What changed in this filing

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Item 4. Controls and Procedures

2025-05-12 compared with 2024-11-07 · 349 added, 445 removed, 447 unchanged (64% of the section changed)

15 unchanged sentences

• our expectations regarding the potential benefits, activity, effectiveness and safety of our product candidates and therapeutics developed utilizing our PROBODY® conditionally activated platform technology;

• the initiation, timing, progress and results of our ongoing clinical trials, research and development programs, preclinical studies, and Investigational New Drug Application (“IND”), Clinical Trial Application, New Drug Application (“NDA”), Biologics License Application (“BLA”);

and other regulatory submissions;

• the timing of the completion of our ongoing clinical trials and the timing and availability of clinical data from such clinical trials;

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• our receipt and timing of any milestone payments or royalties under any research collaboration and license agreements or arrangements;

• our expectations and beliefs regarding the evolution of the market for cancer therapies and development of the immuno-oncology industry;

• our expectations and beliefs regarding the evolution of the market for cancer therapies and development of the oncology industry;

• the rate and degree of market acceptance of any approved product candidates;

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• our estimates of our expenses, ongoing losses, future revenue and capital requirements;

• our ability to obtain additional funds for our operations;

• our ability to obtain additional funds for our operations and continue as a going concern;

• our or any collaborator’s ability to obtain and maintain intellectual property protection for our technologies and product candidates and our ability to operate our business without infringing the intellectual property rights of others;

• our reliance on third parties to conduct our preclinical studies or any future clinical trials;

• our reliance on third-party supply and manufacturing partners to supply the materials and components for, and manufacture, our research and development, preclinical and clinical trial product supplies;

• our ability to attract and retain qualified key management and technical personnel;

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(in thousands)

September 30,

Current assets:

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Operating lease right-of-use asset

Liabilities and Stockholders' Deficit

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:

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Total liabilities

Commitments and contingencies (Note 9)

Stockholders' deficit:

Commitments and contingencies

Stockholders' equity (deficit):

Convertible preferred stock

Additional paid-in capital

Accumulated other comprehensive income

Accumulated other comprehensive (loss) income

Accumulated deficit

Total stockholders' deficit

Total liabilities and stockholders' deficit

Total stockholders' equity (deficit)

Total liabilities and stockholders' equity (deficit)

__________________

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CYTOMX THERAPEUTICS, INC.

CONDENSED STATEMENTS OF OPERA TIONS AND COMPREHENSIVE INCOME (LOSS)

CONDENSED STATEMENTS OF OPERA TIONS AND COMPREHENSIVE INCOME

(in thousands, except share and per share data)

Three Months Ended

Nine Months Ended

September 30,

Operating expenses:

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Total operating expenses

Income (loss) from operations

Income from operations

Interest income

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Provision for income taxes

Net income (loss)

Other comprehensive income (loss):

Unrealized gain (loss) on investments, net of tax

Total comprehensive income (loss)

Net income (loss) per share:

Shares used to compute net income (loss) per share

Unrealized loss on investments, net of tax

Total comprehensive income

Net income per share:

Shares used to compute net income per share

See accompanying notes to condensed financial statements.

CYTOMX THERAPEUTICS, INC.

CONDENSED STATEMENTS OF STOC KHOLDERS’ DEFICIT

CONDENSED STATEMENTS OF STOC KHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share data)

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Income (Loss)

Equity (Deficit)

Balance at December 31, 2024

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Balance at March 31, 2025

Exercise of stock options and release of RSUs

Issuance of common stock under the ESPP

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

Exercise of pre-funded warrants

Stock-based compensation

Other comprehensive income

Balance at June 30, 2024

Release of RSUs

Stock-based compensation

Other comprehensive income

Balance at September 30, 2024

Comprehensive

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Balance at December 31, 2023

Release of RSUs

Stock-based compensation

Other comprehensive income

Balance at March 31, 2023

Exercise of stock options

Release of RSUs

Issuance of common stock under the ESPP

Stock-based compensation

Other comprehensive income

Balance at June 30, 2023

Release of RSUs

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

Exercise of stock options and release of RSUs

Stock-based compensation

Other comprehensive loss

Balance at September 30, 2023

Balance at March 31, 2024

See accompanying notes to condensed financial statements.

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(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Net income (loss)

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

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

Amortization of intangible assets

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Maturities of short-term investments

Net cash provided by (used in) investing activities

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from issuance of pre-funded warrants and tranche warrants, net of issuance costs

Proceeds from issuance of common stock, net of issuance costs

Proceeds from employee purchase plan and exercise of stock options

Proceeds from exercise of stock options

Net cash provided by financing activities

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

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

Supplemental disclosures of noncash investing items:

Purchases of property and equipment in accounts payable and accrued liabilities

See accompanying notes to condensed financial statements.

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Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

Liquidity and Going Concern

The Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year of the date that the condensed financial statements are issued.

As of March 31, 2025, the Company had cash, cash equivalents and short-term investments of $ 79.9 million and an accumulated deficit of $ 668.1 million .

The Company expects that its liquidity requirement will be sufficient to fund current planned operations into the second quarter of 2026, which is less than one year from the date of filing this Quarterly Report on Form 10-Q and will need to raise additional capital to fund continued operations.

The Company has historically financed its operations primarily through sales of its securities, including sales of common stock in its initial public offering (the “IPO”), subsequent stock offerings and through its at-the-market offering, sales of its convertible preferred securities prior to the IPO, and payments received under its collaboration agreements.

In January 2025, the Company announced a restructuring plan to streamline the organization and reduce costs, which included a 40 % reduction in the Company’s workforce and prioritized capital allocation.

In addition, the Company is evaluating future financing opportunities, an d intends to secure additional funding.

However, there can be no assurance that any additional financing will be available to the Company on acceptable terms, if at all.

If events or circumstances occur such that the Company does not obtain additional funding, it may be necessary to significantly reduce its scope of operations to reduce the current rate of spending, which could include further reductions in staff and the need to delay, limit, reduce or terminate current or future product development, which could have a material adverse effect on the Company’s business, results of operations and financial condition.

Moreover, even if financing efforts are successful and additional capital is obtained, available liquidity may still be insufficient to eliminate the aforementioned substantial doubt regarding the Company’s ability to continue as a going concern.

The accompanying condensed financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.

The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

Unaudited Interim Financial Information

The accompanying interim condensed financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented.

The condensed results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period.

The condensed results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period.

The accompanying condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Use of Estimates

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Actual results could differ from those estimates.

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 and value added tax return.

Revenue Recognition

The Company’s revenues are primarily derived through its license, research, development and commercialization agreements.

The terms of these types of agreements may include (i) licenses for the Company’s technology or programs, (ii) research and development services, and (iii) services or obligations in connection with participation in research or steering committees.

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

non-refundable upfront and license fees, research funding, milestone and other contingent payments to the Company 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.

The Company assesses whether the promises in its arrangements with customers are distinct performance obligations that should be accounted for separately.

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

The Company’s collaboration and license agreements may include contingent payments related to specified research, development and regulatory milestones.

Such milestone payments are typically payable under the collaborations when the collaboration partner claims or selects a target, or initiates or advances a covered product candidate in preclinical or clinical development, upon submission for marketing

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

approval of a covered product with regulatory authorities, or upon receipt of actual marketing approvals of a covered product or for additional indications.

Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received.

At each reporting date, the Company re-evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price by using the most likely amount method.

If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price in such period of determination.

The Company’s collaboration and license agreements may also include contingent payments related to sales-based milestones.

Sales-based milestones are typically payable when annual sales of a covered product reach specified levels.

Sales-based milestones are recognized at the later of when the associated performance obligation has been satisfied or when the sales occur.

Unlike other contingency payments, such as regulatory milestones, sales-based milestones are not included in the transaction price based on estimates at the inception of the contract;

instead, they are included when the sales or usage occur.

Due to the early stage of the Company’s licensed technology, the license of such technology is typically combined with research and development services and steering committee participation as one performance obligation.

Under the collaboration and license agreements, each collaboration target or program is generally considered to be a separate combined performance obligation.

The transaction price in each arrangement is allocated to the identified performance obligations based on the relative standalone selling price (“SSP”) of each distinct performance obligation, which requires judgment.

In instances where SSP is not directly observable, such as when a license or service is not sold separately, SSP is determined using information that may include market conditions and other observable inputs.

Variable consideration is allocated to certain performance obligations if it is triggered by the Company’s efforts to satisfy or a specific outcome from satisfying these performance obligations.

In the event that the Company receives non-cash consideration such as consideration in the form of a research license and research support services from the counterparty, the transaction price of a non-monetary exchange that has commercial substance is estimated based on the fair value of the non-cash consideration received, which may be determined through a valuation analysis.

The Company recognizes revenue from upfront payments over the estimated period of performance under the agreement using an input method for the performance obligation.

In applying the input method of revenue recognition, the Company uses 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 certain cases, the Company’s performance creates an asset that does not have an alternative use to the customer and the Company has an enforceable right to payment at all times for performance completed to date.

In these cases, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue.

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

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.

Contract Balances

Customer payments are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company satisfies its performance obligations under these arrangements.

Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional.

The Company derives revenues through its collaboration and license agreements and determined that it operates as a single reportable segment which primarily focus on clinical and pre-clinical research programs.

The Chief Operating Decision Maker ("CODM") primarily reviews the Company’s financial information on an aggregate basis.

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

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which enhances transparency in income tax disclosures.

ASU 2023-07 requires entities to provide incremental disclosures, if applicable, related to a public entity's reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segment.

ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, which enable users of financial statements to better understand

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

the entity's measurement and assessment of segment performance and resource allocation.

The new guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024.

The Company will adopt the ASU for its 2024 Form 10-K.

The ASU is required to be applied on a retrospective basis.

The Company is evaluating the impact on its financial statements.

Significant Accounting Policie s

There have been no material changes to our significant accounting policies during the three months ended March 31, 2025, as compared to the significant accounting policies disclosed in “Note 2.

Basis of Presentation and Summary of Significant Accounting Policies” of the “Notes to Financial Statements” included in Part II, Item 8 of our 2024 Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounts Standards Update (“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.

ASU 2025-01 clarified that this ASU 2024-03 is effective for the annual reporting periods beginning after December 15, 2026 and for interim periods within annual reporting periods beginning after December 15, 2027 with early adoption permitted.

The Company expects to adopt this ASU during the year ended December 31, 2026 on a prospective basis and is currently evaluating its financial statement impact.

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 requires 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.

Net Income (Loss) Per Share

The Company will adopt this ASU as of December 31, 2025 on a prospective basis and is currently evaluating the impact on its financial statements.

Net Income 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.

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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:

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

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Three Months Ended

Nine Months Ended

September 30,

(in thousands, except share and per share data)

Net income (loss)

Weighted-average common shares outstanding

Weighted-average pre-funded warrants

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

Weighted-average common shares outstanding used to calculate basic net income 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

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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

Net income per share

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

Three Months Ended

Nine Months Ended

September 30,

Options and ESPP to purchase common stock

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Fair Value Measurements and Investments

In accordance with Accounting Standards Codification (“ASC”) 820-10, Fair Value Measurements and Disclosures, the Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy, which establishes three levels of inputs that may be used to measure fair value, as follows:

The Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy, which establishes three levels of inputs that may be used to measure fair value, as follows:

Inputs which include quoted prices in active markets for identical assets and liabilities.

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

Our Level II marketable securities are valued using third-party pricing sources, which can include observable market prices, interest rates and yield curves observable at commonly quoted intervals for similar assets as observable inputs for pricing.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

The following tables set forth the fair value of the Company’s investments subject to fair value measurements on a recurring basis and the level of inputs used in such measurements:

September 30, 2024

March 31, 2025

(in thousands)

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Treasury Securities

As of September 30, 2024 , the remaining contractual terms of those investments are less than a year.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

As of March 31, 2025, the remaining contractual terms of those investments are less than a year.

Based upon our quarterly impairment review, we determined that the unrealized losses were not attributed to credit risk but were primarily associated with changes in interest rates and market liquidity.

Based on the scheduled maturities of our marketable securities, we determined that it was more likely than not that we will hold these marketable securities to maturity for a recovery of our cost basis.

Accrued Liabilities

Accrued liabilities consisted of the following:

September 30,

(in thousands)

2 unchanged sentences

Legal and professional expenses

Restructuring expenses

Other accrued expenses

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Collaboration and License Agreements

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Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Bristol Myers Squibb

Total revenue

AbbVie Ireland Unlimited Company

In April 2016, the Company and AbbVie entered into two agreements, a CD71 Co-Development and Licensing Agreement (the “CD71 Agreement”) and a Discovery Collaboration and Licensing Agreement (as amended and restated in June 2019, the “Discovery Agreement” and together with the CD71 Agreement the “AbbVie Agreements”).

Under the terms of the CD71 Agreement, the Company and AbbVie were co-developing a conditionally activated antibody-drug conjugate (“ADC”), CX-2029, against CD71, with the Company being responsible for preclinical and early clinical development.

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

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 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 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.

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 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

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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 in the near-term but continues to view CD71 as a target of strategic interest, including novel next-generation strategies.

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

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Concurrent with the Amgen Agreement, the Company and Amgen entered into a Share Purchase Agreement pursuant to which Amgen purchased 1,156,069 shares of the Company’s common stock at a price of $ 17.30 per share for total proceeds of $ 20.0 million.

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 and entitled to certain percentage of profit sharing in the U.S., for EGFR Products.

In addition, 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 certain percentages of worldwide commercial sales.

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 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 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 engager (“TCE”) 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.

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

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

Amgen had selected one such target (the “Amgen Other Product”).

Except with respect to preclinical activities to be conducted by CytomX, Amgen would have been responsible, at its expense, for the development, manufacture, and commercialization of all Amgen Products.

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

Food and Drug Administration (“FDA”) and the program continues in an ongoing Phase 1 study.

Amgen also has 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.

Amgen has selected one such target (the “Amgen Other Product”).

If Amgen exercises its option within a specified period of time, it can select two such additional targets (the “Amgen Option Products” and, together with the Amgen Other Product, the “Amgen Products”).

Except with respect to preclinical activities to be conducted by CytomX, Amgen will be responsible, at its expense, for the development, manufacture, and commercialization of all Amgen Products.

If Amgen exercises all of its options and advances all three of the Amgen Products, CytomX is eligible to receive up to $ 950.0 million in upfront, development, regulatory, and commercial milestones and tiered high single-digit to low-teen percentage royalties.

The 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.

Food and Drug Administration (“FDA”) 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.

In April 2025, the Amgen Other Product was also terminated with 60 days written notice pursuant to the Amgen Agreement.

The Amgen research collaboration remains in effect with the current scope being the preclinical TCE CytomX selected from Amgen’s preclinical pipeline further discussed below.

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.

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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.

As of September 30, 2024 and December 31, 2023, deferred revenue related to the EGFR Products performance obligation was $ 11.3 million and $ 12.8 million, respectively.

Revenue is recognized over the estimated research period using an input measure based on our actual full-time employee ("FTE") hours incurred as a percentage of projected FTE hours for completing the performance obligation.

We evaluate the measure of progress each reporting period and, if necessary, we adjust the measure of performance and related revenue recognition.

In the three months ended September 30, 2024, we revised the estimated FTE hours-to-completion for the EGFR Products performance obligation which resulted in a cumulative adjustment to revenue which was a $ 0.8 m illion reduction of revenue in the period.

Such adjustments have

As of March 31, 2025 and December 31, 2024, deferred revenue related to the EGFR Products performance obligation was $ 0.3 million and $ 9.7 million, respectively.

A cumulative adjustment from a change in estimate of $ 8.4 million was recognized in the first quarter of 2025 due to Amgen terminating its license to the EGFR Product in March 2025.

Deferred revenue related to the Amgen Other Products performance

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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

Deferred revenue related to the Amgen Other Products performance obligation was immaterial as of September 30, 2024 and December 31, 2023.

obligation was immaterial as of March 31, 2025 and December 31, 2024.

The Company expects to complete the performance obligations under the Amgen Agreement and recognize the remaining deferred revenue in the second quarter of 2025.

Astellas Pharma Inc.

6 unchanged sentences

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 a n 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.

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 full-time employee ("FTE") rate.

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 the collaboration target.

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.

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 the collaboration target which resulted in the clinical candidate nomination for further development.

As of September 30, 2024 and December 31, 2023, deferred revenue relating to the Astellas Agreement was $ 22.2 million and $ 31.0 million, respectively.

The amount due from Astellas under the Astellas Agreement was $ 1.1 million as of September 30, 2024 and $ 2.2 million as of December 31, 2023.

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 the second collaboration target which resulted in the clinical candidate nomination for further development.

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

As of March 31, 2025 and December 31, 2024, deferred revenue relating to the Astellas Agreement was $ 13.9 million and $ 17.4 million, respectively.

The amount due from Astellas under the Astellas Agreement wa s $ 1.0 million as of March 31, 2025 and $ 1.1 million as of December 31, 2024.

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, including the target CTLA-4.

On May 23, 2014, the Company and Bristol Myers Squibb Company (“Bristol Myers Squibb” or “BMS”) 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, including the target CTLA-4.

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

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Amendment 1 granted Bristol Myers Squibb exclusive worldwide rights to develop and commercialize PROBODY therapeutics for up to eight additional targets.

The effective date of Amendment 1 was April 25, 2017 (“Amendment Effective Date”).

The effective date of Amendment 1 was April 25, 2017.

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.

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Bristol Myers Squibb’s royalty obligation continues on a licensed-product by licensed-product basis until the later of (i) the expiration of the last claim of the licensed patents covering the licensed products in the country, (ii) the twelfth anniversary of the first commercial sale of a licensed product in a country, or (iii) the expiration of any applicable regulatory, pediatric, orphan drug or data exclusivity with respect to such product.

The initial transaction price for the BMS Agreement and Amendment 1, collectively, was $ 304.7 million consisting of the upfront fees of $ 250.0 million, target selection fees for the third and fourth targets of $ 25.0 million, estimated research and development service fees of $ 17.7 million and milestone payments received up to January 1, 2018, of $ 12.0 million.

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

Therefore, these payments were fully constrained and were not included in the transaction price upon the adoption of ASC 606 on January 1, 2018.

The initial transaction price for the combined obligation for each collaboration target is recognized using an input measure.

In February 2021, the Company and Bristol Myers Squibb amended the BMS Agreement and entered into Amendment Number 2 to amend the Collaboration and License Agreement (“Amendment 2”), as previously amended by Amendment 1.

1 unchanged sentence

Under the terms of Amendment 2, the period for target selection was extended and in 2022, all remaining targets were selected.

The Company will continue to collaborate with Bristol Myers Squibb to discover and conduct preclinical development of PROBODY therapeutics against targets selected by Bristol Myers Squibb over the estimated research period, which is projected to end in April 2025.

The Company continues to collaborate with Bristol Myers Squibb to discover and conduct preclinical development of PROBODY therapeutics against targets selected by Bristol Myers Squibb over the estimated research period, which is projected to end in April 2025.

Pursuant to Amendment 2, the Company was eligible to receive contingent payments for development, regulatory and sales milestones.

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

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 ipilumamab.

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.

As of September 30, 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.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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 as of September 30, 2024.

As of September 30, 2024 and December 31, 2023, deferred revenue relating to the BMS Agreement was $ 63.9 million a nd $ 119.9 million, respectively.

The Company's research efforts on all the ongoing programs were completed in April 2025 upon which all remaining deferred revenue is expected to be recognized by the second quarter of 2025.

As of March 31, 2025 and December 31, 2024, deferred revenue relating to the BMS Agreement was $ 11.6 million and $ 41.9 million, respectively.

ModernaTX, Inc.

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Moderna is solely responsible for the development (preclinical and clinical), manufacturing, and commercialization of any products under the Moderna Agreement.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Under the terms of the Moderna Agreement, the Company granted Moderna an exclusive, worldwide right to develop and commercialize PROBODY therapeutics for the collaboration programs.

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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.

As of September 30, 2024 and December 31, 2023, deferred revenue relating to the Moderna Agreement was $ 14.2 million and $ 24.2 million, respectively.

The amount due from Moderna under the Moderna Agreement wa s $ 1.1 million a s of September 30, 2024 and $ 0 as of December 31, 2023.

Due to Moderna's budget considerations in 2025, the Company's remaining activities for its performance obligation are currently expected to be carried out primarily in 2026 and 2027.

As of March 31, 2025 and December 31, 2024, deferred revenue relating to the Moderna Agreement was $ 9.3 million and $ 9.3 million, respectively.

The amount due from Moderna under the Moderna Agreement was immaterial and $ 0.9 million as of March 31, 2025 and December 31, 2024, respectively.

Regeneron Pharmaceuticals, Inc.

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In addition, the Company will receive research and development service fees based on a prescribed FTE rate.

As of September 30, 2024 and December 31, 2023, deferred revenue relating to the Regeneron Agreement was $ 18.0 million a nd $ 24.4 million, respectively.

The amount due from Regeneron under the Regeneron Agreement was $ 1.0 million and $ 1.1 million as of September 30, 2024 and December 31, 2023, respectively.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

As of March 31, 2025 and December 31, 2024, deferred revenue relating to the Regeneron Agreement was $ 14.3 million and $ 15.6 million, respectively.

The amount due from Regeneron under the Regeneron Agreement was $ 0.8 million and $ 1.0 million as of March 31, 2025 and December 31, 2024, respectively.

Contract Liabilities

The following table presents changes in the Company’s total contract liabilities during the nine months ended September 30, 2024 and 2023:

The following table presents changes in the Company’s total contract liabilities during the three months ended March 31, 2025 and 2024:

Deferred Revenue

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Revenue recognized

September 30, 2024

March 31, 2025

December 31, 2023

Revenue recognized

September 30, 2023

The Company expects that the $ 129.6 million of deferred revenue related to the following contracts as of September 30, 2024 will be recognized as revenue based on actual FTE effort and estimated program progress as set forth below.

However, the timing of revenue recognition could differ from the estimates depending on facts and circumstances impacting the various contracts, including progress of research and development, resources assigned to the contracts by the Company or its collaboration partners or other factors outside of the Company’s control.

• The $ 11.3 million of deferred revenue related to the Amgen EGFR Products is expected to be recognized unti l 2027 .

March 31, 2024

The Company expects that the $ 49.4 million of deferred revenue related to the following contracts as of March 31, 2025 will be recognized as revenue based on actual FTE effort and estimated program progress as set forth below.

However, the timing of revenue recognition could

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

differ from the estimates depending on facts and circumstances impacting the various contracts, including progress of research and development, resources assigned to the contracts by the Company or its collaboration partners or other factors outside of the Company’s control.

• The $ 0.3 million of deferred revenue related to the Amgen EGFR Products is expected to be recognized until the second quarter of 2025 .

• The $ 13.9 million of deferred revenue related to the Astellas Agreement is expected to be recognized until 2026 .

• The $ 63.9 million of deferred revenue related to the BMS Agreement is expected to be recognized through the second quarter of 2025 .

• The $ 14.2 million of deferred revenue related to the Moderna Agreement, together with research and development service fees, is expected to be recognized until 2027 .

• The $ 11.6 million of deferred revenue related to the BMS Agreement is expected to be recognized in the second quarter of 2025 .

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

• The $ 14.3 million of deferred revenue related to the Regeneron Agreement, together with research and development service fees, is expected to be recognized until 2026 .

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

(“BVF”) for a private placement and received an aggregate net proceeds of approximately $ 29.7 million in July 2023, after deducting issuance costs of approximately $ 0.3 million.

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.

On May 1, 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.

License Agreement

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”).

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.

Otherwise, all remaining maintenance fees will become due immediately upon early termination of the agreement unless there is a material breach by UCSB.

In March 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 March 2024.

For the three months ended March 31, 2025 and 2024, the Company incurred sublicense expenses of $ 1.1 million and $ 1.6 million, respectively, under the provisions of the UCSB Agreement.

ImmunoGen (acquired by AbbVie in 2024)

In December 2019, the Company entered into a License Agreement (the “ImmunoGen 2019 License”) with ImmunoGen, Inc.

to obtain an exclusive license with respect to epithelial cell adhesion molecule (“EPCAM”).

Under the ImmunoGen 2019 License, ImmunoGen agreed to transfer its know-how, patents, intellectual property rights, and technology transfer materials and information related to its EpCAM program.

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 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")

In August 22, 2023, the Company entered into a Transition Agreement (the “Transition Agreement”) with AbbVie Global Enterprises Ltd.

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

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

The following table summarizes the Company's outstanding warrants as of September 30, 2024:

activated antibody drug conjugate.

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.

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

(“BVF”) for a private placement and received an aggregate net proceeds of approximately $ 29.7 million in July 2023, after deducting issuance costs of approximately $ 0.3 million.

In the private placement, the Company 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.

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 outstanding warrants as of March 31, 2025

Pre-funded Warrants

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Warrants Outstanding

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

Stock Options

Activities for the Company’s stock option plans for the nine months ended September 30, 2024 were as follows:

Activities for the Company’s stock option plans for the three months ended March 31, 2025 were as follows:

Options Outstanding

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Options granted

Options exercised

Option forfeited/expired

Balance at September 30, 2024

The Company recorded $ 1.5 m illion and $ 0.5 million of stock-based compensation expense related to the stock options for the three months ended September 30, 2024 and 2023, respectively.

The Company recorded $ 4.4 million and $ 4.1 million of stock-based compensation expense related to the stock option plans for the nine months ended September 30, 2024 and 2023, respectively.

Balance at March 31, 2025

The Company recorded $ 1.3 million and $ 1.4 million of stock-based compensation expense related to the stock option plans for the three months ended March 31, 2025 and 2024, respectively.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Time-based RSUs ("TRSU")

Activities for the Company’s TRSUs for the nine months ended September 30, 2024 were as follows:

Activities for the Company’s TRSUs for the three months ended March 31, 2025 were as follows:

Weighted Average Grant Date Fair Value Per Share

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RSU's awarded

RSU's cancelled

Balance at September 30, 2024

The Company recorded $ 0.4 mi llion and $ 0.5 million of stock-based compensation expense related to the TRSUs for the three months ended September 30, 2024 and 2023, respectively.

The Company recorded $ 1.1 m illion and $ 1.5 million of stock-based compensation expense related to the TRSUs for the nine months ended September 30, 2024 and 2023, respectively.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

RSU's forfeited

Balance at March 31, 2025

The Company recorded $ 0.2 million and $ 0.4 million of stock-based compensation expense related to the TRSUs for the three months end March 31, 2025 and 2024, respectively.

Performance-based RSUs ("PSUs")

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 was set to occur upon attaining certain specific milestones by December 2023 (“2022-Tranche 1”), and the remaining 50% are set to 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 $ 55,000 and the remaining $ 128,000 c ompensation cost for the 2022-Tranche 1 award for the year ended December 31, 2022 and 2023, respectively.

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

As a result the Company recorded $ 38,000 and $ 77,000 compensation cost for the three and nine months ended September 30, 2024 and $ 106,000 for the fiscal year 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 hence no compensation cost was recorded for these awards through September 30, 2024.

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

As of March 31, 2025, the Company determined that it is probable that the performance condition will be satisfied for 2023-Tranche-2 and hence recorded $ 0.5 million compensation cost during the quarter ended March 31, 2025.

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”).

Activities for the Company’s PSUs for the nine months ended September 30, 2024, were as follows:

Activities for the Company’s PSUs for the three months ended March 31, 2025, were as follows:

Weighted Average Grant Date Fair Value Per Share

Balance at December 31, 2024

PSU's awarded

PSU's released

Balance at September 30, 2024

PSU's forfeited

Balance at March 31, 2025

Stock-based Compensation

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Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Research and development

1 unchanged sentence

Total stock-based compensation expense

Commitments and Contingencies

Legal Proceedings

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 alleged that the Company's use, offers to sell, and/or sales of the PROBODY® technology platform for

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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.

Vytacera may appeal.

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

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 September 30, 2024 .

License Agreement

UCSB Agreement

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.

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.

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

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 .

For the three and nine months ended September 30, 2024 , the Company incurred sublicense expenses of $ 0 and $ 1.6 million, respectively, under the provisions of the UCSB Agreement.

For the three and nine months ended September 30, 2023, the Company incurred sublicense expenses of $ 0 and $ 1.1 million under the provisions of the UCSB Agreement.

ImmunoGen (acquired by AbbVie in 2024)

In December 2019, the Company entered into a License Agreement (the “ImmunoGen 2019 License”) with ImmunoGen, Inc.

to obtain an exclusive license with respect to epithelial cell adhesion molecule (“EPCAM”).

Under the ImmunoGen 2019 License, ImmunoGen agreed to transfer its know-how, patents, intellectual property rights, and technology transfer materials and information related to its EpCAM program.

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

The Company maintains a full valuation allowance against its net deferred tax assets due to the Company’s history of losses through December 31, 2023 .

The Company maintains a full valuation allowance against its net deferred tax assets through December 31, 2024 .

The Company files income taxes in the U.S.

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The state of California contested the Company’s tax position on revenue apportionment for upfront and milestone payments resulting from the Company’s collaboration and licensing agreements for the years 2017 and 2018.

In September 2023, the Company rece ived Notice of Proposed Assessment (“NOPA”) from the Franchise Tax Board.

The Company recorded an uncertain tax position of $ 4.1 million in long term liabilities for the proposed tax assessment, penalties and interest through September 30, 2024.

Of the unrecognized tax benefits as of September 30, 2024 , approximately $ 4.1 million would affect the Company’s effective tax rate if recognized.

In September 2023, the Company received Notice of Proposed Assessment (“NOPA”) from the Franchise Tax Board.

The Company recorded an uncertain tax position of $ 4.2 million in long term liabilities for the proposed tax assessment, penalties and interest through March 31, 2025.

Of the unrecognized tax benefits as of March 31, 2025, approximately $ 5.1 million would affect the Company’s effective tax rate if recognized.

In addition, 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.

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

Due to the ongoing n ature of the examination and discussions with the state of California, the Company is unable to estimate a date by which this matter will be resolved.

Due to the ongoing nature of the examination and dis cussions with the state of California, the Company is unable to estimate a date by which this matter will be resolved.

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.

Net income 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 6, the CODM reviews the following significant expenses in making decisions about the allocation of resources and assessing performance (in thousands):

Three Months Ended

(in thousands)

Total revenue

External costs incurred by product candidate (target):

CX-904 (EGFRxCD3)

CX-2051 (EpCAM)

CX-801 (IFNα2b)

Other wholly owned and partnered programs

General research and development expenses

Total external costs

Internal costs

Research and development expenses

General and administrative expenses

Total operating expenses

Income from operations

Interest income

Other income (expense), net

Income before income taxes

Provision for income taxes

Segment and net income

Restructuring

On January 6, 2025, the Company announced a restructuring plan to streamline its organization and prioritize CX-2051 (EpCAM PROBODY ® ADC), CX-801 and its activities to support its research collaborations.

This plan resulted in a reduction of approximately 40 % of its workforce and was substantially completed in the first quarter of 2025.

The Company estimates the total restructuring charges of approximately $ 3.0 million , primarily related to one-time severance payments and other employee-related costs.

This includes $ 1.8 million of

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

research and development expenses and $ 1.1 million of general and administrative expenses that were recorded during the three months ended March 31, 2025.

The following is a summary of activities of restructuring costs for the three months ended March 31, 2025 (in thousands):

Severance and Benefits Costs

Stock Based Compensation

Restructuring cost recorded

Changes in estimates

Non-cash charges

Balance at March 31, 2025

Management’s Discuss ion and Analysis of Financial Condition and Results of Operations

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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 masked, conditionally activated oncology therapeutics and have established biologics localization as a strategic area of research and development in the biopharmaceutical industry.

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.

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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 and masking technology 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”).

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

We have utilized our PROBODY therapeutic platform and masking technology to build a promising 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”), and CX-801, an investigational, masked version of interferon alpha-2b (“IFNα2b”).

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, multi-modality masking 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.

On May 8, 2024, we reported initial Phase 1a data 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, colorectal (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.

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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.

In the ongoing CX-904 Phase 1a dose escalation study, the 15 mg target step-dose has been cleared and a maximum tolerated dose for step-dosing has not been reached.

Dose escalation and optimization continue focused primarily in pancreatic ductal adenocarcinoma, head and neck squamous cell carcinoma, and non-small cell lung cancer .

Potential Phase 1b initiation in one or more tumor types is anticipated in 2025 pending the selection of an optimized dose and schedule and alignment with global co-development partner, Amgen.

Our pipeline also includes CX-2051, a wholly-owned conditionally activated, PROBODY ADC directed toward the epithelial cell adhesion molecule (EpCAM).

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 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.

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 Phase 1 clinical initiation in EpCAM expressing solid tumors, including a primary initial focus in CRC commenced in April 2024.

As of November 2024, the Phase 1 study is enrolling the fifth dose escalation cohort with favorable safety and tolerability having been observed to date.

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

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 Phase 1 dose escalation is intended to demonstrate clinical proof of concept to potentially move into dose expansion studies in 2025.

Dose escalation enrollment continues with initial Phase 1 data for CX-2051 expected in the first half of 2025.

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

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, targets EpCAM.

High expression of EpCAM has been documented in many tumor types, including colorectal cancer (“CRC”).

The CX-2051 payload, a next generation topoisomerase-1 inhibitor payload licensed from AbbVie (formerly ImmunoGen), is tailored to have anti-tumor activity against multiple EpCAM-expressing indications, including colorectal cancer.

The payload-antibody linker we selected for CX-2051 is designed to drive bystander killing of neighboring tumor cells, contributing to anti-tumor activity.

The design of CX-2051 is intended to establish a clinically meaningful therapeutic window for the systemic treatment of EpCAM-expressing cancers where previous industry efforts targeting EpCAM have not been successful due to dose-limiting toxicities.

CX-2051 has demonstrated strong preclinical activity and tolerability in multiple preclinical models, including colorectal cancer.

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

No pre-screening of CRC patients based on tumor EpCAM expression is being conducted because of anticipated high and uniform EpCAM expression in CRC.

As of May 2025, the Phase 1 study had reached the seventh dose escalation level.

In May 2025, the Company announced positive interim Phase 1 data as of an April 7, 2025 data cutoff in advanced metastatic colorectal cancer.

The data encompassed certain results from 25 CRC patients treated with CX-2051 at 5 dose levels ranging from 2.4 mg/kg to 10 mg/kg, administered every three weeks (“Q3W”).

The 2.4 mg/kg and 4.8 mg/kg doses were single patient dose escalation cohorts not anticipated to be therapeutically active.

At the 7.2 mg/kg, 8.6 mg/kg, and 10 mg/kg doses, 23 patients were treated, 18 of whom were efficacy

evaluable, having had at least one post-baseline tumor assessment as of the data cutoff.

Patients enrolled in the study at the time of data cutoff had previously received a median of 4 prior lines of therapy and all patients had previously been treated with irinotecan.

64% of patients had liver metastases, 64% had KRAS mutations, and 96% were microsatellite stable.

Patients were not preselected based on EpCAM expression levels.

As of the data cutoff, 18 patients were efficacy-evaluable at the expansion doses of 7.2 mg/kg, 8.6 mg/kg, and 10 mg/kg Q3W.

The overall response rate across these cohorts was 28%, five of eighteen (5/18) patients demonstrated confirmed partial RECIST v1.1 responses.

Three of seven (3/7) efficacy evaluable patients at the dose of 10 mg/kg Q3W demonstrated confirmed partial responses per RECIST v1.1.

The disease control rate, including responding patients and patients with stable disease was 94% (17/18).

Preliminary median progression free survival (PFS) was 5.8 months as of the data cutoff with 10 of 18 patients remaining on study treatment.

As of the data cutoff, 25 patients were evaluable for safety.

CX-2051 was generally well-tolerated as of the data cutoff with manageable adverse events, with no dose limiting toxicities.

Most treatment related adverse events (TRAEs) were Grade 1 or Grade 2 in severity.

The most common reported TRAEs were diarrhea (18 patients, 5 Grade 3), nausea (11 patients, 1 Grade 3), vomiting (8 patients, No Grade 3), fatigue (8 patients, 1 Grade 3), anemia (5 patients, 3 Grade 3), hypokalemia (3 patients, 1 Grade 3), neutrophil count decrease (2 patients, 2 Grade 3) and neutropenia (2 patients, 1 Grade 3).

TRAEs included serious adverse events in 5 patients (1 Grade 2, 4 Grade 3).

No Grade 4 or 5 TRAEs were observed.

No events of interstitial lung disease or febrile neutropenia were reported as of the data cutoff.

The Company announced that it has commenced CX-2051 dose expansions at the 7.2 mg/kg, 8.6 mg/kg, and 10 mg/kg doses Q3W with the goal to enroll a total of approximately 20 patients at each dose level.

The Company expects to provide an additional Phase 1 data update in the first quarter of 2026.

The Company is planning initiation of a Phase 2 study in colorectal cancer in the first half of 2026.

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

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 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 will enroll patients primarily with melanoma as well as renal cell carcinoma and head and neck squamous cell carcinoma.

In Phase 1 dose escalation, the study will evaluate safety 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 CX-801 in combination with KEYTRUDA® in the Phase 1 study.

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

This program is intended to open a therapeutic window for 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

CytomX Therapeutics, Inc.

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.

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 the 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 clinical and translational data in patients with advanced melanoma is expected in the second half of 2025.

We are also active in the research and development of PROBODY T-cell Engagers.

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.

As of the end of 2024, the Phase 1 study of CX-904 had enrolled over 70 patients and a maximum tolerated dose had not been reached.

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 September 30, 2024 and December 31, 2023, we had an accumulated deficit of $710.5 million and $723.4 million, respectively.

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

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, we announced a restructuring plan (the “2025 Restructuring Plan”) to streamline our organization and prioritize CX-2051, CX-801 and our activities to support our research collaborations.

The restructuring plan resulted in a reduction of approximately 40% of our workforce and was substantially completed in the first quarter of 2025.

We estimate the total restructuring charges of approximately $3.0 million, primarily related to one-time severance payments and other employee-related costs.

This includes $1.8 million of research and development expenses and $1.1 million of general and administrative expenses that were recorded during the three months ended March 31, 2025.

Going Concern

As of March 31, 2025 and December 31, 2024, we had an accumulated deficit of $668.1 million and $691.6 million, respectively, and cash, cash equivalents and short-term investments of $79.9 million and $100.6 million, respectively.

Our current operating plan and projected cash outflows for the upcoming periods raise doubt about our ability to continue as a going concern for at least 12 months from the issuance of the financial statements included elsewhere in this Quarterly Report.

We will need to raise additional capital to fund continued operations beyond the second quarter of 2026.

We have implemented a restructuring plan to reduce our workforce by 40% which was substantially completed in the first quarter of 2025, to extend our cash runway.

We are also taking steps to identify access to future capital and expect to be able to access capital in the future.

However, there can be no assurance that any additional financing will be available to us on acceptable terms, if at all.

If events or circumstances occur such that we do not obtain additional funding, it may be necessary to significantly reduce the scope of operations to reduce the current rate of spending, which could include further reductions in staff and the need to delay, limit, reduce or terminate current or future product development, which could have a material adverse effect on our business, results of operations and financial condition.

Critical Accounting Policies and Estimates

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Estimates are assessed each period and updated to reflect current information.

There are no material changes to our critical accounting policies and estimates as presented in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.

A summary of our critical accounting policies and estimates is presented in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.

Except as noted in the revenue discussion below, there have been no material changes to our critical accounting policies and estimates for the three months ended March 31, 2025.

Components of Results of Operations

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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.

Revenue from variable payments related to research and development or milestones and other contingent payments, when it is probable that there will not be a significant revenue reversal, are also recognized over the performance period based on a similar method.

Revenue from variable payments related to research and development or milestones and other contingent payments, when it is probable that there will not be a significant revenue reversal, is also recognized over the performance period based on a similar method.

For the foreseeable future, we do not expect to generate any revenue from the sale of products unless and until such time as our product candidates have advanced through clinical development and obtained regulatory approval.

We expect that any revenue we generate in the foreseeable future will fluctuate from year to year as a result of the timing and amount of milestones and other payments from our collaboration agreements with Amgen, Astellas, Bristol Myers Squibb, Regeneron, Moderna and any other collaboration partners, and as a result of the fluctuations in the research and development expenses we incur in the performance of assigned activities under these agreements.

AbbVie, one of our previous collaboration partners, entered into a license agreement with Seagen Inc.

(“SGEN”) to license certain intellectual property rights.

As part of the collaboration agreement with AbbVie, we received a sublicense to these intellectual property rights and therefore paid SGEN sublicense fees.

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

Milestone payments, when considered probable of being reached and when a significant revenue reversal would not be probable of occurring, are also recorded net of the associated sublicense fees and included in the transaction price.

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Research and Development Expenses

Our research and development expenses consist primarily of costs incurred to conduct research, such as the discovery and development of our product candidates, clinical development, including activities with third parties, such as contract research organizations (“CRO”) and contract development and manufacturing organizations (“CMO”), and the manufacture of drug products used in clinical trials, as well as the development of product candidates pursuant to our research, collaboration and license agreements.

development and manufacturing organizations (“CMO”), and the manufacture of drug products used in clinical trials, as well as the development of product candidates pursuant to our research, collaboration and license agreements.

Research and development expenses include personnel costs, including stock-based compensation expense, contractor services, laboratory materials and supplies, depreciation and maintenance of research equipment, and an allocation of related facilities costs.

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Allocated expenses primarily consist of rent expense related to our office and information technology related costs.

Interest Income

Interest income primarily consists of interest income from our cash equivalents and investments, and accretion of discounts or amortization of premiums on our investments.

Other Income (Expense), Net

Other income (expense), net consists primarily of gains and losses resulting from changes to currency exchange rates.

Income taxes are recorded in accordance with ASC 740, Accounting for Income Taxes, or ASC 740, which provides for deferred taxes using an asset and liability approach.

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We also account for uncertain tax positions in accordance with the provisions of ASC 740.

When uncertain tax positions exist, we recognize the tax benefit of tax positions to the extent that the benefit will be more likely than not be realized.

When uncertain tax positions exist, we recognize the tax benefit of tax positions to the extent that the benefit will more likely than not be realized.

The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances.

Interest Income

Interest income primarily consists of interest income from our cash equivalents and investments, and accretion of discounts or amortization of premiums on our investments.

Other Income (Expense), Net

Other income (expense), net consists primarily of gains and losses resulting from changes to currency exchange rates.

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Results of Operations

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Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Bristol Myers Squibb

Total revenue

The increase in revenue of $7.0 million for the three months ended September 30, 2024 compared to the corresponding period of 2023 was primarily due to an increase in revenue under the BMS Agreement driven by higher percentage of completion of existing research collaboration programs, partially offset by a decrease in revenue under the Astellas Agreement due to the completion of two programs that were nominated as clinical candidates, the first occurring in the first quarter of 2023 and the second occurring in the first quarter of 2024 as discussed further below;

and lower revenue under the Amgen Agreement due to increase in projected hours to completion which resulted in a cumulative negative adjustment to the current period.

The increase in revenue of $25.4 million for the nine months ended September 30, 2024 compared to the corresponding period of 2023 was primarily due to:

The increase in revenue of $9.5 million for the three months ended March 31, 2025, compared to the corresponding period of 2024 was primarily due to:

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

• 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;

• An increase in revenue under the Regeneron Agreement and Moderna Agreement driven by higher percentage of completion of research collaboration programs that commenced in 2023.

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

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

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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 Amgen Agreement due to a cumulative adjustment from a change in estimate of $8.4 million resulting from Amgen terminating its license to the EGFR Product in March 2025.

The $0.3 million remaining deferred revenue is expected to be recognized in the 2nd quarter of 2025;

• A decrease in revenue under the Astellas Agreement primarily driven by higher preclinical milestone payments in the first quarter of 2024 compared to the first quarter of 2025;

• A decrease in revenue under the Moderna Agreement driven by Moderna's budget considerations in 2025 where the $9.3 million of remaining deferred revenue is expected to be recognized primarily in 2026 and 2027.

Operating Costs and Expenses

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Three Months Ended

Nine Months Ended

September 30,

External costs incurred by product candidate (target):

(in thousands)

External costs incurred by product candidate (target):

CX-904 (EGFRxCD3)

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CX-801 (IFNα2b)

CX-2029 (CD71)

Other programs

Other wholly owned and partnered programs

General research and development expenses

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Total research and development expenses

Research and development expenses increased by $4.9 million for the three months ended September 30, 2024 compared to the corresponding period of 2023.

This was primarily due to:

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

• increase in personnel related expenses, offset by

• decrease in manufacturing activities for the CX-801 program and winding down of clinical study activities related to the CX-2029 program.

Research and development expenses increased by $10.3 million for the nine months ended September 30, 2024 compared to the corresponding period of 2023.

This was primarily due to:

• 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 and personnel related 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 the CX-2029 and CX-2009 programs.

Research and development expenses decreased by $3.2 million for the three months ended March 31, 2025, compared to the corresponding period of 2024 primarily due to reduced pre-clinical activities in the wholly owned and partnered programs and decreased manufacturing activities for CX-801, partially offset by increased clinical trial activities related to CX-2051 and CX-801, and $1.8 million restructuring

expenses which were primarily included in internal costs.

We expect program development expenses in future quarters to be primarily focused in CX-2051.

General and Administrative Expenses

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Nine Months Ended

September 30,

(in thousands)

General and administrative

General and administrative expenses increased by $1.1 million for the three months ended September 30, 2024, compared to the corresponding period of 2023, primarily due to higher professional service expenses supporting intellectual property related activities and internal controls.

General and administrative expenses increased by $1.9 million for the nine months ended September 30, 2024, compared to the corresponding period of 2023, primarily due to higher professional services spend supporting intellectual property related activities and

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internal controls, and consulting and personnel related expenses, partially offset by lower rent as a result of partial sublease of the Company’s headquarters which started in March 2023.

General and administrative expenses increased by $1.7 million for the three months ended March 31, 2025, compared to the corresponding period of 2024, primarily driven by $1.1 million of restructuring expenses as well as other personnel related expenses.

We expect general and administrative related personnel expenses to decrease in future quarters of 2025 due to one-time restructuring costs incurred in the first quarter of 2025 and lower headcount as a result of the January 2025 restructuring.

Restructuring

During the three months ended March 31, 2025, we recognized aggregate restructuring cost of approximately $2.9 million, primarily related to severance and benefits.

This included $1.8 million in research and development expenses and $1.1 million in general and administrative expenses.

The total restructuring cost is expected to be approximately $3.0 million, with the remaining costs expected to be incurred in the three months ended June 30, 2025.

The restructuring was substantially completed in the first quarter of 2025.

Interest Income and Other Income (Expense), Net

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Interest income

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Total interest income and other expense

Interest income decreased by $1.0 million and $1.5 million for the three and nine months ended September 30, 2024, respectively, compared to the corresponding periods of 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 the corresponding periods of 2023.

Interest income decreased by $1.2 million during the three months ended March 31, 2025 compared to the corresponding period of 2024.

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

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Provision for income taxes

The $0.1 million and $0.1 million tax provision represented the interest accrued for the three and nine months ended September 30, 2024, respectively, related to the proposed assessment received from the state of California for the years 2017 and 2018.

The $0.1 million tax provision represented the interest accrued for the three months ended March 31,2025 related to the proposed assessment received from the state of California for the years 2017 and 2018.

Liquidity and Capital Resources

Sources of Liquidity

As of September 30, 2024, we had cash, cash equivalents and short-term investments of $117.6 million and an accumulated deficit of $710.5 million, compared to cash, cash equivalents and short-term investments of $174.5 million and an accumulated deficit of $723.4 million as of December 31, 2023.

As of March 31, 2025, we had cash, cash equivalents and short-term investments of $79.9 million and an accumulated deficit of $668.1 million, compared to cash, cash equivalents and short-term investments of $100.6 million and an accumulated deficit of $691.6 million as of December 31, 2024.

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 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.

We received gross proceeds of

approximately $30.0 million.

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 milestones payment totaled $10.0 million in April 2024.

During the three months ended September 30, 2024, we did not sell any shares of common stock under our at-the-market offering program.

As of September 30, 2024, $58.3 million remained available for sale under the Sales Agreement.

Based upon our current operating plan, we expect our existing capital resources will be sufficient to fund operations to the end 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.

as a result, we collected the two milestone payments totaling $10.0 million in April 2024.

In the first quarter of 2025, we achieved the GLP toxicology studies for the second collaboration target nominated in March 2024 under the Astellas Agreement;

as a result, we collected the $5.0 million milestone payment in March 2025.

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 resulted in a reduction to our workforce by approximately 40% and was substantially completed in the first quarter of 2025.

In February 2020, we initiated an at-the-market offering program (“ATM”) pursuant to a sales agreement with Jefferies, LLC (as amended on March 4, 2022 and August 9, 2024, the "Sales Agreement").

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.

For the three months ended March 31, 2025, we did not sell any shares under the ATM.

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

We have implemented a restructuring plan to streamline our organization and reduce costs, which included a 40% reduction of our workforce and revised capital allocation priorities, which was substantially completed in the first quarter of 2025.

We are also evaluating available financing opportunities to improve our liquidity profile.

However, there can be no assurance that the restructuring will achieve our anticipated operating results, or that additional financing will be available on acceptable terms, if at all.

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 Quarterly Report on Form 10-Q.

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As such, we may alter our expenditures as a result of contingencies such as the failure of one or all of our product candidates currently in clinical development, the acceleration of one or all of our product candidates in clinical development, the initiating of clinical trials for additional product candidates, the identification of more promising product candidates in our research efforts or unexpected operating costs and expenditures.

We will need to raise additional funds in the future.

In addition, we will need to raise additional capital to fund our operation beyond the second quarter of 2026 and we are taking steps to identify access to future capital, and expect to be able to access capital in the future.

There can be no assurance, however, that such efforts will be successful;

or if they are successful, that the terms and conditions of such financing will be favorable to us.

CytomX Therapeutics, Inc.

Summary Statement of Cash Flows

The following table summarizes our cash flows for the periods indicated:

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

Net cash used in operating activities

Net cash provided by (used in) investing activities

Net cash provided by investing activities

Net cash provided by financing activities

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

Net increase in cash, cash equivalents and restricted cash

Cash Flows from Operating Activities

During the nine months ended September 30, 2024, cash used in operating activities was $66.3 million, which consisted of a net income of $13.0 million and non-cash charges of $5.6 million, adjusted by a net decrease of $84.9 million relating to the change of our net operating assets and liabilities.

During the three months ended March 31, 2025, cash used in operating activities was $21.0 million, which consisted of a net income of $23.5 million and non-cash charges of $3.0 million, adjusted by a net decrease of $47.5 million relating to the change of our net operating assets and liabilities.

The non-cash charges primarily consisted of $2.0 million in stock-based compensation, $1.1 million in non-cash lease expense, $0.4 million in depreciation and amortization, partially offset by $0.5 million in accretion of discounts on investments.

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• a decrease of $2.8 million in accounts payable, accrued and other long-term liabilities primarily due to timing of payments;

• an increase of $1.9 million in cashflows from accounts receivable, prepaid and other current assets primarily due to decrease in advance payments.

During the nine months ended September 30, 2023, cash used in operating activities was $34.1 million, which consisted of a net loss of $1.4 million and a net decrease of $38.0 million relating to the change of our net operating assets and liabilities, offset by non-cash charges of $5.3 million.

• an decrease of $1.2 million in cashflows from prepaid and other current assets primarily due to increase in advance payments, partially offset by

• an increase of $1.1 million in cashflows from accounts receivable primarily due to timing of collection of service revenue.

During the three months ended March 31, 2024, cash used in operating activities was $26.0 million, which consisted of a net income of $13.8 million and non-cash charges of $1.5 million, adjusted by a net decrease of $41.3 million relating to the change of our net operating assets and liabilities.

The non-cash charges primarily consisted of $1.9 million in stock-based compensation, $1.0 million in non-cash lease expense, $0.5 million in depreciation and amortization, partially offset by $1.9 million in accretion of discounts on investments.

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

• a net decrease of $64.7 million in deferred revenue resulting from the continued recognition of deferred revenue from existing and new customers;

• a decrease of $9.6 million in accounts payable, accrued and other long-term liabilities primarily due to decrease of payroll-related expenses, restructuring related expenses, and laboratory contract services;

• an increase of $33.6 million in cash flows from accounts receivable primarily related to the receipt of the $35.0 million upfront payment and prepaid research under the Moderna agreement entered into in December 2022.

• an increase of $2.7 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.

• a net decrease of $28.9 million in deferred revenue resulting from the continued recognition of deferred revenue from existing customers;

• a decrease of $3.9 million in accounts payable, accrued and other long-term liabilities primarily due to timing of payments;

• a decrease of $9.7 million in cashflows from accounts receivable primarily related to the $10.0 million milestones receivable in the current quarter for the second clinical candidate nomination and the initiation of GLP toxicology study for the first nominated clinical candidate under the Astellas Agreement;

• an increase $1.2 million in cashflows from prepaid and other current assets primarily due to decrease in advance payments due to timing of payment.

Cash Flows from Investing Activities

During the nine months ended September 30, 2024, cash provided by investing activities was $84.6 million, which consisted of 190.5 million of proceeds from the maturities of short-term investments partially offset by $105.7 million used in the purchase of short-term investments and $0.2 million of capital expenditures used to purchase property and equipment.

During the nine months ended September 30, 2023, cash used in investing activities was $163.5 million, which consisted of $313.0 million used in the purchase of short-term investments and $0.5 million of capital expenditures used to purchase property and equipment, partially offset by $150.0 million in proceeds received upon the maturity of marketable securities.

CytomX Therapeutics, Inc.

During the three months ended March 31, 2025, cash provided by investing activities was $30.6 million consisted of $50.5 million of proceeds from the maturities of short-term investments partially offset by $19.8 million used in purchase of short-term investment and $0.1 million of capital expenditures used to purchase property and equipment.

During the three months ended March 31, 2024, cash provided by investing activities was $44.9 million consisted of $45.0 million of proceeds from the maturities of short-term investments partially offset by $0.1 million of capital expenditures used to purchase property and equipment.

Cash Flows from Financing Activities

During the nine months ended September 30, 2024, cash provided by financing activities was $5.3 million, which consisted of $4.8 million of net proceeds from issuance of common stock, net of issuance costs, and $0.4 million of proceeds from the exercise of stock options and employee stock purchases under the employee stock purchase plan.

During the nine months ended September 30, 2023, cash provided by financing activities consisted of $29.7 million of net proceeds from issuance of pre-funded warrants and warrants and $0.4 million of proceeds from the exercise of stock options and employee stock purchases under the employee stock purchase plan.

During the three months ended March 31, 2025, there was no cash used in or provided by financing activities.

During the three months ended March 31, 2024, cash provided by financing activities was $0.2 million consisted of proceeds from the exercise of stock options.

Contractual Obligations

During the nine months ended September 30, 2024, there were no material changes in contractual obligations from the amounts disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

CytomX Therapeutics, Inc.

During the three months ended March 31, 2025, there were no material changes in contractual obligations from the amounts disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Quantitative and Qualitat ive Disclosure About Market Risk

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Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives.

Our management, with the participation of our Principal Executive and Principal Financial Officers, has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024, the end of the period covered by this Quarterly Report on Form 10-Q.

Based on their evaluation and subject to the foregoing, the Principal Executive and Principal Financial Officers concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2024.

Our management, with the participation of our Principal Executive and Principal Financial Officers, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2025, the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Controls Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

CytomX Therapeutics, Inc.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

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-Q

Item 4. Controls and Procedures