providing more selective targeting of the tumor.

We are employing our leading, conditional activation platform technology to address some of the biggest challenges in oncology biologics research and development.

We are employing our leading, masking platform technology to address some of the biggest challenges in oncology biologics research and development.

These include the validation of potential new targets for antibody-drug conjugates (“ADCs”), opening therapeutic window for novel T-cell engagers (“TCEs”) targeting solid tumors, and increasing the therapeutic index for immune modulators such as cytokines.

We are also exploring the potential for our PROBODY platform in preclinical research in areas outside of oncology, including in our collaboration with Moderna.

We have utilized our PROBODY therapeutic platform to build a promising, broad pipeline of potential first-in-class and best-in-class clinical-stage molecules.

These are CX-904, a conditionally activated, PROBODY® TCE, targeting the epidermal growth factor receptor (“EGFR”) on tumor cells and the CD3 receptor on T cells;

CX-2051, an investigational, conditionally activated ADC targeting epithelial cell adhesion molecule (“EpCAM”);

and CX-801, an investigational, masked version of interferon alpha-2b (“IFNα2b”).

We have utilized our PROBODY therapeutic platform and masking technology to build a promising, broad pipeline of potential first-in-class and best-in-class clinical-stage molecules.

These are CX-2051, an investigational, conditionally activated ADC targeting epithelial cell adhesion molecule (“EpCAM”), CX-801, an investigational, masked version of interferon alpha-2b (“IFNα2b”) and CX-904, a conditionally activated, PROBODY ® TCE, targeting the epidermal growth factor receptor (“EGFR”) on tumor cells and the CD3 receptor on T cells.

Our current clinical-stage molecules address targets or mechanisms that have been previously validated as having anti-cancer activity but have been limited in their utilization due to systemic toxicities.

We have incorporated our significant platform expertise and clinical learnings to optimize predicted therapeutic index and the clinical potential of these promising agents through tumor localized conditional activation.

Reinforcing our leadership in the field of conditional activation, in 2022 we advanced our first TCE into the clinic.

CX-904, partnered with Amgen, is a conditionally activated TCE against EGFR and CD3.

In preclinical studies, CytomX’s PROBODY EGFRxCD3 TCE demonstrated anti-tumor activity and better tolerability when compared to TCEs without PROBODY masking.

In May 2022, the first patient was dosed in a Phase 1 study evaluating CX-904 as a treatment for patients with advanced solid tumors.

Patient enrollment in the Phase 1 dose escalation portion of the study continues to progress.

We reported in January 2023 that the initial single patient cohort phase of the study was complete and that the “3+3” patient cohort phase had been initiated.

Backfilling of certain dose escalation cohorts has also been initiated and dose ranging continues.

Initial Phase 1a data in EGFR positive solid tumors is expected in the second half of 2024.

A decision to potentially expand into Phase 1b is also anticipated in 2024, which will be taken in conjunction with our partner, Amgen.

Our pipeline also includes CX-2051, a wholly-owned conditionally activated, PROBODY ADC paired with a next-generation camptothecin payload and directed toward the epithelial cellular adhesion molecule (EpCAM).

CX-2051 is licensed from

CX-2051 has been tailored to optimize the therapeutic index for the systemic treatment of EpCAM-expressing epithelial cancers where previous industry efforts targeting EpCAM have not been successful due to dose-limiting toxicities.

We have incorporated our significant, multi-modality masking, conditional activation expertise and clinical learnings to optimize predicted therapeutic index and the clinical potential of these promising agents through tumor localized, conditional activation.

CX-2051, a conditionally activated, PROBODY ADC, is directed toward the epithelial cell adhesion molecule (EpCAM).

High expression of EpCAM has been documented in many tumor types, including CRC.

The CX-2051 payload, a next generation topoisomerase-1 inhibitor payload licensed from AbbVie (formerly ImmunoGen), is tailored to specific EpCAM-expressing indications, including colorectal cancer, and includes a payload-antibody linker designed to drive bystander effect, contributing to anti-tumor activity.

The design of CX-2051 is intended to optimize the therapeutic index for the systemic treatment of EpCAM-expressing epithelial cancers where previous industry efforts targeting EpCAM have not been successful due to dose-limiting toxicities.

CX-2051 has demonstrated a wide predicted therapeutic index and strong preclinical activity and tolerability in multiple preclinical models, including colorectal cancer.

The IND for CX-2051 was cleared by the FDA in January 2024 and we expect Phase 1 clinical initiation in EpCAM expressing solid tumors, including CRC in the first half of 2024.

The Phase 1 dose escalation design will follow a Bayesian Optimal Interval (BOIN) design and intended to demonstrate rapid clinical proof of concept and potentially move into dose expansion studies in 2025.

Another wholly-owned emerging product candidate is CX-801, an interferon ("IFN") alpha-2b PROBODY.

The IND for CX-2051 was allowed to proceed by the FDA in January 2024 and Phase 1 clinical initiation in EpCAM expressing solid tumors, including a primary initial focus in CRC commenced in April 2024.

As o f March 2025, the Phase 1 study has reached the seventh dose escalation cohort.

In Phase 1 dose escalation to date, CX-2051 has demonstrated a favorable tolerability profile and attained doses predicted to be therapeutically active.

In the Phase 1 study, EpCAM expression levels are being assessed retrospectively

and are anticipated to be high in the majority of CRC patients.

The CX-2051 Phase 1 study has reached the seventh dose level with CX-2051 initial Phase 1 data in advanced metastatic CRC expected in the first half of 2025.

CX-801 is our interferon ("IFN") alpha-2b PROBODY.

IFNα2b provides a potentially superior approach to activating anti-tumor immune responses than other cytokines.

CX-801 is a dually masked, conditionally activated version of IFNα2b that has the potential to become a cornerstone of combination therapy for a wide range of tumor types.

The IND for CX-801 was cleared by the FDA in January 2024 and initiation of Phase 1 dose escalation in solid tumors including melanoma, renal, and head and neck squamous cell carcinoma is expected in the first half of 2024.

In Phase 1 dose escalation, we will use a BOIN design to evaluate safety and signs of clinical activity for CX-801 and progress into combinations, where CX-801 has the potential to be cornerstone of therapy, including in combination with checkpoint inhibitors.

CX-2029 was previously developed in a global co-development collaboration with AbbVie.

This program is intended to open a therapeutic window for successful targeting of CD71, also known as the transferrin receptor 1 (“TfR1”).

CD71 is a cell surface protein essential for iron uptake in dividing cells and is highly expressed in a number of solid and hematologic cancers.

However, given its central role in iron metabolism, CD71 is present on most healthy cells and is thought to be an undruggable target with conventional ADCs.

CX-2029 is conjugated with the tubulin inhibitor, monomethyl auristatin E (“MMAE”), as the payload.

In March 2023, following the completion of the Phase 2 Study in squamous non-small cell lung cancer (“sqNSCLC”), head and neck squamous cell carcinoma (“HNSCC”), esophageal and gastro-esophageal junction (“E/GEJ”) cancers, AbbVie notified CytomX that it would not advance CX-2029 into additional clinical studies and terminated the 2016 CD71 License and Collaboration Agreement.

CytomX re-acquired full rights to CX-2029 but does not currently have plans to make further significant investments in the solid tumor program in the near-term but continues to view CD71 as a target of strategic interest, including novel next-generation strategies.

Praluzatamab ravtansine is our conditionally activated ADC directed toward CD166 which was previously evaluated in a three-arm Phase 2 study in patients with advanced human epidermal growth factor receptor 2 (“HER2”)-non-amplified breast cancer.

Arms A and B examined praluzatamab ravtansine monotherapy in patients with hormone receptor-positive/HER2-non-amplified breast cancer and TNBC, respectively.

Arm C studied praluzatamab ravtansine in combination with pacmilimab (CX-072), our wholly-owned PD-L1 inhibitor, in patients with TNBC.

In July 2022, the Company disclosed topline data demonstrating praluzatamab ravtansine met the primary efficacy endpoint of confirmed objective response rate greater than 10 percent in hormone receptor-positive/HER2-non-amplified breast cancer.

The confirmed objective response was 15% and demonstrated median progression-free survival of 2.6 months.

Ocular and neuropathic toxicities were the most common treatment-related adverse events.

Based on these data, the Company announced it would deprioritize further investment in praluzatamab ravtansine.

The final Phase 2 study data in advanced breast cancer were presented at the San Antonio Breast Cancer Symposium in 2022.

The IND for CX-801 was allowed to proceed by the FDA in January 2024, and in the third quarter of 2024 the first patient was dosed in the CX-801 Phase 1 dose escalation study in solid tumors.

The Phase 1 dose escalation study is focused on patients with advanced melanoma.

In Phase 1 dose escalation, the study will evaluate safety, translational biomarkers and signs of clinical activity for CX-801 monotherapy and in combination with KEYTRUDA ® .

In second quarter of 2024, CytomX announced a clinical collaboration with Merck to supply KEYTRUDA for evaluation of its combination with CX-801 in the Phase 1 study.

The Phase 1 study is currently in the fourth monotherapy dose escalation cohort where the dose of CX-801 exceeds the approved dose of the unmasked peginterferon alfa-2b (SYLATRON).

Initial Phase 1a translational data in advanced melanoma is expected in the second half of 2025.

In 2022, we advanced our first TCE into the clinic.

CX-904, which was partnered with Amgen, is a conditionally activated TCE against EGFR and CD3.

In preclinical studies, CytomX’s PROBODY EGFRxCD3 TCE demonstrated anti-tumor activity and better tolerability when compared to TCEs without PROBODY masking.

In May 2022, the first patient was dosed in a Phase 1 study evaluating CX-904 as a treatment for patients with advanced solid tumors.

On May 8, 2024, we reported initial Phase 1a data for CX-904 based on an April 16, 2024 data cutoff.

As of the data cutoff, the CX-904-101 study had enrolled 35 patients with advanced metastatic solid tumor types that are generally known to express EGFR, including pancreatic, CRC, non-small cell lung cancer (NSCLC), head and neck squamous cell carcinoma (HNSCC), gastric, and esophageal cancers.

Patients enrolled in the study were heavily pre-treated and had a median of 4 prior lines of therapy.

19 patients were enrolled into initial non-step dosing cohorts with target doses ranging from 0.007 mg to 6 mg, and 16 patients were subsequently enrolled into step-dosing cohorts with target doses ranging from 5 mg to 10 mg and with tocilizumab prophylaxis.

As of the April 16, 2024 data cutoff, enrollment into a cohort with a target dose of 15 mg was ongoing.

As of the cutoff date, CX-904 demonstrated a favorable safety profile.

There were no observed cases of cytokine release syndrome (CRS) of any grade in step-dosing cohorts as of the cutoff date.

In non-step dosing cohorts, only Grade 1 CRS was observed in patients treated at the highest dose of 6 mg.

Overall, the most common treatment-related adverse events (TRAEs) were rash, arthralgia, arthritis, pruritis, and vomiting, the majority of which were low grade, being observed in 14 (40%), 13 (37%), 5 (14%), 5 (14%) and 5 (14%) of patients, respectively.

Grade 3 adverse events were tenosynovitis (n=1), arthralgia (n=2), arthritis (n=1), rash (n=1).

As of the April 16, 2024 data cutoff, 8 patients had measurable tumor reduction per RECIST 1.1, including 2 of 6 efficacy-evaluable patients (33%) with pancreatic cancer with confirmed partial responses.

All 6 efficacy-evaluable patients with pancreatic cancer achieved disease control (objective response or stable disease).

For the two patients with a confirmed partial response, one patient (6 mg target dose) achieved an 83% tumor reduction.

A second patient (5 mg target dose) with a confirmed response achieved a 51% tumor reduction and remained on study treatment as of the data cutoff.

In addition, a third pancreatic cancer patient maintained stable disease with no evidence of tumor growth through 3.5 months of study treatment, and remained on treatment as of the data cutoff.

Preliminary pharmacokinetic and pharmacodynamic data were consistent with the PROBODY TCE mechanism of action, including maintained masking in circulation, and CD8+ T-cell margination and tumor infiltration.

As of the end of 2024, the Phase 1 study of CX-904 had enrolled over 70 patients.

The 15 mg target step-dose level had been cleared and the maximum tolerated dose had not been reached.

Patient enrollment in 2025 had prioritized escalation to higher dose levels.

However, in March 2025, based on CX-904 clinical observations to-date as well as CytomX pipeline priorities, CytomX and Amgen jointly decided to not further develop the CX-904 program.

We are also continuously engaged in drug discovery efforts towards the generation of new clinical candidates across multiple modalities for the treatment of cancer, including additional ADCs, Cytokines, TCEs, and mRNAs reflecting the versatility of our PROBODY platform.

We currently have more than 15 active drug discovery and/or development programs.

We do not have any products approved for sale, and we continue to incur significant research and development and general administrative expenses related to our operations.

As of December 31, 2023 and December 31, 2022, we had an accumulated deficit of $723.4 million and $722.9 million, respectively.

As of December 31, 2024 and 2023, we had an accumulated deficit of $691.6 million and $723.4 million, respectively.

Global health authorities, including the FDA, regulate many aspects of a product candidate’s life cycle, including research and development and preclinical and clinical testing.

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As such, we are dependent on third parties to supply our product candidates according to our specifications, in sufficient quantities, on time, in compliance with appropriate regulatory standards and at competitive prices.

Restructuring

On January 6, 2025, the Company announced a restructuring plan (the “2025 Restructuring Plan”) to streamline its organization and prioritize CX-2051 and its activities to support its research collaborations.

The restructuring plan will result in a reduction to its workforce by approximately 40% and is expected to be substantially completed in the first quarter of 2025.

Components of Results of Operations

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We recognize revenue from upfront payments over the term of our estimated period of performance under the agreement using an input method for the entire performance obligation.

In applying the input method of revenue recognition, we use actual full-time equivalent (FTE) hours incurred relative to estimated total FTE hours expected to be incurred for each combined performance obligation over the estimated research service period of each collaboration target.

In addition to receiving upfront payments, we are entitled to variable payments related to research and development services provided and may be entitled to milestone and other contingent payments upon achieving predefined objectives.

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The process of conducting the necessary clinical research to obtain regulatory approval is costly and time-consuming.

The actual probability of success for our product candidates may be affected by a variety of factors including:

actual probability of success for our product candidates may be affected by a variety of factors including:

the safety and efficacy of our product candidates, early clinical data, investment in our clinical program, the ability of collaborators to successfully develop our licensed product candidates, competition, manufacturing capability and commercial viability.

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We received a proposed assessment in September 2023 and filed a protest to contest the proposed assessment in November 2023.

We recorded an uncertain tax position of $3.9 million in long term liabilities for the proposed tax assessment, penalties and interest through December 31, 2023.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law.

Among other changes to the Internal Revenue Code, the IRA imposes a 15% corporate alternative minimum tax on certain corporations and 1% excise tax on public company stock buybacks for tax years beginning after December 31, 2022.

The Company does not expect these provisions to have a material impact.

We recorded an uncertain tax position of $4.1 million and $3.9 million in long term liabilities for the proposed tax assessment, penalties and interest through December 31, 2024 and 2023, respectively.

Comparison of Years Ended December 31, 2024 and 2023

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The increase in revenue of $36.9 million for 2024 compared to 2023 was primarily due to:

• An increase in revenue under the BMS Agreement driven by higher percentage of completion of the existing and new targets selected in 2022;

• An increase in revenue under the Regeneron Agreement and Moderna Agreement due to new preclinical studies that commenced during the current year;

• An increase in revenue under the Astellas Agreement primarily driven by a $5.0 million clinical candidate milestone achieved in January 2023;

• An increase in revenue under the Amgen Agreement driven by higher percentage of completion the CX-904 development in the current year primarily due to an increase in projected hours-to-completion in prior year;

• An increase in revenue under the BMS Agreement driven by higher percentage of completion of the existing targets.

The contractual research term under the BMS agreement concludes in the second quarter of 2025, at which point the performance obligation and corresponding revenue recognition are expected to be complete and BMS will be responsible for the future research and development of the collaboration programs;

• An increase in revenue under the Regeneron Agreement due to increased preclinical work and a higher percentage completion in the second full year of the collaboration which commenced preclinical research in 2023;

• An increase in revenue under the Moderna Agreement due to increased preclinical work and a higher percentage of completion in the second full year of the collaborations which commenced in 2023.

The $9.3 million of remaining Moderna deferred revenue is expected to be recognized by 2027, principally in 2026 and 2027 due to Moderna's budget considerations in 2025;

• An increase in revenue under the Astellas Agreement primarily driven by two milestone payments of $5.0 million each, triggered in March 2024.

One was related to the nomination of a second clinical candidate while the other was related to the milestone achievement of GLP toxicology study initiation for the first clinical candidate.

Astellas revenue in the first quarter of 2023 included the $5.0 million milestone for the first clinical candidate nomination achieved in the collaboration.

In the first quarter of 2025, Astellas initiated GLP toxicology studies for the second collaboration target nominated triggering a $5.0 million milestone payment to CytomX in the first quarter of 2025;

• A decrease in revenue under the Amgen Agreement primarily due to an increase in projected hours to completion.

In March 2025, Amgen terminated its license to the EGFR Product;

• A decrease in revenue under the AbbVie Agreement due to termination of the agreement in March 2023.

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CX-904 (EGFRxCD3)

Praluzatamab ravtansine, CX-2009 (CD166)

CX-2051 (EpCAM)

CX-801 (IFNα2b)

CX-2029 (CD71)

Pacmilimab, CX-072 (PD-L1)

Other wholly owned and partnered programs

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Total research and development expenses

Research and development expenses decreased by $34.0 million for 2023, compared to 2022 primarily driven by a decrease in personnel related expenses as a result of the workforce reduction in 2022, as well as winding down of laboratory contract services and clinical study activities related to the CX-2009 and CX-2029 programs, partially offset by an increase in laboratory contract services related to IND enabling activities for CX-2051 and CX-801 programs.

Research and development expenses increased by $5.7 million for 2024, compared to 2023 primarily driven by

• a $5.0 million milestone payment to AbbVie (formerly ImmunoGen) in the current period, included in the general research and development expenses, for dosing the first patient for CX-2051 in Phase 1 under the ImmunoGen 2019 License Agreement;

• increase in manufacturing and clinical related activities for the CX-2051 program and clinical trial activities for the CX-904 program;

• increase in consulting expenses, offset by

• decrease in manufacturing activities and laboratory contract services for the CX-801 program and winding down of clinical study activities related to legacy programs, including CX-2029 and

• decrease in personnel related expenses.

Due to the 2025 Restructuring Plan to streamline the organization and reduce our workforce by approximately 40%, internal research and development costs are expected to be lower in 2025.

General and Administrative Expenses

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General and administrative

General and administrative expenses decreased by $12.8 million for 2023, compared to 2022 primarily driven by a decrease in personnel related expenses as a result of the workforce reduction in 2022, reduced external vendor services, and lower building rent as a result of a partial sublease of the Company’s headquarters.

General and administrative expenses decreased by $0.3 million for 2024, compared to 2023 primarily due to lower personnel related expenses and lower rent as a result of partial sublease of the Company’s headquarters which started in March 2023, partially offset by higher professional services and consulting spend supporting areas including intellectual property and internal controls.

Due to the 2025 Restructuring Plan to streamline the organization and reduce our workforce by approximately 40%, general and administrative expenses are expected to be lower in 2025.

Interest Income and Other Income (Expense), Net

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Interest Income

Interest income increased by $8.2 million during 2023 compared to 2022, primarily driven by higher interest rates in 2023.

Interest income decreased by $2.7 million during 2024 compared to 2023.

The decrease was primarily driven by lower interest rates and the lower cash and cash equivalents and short-term investments position as compared to 2023.

Year Ended December 31,

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Provision for income taxes

The $3.9 million tax provision represented the uncertain tax position related to the proposed assessment received from the state of California for the years 2017 and 2018, including penalties and interest through December 31, 2023.

The $0.2 million tax provision represented the interest accrued for 2024, related to the proposed assessment received from the state of California for the years 2017 and 2018.

The $3.9 million tax provision for 2023 represented the uncertain tax position related to such proposed assessment, including penalties and interest through December 31, 2023.

Liquidity and Capital Resources

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To date, we have financed our operations primarily through sales of our common stock in conjunction with the IPO, subsequent stock offerings and through our at-the-market offering, sales of our convertible preferred securities prior to our IPO, payments received under our collaboration agreements and proceeds from private placements of our common stock, warrants and pre-funded warrants.

In November 2022, we entered into a Collaboration and License Agreement with Regeneron Pharmaceuticals, Inc.

(the “Regeneron Agreement”) to collaborate on preclinical research activities to discover and develop certain antibody compounds for the treatment of cancer using the Company’s PROBODY therapeutic technology.

Pursuant to the Regeneron Agreement, we collected an upfront fee of $30.0 million.

In December 2022, we entered into a Collaboration and License Agreement with ModernaTX, Inc.

(the “Moderna Agreement”) to collaborate on discovery and preclinical research and development activities to create investigational messenger RNA (mRNA) based conditionally activated therapies using the Company’s PROBODY therapeutic technology.

Pursuant to the Moderna Agreement, we collected an upfront fee and prepaid research funding of $35.0 million in January 2023.

In July 2023, we completed a private placement and issued pre-funded warrants to purchase an aggregate of 14,423,077 shares of common stock, accompanying Tranche 1 warrants to purchase up to 5,769,231 shares of common stock and accompanying Tranche 2 warrants to purchase up to 5,769,231 shares of common stock, at a combined price of $2.08 per share.

We received gross proceeds of approximately $30.0 million.

On July 13, 2022, we announced a restructuring plan to prioritize resources on our emerging pre-clinical and early clinical pipeline as well as our existing collaboration partnerships.

The restructuring plan resulted in a reduction to our workforce by approximately 40%, and was substantially completed by the fourth quarter of 2022.

We incurred aggregate restructuring charges of approximately $7.5 million, primarily related to one-time severance payments and other employee-related costs.

Based upon our current operating plan, we expect our existing capital resources will be sufficient to fund operations into the second half of 2025.

However, if the anticipated operating results and future financing are not achieved in future periods, our planned expenditures may need to be reduced in order to extend the time period over which the then-available resources would be able to fund the operations.

In March 2024, we achieved a clinical candidate milestone for a second collaboration target as well as the GLP toxicology studies milestone for the first collaboration target nominated in January 2023 under the Astellas Agreement.

We collected the two milestone payments totaling $10.0 million in April 2024.

In 2024, we sold 3,925,202 shares at a weighted average price of $1.8 per share under our at-the-market ("ATM") offering and received net proceeds of approximately $6.9 million after deducting the 3.0% sales commission and related issuance cost.

As of December 31, 2024, $56.2 million remained available for sale under the Sales Agreement.

On January 6, 2025, we announced the 2025 Restructuring Plan to streamline our organization and prioritize CX-2051 investment and activities to support our research collaborations.

The restructuring plan will result in a reduction to our workforce by approximately 40% and is expected to be substantially completed in the first quarter of 2025.

Based upon our current operating plan, we expect our existing capital resources will be sufficient to fund operations into the second quarter of 2026.

However, if the anticipated operating results are not achieved in future periods, our planned expenditures may need to be reduced in order to extend the time period over which the then-available resources would be able to fund the operations.

The amounts and timing of our actual expenditures depend on numerous factors, including the progress of our preclinical and clinical development efforts, the results of any clinical trials and other studies, our operating costs and expenditures and other factors described under the caption “Risk Factors” in this Annual Report on Form 10-K.

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Net cash used in operating activities

Net cash (used in) provided by investing activities

Net cash provided by (used in) investing activities

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash Flows from Operating Activities

During the year ended December 31, 2024, cash used in operating activities was $86.2 million, which consisted of a net income of $31.9 million and non-cash charges of $8.3 million, adjusted by a net decrease of $126.4 million relating to the change of our net operating assets and liabilities, The non-cash charges primarily consisted of $7.7 million in stock-based compensation, $4.1 million in non-cash lease expense, $1.7 million in depreciation and amortization and $0.1 million impairment loss, partially offset by $5.3 million in net accretion of discounts on our investments.

The change in our net operating assets and liabilities was primarily due to:

• a net decrease of $118.3 million in deferred revenue resulting from the continued recognition of deferred revenue from existing and new customers;

• a decrease of $9.9 million in accounts payable, accrued and other long-term liabilities primarily due to timing of payments;

• an increase of $1.8 million in cash flows from accounts receivable, prepaid and other current assets primarily due to decrease in advance payments.

During the year ended December 31, 2023, cash used in operating activities was $$56.0 million, which consisted of a net loss of $0.6 million and a net decrease of $62.4 million relating to the change of our net operating assets and liabilities, offset by non-cash charges of $7.0 million.

The non-cash charges primarily consisted of $8.6 million in stock-based compensation, $3.7 million in non-cash lease expense and $2.1 million in depreciation and amortization, offset by $7.4 million in net accretion of discounts on our investments.

The non-cash charges primarily consisted of $8.6 million in stock-based compensation, $3.7 million in non-cash lease expense and $2.1 million in depreciation, amortization, and impairment charges, offset by $7.4 million in net accretion of discounts on our investments.

The change in our net operating assets and liabilities was primarily due to:

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• an increase of $2.5 million in cashflows from prepaid and other current assets primarily due to a decrease in advance payments to our third party manufacturing vendors and timing of payments.

During the year ended December 31, 2022, cash used in operating activities was $110.8 million, which consisted of a net loss of $99.3 million and a net decrease of $30.7 million relating to the change of our net operating assets and liabilities, offset by non-cash charges of $19.2 million.

The non-cash charges primarily consisted of $13.1 million in stock-based compensation, $3.4 million in non-cash lease expense and $2.7 million in depreciation, amortization, and impairment charges.

The change in our net operating assets and liabilities was primarily due to:

• an increase of $35.2 million in accounts receivable primarily related to the upfront payment and prepaid research under the Moderna Agreement entered into in December 2022;

• a decrease of $9.8 million in accrued liabilities and accounts payable primarily due to timing of payments;

• a decrease of $2.3 million in cash flows from prepaid expenses and other current assets and other assets primarily due to increase in advance payments to our third-party manufacturing vendors and timing of payments;

• a net increase of $16.6 million in deferred revenue consisting of an increase of $69.6 million in deferred revenue related to new agreements with Regeneron and Moderna partially offset by a decrease of $53.0 million resulting from the continued recognition of deferred revenue from existing customers.

Cash Flows from Investing Activities

During year ended December 31, 2024, cash provided by investing activities was $99.7 million, which consisted of $255.5 million of proceeds from the maturities of short term investments partially offset by $155.5 million used in the purchase of short-term investments and $0.3 million of capital expenditures used to purchase property and equipment.

During year ended December 31, 2023, cash provided by investing activities was $150.7 million, which consisted of $424.8 million used in the purchase of short-term investments and $0.8 million of capital expenditures used to purchase property and equipment, partially offset by $275.0 million in proceeds received upon the maturity of marketable securities .

During year ended December 31, 2022, cash provided by investing activities was $98.3 million, which consisted of $100.0 million in proceeds received upon the maturity of short-term marketable securities, partially offset by $1.7 million of capital expenditures used to purchase property and equipment.

Cash Flows from Financing Activities

During the year ended December 31, 2023, cash provided by financing activities consisted of $29.7 million of net proceeds from issuance of pre-funded warrants and warrants and $0.6 million of proceeds from the exercise of stock options and employee stock purchases under the employee stock purchase plan (“ESPP”).

During the year ended December 31, 2022, cash provided by financing activities consisted of $0.6 million of proceeds from the exercise of stock options and employee stock purchases under the ESPP.

During the year ended December 31, 2024, cash provided by financing activities consisted of $6.9 million of net proceeds from issuance of common stock, net of issuance cost, and $0.6 million of proceeds from the exercise of stock options and employee stock purchases under the employee stock purchase plan (“ESPP”).

Contractual Obligations

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The lease provides us with one option to extend the lease term for a period of five years at the then fair market rental value.

(2) We have royalty obligations under the terms of certain exclusive licensed patent rights.

(2) We have minimum royalty obligations under the terms of certain exclusive licensed patent rights.

The royalty obligations are cancellable any time by giving notice to the licensor, with the termination being effective 60 days after giving notice.

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(4) We have development milestone payments under the terms of certain license agreements.

A development milestone is payable after dosing the first patient in a Phase 1 Clinical Study, which we expect to occur in 2024.

A development milestone is payable upon initiation of GLP toxicology studies for a nominated collaboration target, which we expect to occur in the first quarter of 2025.

Financial Statements and Supplementary Data, Note 9 - “License Agreement" in the accompanying Notes to the financial statements for more information.

We enter into agreements in the normal course of business with CROs for clinical trials and with vendors for pre-clinical studies and other services and products for operating purposes, which are cancelable at any time by us, generally upon 30 to 60 days prior written notice.

These payments are not included in the above table of contractual obligations.

The above table also excludes unrecognized tax benefits of $2.3 million as of December 31, 2023 related to uncertain tax position which would affect the Company’s effective tax rate if recognized.

The above table also excludes unrecognized tax benefits and related interest and penalties of $4.1 million as of December 31, 2024.

Segment Information

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Payments to us under these arrangements typically include one or more of the following:

nonrefundable upfront and license fees, research funding, milestone and other contingent payments to us for the achievement of defined collaboration objectives and certain preclinical, clinical, regulatory and sales-based events, as well as royalties on sales of any commercialized products.

We assess whether the promises in our arrangements with

customers are considered as distinct performance obligations that should be accounted for separately.

non-refundable upfront and license fees, research funding, milestone and other contingent payments to us for the achievement of defined collaboration objectives and certain preclinical, clinical, regulatory and sales-based events, as well as royalties on sales of any commercialized products.

We assess whether the promises in our arrangements with customers are considered as distinct performance obligations that should be accounted for separately.

Judgment is required to determine whether the license to our intellectual property is distinct from the research and development services or participation on steering committees.

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There have been changes in estimates of research service periods and/or the related estimated FTE hours-to-completion of certain of our research development programs in each reporting period.

For example, changes in our estimated research service period resulted in recognition of higher total revenue of $8.2 million for certain programs in aggregate and lower total revenue of $6.0 million for other programs in aggregate, in the fourth quarter of 2023, as compared to the estimates in place at the end of the third quarter of 2023.

For example, changes in our estimated research service period resulted in recognition of higher total revenue of $27.4 million for certain programs in aggregate and lower total revenue of $9.5 million for other programs in aggregate, for 2024, as compared to the estimates in place at the end of 2023.

Such adjustments have impacted and will continue to impact the amounts and timing of our revenue recognized.

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Variations in the assumptions used to estimate accruals including, but not limited to, the number of patients enrolled, the rate of patient enrollment and the actual services performed, may vary from our estimates, resulting in adjustments to clinical trial expenses in future periods.

For example, during the three and nine months ended September 30, 2023, we recorded a $0.7 million credit upon final reconciliation of the CX-072 clinical trial and a $0.6 million credit in closing out certain activities of the CX-2009 clinical trial.

Changes in these estimates that result in material changes to our accruals could materially affect our financial condition and results of operations.

Uncertain Tax Position

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Additional utilization of carryforward attributes and indirect federal tax effects of the assessment would result in a reduction in deferred tax assets of $5.1 million.

We filed a protest to contest the proposed assessment in November 2023.

We filed a protest to contest the proposed

assessment in November 2023.

Due to the ongoing nature of the examination and discussions with the state of California, we are unable to estimate a date by which this matter will be resolved.

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Balance Sheets

Statements of Operations and Comprehensive Loss

Statements of Operations and Comprehensive Income (Loss)

Statements of Stockholders’ Deficit

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of CytomX Therapeutics, Inc.

To the Stockholders and Board of Directors of CytomX Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of CytomX Therapeutics, Inc.

(the Company) as of December 31, 2023 and 2022, the related statements of operations and comprehensive loss, stockholders' deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

(the Company) as of December 31, 2024 and 2023, the related statements of operations and comprehensive income (loss), stockholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 6, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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Amounts received under these arrangements typically include nonrefundable upfront payments and license fees, research funding, milestone and other contingent payments for the achievement of defined collaboration objectives and certain preclinical, clinical, regulatory and sales-based events, as well as royalties on sales of any commercialized products.

Auditing the Company’s accounting for revenue from collaboration agreements was complex and required significant judgments primarily in identifying which elements represent distinct performance obligations, determining the measurement and allocation of arrangement consideration, and evaluating estimates of the total expected inputs under the input method for revenue recognized over time.

Auditing the Company’s accounting for revenue from collaboration agreements was complex and required significant judgments primarily in evaluating estimates of the total expected inputs (hours) under the input method for revenue recognized over time.

How We Addressed the Matter in Our Audit

To test the accounting treatment for revenue from collaboration agreements, our audit procedures included, among others, whether the identified performance obligations were properly determined, and the transaction price was properly measured and allocated to the identified performance obligations.

To test the measurement of efforts toward satisfying the performance obligation, our audit procedures included, among others, testing a sample of cash receipts, reviewing management’s analysis for accuracy and completeness by agreeing data to the underlying contract, inspecting research or steering committee minutes, testing the application of the input method for the recognition of revenue, including testing the estimated total inputs and actual inputs incurred.

We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the determination of the actual hours incurred for each performance obligation for the period, management’s estimate of the total expected hours to be incurred for each performance obligation, and the calculation and recognition of revenue for each performance obligation.

To test the recognition of revenue from collaboration agreements, our audit procedures included, among others, testing a sample of cash receipts, confirming a sample of receivables, reviewing management’s analysis for accuracy and completeness by agreeing data to the underlying contract, inspecting research or steering committee minutes, testing the application of the input method for the recognition of revenue, including testing the actual hours incurred and management’s estimate of the total hours to be incurred for each performance obligation for revenue recognized over time.

/s/ Ernst & Young LLP

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March 6, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of CytomX Therapeutics, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited CytomX Therapeutics, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, CytomX Therapeutics, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheets of the Company as of December 31, 2024 and 2023, the related statements of operations and comprehensive income (loss), stockholders’ deficit and cash flows for the years then ended, and the related notes and our report dated March 6, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Jose, California

March 6, 2025

CYTOMX THERAPEUTICS, INC.

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Common stock, $ 0.00001 par value;

150,000,000 shares authorized, and 67,310,838

and 66,228,046 shares issued and outstanding at December 31, 2023 and 2022,

300,000,000 and 150,000,000 shares authorized,

and 80,099,889 and 67,310,838 shares issued and outstanding at December 31, 2024

and 2023, respectively

Additional paid-in capital

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CYTOMX THERAPEUTICS, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except share and per share data)

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Total operating expenses

Loss from operations

Income (loss) from operations

Interest income

Other income (expense), net

Income (Loss) before income taxes

Income before income taxes

Provision for income taxes

Other comprehensive loss:

Unrealized gain on available-for-sale investments, net of tax

Total comprehensive loss

Net loss per share, basic and diluted

Shares used to compute net loss per share, basic and diluted

Net income (loss)

Other comprehensive income (loss):

Unrealized gain (loss) on available-for-sale investments, net of tax

Total comprehensive income (loss)

Net income (loss) per share:

Shares used to compute net income (loss) per share

See accompanying notes to financial statements

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Issuance of common stock under the Employee Stock Purchase Plan

Issuance of pre-funded warrants and warrants, net of issuance cost

Stock-based compensation

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Issuance of common stock under the Employee Stock Purchase Plan

Issuance of pre-funded warrants and warrants, net of issuance cost

Issuance of common stock under the Open Market Sale Agreement, net of issuance cost

Exercise of pre-funded warrants

Stock-based compensation

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Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Amortization of intangible assets

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Accounts receivable

Prepaid expenses and other current assets

Prepaid expenses and other assets

Accounts payable

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Maturities of short term investments

Net cash (used in) provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Proceeds from issuance of pre-funded warrants and warrants, net of issuance cost

Proceeds from issuance of common stock, net of issuance cost

Proceeds from employee stock purchase plan and exercise of stock options

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of year

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CytomX Therapeutics, Inc.

(the “Company”) is a clinical-stage, oncology-focused biopharmaceutical company developing potent biologics designed to be preferentially localized to tumors.

(the “Company”) is a clinical-stage, oncology-focused biopharmaceutical company developing potent biologics designed to remain masked and inactive in healthy tissue and to be unmasked and preferentially activated in the tumor microenvironment.

The Company aims to build a commercial enterprise to maximize its impact on the treatment of cancer.

The Company is advancing potential first-in-class and best-in-class antibody-based therapeutics created using its PROBODY® therapeutic technology platform that could meaningfully improve outcomes for cancer patients.

Its proprietary and unique PROBODY technology platform is designed to enable “conditional activation” of antibody-based drugs in the tumor microenvironment while minimizing drug activity in healthy tissues and in circulation.

The Company is advancing potential first-in-class and best-in-class therapeutics created using its PROBODY ® therapeutic technology platform that could meaningfully improve outcomes for cancer patients.

Its proprietary and unique PROBODY technology platform is designed to enable “conditional activation” of masked antibody-based drugs in the tumor microenvironment across multiple therapeutic modalities.

The Company is located in South San Francisco, California and was incorporated in the state of Delaware in September 2010.

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Treasury securities.

Management has determined that it has one business activity and operates as one operating segment as it only reports financial information on an aggregate basis to its Chief Executive Officer and Principal Financial Officer, who are the Company’s chief operating decision makers.

All long-lived assets are maintained in the United States of America.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with original maturities of three months or less at the date of purchase to be cash equivalents.

Restricted cash represents a standby letter of credit issued pursuant to an office lease.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Restricted cash represents a standby letter of credit issued pursuant to an office lease and value added tax return.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets that sum to the total of the amounts shown in the statements of cash flows:

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Restricted cash - non-current assets

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

All investments have been classified as available-for-sale (“AFS”) and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end.

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There was no impairment of goodwill or intangible assets identified during the years ended December 31, 2024 and 2023 .

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Impairment of Long-Lived Assets

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Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value.

During the year ended December 31, 2023, there was no impairment of long-lived assets.

During the year ended December 31, 2022, the Company recorded an impairment loss of $ 0.3 million related to certain machinery and equipment.

During the years ended December 31, 2024 and 2023 , the Company recorded impairment loss of $ 0.1 million and $ 0 for long-lived assets.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Revenue Recognition

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Any consideration payable to the Company’s customers is treated as a reduction to the transaction price and revenue, unless the payment to the customer is in exchange for distinct good and services.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Comprehensive Income (Loss)

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The Company’s non-credit related unrealized gains and losses on investments during the period represent the component of other comprehensive income (loss) that is excluded from the reported net loss.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Contract Balances

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The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plan to pay any dividends on its common stock.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

The Company measures its restricted stock unit awards based on the market price of the Company’s common shares on the date of grant.

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The Company reassesses the estimated probability at each reporting period, and if it is determined at a future date that a performance condition is probable of being achieved, the Company will recognize a cumulative catch-up adjustment and record the remaining expense ratably over the remaining requisite service period.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

The Company accounts for income taxes using an asset and liability approach.

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The Company’s operating lease arrangement includes lease and non-lease components which are generally accounted for separately.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period.

Diluted net loss per share is the same as basic net loss per share since the effect of the potentially dilutive securities is anti-dilutive.

Basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2023 and 2022 are calculated as follows (in thousands, except share and per share data):

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which enhances transparency in income statement disclosures.

ASU 2024-03 requires entities to disclose detailed information about specific components of income statement expenses, such as employee compensation, depreciation, and amortization, as well as other significant expense categories.

The objective is to provide financial statement users with greater insight into the nature and variability of expenses, improving their ability to analyze financial performance and make informed decisions.

This update applies to all entities, with public entities required to provide both quantitative and qualitative disclosures, while private entities may follow simplified disclosure requirements.

The amendments are effective for fiscal years beginning after December 15, 2025, with early adoption permitted.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09"), which enhances transparency in income tax disclosures.

ASU 2023-09 require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign).

ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.

The Company will adopt the ASU for its 2025 Form 10-K on a prospective basis.

The Company is evaluating the impact on its financial statements.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding for the period.

Diluted net income (loss) per share is calculated using the weighted-average number of common shares outstanding, plus potential dilutive common stock during the period.

Diluted net loss per share is the same as basic net loss per share in the period when the effect of the potentially dilutive securities is anti-dilutive.

The pre-funded warrants are included in both the basic and diluted EPS calculation.

The following table presents the calculation of basic and diluted net income (loss) per share:

Year Ended December 31,

Shares used to compute net loss per share, basic and diluted

Net income (loss)

Weighted-average common shares outstanding

Weighted-average pre-funded warrants

Weighted-average common shares outstanding used to calculate basic and diluted net loss per share

Net loss per share, basic and diluted

Basic and Diluted

Weighted-average common shares outstanding used to calculate basic net income (loss) per share

Effect of potentially dilutive securities:

Stock options, ESPP & RSUs

Weighted-average common shares outstanding used to calculate diluted net income (loss) per share

Net income (loss) per share, basic and diluted

The following weighted-average outstanding shares of potentially dilutive securities are excluded from the computation of diluted net loss per share for the periods presented, because including them would have been anti-dilutive:

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or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amounts of the Company’s financial instruments, including restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities.

The Company’s financial instruments consist of Level I assets which consist primarily of highly liquid money market funds, some of which are included in restricted cash;

The Company’s financial instruments consist of Level I and Level II assets which consist primarily of highly liquid money market funds, some of which are included in restricted cash and U.S.

Treasury securities that are included in cash equivalent or short-term investments.

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Treasury securities

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

December 31, 2023

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The amortization expense for each of the years ended December 31, 2024 and 2023 was $ 0.1 million.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

(in thousands)

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Less accumulated amortization

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Accrued Liabilities

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Legal and professional expenses

Restructuring expenses

Other accrued expenses

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AbbVie was to be responsible for later development and commercialization, with global late-stage development costs shared between the two companies.

The Company was to assume 35 % of the net profits or net losses related to later development and commercialization unless it opted-out.

Under the Agreement, if the Company was to opt-out from participation of co-development of the CD71 conditionally activated ADC, which included CX-2029, AbbVie would have had the sole right and responsibility for the further development, manufacturing and commercialization of such CD71 conditionally activated ADC.

Under the CD71 Agreement, t he Company has received in aggregate $ 100.0 million in upfront and milestone payments.

AbbVie had entered into a license agreement with SGEN to license certain intellectual property rights pursuant to which the Company was required to pay SGEN sublicense fees for certain milestone achievements and an annual maintenance fee.

AbbVie had entered into a license agreement with Seattle Genetics, Inc.

(“SGEN”) to license certain intellectual property rights pursuant to which the Company was required to pay SGEN sublicense fees for certain milestone achievements and an annual maintenance fee.

These sublicense fees were treated as reductions to the transaction price and combined with the performance obligation to which they relate.

In March 2023, the Company announced that it would evaluate the potential next steps for CX-2029 following the decision from AbbVie, to not advance CX-2029 into additional clinical studies.

As a result of AbbVie’s decision, the 2016 CD71 License and Collaboration Agreement has been terminated and the Company re-acquired full rights to CX-2029.

As a result of AbbVie’s decision, the 2016 CD71 License and Collaboration Agreement was terminated in May 2023 and the Company re-acquired full rights to CX-2029.

The Company has completed the performance obligation under the CD71 Agreement as of March 31, 2023 and recognized the related remaining deferred revenue of $ 4.0 million in the first quarter of 2023.

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Under the terms of the Discovery Agreement, AbbVie received exclusive worldwide rights to develop and commercialize conditionally activated ADCs against up to two targets, one of which was selected in March 2017.

AbbVie had the option to select a second target in exchange for a $ 10.0 million payment.

The Company concluded that, at the inception of the agreement, AbbVie’s option to select the additional target was not a material right and did not represent a performance obligation of the agreement and would be accounted for as a separate arrangement upon exercise.

The Company shall perform research services to discover the PROBODY therapeutics and create conditionally activated ADCs for the nominated collaboration targets.

From that point, AbbVie shall have sole right and responsibility for development and commercialization of products comprising or containing such conditionally activated ADCs (“Discovery Licensed Products”).

Under the Discovery Agreement, the Company received an upfront payment of $ 10.0 million for the first target in April 2016 and subsequently received an additional $ 10.0 million payment triggered by selection of the second target by AbbVie in June 201 9.

The second target was selected un der the Discovery Agreement that allowed AbbVie to select a target for developing a conditionally activated ADC or a PROBODY antibody.

In December 2022, the Company completed the performance obligation for the second target earlier than the original research term projected to end in 2024 and recorded a cumulative change in estimate of $ 4.4 million.

In December 2022, the research on the two discovery targets under the Discovery Agreement concluded with no plans to advance the discovery targets into clinical studies or to pursue new programs.

The Discovery Agreement was also terminated in March 2023 by AbbVie and all target rights have reverted back to CytomX.

The Company determined that the AbbVie Agreements should be combined and evaluated as a single arrangement in determining revenue recognition, because both agreements were concurrently negotiated and executed.

Therefore, the Company concluded that there were two distinct performance obligations:

(1) the CD71 Agreement performance obligation consisting of the CD71 Agreement research, development and commercialization license, related research services and participation in the joint research committee, and

(2) the Discovery Agreement performance obligation consisting of the Discovery Agreement research, development and commercialization license, related research services and participation in the joint research committee.

The total transaction price for the Discovery Agreement and CD71 Agreement, collectively, upon adoption of ASC 606 on January 1, 2018 of $ 39.8 million consisted of $ 30.0 million in upfront payments, and a $ 14.0 million milestone payment received under the CD71 Agreement (net of the payment of an associated sublicense fee of $ 1.0 million to SGEN), less $ 4.2 million of estimated sublicense fees.

The upfront payments under the AbbVie Agreements were allocated between the two performance obligations based on the estimated relative standalone selling prices.

The $ 30.0 million of upfront payments was allocated $ 20.0 million to the CD71 Agreement, with the remaining $ 10.0 million allocated to the Discovery Agreement.

The $ 14.0 million milestone payment received (net of the payment of an associated sublicense fee of $ 1.0 million to SGEN) and the estimated sublicense fees of $ 4.2 million were allocated to the CD71 Agreement performance obligation as they are directly related to the development of the CX-2029.

Therefore, of the $ 39.8 million total initial transaction price discussed above, the Company allocated $ 29.8 million to the CD71 Agreement performance obligation and $ 10.0 million to the Discovery Agreement performance obligation and recognized revenue using an input measure for each performance obligation.

In applying the input method, revenue is recognized based on actual full time employee ("FTE") hours incurred as a percentage of total estimated FTE hours for completing the combined performance obligation over the estimated service period.

The Company evaluated the measure of progress each reporting period and, if necessary, adjusted the measure of performance and related revenue recognition.

The Company updated the transaction price for the CD71 Agreement performance obligation in May 2018, to include achievement of the $ 21.0 million milestone (net of the payment of an associated sublicense fee of $ 4.0 million to SGEN) and a revenue adjustment of $ 9.9 million was recognized in the second quarter of 2018 reflecting the percentage completed to-date on the project related to this milestone.

The transaction price was updated again in March 2020 upon achievement of the $ 40.0 million milestone related to satisfaction of the CD71 dose escalation success criteria and $ 26.6 million was recognized as revenue related to this milestone reflecting the percentage completed to-date on the project as of March 2020.

As of December 31, 2023 and 2022, deferred revenue related to the CD71 Agreement performance obligation was zero and $ 4.0 million respectively, and there were no deferred revenues related to the Discovery Agreement performance obligation, respectively.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

The Discovery Agreement was also terminated and all target rights have reverted back to CytomX.

In August 2023, the Company entered into a Transition Agreement (the “Transition Agreement”) with AbbVie Global Enterprises Ltd.

("AbbVie Global", an affiliate entity of AbbVie), pursuant to which the Company regained exclusive worldwide rights to develop CX-2029, a CD71-targeting conditionally activated antibody drug conjugate.

The Transition Agreement supersedes the CD71 Agreement that was terminated in May 2023, and grants certain intellectual property rights from AbbVie Global to enable the continued development of CX-2029 by the Company for all human and nonhuman diagnostic, prophylactic, and therapeutic uses.

Pursuant to the Transition Agreement, AbbVie Global is eligible to receive tiered sales royalties for CX-2029 ranging from the low-to-mid single digit percentages.

In the fourth quarter of 2023, the Company decided to not to make any further substantial investments in the CX-2029 program.

On September 29, 2017, the Company and Amgen, Inc.

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In October 2021, CytomX and Amgen executed an amendment to the Amgen Agreement primarily to (1) extend the target selection date for Amgen to select its additional targets for research and development, and (2) reduce the total number of milestone events and increase the total amount of milestone payments for EGFR Products.

In May 2023, CytomX and Amgen executed an amendment to the Amgen Agreement to extend the target selection period for Amgen to select its additional targets for research and development as further discussed below.

Under the terms of the Amgen Agreement, as amended, the Company and Amgen will co-develop a conditionally activated T-cell engaging bispecific therapeutic targeting epidermal growth factor receptor (the “EGFR Products”).

The Company is responsible for early-stage development of EGFR Products and Amgen will be responsible for late-stage development and commercialization of EGFR Products.

Following early-stage development, the Company will have the right to elect to participate financially in the global co-development of EGFR Products with Amgen, during which the Company would bear a certain percentage of the worldwide development costs for EGFR Products and Amgen would bear the rest of such costs (the “EGFR Co-Development Option”).

If the Company exercises its EGFR Co-Development Option, the Company will share in somewhat less than 50 % of the profit and losses from sales of such EGFR Products in the U.S., subject to certain caps, offsets, and deferrals.

If the Company chooses not to exercise its EGFR Co-Development Option, the Company will not bear any costs of later stage development.

The Company is also eligible to receive up to $ 460.0 million in development, regulatory, and commercial milestone payments for EGFR Products, and royalties in the low-double-digit to mid-teen percentage of worldwide commercial sales, provided that if the Company exercises its EGFR Co-Development option, it shall receive a profit and loss split of sales in the United States and royalties in the low-double-digit to mid-teen percentage of commercial sales outside of the United States.

In each of May 2023 and March 2024, CytomX and Amgen executed an amendment to the Amgen Agreement to extend the target selection period for Amgen to select its additional targets, by March 31, 2025 based on the latest extension, for research and development as further discussed below.

Under the terms of the Amgen Agreement, as amended, the Company and Amgen were co-developing a conditionally activated T-cell engager (“TCE”) targeting epidermal growth factor receptor (the “EGFR Products”).

The Company was responsible for early-stage development of EGFR Products and Amgen was to be responsible for late-stage development and commercialization of EGFR Products.

Following potential advancement beyond early-stage development, the Company had the right to elect to participate financially in the global co-development of EGFR Products with Amgen, during which the Company would have been responsible for a certain percentage of the worldwide development costs for EGFR Products and Amgen would have been responsible for the rest of such costs (the “EGFR Co-Development Option”).

If the Company had exercised its EGFR Co-Development Option, the Company would have been entitled to share in somewhat less than 50 % of the profit and losses from sales of such EGFR Products in the U.S., subject to certain caps, offsets, and deferrals.

If the Company had chosen not to exercise its EGFR Co-Development Option, the Company would not have been responsible for any costs of later stage development.

The Company was also eligible to receive up to $ 460.0 million in development, regulatory, and commercial milestone payments for EGFR Products, and royalties in the low-double-digit to mid-teen percentage of worldwide commercial sales, provided that if the Company had exercised its EGFR Co-Development option, it would have received a profit and loss split of sales in the United States and royalties in the low-double-digit to mid-teen percentage of commercial sales outside of the United States.

In January 2022, the IND for the EGFR product (CX-904) was allowed to proceed by the U.S.

Food and Drug Administration (“FDA”).

Amgen also has the right to select a total of up to three targets, including the two additional targets discussed below.

Food and Drug Administration (“F DA”) and the program progressed into Phase 1 dose escalation.

In March 2025, CytomX and Amgen jointly decided to not continue CX-904 development and Amgen terminated its license to the EGFR Products.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Amgen als o had the right to select a total of up to three targets, including the two additional targets discussed below.

The Company and Amgen collaborate in the research and development of conditionally activated T-cell engaging bispecifics therapies directed against such targets.

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T he Company concluded that, at the inception of the agreement and subsequent amendments, Amgen’s option to select the two additional targets is not a material right and does not represent a performance obligation of the agreement.

At the initiation of the collaboration, CytomX had the option to select from programs specified in the Amgen Agreement, an existing preclinical stage T-cell engaging bispecific product from the Amgen preclinical pipeline.

At the initiation of the collaboration, CytomX had the option to select from programs specified in the Amgen Agreement, an existing preclinical stage TCE product from the Amgen preclinical pipeline.

In March 2018, CytomX selected the program and this program is currently in preclinical development.

CytomX is responsible, at its expense, for converting this program to a conditionally activated T-cell engaging bispecific product, and thereafter, will be responsible for development, manufacturing, and commercialization of the product (“CytomX Product”).

CytomX is responsible, at its expense, for converting this program to a conditionally activated TCE product, and thereafter, will be responsible for development, manufacturing, and commercialization of the product (“CytomX Product”).

Amgen is eligible to receive up to $ 203.0 million in development, regulatory, and commercial milestone payments for the CytomX Product, and tiered mid-single digit to low double-digit percentage royalties.

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Therefore the identified promised goods and services were combined into one single performance obligation for each of the EGFR Product and the Amgen Other Products.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Furthermore, the Amgen Other Products are accounted for as a separate performance obligation from the EGFR Products as the nature of the services being performed is not the same and the value that Amgen can derive from one program is not dependent on the success of the other.

The Company evaluates the measure of progress each reporting period using the input method and, if necessary, adjusts the measure of performance and related revenue recognition.

Concurrent with the execution of the Amgen Agreement, the Company entered into a sublicense agreement whereby the Company granted Amgen a sublicense of its rights to one patent family that it co-owns with UCSB, that is exclusively licensed to the Company under the UCSB Agreement covering PROBODY antibodies and other pro-proteins in the fields of therapeutics, in vivo diagnostics and prophylactics.

6 unchanged sentences

The transaction price of each performance obligation was recognized using an input measure.

In applying the input method of revenue recognition, the Company uses actual FTE hours incurred relative to estimated total FTE hours expected to be incurred for each combined performance obligation over the research service period.

In applying the input method of revenue recognition, the Company uses actual full-time employee ("FTE") hours incurred relative to estimated total FTE hours expected to be incurred for each combined performance obligation over the research service period.

At the end of the second quarter of 2019, the Company determined that it would undertake additional testing and assessment of the molecules being evaluated under the EGFR project.

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As a result, the estimated FTE hours-to-completion and research service period related to the EGFR project were decreased from eight to approximately seven years .

In the third quarter of 2022, the FDA initiated Project Optimus which is aimed to reform the dose optimization and dose selection paradigm.

In the third quarter of 2022, the FDA initiated Project Optimus which is aimed to reform the dose

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

optimization and dose selection paradigm.

As a result, the estimated FTE hours-to-completion and research service period were increased by approximately an additional year.

The $ 4.8 million transaction price allocated to the Amgen Other Product performance obligation is recognized using estimated FTE hours-to-completion over the estimated research service period of six years .

The Company evaluates the measure of progress each reporting period using the input method and, if necessary, adjusts the measure of performance and related revenue recognition.

As of December 31, 2024 and 2023 deferred revenue related to the EGFR Products performance obligation was $ 9.7 million and $ 12.8 million , respectively.

As of December 31, 2023 and 2022, deferred revenue related to the Amgen Other Products performance obligation was zero and $ 0.6 million , respectively.

Deferred revenue related to the Amgen Other Products performance obligation was immaterial as of December 31, 2024 and 2023.

Astellas Pharma Inc.

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The Company does not consider the Cost Share Option as a performance obligation at the inception of the agreement as participation is at the Company’s discretion.

Pursuant to the Astellas Agreement, the consideration from Astellas is comprised of an upfront fee of $ 80.0 million and contingent payments for development, regulatory and sales milestones of up to an aggregate of approximately $ 1.6 billion.

The Company is also

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

entitled to tiered royalties from high-single digit to mid-teen percentage royalties from potential future sales.

Pursuant to the Astellas Agreement, the consideration from Astellas was comprised of an upfront fee of $ 80.0 million and total potential contingent payments for development, regulatory and sales milestones of up to an aggregate of approximately $ 1.6 billion.

The Company is also entitled to tiered royalties from high-single digit to mid-teen percentage royalties from potential future sales.

Astellas is responsible for all preclinical research costs incurred by either party as set forth in the preclinical research plan and the Company will receive research and development service fees based on a prescribed FTE rate.

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In applying the input method of revenue recognition, the Company uses actual FTE hours incurred relative to estimated total FTE hours expected to be incurred over the estimated research service period of each target.

In January 2023, the Company announced that it achieved a clinical candidate milestone under the Astellas Agreement which triggered a $ 5.0 million milestone payment to the Company.

The $ 5.0 million milestone payment was fully recognized in the first quarter of 2023 as the Company had completed its related performance obligation of the collaboration target which resulted in the clinical candidate nomination for further development.

In January 2023, the Company announced that it achieved a clinical candidate milestone under the Astellas Agreement which triggered a $ 5.0 million milestone payment to the Company which was fully recognized in the first quarter of 2023 as the Company had completed its related performance obligation of the first collaboration target which resulted in the clinical candidate nomination for further development.

In March 2024, the Company announced that it achieved the good laboratory practices ("GLPs") toxicology milestone for this candidate which triggered a $ 5.0 million milestone payment to the Company.

The $ 5.0 million milestone payment was fully recognized in the first quarter of 2024 as the Company had completed its related performance obligation of this first collaboration target.

Also, in March 2024, the Company announced that it achieved a clinical candidate milestone for a second collaboration target under the Astellas Agreement which triggered an additional $ 5.0 million milestone payment to the Company.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

$ 5.0 million milestone payment was fully recognized in the first quarter of 2024 as the Company had completed its related performance obligation of the second collaboration target which resulted in the clinical candidate nomination for further development.

In the first quarter 2025, Astellas initiated GLP toxicology studies for the second collaboration target nominated triggering a $ 5.0 million milestone payment to CytomX in the first quarter of 2025.

As of December 31, 2024 and 2023, deferred revenue relating to the Astellas Agreement was $ 17.4 million and $ 31.0 million , respectively.

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Bristol Myers Squibb Company

On May 23, 2014, the Company and Bristol Myers Squibb Company (“Bristol Myers Squibb”) entered into a Collaboration and License Agreement (the “BMS Agreement”) to discover and develop compounds for use in human therapeutics aimed at multiple immuno-oncology targets using the Company’s PROBODY therapeutic technology.

The effective date of the BMS Agreement was July 7, 2014.

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Under the terms of Amendment 1, the Company continued to have obligations to Bristol Myers Squibb to discover and conduct preclinical development of PROBODY therapeutics against any targets they chose to select during the research period under the terms of Amendment 1.

Pursuant to Amendment 1, the financial consideration from Bristol Myers Squibb was comprised of an upfront payment of $ 200.0 million, estimated research and development service fees, and contingent payments for development, regulatory and sales milestones

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

for the eight targets.

The Company was also entitled to tiered mid-single to low double-digit percentage royalties from potential future sales.

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The Company received an upfront payment of $ 50.0 million from Bristol Myers Squibb in July 2014.

In January and December 2016, Bristol Myers Squibb exercised the option to select the third and fourth targets, and paid the Company $ 10.0 million and $ 15.0 million, respectively, pursuant to the terms of the BMS Agreement.

In January and December 2016, Bristol Myers Squibb exercised the option to select the third and fourth targets, and paid the Company $ 10.0

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

million and $ 15.0 million, respectively, pursuant to the terms of the BMS Agreement.

In December 2016, Bristol Myers Squibb selected a clinical candidate pursuant to the BMS Agreement, which triggered a $ 2.0 million pre-clinical milestone payment to the Company.

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The Company accounted for Amendment 2 as a modification and reallocated the remaining unrecognized transaction price to the remaining performance obligations.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

In October 2022, the Company and Bristol Myers Squibb amended the BMS Agreement and entered into Amendment Number 3 (“Amendment 3”), as previously amended by Amendment 1 and Amendment 2, to clarify the rights and restrictions of certain new proprietary antibodies that the parties exchanged.

There were no substantive changes to each party's performance obligations.

As of December 31, 2023, the Company was eligible for up to approximately $ 2.1 billion in contingent payments for development, regulatory and sales milestones based on the ongoing collaboration projects, including for the CTLA-4 pro gram, with BMS.

On March 6, 2024, following a Bristol Myers Squibb corporate portfolio prioritization process, Bristol Myers Squibb notified CytomX that it does not intend to continue the development of BMS-986288 beyond the current Phase 2 study and terminated its work on the CTLA-4 target under the collaboration.

As of March 6, 2024, CytomX is eligible to receive approximately $1.8 billion in contingent payments for development, regulatory and sales milestones for the ongoing collaboration programs.

In March 2024, following a Bristol Myers Squibb corporate portfolio prioritization process, Bristol Myers Squibb notified CytomX that it does not intend to continue the development of BMS-986288 beyond the current Phase 2 study and terminated its collaboration license on the CTLA-4 target under the collaboration.

BMS-986288 was Bristol Myers Squibb’s leading next generation PROBODY CTLA-4 program that it had previously prioritized over BMS-986249, which was a PROBODY version of ipilimumab.

In June 2024, Bristol Myers Squibb prioritized its pre-clinical research activities under the collaboration and revised the research scope by one collaboration target.

The Company determined that it has no further obligations related to the target that was deprioritized and accounted for the reduction of the target as a modification and the related remaining unrecognized transaction price was reallocated to the remaining performance obligations.

The Company continues to be obligated to perform research work under Amendment 2 executed in February 2021 for multiple ongoing research programs for which CytomX’s research efforts on the programs are expected to be complete in April 2025.

As of December 31, 2024, the Company is eligible to receive approximately $ 1.3 billion in contingent payments for development, regulatory and sales milestones for the ongoing collaboration programs.

As of December 31, 2024, the Company has received in aggregate $ 297.0 million in upfront and milestone payments under the agreement.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

The Company reevaluated the remaining potential milestone payments and determined that significant revenue reversal was probable as the achievement of such milestones was highly dependent on factors outside the Company’s control.

As a result, these payments continued to be fully constrained and were not included in the transaction price on December 31, 2024.

As of December 31, 2023, the Company has received in aggregate $ 297.0 million in upfront and milestone payments under the agreement.

As of December 31, 2024 and 2023, deferred revenue relating to the BMS Agreement was $ 41.9 million and $ 119.9 million , respectively.

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In exchange, the Company received an upfront payment of $ 35.0 million in January 2023, including $ 5.0 million of prepaid research and development service fees.

The Company will continue to receive research and development service fees according to the preclinical research work plans based on a prescribed FTE rate and is eligible to receive up to approximately $ 1.2 billion in future development, regulatory, and commercial milestone payments.

The Company will continue to receive research and development service fees according to the preclinical research work plans based on a prescribed FTE rate and is eligible to receive up to approximatel y $ 1.2 billion i n future development, regulatory, and commercial milestone payments.

The Company is also eligible to receive tiered royalties from high-single digit to low-teen percentage rates of annual global net sales of any products that are commercialized under the Moderna Agreement.

The Moderna Agreement also provided Moderna with an option to participate in an equity financing by CytomX at market price, subject to certain terms, conditions and regulatory requirements.

The Company determined that each collaboration program was a distinct performance obligation consisting of the exclusive research, development and commercialization license, research services, and participation in the joint steering committee.

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In applying the input measure of revenue recognition, the Company uses actual FTE hours incurred relative to estimated total FTE hours expected to be incurred for the respective collaboration program over an estimated service period of four years .

Due to Moderna's budget considerations in 2025, the Company will continue its performance obligation primarily in 2026 and 2027.

As of December 31, 2024 and 2023, deferred revenue relating to the Moderna Agreement was $ 9.3 million and $ 24.2 million , respectively.

The amount due from Moderna under the Moderna Agreement was $ 0 and $ 35.0 million as of December 31, 2023 and December 31, 2022, respectively.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

The amount due from Moderna under the Moderna Agreement was $ 0.9 million and $ 0 as of December 31, 2024 and December 31, 2023, respectively.

Regeneron Pharmaceuticals, Inc.

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Regeneron is responsible for funding the cost of preclinical research and discovery activities of both parties for all Licensed Products and for funding the cost of development, manufacturing and commercialization of all Licensed Products worldwide.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Pursuant to the Regeneron Agreement, the consideration from Regeneron is comprised of an upfront fee of $ 30.0 million, contingent payments for development and regulatory milestones and commercial milestone payments of up to an aggregate of approximately $ 0.8 billion.

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Balance at 12/31/2024

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

The Company expects that the $ 94.1 million of deferred revenue related to the following contracts as of December 31, 2024 will be recognized as revenue based on actual FTE effort and estimated program progress as set forth below.

2 unchanged sentences

• The $ 17.4 million of deferred revenue related to the Astellas Agreement is expected to be recognized until 2026 .

• The $ 119.9 million of deferred revenue related to the BMS Agreement is expected to be recognized until 2025 .

• The $ 24.2 million of deferred revenue related to the Moderna Agreement is expected to be recognized until 2027 .

• The $ 41.9 million of deferred revenue related to the BMS Agreement is expected to be recognized until the second quarter of 2025 .

• The $ 9.3 million of deferred revenue related to the Moderna Agreement is expected to be recognized primarily in 2026 and 2027 due to Moderna's budget considerations in 2025.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

• The $ 15.6 million of deferred revenue related to the Regeneron Agreement is expected to be recognized until 2026 .

License Agreement

The Company has an exclusive, worldwide license agreement with UCSB (the “UCSB Agreement”), relating to the use of certain patents and technology relating to its core technology, including its therapeutic antibodies, and to certain patent rights the Company co-owns with UCSB covering PROBODY antibodies and other pro-proteins.

Pursuant to the UCSB Agreement, the Company is obligated to (i) make royalty payments to UCSB on net sales of its products covered under the agreement, subject to annual minimum amounts, (ii) make milestone payments to UCSB upon the occurrence of certain events, (iii) make a milestone payment to UCSB upon occurrence of an IPO or change of control, and (iv) reimburse UCSB for prosecution and maintenance of the licensed patents.

If the Company sublicenses its rights under the UCSB Agreement, it is obligated to pay UCSB a percentage of the total sublicense revenue received, which total amount would be first reduced by the aggregate amount of certain research and development related expenses incurred by the Company and other permitted deductions.

As part of the UCSB Agreement, the Company has annual minimum royalty obligations of $ 0.2 million under the terms of certain exclusive licensed patent rights.

The royalty obligations are cancellable any time by giving notice to the licensor, with the termination being effective 60 days after giving notice.

UCSB Agreement

In August 2010, the Company entered into an exclusive, worldwide license agreement with University of California, Santa Barbara (“UCSB”), relating to the use of certain patents and technology relating to its core technology, including its therapeutic antibodies, and to certain patent rights the Company co-owns with UCSB covering PROBODY antibodies and other pro-proteins (the “UCSB Agreement”).

Pursuant to the UCSB Agreement, the Company has annual minimum royalty obligations of $ 0.2 million under the terms of certain exclusive licensed patent rights.

In April 2019, the Company entered into Amendment No.3 to the UCSB Agreement to adjust and clarify certain sublicense terms (“Amendment No.3”).

In connection with the amendment, the Company issued to UCSB 150,000 shares of CytomX common stock with a fair value of $ 10.68 per share.

Under the terms of Amendment No.3, the Company and UCSB agreed to modify the determination of sublicense revenues payable by the Company to UCSB on certain existing collaboration agreements and on collaboration agreements executed subsequent to Amendment No.3.

In exchange, the Company agreed to make an upfront payment of $ 1.0 million as well as additional annual license maintenance fees of $ 0.8 million through 2031 .

Under the terms of Amendment No.3, the Company agreed to make an additional annual license maintenance fees of $ 0.8 million through 2031 .

In the event that the Company terminates the agreement due to material concern of the safety or efficacy of the related technology, 50 % of all remaining maintenance fees will become due immediately.

2 unchanged sentences

In 2023, the Company incurred $ 0.2 million of sublicense fees triggered by achieving the clinical candidate milestone under the Astellas Agreement.

In 2024, the Company incurred $ 0.6 million of sublicense fees triggered by achieving the GLP toxicology studies milestone for the first clinical candidate which was nominated by Astellas in 2023, as well as by achieving the clinical candidate nomination milestone for a second collaboration target under the Astellas Agreement.

In the first quarter 2025, the Company incurred $ 0.2 million of sublicense fees triggered by achieving the GLP toxicology studies milestone for the second clinical candidate which was nominated by Astellas in 2024.

During the years ended December 31, 2024 and 2023 , the Company incurred sublicense expenses of $ 1.6 million and $ 1.1 million, respectively, under the provisions of the UCSB Agreement.

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The license gives the Company the sole ability to develop, manufacture, use and commercialize any licensed product that incorporates, is comprised of, or otherwise derived from PROBODY technology that targets EpCAM in any human therapeutic field on a worldwide basis.

In exchange, the Company made an upfront license payment of $ 7.5 million, and will

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

pay up to $ 35.0 million in certain clinical development milestones and up to $ 320.0 million in regulatory approval and commercial milestone payments, if achieved.

In exchange, the Company made an upfront license payment of $ 7.5 million, and will pay up to $ 35.0 million in certain clinical development milestones and up to $ 320.0 million in regulatory approval and commercial milestone payments, if achieved.

ImmunoGen is also entitled to royalties on product sales ranging from the mid-to-high single digits percentages.

In April 2024, the Company made a $ 5.0 million payment of the $ 35.0 million in potential clinical development milestone payments to AbbVie (formerly ImmunoGen) with respect to achieving the milestone of dosing the first patient for CX-2051 under the ImmunoGen 2019 License Agreement.

Seattle Genetics, Inc ("SGEN")

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(“AbbVie”), pursuant to which the Company regained exclusive worldwide rights to develop CX-2029, a CD71-targeting conditionally activated antibody drug conjugate.

The Transition Agreement supersedes the CD71 Co-Development and License Agreement (the “Collaboration Agreement”) entered into between the Company and AbbVie Ireland Unlimited Company (an affiliate entity of AbbVie) in 2016, that was terminated in May 2023, and grants certain intellectual property rights from AbbVie to enable the continued development of CX-2029 by Company for all human and nonhuman diagnostic, prophylactic, and therapeutic uses.

Pursuant to the Transition Agreement, AbbVie is eligible to receive tiered sales royalties for CX-2029 ranging from the low-to-mid single digit percentages.

CytomX will also pay SGEN potential future development, regulatory, and commercial milestones, and tiered sales royalties ranging from the mid-to-high single digits percentages related to certain CX-2029 linker payload technology licensed from SGEN.

The Company’s royalty obligations for a particular CX-2029 product sold in any country shall continue until the later of (i) the date on which such CX-2029 product is no longer covered by certain patent rights in such country, (ii) the loss of regulatory exclusivity for such CX-2029 product in such country, or (iii) the tenth anniversary of the first commercial sale for such CX-2029 product in such country.

Pursuant to the Transition Agreement, the Company will pay an annual exclusive license maintenance fee of $ 0.3 million starting 2023 through the date on which licensee receives first regulatory approval in the territory for the applicable licensed product.

The Transition Agreement will continue in effect on a country-by-country basis until the expiration of the obligation to make payments under the Transition Agreement with respect to CX-2029 in each country, unless earlier terminated by either party pursuant to its terms.

Either the Company or AbbVie may terminate the Transition Agreement for the other party’s insolvency or certain uncured breaches;

the Company may terminate the Transition Agreement without cause;

and AbbVie may terminate the Transition Agreement if the Company or any of its sublicensees or affiliates challenge certain SGEN patents.

During the year ended December 31, 2023, the Company incurred sublicense expenses of $ 0.3 million under the provisions of the Transition Agreement.

The Transition Agreement superseded the CD71 Co-Development and License Agreement (the “Collaboration Agreement”) entered into between the Company and AbbVie Ireland Unlimited Company (an affiliate entity of AbbVie) in 2016, that was terminated in May 2023, and granted certain intellectual property rights from AbbVie to enable the continued development of CX-2029 by the Company for all human and nonhuman diagnostic, prophylactic, and therapeutic uses.

Pursuant to the Transition Agreement, the Company paid an annual license maintenance fee of $ 0.3 million to SGEN for certain related technology starting 2023 through the date on which licensee receives first regulatory approval in the territory for the applicable licensed product.

The Company terminated the Transition Agreement in the first quarter of 2025.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Commitments and Contingencies

Legal Proceedings

On March 4, 2020 , Vytacera Bio, LLC filed a patent infringement lawsuit against the Company in the U.S.

On March 4, 2020 , Vytacera Bio, LLC (“Vytacera”) filed a patent infringement lawsuit against the Company in the U.S.

District Court for the District of Delaware.

The lawsuit alleges that the Company's use, offers to sell, and/or sales of the PROBODY® technology platform for basic research applications constitutes infringement.

The complaint seeks unspecified monetary damages.

In September 2022, the Company filed a motion to dismiss the case and the Court granted the parties’ stipulation to stay all pending case deadlines until that motion is finally resolved.

On October 30, 2023, Magistrate Judge Burke issued a Report & Recommendation that recommended granting Company’s motion to dismiss all counts of the complaint.

In January 2024, the case was transferred to a new judge and the case will remain stayed pending a ruling by the trial judge on the Magistrate’s Report & Recommendation.

The Company believes that the lawsuit is without merit and intends to vigorously defend itself.

The Company does not believe a loss is probable and has no t recorded any amount as a contingent liability for claims associated with this lawsuit as of December 31, 2023.

The lawsuit alleged that the Company's use, offers to sell, and/or sales of the PROBODY ® technology platform for basic research applications constituted infringement.

The complaint sought unspecified monetary damages.

In September 2022, the Company filed a motion to dismiss the case.

On October 17, 2024, the Court dismissed the case and on October 28, 2024, the Court ordered the case to be closed.

Indemnifications

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The Company currently has directors’ and officers’ insurance.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Operating Lease

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December 31, 2023

(in thousands)

Weighted-average remaining lease term (in years)

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Operating lease

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

December 31, 2024

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The sublease is classified as an operating lease whereby sublease income is recognized on a straight-line basis over the sublease term that expires on September 30, 2026.

For the year ended December 31, 2023, sublease income was $ 0.9 million.

For the year ended December 31, 2024 and 2023 , sublease income was $ 1.2 million and $ 0.9 million, respectively.

December 31, 2024

2 unchanged sentences

Total sublease income payments

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

In February 2020, the Company entered into the Open Market Sale Agreement (as amended on each of March 4, 2022 and August 9, 2024, the “Sales Agreement”) with Jefferies LLC (“Jefferies”), to sell its common stock, at par value $ 0.00001 per share, with aggregate gross sales proceeds of up to $ 75,000,000 , from time to time upon the Company’s request, through an at-the-market ("ATM") offering under which Jefferies will act as sales agent.

Pursuant to the Sales Agreement, Jefferies as the sales agent will receive a commission of 3.0 % of the gross sales price for shares of common stock sold under the Sales Agreement.

In April 2024, under the Sales Agreement, the Company sold 2,270,608 shares at an average price of $ 2.20 per share and received net proceeds of approximately $ 4.8 million after deducting the 3.0 % sales commission and related issuance cost.

In December 2024, the Company sold 1,654,594 shares at an average price of $ 1.3 per share under the ATM offering and received net proceeds of approximately $ 2.1 million after deducting the 3.0 % sales commission and related issuance cost.

In June 2023, the Company entered into an agreement with BVF Partners L.P.

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In the private placement, CytomX issued pre-funded warrants to BVF to purchase up to 14,423,077 shares of common stock, accompanying Tranche 1 warrants to purchase up to 5,769,231 shares of common stock and accompanying Tranche 2 warrants to purchase up to 5,769,231 shares of common stock, at a combined price of $ 2.08 per share.

The following table summarizes the Company's outstanding warrants as of December 31, 2023:

In May 2024, BVF exercised its right to purchase 7.5 million shares of common stock through its pre-funded warrants at an exercise price of $ 0.00001 per share.

The following table summarizes the Company's warrants activities:

Pre-funded Warrants

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Exercise Price

Warrants Outstanding

Balance at December 31, 2023

Balance at December 31, 2024

The pre-funded warrants will expire in July 2043 , while Tranche 1 and Tranche 2 warrants will expire in July 2025 and July 2026 , respectively.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

In the May 2024 annual meeting of stockholders, the Company's authorized shares of common stock were approved to increase from 150,000,000 shares to 300,000,000 shares.

Stock-based Compensation

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As of December 31, 2024 and 2023 , 2,319,648 shares and 2,944,245 shares of common stock, respectively, were available for future issuance under the 2015 Plan.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

The 2019 Plan

5 unchanged sentences

As of December 31, 2024 and 2023 , 1,658,672 and 1,725,656 shares, respectively, of common stock were available for future issuance under the 2019 Plan.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

The following table summarizes the Company's stock option activities :

4 unchanged sentences

Options exercised

Options cancelled

Options cancelled/forfeited

Balances at December 31, 2024

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Balance at December 31, 2023

RSUs cancelled

RSUs forfeited

Balance at December 31, 2024

2 unchanged sentences

The TSRUs generally vest ratably over two to four years.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Performance-based RSUs ("PSU")

2 unchanged sentences

In July 2022, the Company determined that the performance condition for 2021-Tranche-1 was met and recorded $ 1.0 million of stock-based compensation expense for the year ended December 31, 2022.

In September 2023, the performance condition for 2021-Tranche 2 was modified and the award was vested in in September 2023.

As a result, the Company recorded $ 0.1 million of stock-based compensation expense for 2021-Tranche 2 for the three and nine months ended September 30, 2023 .

In September 2023, the performance condition for 2021-Tranche-2 was modified and the award was vested in September 2023.

As a result, the Company recorded $ 0.1 million of stock-based compensation expense for 2021-Tranche-2 for the year ended December 31, 2023.

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

In August 2022, the Company granted 250,000 PSUs to executive employees with an aggregated grant date fair value of approximately $ 0.4 million.

Vesting for 50% of the PSUs granted will occur upon attaining certain specific milestones by December 2023 (“2022-Tranche 1”), and the remaining 50% will vest upon attaining certain specific milestones by December 2024 (“2022-Tranche 2”).

In December 2023, the Company determined that the performance conditions for 2022-Tranche 1 was satisfied and the award was vested in December 2023.

As a result, the Company recorded the remaining $ 128,000 c ompensation cost for the Tranche 1 award for the year ended December 31, 2023.

Vesting for 50% of the PSUs granted was set to occur upon attaining certain specific milestones by December 2023 (“2022-Tranche-1”), and the remaining 50% was set to vest upon attaining certain specific milestones by December 2024 (“2022-Tranche-2”).

For the year ended December 31, 2022, the Company recorded $ 55,000 c ompensation cost for the Tranche-1 award.

As of December 31, 2023, the Company determined that it is probable that the performance conditions for 2022-Tranche 2 will be satisfied and recorded $ 106,000 compensation cost for the award 2023.

In December 2023, the Company determined that the performance condition for 2022-Tranche-1 was satisfied and the award was vested in December 2023.

As a result, the Company recorded the remaining $ 128,000 c ompensation cost for the 2022-Tranche-1 award for the year ended December 31, 2023.

In August 2024, the Company determined that the performance condition for the 2022-Tranche-2 had been satisfied and the award was vested in August 2024.

As a result the Company recorded $ 77,000 and $ 106,000 stock-based compensation cost for 2022-Tranche 2 for the years ended December 31, 2024 and 2023, respectively.

In February 2023, the Company granted 760,000 PSUs to executive employees with an aggregated grant date fair value of approximately $ 1.9 million.

Vesting for 50% of the PSUs granted will occur upon attaining certain specific milestones by December 2024 (“2023-Tranche-1”), and the remaining 50% will vest upon attaining certain specific milestones by December 2025 (“2023-Tranche-2”).

The Company determined that it is not probable that the performance conditions will be satisfied for each of these tranches and no compensation cost was recorded for these awards through December 31, 2023.

As of December 31, 2024, the PSUs for 2023-Tranche-1 were cancelled as the related performance condition was not met by December 2024.

The Company determined that it is not probable that the performance condition will be satisfied for 2023-Tranche-2 and no compensation cost was recorded for these awards through December 31, 2024.

In January 2024, the Company granted 810,000 PSUs to executive employees with an aggregated grant date fair value of approximately $ 1.3 million.

Vesting for 50% of the PSUs granted will occur upon attaining certain specific milestones by December 2025 (“2024-Tranche-1”), and the remaining 50% will vest upon attaining certain specific milestones by December 2026 (“2024-Tranche-2”).

The Company determined that it is not probable that the performance conditions will be satisfied for each of these tranches and hence no compensation cost was recorded for these awards through December 31, 2024.

The following table summarizes the Company's PSU activities:

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Balance at December 31, 2023

PSUs cancelled

PSUs forfeited

Balance at December 31, 2024

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Dividend yield

Expected term

Expected term (in years)

Weighted average fair value

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Management considered all available evidence, both positive and negative, including but not limited to our historical operating results, income or loss in recent periods, cumulative losses in recent years, forecasted earnings, future taxable income, and significant risk and uncertainty related to forecasts, and concluded the deferred tax assets are not more likely than not to be realized.

The net change in the total valuation allowance for the years ended December 31, 2023 and 2022 was an increase of $ 9.4 million and $ 22.7 million, respectively.

The net change in the total valuation allowance for the years ended December 31, 2024 and 2023 was a decrease of $ 13.4 million and an increase of $ 9.4 million, respectively.

The Company had net operating loss carryforwards for federal and state income tax purposes of approximately $ 294.3 million and $36.7 million, respectively, as of December 31, 2024 , available to reduce future taxable income.

Of the federal net operating loss carryforwards, $ 65.6 million will begin to expire in 2034 , if not utilized and $ 204.1 million will carryforward indefinitely.

Of the federal net operating loss carryforwards, $ 65.6 million will begin to expire in 2034 , if not utilized and $ 228.7 million will carried forward indefinitely.

The state net operating loss carryforwards will begin to expire in 2032 , if not utilized.

The Company also has federal and state research and development tax credits carryforwards of $ 24.4 million and $ 13.7 million, respectively, as of December 31, 2023 available to reduce future income taxes.

The Company also has federal and state research and development tax credit carryforwards of $ 26.0 million and $ 14.5 million, respectively, as of December 31, 2024 available to reduce future income taxes.

The federal research and development tax credits will begin to expire in 2031 if not utilized.

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Although realization is not assured, management believes it is more likely than not that any limitation under IRC Section 382 will not impair the realizability of the deferred income tax assets related to federal and state net operating loss carryforwards .

The Company updated its Section 382 analysis through the year ended December 31, 2023 and concluded no ownership changes occurred in current year which would result in a reduction of its net operating loss or in its research and development credits expiring unused.

If additional ownership change occurs, the utilization of net operating loss and credit carryforwards could be significantly reduced.

The Company reviewed its stock ownership for the year ended December 31, 2024 and concluded no ownership changes occurred in current year which would result in a reduction of its net operating loss or in its research and development credits expiring unused.

If the additional ownership change occurs, the utilization of net operating loss and credit carryforwards could be significantly reduced.

CYTOMX THERAPEUTICS, INC.

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Balance at end of the year

Of the unrecognized tax benefits as of December 31, 2023 and 2022, approximately $ 2.3 mill ion would affect the Company’s effective tax rate if recognized.

Penalties and interest of $ 1.0 million and $ 0.6 million, respectively, have been accrued for the year ended December 31, 2023.

Of the unrecognized tax benefits as of each of December 31, 2024 and 2023, approximately $ 2.3 mill ion, would affect the Company’s effective tax rate if recognized.

Penalties and interest of $ 1.0 million and $ 0.8 million, respectively, have been accrued for as of December 31, 2024.

The Company files income taxes in the U.S.

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During the years ended December 31, 2024 and 2023, the Company made contributions to the plan o f $ 0.6 m illion, $ 0.5 million, respectively.

Restructuring

On July 13, 2022, the Company announced a restructuring plan to prioritize its resources on its emerging pre-clinical and early clinical pipeline as well as its existing collaboration partnerships.

The restructuring plan resulted in a reduction to its workforce of approximately 40 %.

Restructuring costs of $ 2.4 million and $ 5.1 million were recorded in general and administrative expense and research and development expense, respectively, for the year ended December 31, 202 2.

The restructuring was complete in the third quarter of 2023.

The following is a summary of accrued restructuring costs as of December 31, 2023 and 2022 (in thousands):

Severance and Benefits Costs

Contract Termination Cost

Balance at December 31, 2022

Change in estimates

Balance at December 31, 2023

Segment Disclosures

The Company operates as a single operating segment.

The Chief Executive Officer is identified as the Chief Operating Decision Maker (CODM).

The CODM primarily reviews the Company’s financial information on an aggregate basis.

The CODM utilizes the aggregated financial information to make strategic decisions, assess performance, and allocate resources across the Company.

The aggregate information includes the revenue by collaboration partner, research and development expense by program, as well as net income that is reported on the Statements of Operations and Comprehensive Income (Loss).

Net income (loss) is used to monitor budget versus actual results in assessing performance of the segment and in establishing management's compensation.

The measure of segment assets is reported on the Balance Sheets as total assets.

All of the Company’s long-lived assets are located in the United States.

In addition to the revenue by collaborative partners disclosed in Note 8, the CODM reviews the following significant expenses in making decisions about the allocation of resources and assessing performance (in thousands):

CYTOMX THERAPEUTICS, INC.

Notes to Financial Statements

Year Ended December 31,

(in thousands)

Total revenue

External costs incurred by product candidate (target):

CX-904 (EGFRxCD3)

CX-2051 (EpCAM)

CX-801 (IFNα2b)

CX-2029 (CD71)

Other wholly owned and partnered programs

General research and development expenses

Total external costs

Internal costs

Research and development expenses

General and administrative expenses

Income (loss) from operations

Interest income

Other income (expense), net

Income/(loss) before income taxes

Provision for income taxes

Net income (loss)

Subsequent Event

On January 6, 2025, the Company announced a restructuring plan to streamline its organization and prioritize CX-2051 (EpCAM PROBODY ® ADC) and its activities to support its research collaborations.

The restructuring plan will result in a reduction to its workforce by approximately 40 % and is expected to be substantially completed in the first quarter of 2025.

The Company estimates that it will incur aggregate restructuring charges of approximately $ 4.0 million, primarily related to one-time severance payments and other employee-related costs, which the Company expects will be substantially recor ded in the first quarter of 2025.

Changes in and Disagreements with Acco untants on Accounting and Financial Disclosure

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Based on our evaluation under the framework in Internal Control – Integrated Framework, the Company's Principal Executive Officer and Principal Financial Officer concluded that, as of December 31, 2024, our internal control over financial reporting was effective.

Remediation of Material Weakness

In connection with preparing our financial statements for the year ending December 31, 2022 and evaluating new collaboration and license agreements initiated in the fourth quarter of 2022, we re-evaluated our previous application of ASC 606 for our collaboration and license agreements and identified an error.

Upon reassessment, we have determined that certain revenue should be recognized over time using an input method as an appropriate measure of progress, rather than ratably over the estimated research period.

The Company’s internal control to perform a technical accounting analysis for collaboration and license agreements failed to operate as designed.

As a result, we concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2022.

The Company identified a material weakness in internal control over financial reporting related to its application of ASC 606 for license and collaboration agreements.

To remediate this material weakness, during the six months ended June 30, 2023, we have implemented and improved the operation of our controls related to the application of ASC 606 to our collaboration and license agreements and the related controls to measure the progress in satisfying the performance obligations.

Management has determined that the material weakness was remediated during the three months ended June 30, 2023, due to enhancements made to our related technical accounting analysis processes and internal controls during the period.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has also been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report included in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

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Othe r Information

CytomX’s ongoing research collaboration with Bristol Myers Squibb, which includes multiple ongoing preclinical programs, including T-cell engagers, will continue .

Trading Arrangements

During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted , terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Termination of CX-2009 & CX-2029

On January 31, 2025, the Company sent formal notice of termination to AbbVie Global Enterprises Ltd.

(“AbbVie”) regarding the Transition Agreement dated August 22, 2023 between AbbVie and the Company (the “AbbVie Transition Agreement”) and the sublicense pertaining to CX-2029 under the AbbVie Transition Agreement.

The Company previously announced in 2023 that it would not significantly invest in further development and has now terminated AbbVie Transition Agreement.

Qn January 31, 2025, the Company sent formal notice of termination to ImmunoGen, Inc.

( “ImmunoGen”, now AbbVie) regarding the License Agreement dated February 16, 2016 between ImmunoGen and the Company (the “ImmunoGen License Agreement”) and the sublicense pertaining to CX-2009 under the Immunogen License Agreement.

The Company previously announced it would end development work of CX-2009 in 2022 and has now terminated ImmunoGen License Agreement.

2025 Executive Retention Program

To further incentivize the Company’s executive efforts critical to 2025 goals of the Company, and to recognize their continued commitment to the organization, the Board approved a 2025 cash incentive award program (the “Retention Program”) effective upon filing of the annual report on Form 10-K for the fiscal year 2024.

The Retention Program is conditioned on the achievement by the Company of $50 million of new capital from all sources by December 31, 2025, and continued employment by the Company as of the date of completion of the performance condition.

Under this Retention Program, Company executives will be eligible to receive a one-time cash payment equal to 50% of annual target bonus incentive of such executive upon the successful completion of this performance condition if employed on such date.

No retention awards will be earned or issued if the new capital condition is not met by December 31, 2025.

Executives did not earn and the Company did not pay annual cash bonus for 2024.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

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Amendments to, and waivers from, the code of business conduct and ethics that apply to any director, executive officer or persons performing similar functions will be disclosed at the website address provided above and, to the extent required by applicable regulations, on a Current Report on Form 8-K filed with the SEC.

We have adopted an insider trading policy (the “Corporate Securities Trading Policy”) governing the purchase, sale and other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standard s.

A copy of our Corporate Securities Trading Policy as Exhibit 19.1 to the Annual Report on Form 10-K for the year ended December 31, 2023 was filed with the SEC on March 11, 2024.

Executi ve Compensation

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Exhibit Description

Open Market Sale Agreement, dated as of February 27, 2020, by and between CytomX Therapeutics, Inc.

and Jefferies LLC.

Amended and Restated Certificate of Incorporation.

Certificate of Amendment to Amended and Restated Certificate of Incorporation of CytomX Therapeutics, Inc.

Amended and Restated Bylaws.

Amended and Restated Bylaws of CytomX Therapeutics, Inc,.

effective March 20, 2024.

Reference is made to exhibits 3.1 through 3.2.

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and Amgen, Inc.

Amendment No.

4 to the Collaboration and License Agreement, dated as of March 28, 2024, by and between CytomX Therapeutics, Inc.

and Amgen, Inc.

Collaboration and License Agreement dated as of March 23, 2020, by and between CytomX Therapeutics, Inc.

and Astellas Pharma Inc.

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.

Second Amendment to the Research Collaboration Agreement by and between CytomX Therapeutics, Inc.

and ImmunoGen Inc., dated as of February 12, 2016

Third Amendment to the Research Collaboration Agreement by and between CytomX Therapeutics, Inc.

and ImmunoGen Inc., dated as of March 3, 2017.

License Agreement by and between CytomX Therapeutics, Inc.

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and Regeneron Pharmaceuticals, Inc.

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.

Collaboration and License Agreement dated as of December 30, 2022 by and between CytomX Therapeutics, Inc.

and ModernaTX, Inc.

Consulting Agreement effective as of December 14, 2020, by and between CytomX Therapeutics, Inc and Dr.

Michael Kavanaugh.

Retirement Agreement by and between CytomX Therapeutics, Inc and Dr.

Michael Kavanaugh, dated as of December 1, 2020.

Consulting Agreement, effective as of April 1, 2021, by and between CytomX Therapeutics, Inc.

Charles Fuchs.

Consulting Agreement effective as of October 1, 2022, by and between CytomX Therapeutics, Inc.

and Carlos Campoy.

Consulting Agreement effective as of September 13, 2022, by and between CytomX Therapeutics, Inc.

Peterson, M.D.

Unit Purchase Agreement by and among the CytomX Therapeutics, Inc.

and certain accredited investors named therein, dated June 29, 2023.

Open Market Sale Agreement, dated as of February 27, 2020, by and between CytomX Therapeutics, Inc.

and Jefferies LLC.

Amendment No.

1 to Open Market Sales Agreement, dated as of March 4, 2022, by and between CytomX Therapeutics, Inc.

and Jefferies LLC.

Amendment No.

2 to Open Market Sales Agreement, dated as of August 9, 2024, by and between CytomX Therapeutics, Inc.

and Jefferies LLC.

Corporate Securities Trading Policy

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Christopher W.

Senior Vice President, Finance and Accounting

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

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March 6, 2025

Zhen Su, M.D.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis