What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2025-11-06 compared with 2025-08-07 · 213 added, 161 removed, 675 unchanged (36% of the section changed)

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(in thousands)

September 30,

Current assets:

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Additional paid-in capital

Accumulated other comprehensive (loss) income

Accumulated other comprehensive income

Accumulated deficit

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CYTOMX THERAPEUTICS, INC.

CONDENSED STATEMENTS OF OPERA TIONS AND COMPREHENSIVE INCOME

CONDENSED STATEMENTS OF OPERA TIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except share and per share data)

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating expenses:

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Net income (loss) per share:

Shares used to compute net income (loss) per share

Weighted average common shares used to compute net income (loss) per share

See accompanying notes to condensed financial statements.

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Stock-based compensation

Other comprehensive loss

Other comprehensive income

Balance at June 30, 2025

Exercise of stock options

Stock-based compensation

Other comprehensive income

Balance at September 30, 2025

See accompanying notes to condensed financial statements.

CYTOMX THERAPEUTICS, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share data)

Comprehensive

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Stock-based compensation

Other comprehensive loss

Other comprehensive income

Balance at June 30, 2024

Release of RSUs

Stock-based compensation

Other comprehensive income

Balance at September 30, 2024

See accompanying notes to condensed financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

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Maturities of short-term investments

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities:

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Net cash provided by financing activities

Net increase in cash, cash equivalents and restricted cash

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

Cash, cash equivalents and restricted cash, beginning of period

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See accompanying notes to condensed financial statements.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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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 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 condensed results of operations for this interim period 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.

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Significant Accounting Policie s

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.

There have been no material changes to our significant accounting policies this interim period, 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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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

CytomX Therapeutics, Inc.

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

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.

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.

requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.

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

Net Income Per Share

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands, except share and per share data)

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Options and ESPP to purchase common stock

Common stock warrants

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Fair Value Measurements and Investments

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:

Notes to Condensed Financial Statements (Unaudited)

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

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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:

June 30, 2025

September 30, 2025

(in thousands)

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Treasury Securities

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

As of September 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

Accrued liabilities consisted of the following:

September 30,

(in thousands)

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Other accrued expenses

Notes to Condensed Financial Statements (Unaudited)

Collaboration and License Agreements

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

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

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

In March 2018, CytomX selected the program and this program, CX-908, a PROBODY® T cell engager targeting CDH3 and CD3, is currently in preclinical development.

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

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

Notes to Condensed Financial Statements (Unaudited)

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

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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)

As of September 30, 2025 and December 31, 2024, deferred revenue relating to the Astellas Agreement was $ 7.2 million and $ 17.4 million, respectively.

The amount due from Astellas under the Astellas Agreement was $ 1.1 million as of September 30, 2025 and $ 1.1 million as of December 31, 2024.

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.

Notes to Condensed Financial Statements (Unaudited)

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

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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.

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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.

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 Bristol Myers Squibb 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.

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 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.

As of September 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 $ 0.0 and $ 0.9 million as of September 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 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)

As of September 30, 2025 and December 31, 2024, deferred revenue relating to the Regeneron Agreement was $ 11.4 million and $ 15.6 million, respectively.

The amount due from Regeneron under the Regeneron Agreement was $ 0.4 million and $ 1.0 million as of September 30, 2025 and December 31, 2024, respectively.

Contract Liabilities

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

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

Deferred Revenue

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Revenue recognized

June 30, 2025

September 30, 2025

December 31, 2023

Revenue recognized

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.

September 30, 2024

The Company expects that the $ 27.9 million of deferred revenue related to the following contracts as of September 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

Notes to Condensed Financial Statements (Unaudited)

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 $ 7.2 million of deferred revenue related to the Astellas Agreement is expected to be recognized until 2026 .

• 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 $ 12.5 million of deferred revenue related to the Regeneron Agreement, together with research and development service fees, is expected to be recognized until 2026 .

• The $ 11.4 million o f deferred revenue related to the Regeneron Agreement, together with research and development service fees, is expected to be recognized until 2026 .

License Agreement

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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 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.

For the three and nine months ended September 30, 2025, the Company incurred sublicense expenses of $ 0 and $ 1.1 million, r espectively, under the provisions of the UCSB Agreement.

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.

ImmunoGen (acquired by AbbVie in 2024)

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

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.

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.

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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.

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”), as sales agent, providing for the sale of up to $ 75,000,000 of its common stock, at par value $ 0.00001 per share, from time to time under an at-the-market ("ATM") offering.

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 2024, under the ATM offering, the Company sold approximately 3.9 million shares at a weighted average price of $ 1.82 per share for net proceeds of approximately $ 6.9 million after deducting sales commissions and related issuance cost.

In Octo ber 2025, the Company sold approximately 4.3 million shares at a weighted average price of $3.43 per share under the ATM offering for net proceeds of approximately $14.4 million, after deducting sales commissions and related issuance cost.

Notes to Condensed Financial Statements (Unaudited)

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.

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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.

The Company had no other significant related party transactions with LCPV.

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

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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.

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

The following table summarizes the Company's activities of outstanding warrants for the nine months ended of September 30, 2025:

Pre-funded Warrants

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Balance at December 31, 2024

Balance at June 30, 2025

Balance at September 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 six months ended June 30, 2025 were as follows:

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

Options Outstanding

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Option forfeited/expired

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.

Balance at September 30, 2025

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

The Company recorded $ 2.9 million and $ 4.4 million of stock-based compensation expense related to the stock option plans for the nine months ended September 30, 2025 and 2024, respectively.

Notes to Condensed Financial Statements (Unaudited)

Time-based RSUs ("TRSU")

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

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

Weighted Average Grant Date Fair Value Per Share

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RSU's forfeited

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.

Balance at September 30, 2025

The Company recorde d $ 0.5 million and $ 0.4 million of stock-based compensation expense related to the TRSUs for the three months end September 30, 2025 and 2024, respectively.

The Company recorded $ 1.1 million a nd $ 1.1 million of stock-based compensation expense related to the TRSUs for the nine months end September 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 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”).

Vesting for 50% of the PSUs granted occurred 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”).

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 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.

The performance condition for 2023-Tranche-2 was determined to be probable a s of March 31, 2025 and as a result $ 0.5 million compensation cost was recorded for the first quarter of 2025.

As of June 30, 2025, the performance condition was determined to be satisfied and the 2023-Tranche-2 PSUs were fully vested.

As a result, the Company 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

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:

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, 2025.

In September 2025, the Company granted 413,350 PSUs to executive employees with an aggregated grant date fair value of approximately $ 1.2 million.

Vesting for one third of the PSUs granted will occur upon attaining a certain specific milestone (“2025-Tranche-1”), vesting for one third of the PSUs granted will occur upon attaining a certain specific milestone (“2025-Tranche-2”) on June 30, 2027 or later, and the remaining one third will vest upon attaining a certain specific milestone on June 30, 2028 or later (“2025-Tranche-3”).

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

Weighted Average Grant Date Fair Value Per Share

Balance at December 31, 2024

PSU's awarded

PSU's forfeited

Balance at June 30, 2025

Balance at September 30, 2025

Notes to Condensed Financial Statements (Unaudited)

Stock-based Compensation

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

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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 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 recorded an uncertain tax position of $ 4.3 million in long term liabilities for the proposed tax assessment, penalties and interest through September 30, 2025.

Of the unrecognized tax benefits as of September 30, 2025, approximately $ 5.0 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 $ 5.0 million.

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

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

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

The provisions do not have a material impact on the Company’s financial statements .

Notes to Condensed Financial Statements (Unaudited)

Segment Disclosures

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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

Nine Months Ended

September 30,

(in thousands)

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Segment and net income (loss)

Notes to Condensed Financial Statements (Unaudited)

Restructuring

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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 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):

The Company incurred the total restructuring charges of $ 2.8 million, primarily related to one-time severance payments and other employee-related co sts.

This includes $ 1.7 million of research and development expenses and $ 1.1 million of general and administrative expenses that were recorded during the nine months ended September 30, 2025.

The following is a summary of activities of restructuring costs (in thousands):

Severance and Benefits Costs

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Balance at June 30, 2025

Changes in estimates

Balance at September 30, 2025

Subsequent Event

In November 2025, the Company entered into a lease (the “2026 Lease”) of office and laboratory space located in Emeryville, California for the Company’s corporate headquarters.

The 2026 Lease will commence on October 1, 2026 and end on December 31, 2029 , and the Company has two options to extend the term, each for an additional two years , at the then fair market rent as determined under the term of the 2026 Lease.

Under the terms of the lease, the Company is obligated to make aggregate future minimum lease payments totaling approximately $5.7 million over the lease term, exclusive of operating expenses and other common area charges.

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

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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.

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.

The data encompassed 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.

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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 Grade 4 or 5 TRAEs were observed as of the April 7, 2025 data cutoff.

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

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.

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

On August 13, 2025, the Company announced that a single Grade 5 treatment-related acute kidney injury occurred in a patient with a complex medical history including having a solitary kidney.

The Grade 5 event was believed to be secondary to nausea, vomiting and diarrhea.

The Company reported the event to the FDA in accordance with regulatory requirements.

The CTMX-2051-101 Safety Review Committee reviewed the event and supported continued study execution and enrollment which are ongoing.

Based on the positive interim Phase 1 dose escalation data in May 2025, dose expansions were initiated at the dose levels of 7.2 mg/kg, 8.6 mg/kg, and 10 mg/kg, administered every three weeks (Q3W) and are currently ongoing.

In the third quarter of 2025, dose expansion enrollment continued with the goal of supporting a potential registrational study of CX-2051 monotherapy in advanced CRC.

CX-2051 Phase 1 study enrollment is projected to reach approximately 100 patients by the first quarter of 2026.

A CX-2051 Phase 1 data update is expected to be provided in the first quarter of 2026.

Additionally, the Company expects to initiate enrollment of a Phase 1b study of CX-2051 in combination with bevacizumab in the first quarter of 2026, data from which is intended to inform potential CX-2051 late phase development in earlier lines of CRC therapy.

The Company also continues to evaluate additional non-CRC, EpCAM expressing indications for potential CX-2051 development.

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

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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 CX-801 monotherapy biomarker data in melanoma patients will be presented at the Society of Immunotherapy of Cancer (SITC) 2025 Annual Meeting on November 8, 2025.

The data to be presented indicate that CX-801 has been generally well tolerated to date and consistently increased expression of interferon-stimulated genes in paired tumor biopsies, suggesting preferential activity in tumors.

Upregulation of immune checkpoint genes, including PD-1 and PD-L1, and activation of immune cell populations was also observed, providing a rationale for evaluating the combination of CX-801 and pembrolizumab.

PK analysis also demonstrated dose-proportional exposure of CX-801, which remained predominantly in its intact (masked) form in circulation.

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

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 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.

In addition to PROBODY ADCs like CX-2051 and PROBODY cytokines like CX-801, we view the field of masked biologics as having broad potential applicability across a range of therapeutic modalities, reflecting the versatility of our platform technology.

A key focus of our current work with collaboration partners is T-cell engaging bispecific therapies (“TCEs”) where we have significant ongoing efforts with partners such as Regeneron and Astellas and maintain significant research expertise.

For example, at SITC 2025, we presented preclinical data for CX-908, a dually masked PROBODY T-cell Engager targeting CDH3 and CD3.

CX-908 potently induced tumor regressions in

established breast and lung cancer xenograft tumor models and demonstrated a 100-fold improvement in tolerability, including significantly reduced cytokine release vs.

an unmasked CDH3xCD3 molecule.

We view masking as a key strategy to widen a 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.

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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We recorded total restructuring charges of approximately $2.8 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.

This includes $1.7 million of research and development expenses and $1.1 million of general and administrative expenses that were recorded during the nine months ended September 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 June 30, 2025.

There have been no material changes to our critical accounting policies and estimates for the three months ended September 30, 2025.

Components of Results of Operations

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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.

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

Nine Months Ended

September 30,

(in thousands)

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Total revenue

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;

The decrease in revenue of $27.5 million for the three months ended September 30, 2025, compared to the corresponding period of 2024 was primarily due to:

• No revenue recognized under the BMS Agreement due to the completion of our performance obligations in the second quarter of 2025.

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

• No revenue recognized under the Amgen Agreement as a result of Amgen terminating its license to the EGFR Product effective May 2025;

• A decrease in revenue under the Regeneron Agreement driven by a primary focus on the most developed 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;

partially offset by

• An increase in revenue under the Astellas Agreement driven by continued progress of ongoing collaboration programs.

The decrease in revenue of $24.5 million for the nine months ended September 30, 2025, compared to the corresponding period of 2024 was primarily due to:

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

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

• 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;

• A decrease in revenue under the Regeneron Agreement driven by a primary focus on the most developed preclinical program in 2025;

partially offset by

• 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, effective May 2025.

The remaining deferred revenue was recognized upon completion of our performance obligations in the second quarter of 2025.

Operating Costs and Expenses

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

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CX-801 (IFNα2b)

Other wholly owned and partnered programs

Other programs

General research and development expenses

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Total research and development expenses

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.

Research and development expenses decreased by $6.1 million for the three months ended September 30, 2025, compared to the corresponding period of 2024 primarily due to:

• a reduction in CX-904 spend due to program deprioritization in 2025;

• lower CX-2051 manufacturing expenses partially offset by increased clinical spend;

• reduced general research and development expenses after the restructuring announced in January 2025.

Research and development expenses decreased by $21.1 million for the nine months ended September 30, 2025, compared to the corresponding period of 2024 primarily due to:

• a reduction in CX-904 spend due to program deprioritization in 2025;

• lower CX-2051 manufacturing expenses partially offset by increased clinical spend;

• reduced general research and development expenses as a result of the January 2025 restructuring;

• lower spend on preclinical programs;

• a one-time royalty milestone payment of $5.0 million to ImmunoGen in 2024;

partially offset by

• a one-time restructuring expenses of $1.7 million which were primarily included in internal costs.

General and Administrative Expenses

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

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General and administrative

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.

General and administrative expenses decreased by $1.5 million for the three months ended September 30, 2025, compared to the corresponding period of 2024, primarily driven by personnel related expenses as well as patent and legal expenses.

General and administrative expenses decreased by $1.6 million for the nine months ended September 30, 2025, compared to the corresponding period of 2024, primarily driven by personnel related expenses and legal and consulting related expenses, partially offset by $1.1 million of one-time restructuring expenses.

Restructuring

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.

During the three and nine months ended September 30, 2025, we recognized aggregate restructuring cost (adjustment) of approximately ($0.1) million and $2.8 million, respectively, primarily related to severance and benefits.

This included $1.7 million in research and development expenses and $1.1 million in general and administrative expenses.

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

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Total interest income and other expense

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.

Interest income decreased by $0.1 million and $2.1 million during the three months and nine months ended September 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.

September 30,

Three Months Ended

Six Months Ended

Nine Months Ended

(in thousands)

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Provision for income taxes

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.

The $0.1 million and $0.2 million of tax provision represented the interest accrued for the three and nine months ended September 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 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.

As of September 30, 2025, we had cash, cash equivalents and short-term investments of $143.6 million and an accumulated deficit of $682.4 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.

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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.

In 2024, we sold 3,925,202 shares at a weighted average price of $1.82 per share under our ATM offering for net proceeds of approximately $6.9 million after deducting sales commissions and related issuance cost.

October 2025, we sold $4.3 million shares at a weighted average price of $3.43 per share under our ATM offering for net proceeds of approximately $14.4 million after deducting sales commissions and related issuance cost.

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.

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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 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.

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

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

Net cash used in operating activities

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Net cash provided by financing activities

Net increase in cash, cash equivalents and restricted cash

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

Cash Flows from Operating Activities

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.

During the nine months ended September 30, 2025, cash used in operating activities was $52.3 million, which consisted of a net income of $9.1 million and non-cash charges of $7.5 million, adjusted by a net decrease of $68.9 million relating to the change of our net operating assets and liabilities.

The non-cash charges primarily consisted of $4.8 million in stock-based compensation, $3.3 million in non-cash lease expense, $0.9 million in depreciation and amortization, partially offset by $1.5 million in accretion of discounts on investments.

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

• an decrease of $1.0 million in cashflows from prepaid and other current assets primarily due to increase in advance payments, partially offset by

• a decrease of $0.4 million in cashflows from prepaid and other current assets primarily due to increase in advance payments, partially offset by

• an increase of $1.5 million in cashflows from accounts receivable primarily due to timing of collection of service revenue.

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.

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.

The non-cash charges primarily consisted of $5.8 million in stock-based compensation, $3.0 million in non-cash lease expense, $1.3 million in depreciation and amortization, partially offset by $4.5 million in accretion of discounts on investments.

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• a decrease of $4.1 million in accounts payable, accrued and other long-term liabilities primarily due to timing of payments;

• 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.

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

Cash Flows from Investing Activities

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.

During the nine months ended September 30, 2025, cash used in investing activities was $45.3 million consisted of $148.3 million used in purchase of short-term investment and purchase of property and equipment partially offset by $103.0 million of proceeds from the maturities of short-term investments.

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.

Cash Flows from Financing Activities

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.

During the nine months ended September 30, 2025, cash provided by financing activities was $93.8 million, which consisted of $93.4 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, 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.

Contractual Obligations

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.

During the three months ended September 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

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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 June 30, 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 June 30, 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 September 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 June 30, 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 September 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