What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2025-08-07 compared with 2025-05-12 · 233 added, 193 removed, 603 unchanged (41% of the section changed)

27 unchanged sentences

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

• 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;

59 unchanged sentences

Three Months Ended

Six Months Ended

Operating expenses:

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Total operating expenses

Income from operations

Income (loss) from operations

Interest income

Other (expense) income, net

Income before income taxes

Income (loss) before income taxes

Provision for income taxes

Net Income (Loss)

Other comprehensive income (loss):

Unrealized loss on investments, net of tax

Total comprehensive income

Net income per share:

Shares used to compute net income per share

Unrealized (loss) gain on investments, net of tax

Total comprehensive income (loss)

Net income (loss) per share:

Shares used to compute net income (loss) per share

See accompanying notes to condensed financial statements.

11 unchanged sentences

Balance at March 31, 2025

Exercise of stock options and release of RSUs

Issuance of common stock under the ESPP

Issuance of common stock in follow-on offering, net of issuance cost

Exercise of pre-funded warrants

Stock-based compensation

Other comprehensive loss

Balance at June 30, 2025

Comprehensive

6 unchanged sentences

Balance at March 31, 2024

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 loss

Balance at June 30, 2024

See accompanying notes to condensed financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

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Maturities of short-term investments

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Proceeds from exercise of stock options

Proceeds from issuance of common stock, net of issuance costs

Proceeds from employee purchase plan and exercise of stock options

Net cash provided by financing activities

2 unchanged sentences

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.

6 unchanged sentences

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

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

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

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

4 unchanged sentences

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 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 condensed results of operations for the three and six months ended June 30, 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

3 unchanged sentences

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.

There have been no material changes to our significant accounting policies during the three and six months ended June 30, 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.

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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.

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

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 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 requires entities to disclose (1) specific categories in the rate

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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.

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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

Six Months Ended

(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 per share

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

Effect of potentially dilutive securities:

Stock options, ESPP & RSUs

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

Net income per share

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

Net income (loss) 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

Six Months Ended

Options and ESPP to purchase common stock

Common stock warrants

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Fair Value Measurements and Investments

9 unchanged sentences

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:

March 31, 2025

June 30, 2025

(in thousands)

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Treasury Securities

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.

As of June 30, 2025, the remaining contractual terms of those investments are less than a year.

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.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Accrued Liabilities

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Other accrued expenses

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Collaboration and License Agreements

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Three Months Ended

Six Months Ended

(in thousands)

Bristol Myers Squibb

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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.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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

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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.

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 effective May 2025.

The Amgen research collaboration remains in effect with the current scope being the preclinical TCE that 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 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)

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.

As of June 30, 2025, the Company has completed its performance obligations related to the EGFR Products and the Amgen Other Products.

The remaining deferred revenue of $ 0.3 million was fully recognized in the second quarter of 2025.

As of December 31, 2024, deferred revenues related to the EGFR Products performance obligation was $ 9.7 million and was immaterial for the Amgen Other Products.

Astellas Pharma Inc.

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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.

The $ 5.0 million milestone payment was fully recognized in the first quarter of 2025 as the Company had completed its related performance obligation of this second collaboration target.

As of June 30, 2025 and December 31, 2024, deferred revenue relating to the Astellas Agreement was $ 10.5 million an d $ 17.4 million, respectively.

The amount due from Astellas under the Astellas Agreement wa s $ 1.2 million as of June 30, 2025 and $ 1.1 million as of December 31, 2024.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Bristol Myers Squibb Company

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The research term for each collaboration target could be extended in one year increments up to three times.

Pursuant to the BMS Agreement, the financial consideration from Bristol Myers Squibb was comprised of an upfront payment of $ 50.0 million and estimated research and development service fees, and the Company was initially entitled to receive contingent payments of up to

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

$ 25.0 million for additional targets and contingent payments for development, regulatory and sales milestones.

In addition, the Company was entitled to royalty payments in the mid-single digits to low double-digit percentages from potential future sales.

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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.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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'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.

As of December 31, 2024, deferred revenue relating to BMS Agreement was $ 41.9 million.

T he Company's research efforts on all the ongoing programs were completed in April 2025 upon which the $ 11.6 million of remaining deferred revenue was recognized in the second quarter of 2025.

In May 2025, one collaboration target was also terminated with two months written notice pursuant to the BMS Agreement and two preclinical programs remain in development with BMS responsible for further advancement.

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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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.

As of June 30, 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 June 30, 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 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.

As of June 30, 2025 and December 31, 2024, deferred revenue relating to the Regeneron Agreement was $ 12.5 million and $ 15.6 million, respectively.

The amount due from Regeneron under the Regeneron Agreement was $ 0.6 million and $ 1.0 million as of June 30, 2025 and December 31, 2024, respectively.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Contract Liabilities

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

The following table presents changes in the Company’s total contract liabilities during the six months ended June 30, 2025 and 2024:

Deferred Revenue

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Revenue recognized

March 31, 2025

June 30, 2025

December 31, 2023

Revenue recognized

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 .

June 30, 2024

The Company expects that the $ 32.3 million of deferred revenue related to the following contracts as of June 30, 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 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 $ 10.5 million of deferred revenue related to the Astellas Agreement is expected to be recognized until 2026 .

• 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.

10 unchanged sentences

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.

For the three and six months ended June 30, 2025, the Company incurred sublicense expenses of $ 0.0 million and $ 1.1 million, respectively, under the provisions of the UCSB Agreement.

For the three and six months ended June 30, 2024, the Company incurred sublicense expenses of $ 0.1 million and $ 1.6 million, respectively, under the provisions of the UCSB Agreement.

ImmunoGen (acquired by AbbVie in 2024)

1 unchanged sentence

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.

Under the ImmunoGen 2019 License, ImmunoGen agreed to

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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.

2 unchanged sentences

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)

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 May 2025, the Company completed an underwritten public offering of 76,923,076 shares of common stock at a price of $ 1.30 per share.

The aggregate net proceeds received by the Company from the offering were approximately $ 93.4 million, after deducting underwriting discounts and commissions of $ 6.0 milli on and offering expenses of $ 0.6 mil lion.

Longitude Venture Partners V, L.P.

(“LVPV”) acquired approximately 11.5 million shares of common stock through the underwritten public offering.

Longitude Capital Partners V, LLC (“LCPV”) is a general partner of LVPV.

A member of the Company’s board of directors serves as a managing director of LCPV, and therefore, LCPV is considered a related party of the Company.

The Company had no other related party transactions with LCPV.

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.

(“BVF”) for a private placement (the "Private Placement Agreement") 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.

The initial exercise price of the Tranche 1 and Tranche 2 warrants was $ 4.16 per share and $ 6.24 per share, respectively.

The public offering in May 2025 triggered an adjustment provision in the Tranche 1 and Tranche 2 warrants, pursuant to which the exercise prices were reduced to $ 2.73 and $ 3.77 per share, respectively.

The Tranche 1 warrants expired without being exercised in July 2025 and the Tranche 2 warrants expire in July 2026 .

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

In May 2025, BVF exercised its right to purchase the remaining 6.9 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 activities of outstanding warrants for the six months ended of June 30, 2025

Pre-funded Warrants

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Exercise Price

Warrants Outstanding

Balance at December 31, 2024

Balance at June 30, 2025

The Tranche 1 warrants expired without being exercised in July 2025 and the Tranche 2 warrants expire in July 2026 .

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Stock-Based Compensation

Stock Options

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

Activities for the Company’s stock option plans for the six months ended June 30, 2025 were as follows:

Options Outstanding

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Options granted

Options exercised

Option forfeited/expired

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)

Balance at June 30, 2025

The Company recorded $ 0.8 million and $ 1.5 million of stock-based compensation expense related to the stock option plans for the three months ended June 30, 2025 and 2024, respectively.

The Company recorded $ 2.0 million and $ 2.9 million of stock-based compensation expense related to the stock option plans for the six months ended June 30, 2025 and 2024, respectively.

Time-based RSUs ("TRSU")

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

Activities for the Company’s TRSUs for the six months ended June 30, 2025 were as follows:

Weighted Average Grant Date Fair Value Per Share

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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.

Balance at June 30, 2025

The Company recorded $ 0.5 m illion and $ 0.4 million of stock-based compensation expense related to the TRSUs for the three months end June 30, 2025 and 2024, respectively.

The Company recorded $ 0.6 million and $ 0.8 million of stock-based compensation expense related to the TRSUs for the six months end June 30, 2025 and 2024, respectively.

Performance-based RSUs ("PSUs")

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”).

Vesting for 50% of the PSUs granted occurred upon attaining certain specific milestones as of June 30, 2025 (“2023-Tranche-1”), and the remaining 50% will vest upon attaining certain specific milestones by December 2025 (“2023-Tranche-2”).

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.

As of March 31 and June 30, 2025, the performance condition was satisfied for 2023-Tranche-2 and hence recorded $ 0.2 million and $ 0.7 million compensation cost for the three and six months ended June 30, 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”).

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 March 31, 2025.

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

The Company determined

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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 June 30, 2025.

Activities for the Company’s PSUs for the six months ended June 30, 2025, were as follows:

Weighted Average Grant Date Fair Value Per Share

1 unchanged sentence

PSU's forfeited

Balance at March 31, 2025

Balance at June 30, 2025

Stock-based Compensation

1 unchanged sentence

Three Months Ended

Six Months Ended

(in thousands)

Research and development

1 unchanged sentence

Total stock-based compensation expense

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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

3 unchanged sentences

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 recorded an uncertain tax position of $ 4.2 mill ion in long term liabilities for the proposed tax assessment, penalties and interest through June 30, 2025.

Of the unrecognized tax benefits as of June 30, 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 m illion.

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

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.

Due to the ongoing nature 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.

The One Big Beautiful Bill Act (OBBBA) was signed into law in July 2025.

The OBBBA may be subject to further clarification and interpretative guidance.

The Company is currently evaluating the impact on its financial statements.

Segment Disclosures

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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.

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 Condensed 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.

The measure of segment assets is reported on the Condensed 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):

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Three Months Ended

Six Months Ended

(in thousands)

Total revenue

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Total operating expenses

Income from operations

Income (loss) from operations

Interest income

Other income (expense), net

Income before income taxes

Income (loss) before income taxes

Provision for income taxes

Segment and net income

Segment and net income (loss)

Restructuring

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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):

This includes $ 1.8 million of research and development expenses and $ 1.1 million of general and administrative expenses that were recorded during the six months ended June 30, 2025.

The following is a summary of activities of restructuring costs for the three months ended June 30, 2025 (in thousands):

Severance and Benefits Costs

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Balance at March 31, 2025

Restructuring cost

Changes in estimates

Balance at June 30, 2025

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

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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, conditional activation expertise and clinical learnings to optimize predicted therapeutic index and the clinical potential of these promising agents through tumor localized, conditional activation.

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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 CX-2051 payload, a 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.

CX-2051 has demonstrated strong preclinical activity and tolerability in multiple preclinical models and encouraging initial Phase 1 data in late-line 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.

No pre-screening of CRC patients based on tumor EpCAM expression has been 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 and dose expansions had been initiated at dose levels 3 to 5.

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.

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.

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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.

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

Five of eighteen (28%) patients demonstrated confirmed partial responses per RECIST v1.1.

Three of seven (43%) 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).

Seventeen of eighteen patients (94%) had disease control, defined as having an objective response or stable disease.

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

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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).

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

The SAEs included Grade 3 Diarrhea (1 patient), Grade 3 Anemia (1 patient), Grade 3 colitis (1 patient), Grade 3 Diarrhea and Acute kidney injury (1 patient) and Grade 2 Asthenia (1 patient).

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 also 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 of enrolling 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.

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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.

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

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.

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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.

The Phase 1 study is currently in the fourth monotherapy dose escalation cohort.

In May 2025, Phase 1 dose escalation enrollment of CX-801 in combination with KEYTRUDA® (pembrolizumab) in advanced melanoma was initiated.

Initial Phase 1 biomarker and translational data for CX-801 monotherapy in patients with advanced melanoma is expected in the fourth quarter of 2025.

Phase 1 clinical data from the CX-801 and KEYTRUDA® combination dose escalation portion of the study are expected in 2026.

In 2022, we advanced our first TCE, CX-904, 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 view the field of masked biologics as having broad potential applicability across a range of therapeutic modalities.

We continue to be engaged in drug discovery efforts internally and with our partners in areas such as ADCs, Cytokines, TCEs, and mRNAs reflecting the versatility of our PROBODY platform.

A key focus of our current collaboration work is T-cell engaging bispecific therapies where we have significant ongoing efforts with partners such as Regeneron and Astellas.

For example, in the first quarter of 2025, Astellas advanced a program to GLP toxicology studies, triggering a $5.0 million milestone payment to CytomX.

Overall, we view masking a key strategy to open or widen the therapeutic window for T-cell engagers and view strategic partnering in this area as an important way to extend the reach of the PROBODY platform.

In May 2025, we completed an underwritten public offering of 76,923,076 shares of common stock at a price of $1.30 per share.

The aggregate net proceeds received by us from the offering were approximately $93.4 million, after deducting underwriting discounts and commissions of $6.0 million and offering expenses of $0.6 million.

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.

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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.

We recorded 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 six months ended June 30, 2025.

Critical Accounting Policies and Estimates

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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.

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 June 30, 2025.

Components of Results of Operations

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Research and Development Expenses

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.

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.

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.

We expense research and development costs as incurred.

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Three Months Ended

Six Months Ended

(in thousands)

Bristol Myers Squibb

Total revenue

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.

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;

The decrease in revenue of $6.5 million for the three months ended June 30, 2025, compared to the corresponding period of 2024 was primarily due to:

• A decrease in revenue under the BMS Agreement driven by the contractual research term and the completion of our performance obligations in the second quarter of 2025.

The remaining deferred revenue was recognized upon completion of our performance obligations.

BMS is responsible for the future research and development of the collaboration programs;

• A decrease in revenue under the Amgen Agreement as a result of Amgen terminating its license to the EGFR Product in March 2025, effective May 2025.

The remaining deferred revenue was recognized upon completion of our performance obligations;

• A decrease in revenue under the Astellas Agreement driven by an increase in projected hours to completion and completion of performance obligations on a clinical candidate;

• A decrease in revenue under the Regeneron Agreement driven by a temporary pause on a preclinical program in 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.

The increase in revenue of $3.0 million for the six months ended June 30, 2025, compared to the corresponding period of 2024 was primarily due to:

• An increase in revenue under the BMS Agreement driven by a higher percentage of completion of an existing target in the current period as compared to the same period in the prior year.

The contractual research term and our performance obligations concluded in the second quarter of 2025.

The remaining deferred revenue was recognized in 2025.

BMS is 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 resulted from Amgen terminated its license to the EGFR Product effective May 2025.

The remaining deferred revenue was recognized upon completion of our performance obligations;

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

• A decrease in revenue under the Regeneron Agreement driven by a temporary pause on a preclinical program in 2025;

Operating Costs and Expenses

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Three Months Ended

Six Months Ended

(in thousands)

External costs incurred by product candidate (target):

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Total research and development expenses

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.

Research and development expenses decreased by $11.9 million for the three months ended June 30, 2025, compared to the corresponding period of 2024 primarily due to a one-time royalty payment of $5.0 million to ImmunoGen for first patient dosed with CX-2051 in Q2 2024, a reduction in CX-904 spend due program termination in 2025 and reduced research expenses post-restructuring.

Research and development expenses decreased by $15.0 million for the six months ended June 30, 2025, compared to the corresponding period of 2024 primarily due to a one-time royalty payment of $5.0 million to ImmunoGen for first patient dosed with CX-2051 in Q2 2024, a reduction in CX-904 spend due program termination in 2025 and reduced research expenses post-restructuring.

Higher clinical spend in CX-2051 was offset by a decrease in manufacturing spending for CX-2051 relative to the first half of 2024.

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

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Three Months Ended

Six Months Ended

(in thousands)

General and administrative

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.

General and administrative expenses decreased by $1.8 million for the three months ended June 30, 2025, compared to the corresponding period of 2024, primarily driven by personnel and IP/Patent and legal expenses.

General and administrative expenses decreased by $0.1 million for the six months ended June 30, 2025, compared to the corresponding period of 2024, primarily driven by other personnel related expenses and legal and consulting related expenses, partially offset by $1.1 million of restructuring expenses.

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.

During the three and six months ended June 30, 2025, we recognized aggregate restructuring cost of approximately $0.1 million and $2.9 million, respectively, 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 total restructuring cost is expected to be approximately $3.0 million.

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

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Three Months Ended

Six Months Ended

(in thousands)

Interest income

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Total interest income and other expense

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.

Interest income decreased by $0.8 million and $2.0 million during the three months and six months ended June 30, 2025, respectively, compared to the corresponding period of 2024.

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

Three Months Ended

Six Months Ended

(in thousands)

Provision for income taxes

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.

The $0.1 million and $62.0 million of tax provision represented the interest accrued for the three and six months ended June 30, 2025, respectively, 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 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.

As of June 30, 2025, we had cash, cash equivalents and short-term investments of $158.1 million and an accumulated deficit of $668.2 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;

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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.

In May 2025, we completed an underwritten public offering of 76,923,076 shares of common stock at a price of $1.30 per share and received net proceeds of approximately $93.4 million, after deducting underwriting discounts and commissions of $6.0 million and offering expenses of $0.6 million.

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 2027.

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.

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

The amounts and timing of our actual expenditures depend on numerous factors, including the progress of our preclinical and

clinical development efforts, the results of any clinical trials and other studies, our operating costs and expenditures and other factors described under the caption “Risk Factors” in this Quarterly Report on Form 10-Q.

The cost and timing of developing our product candidates is highly uncertain and subject to substantial risks and changes.

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.

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.

We will need to raise additional capital to fund our operation in the future.

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

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

Three Months Ended

Six Months Ended

(in thousands)

Net cash used in operating activities

Net cash provided by investing activities

Net cash provided by (used in) investing activities

Net cash provided by financing activities

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Cash Flows from Operating Activities

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.

During the six months ended June 30, 2025, cash used in operating activities was $36.8 million, which consisted of a net income of $23.4 million and non-cash charges of $5.4 million, adjusted by a net decrease of $65.6 million relating to the change of our net operating assets and liabilities.

The non-cash charges primarily consisted of $3.4 million in stock-based compensation, $2.2 million in non-cash lease expense, $0.7 million in depreciation and amortization, partially offset by $0.9 million in accretion of discounts on investments.

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• an increase of $1.2 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.

During the six months ended June 30, 2024, cash used in operating activities was $45.6 million, which consisted of a net income of $7.3 million and non-cash charges of $3.4 million, adjusted by a net decrease of $56.3 million relating to the change of our net operating assets and liabilities.

The non-cash charges primarily consisted of $3.8 million in stock-based compensation, $2.0 million in non-cash lease expense, $0.9 million in depreciation and amortization, partially offset by $3.3 million in accretion of discounts on investments.

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• a decrease of $7.0 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.

• an increase of $2.5 million in cashflows from accounts receivable, prepaid and other current assets primarily due to decrease in advance payments due to timing of payment.

Cash Flows from Investing Activities

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.

During the six months ended June 30, 2025, cash used in investing activities was $45.8 million consisted of $128.6 million used in purchase of short-term investment and $0.2 million of capital expenditures used to purchase property and equipment partially offset by $83.0 million of proceeds from the maturities of short-term investments.

During the six months ended June 30, 2024, cash provided by investing activities was $66.4 million, which consisted of $160.0 million of proceeds from the maturities of short-term investments partially offset by $93.4 million used in the purchase of short-term investments and $0.2 million of capital expenditures used to purchase property and equipment.

Cash Flows from Financing Activities

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.

During the six months ended June 30, 2025, cash provided by financing activities was $93.6 million, which consisted of $93.4 million of net proceeds from issuance of common stock, net of issuance costs, and $0.2 million of proceeds from the exercise of stock options and employee stock purchases under the employee stock purchase plan.

During the six months ended June 30, 2024, cash provided by financing activities was $5.2 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.

Contractual Obligations

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.

During the three months ended June 30, 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

6 unchanged sentences

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 March 31, 2025, 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 March 31, 2025.

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 June 30, 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 March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control 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 June 30, 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