What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2026-05-07 compared with 2025-11-06 · 357 added, 402 removed, 486 unchanged (61% of the section changed)

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These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance.

These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature.

These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “would,” “annualized” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature.

These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control.

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

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

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

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

3 unchanged sentences

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

• our ability to obtain additional funds for our operations;

• 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;

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(in thousands)

September 30,

Current assets:

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Operating lease right-of-use asset

Liabilities and Stockholders' Equity (Deficit)

Liabilities and Stockholders' Equity

Current liabilities:

5 unchanged sentences

Deferred revenue, net of current portion

Operating lease liabilities - long term

Other long term liabilities

1 unchanged sentence

Commitments and contingencies

Stockholders' equity (deficit):

Stockholders' equity:

Convertible preferred stock

2 unchanged sentences

Accumulated deficit

Total stockholders' equity (deficit)

Total liabilities and stockholders' equity (deficit)

Total stockholders' equity

Total liabilities and stockholders' equity

__________________

5 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Operating expenses:

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Provision for income taxes

Net Income (Loss)

Net income (loss) attributable to common stockholders

Other comprehensive income (loss):

Unrealized (loss) gain on investments, net of tax

Unrealized loss on investments, net of tax

Total comprehensive income (loss)

Net income (loss) per share:

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

Shares used to compute net income (loss) per share

See accompanying notes to condensed financial statements.

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Stockholders'

Income (Loss)

Equity (Deficit)

Balance at December 31, 2025

Exercise of stock options and release of RSUs

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

Issuance of pre-funded warrants in follow on offering, net of issuance cost

Stock-based compensation

1 unchanged sentence

Balance at March 31, 2026

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 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

Stockholders'

Income (Loss)

Equity (Deficit)

Balance at December 31, 2024

3 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 under the Open Market Sale Agreement, net of issuance cost

Exercise of pre-funded warrants

Stock-based compensation

Other comprehensive income

Balance at June 30, 2024

Release of RSUs

Stock-based compensation

Other comprehensive income

Balance at September 30, 2024

See accompanying notes to condensed financial statements.

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(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Net income (loss)

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

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Cash flows from financing activities:

Proceeds from issuance of common stock, net of issuance costs

Proceeds from employee purchase plan and exercise of stock options

Proceeds from issuance of common stock, net issuance cost

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

Proceeds from exercise of stock options

Net cash provided by financing activities

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

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

Supplemental disclosures of noncash financing activities:

Common stock issuance costs included in accrued liabilities

See accompanying notes to condensed financial statements.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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Basis of Presentation and Summary of Significant Accounting Policies” of the “Notes to Financial Statements” included in Part II, Item 8 of our 2025 Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.

Recently Adopted Accounting Pronouncement

In July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

The Company adopted ASU 2025-05 during the interim period ended March 31, 2026 on a prospective basis and elected to apply the practical expedient to its current accounts receivable.

Under this expedient, the Company assumes that current economic conditions as of the balance sheet date remain unchanged for the remaining contractual life of these receivables.

The adoption of ASU 2025-05 did not have a material impact on the Company's financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounts Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which enhances transparency in income statement disclosures.

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

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

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

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

The Company expects to adopt this ASU during the year ended December 31, 2027 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 also

The objective is to provide financial statement users with greater insight into the nature and variability of

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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

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

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

expenses, improving their ability to analyze financial performance and make informed decisions.

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, 2027 on a prospective basis and is currently evaluating the impact on its financial statements.

Net Income (Loss) Per Share

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

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

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

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

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

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

Three Months Ended

Nine Months Ended

September 30,

(in thousands, except share and per share data)

Net income (loss)

Net income (loss) attributable common stockholders

Weighted-average common shares outstanding

Weighted-average pre-funded warrants

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

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

Effect of potentially dilutive securities:

Stock options, ESPP & RSUs

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

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

Net income (loss) per share

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

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

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

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

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

Treasury securities which are included in short-term investments.

The Company's U.S.

Treasury securities are classified as Level II marketable securities and 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.

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

September 30, 2025

March 31, 2026

(in thousands)

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Treasury securities

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.

As of March 31, 2026 and December 31, 2025, interest receivable of $ 1.5 million and $ 0.5 mill ion, respectively, primarily related to short- term investments are included in prepaid expenses and other current assets.

As of March 31, 2026, the remaining contractual terms of the U.S.

Treasury securities are less than a year.

Based on the scheduled maturities of our marketable securities, the Company determined that it was more likely than not that it 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

Nine Months Ended

September 30,

(in thousands)

Bristol Myers Squibb

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

Following potential advancement beyond early-stage development, the Company had the right to elect to participate financially in the global co-development of EGFR Products with Amgen, during which the Company would have been responsible for a certain percentage of the worldwide development costs and entitled to certain percentage of profit sharing in the U.S., for EGFR Products.

In addition, the Company was also eligible to receive up to $ 460.0 million in development, regulatory, and commercial milestone payments for EGFR Products, and royalties in certain percentages of worldwide commercial sales.

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

In each of May 2023 and March 2024, CytomX and Amgen executed an amendment to the Amgen Agreement to extend the target selection period for Amgen to select its additional targets.

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

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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.

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

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

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

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

As a result, all of the remaining deferred revenue of the EGFR Products was recognized in the first quarter of 2025 due to Amgen terminating its license to the EGFR Products effective May 2025.

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

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.

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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.

CytomX Therapeutics, Inc.

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.

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.

As of June 30, 2025, the Company had completed its performance obligations related to the EGFR Products and the Amgen Other Products and recognized all deferred revenue.

Astellas Pharma Inc.

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In addition, Astellas had the right to expand the number of Additional Targets from three up to five (the “Expansion Option”) before the third anniversary of the effective date.

Furthermore, for a specified number of targets, at a pre-specified time prior to the initiation of the first pivotal study of a product against such target, the Company may elect to participate in certain development costs and share in the profits generated in the United States with respect to such product (“Cost Share Option”).

The Cost Share Option, if exercised, will also provide the option for the Company to co-commercialize such product in the United States.

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

Furthermore, for a specified number of targets, at a pre-specified time prior to the initiation of the first pivotal study of a product against such target, the Company had the option to elect to participate in certain development costs and share in the profits generated in the United States with respect to such product (“Cost Share Option”).

The Cost Share Option, if exercised, also provided the option for the Company to co-commercialize such product in the United States.

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

Pursuant to the Astellas Agreement, the consideration from Astellas was comprised of an upfront fee of $ 80.0 million and total potential contingent payments for development, regulatory and sales milestones of up to an aggregate of approximately $ 1.2 billion.

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

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

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

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

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

Astellas was responsible for all preclinical research costs incurred by either party as set forth in the preclinical research plan and the Company was entitled to receive research and development service fees based on a prescribed full-time employee ("FTE") rate.

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

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

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

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

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

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

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

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.

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 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.

In the first quarter of 2026, Astellas chose not to advance the remaining preclinical programs and terminated the Astellas Agreement effective May 12, 2026, which is expected to result in the completion of the Company's performance obligation and recognition of the remaining deferred revenue by the second quarter of 2026.

As a result, a cumulative adjustment of $ 7.1 million of revenue was recognized in the first quarter of 2026, which lowered the loss per share by $ 0.04 for the three months ended March 31, 2026.

As of March 31, 2026 and December 31, 2025, deferred revenue relating to the Astellas Agreement was $ 47.0 thousand and $ 8.6 million, respectively.

The amount due from Astellas under the Astellas Agreement wa s $ 0.4 million as of March 31, 2026 and $ 0.9 million as of December 31, 2025.

Bristol Myers Squibb Company

On May 23, 2014, the Company and Bristol Myers Squibb Company (“Bristol Myers Squibb” or “BMS”) entered into a Collaboration and License Agreement (the “BMS Agreement”) to discover and develop compounds for use in human therapeutics aimed at multiple immuno-oncology targets using the Company’s PROBODY therapeutic technology, including the target CTLA-4.

On May 23, 2014, the Company and Bristol Myers Squibb Company (“Bristol Myers Squibb”) entered into a Collaboration and License Agreement (the “BMS Agreement”) to discover and develop compounds for use in human therapeutics aimed at multiple immuno-oncology targets using the Company’s PROBODY therapeutic technology, including the target CTLA-4.

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

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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)

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

$ 25.0 million for additional targets and contingent payments for development, regulatory and sales milestones as well as royalty payments from potential future sales.

On March 17, 2017, the Company and Bristol Myers Squibb amended the BMS Agreement and entered into Amendment Number 1 to Extend Collaboration and License Agreement (“Amendment 1”).

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

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

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

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

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

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

Amendment 1 did not change the term of Bristol Myers Squibb’s royalty obligation under the BMS Agreement.

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

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

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

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

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

It is also entitled to tiered mid-single to low double-digit percentage of royalties from potential future sales.

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

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

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

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

Pursuant to Amendment 2, the Company was eligible to receive contingent payments for development, regulatory and sales milestones as well as royalty payments from potential future sales.

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

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

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

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

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 Bristol Myers Squibb responsible for further advancement.

The Company determined that it had 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.

T he Company had received in aggregate $ 297.0 million in upfront and milestone payments under the agreement.

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 fully recognized with Bristol Myers Squibb responsible for further advancement.

In May 2026, Bristol Myers Squibb decided to not advance the remaining preclinical programs resulting in a termination of the collaboration.

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.

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

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

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

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

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 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.

Due to Moderna's budget considerations, the Company's remaining activities for its performance obligation are currently paused pending future alignment with Moderna.

As of March 31, 2026 and December 31, 2025, deferred revenue relating to the Moderna Agreement was $ 9.3 million and $ 9.3 million, respectively.

There was no amount due from Moderna under the Moderna Agreement as of March 31, 2026 and December 31, 2025.

Regeneron Pharmaceuticals, Inc.

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The Company and Regeneron will collaborate on preclinical research and discovery activities for initially agreed upon collaboration programs (“Collaboration Program”) with an option to expand additional Collaboration Programs (“Additional Collaboration Program Option”).

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Under the Collaboration and License Agreement, the Company granted Regeneron an exclusive, worldwide, royalty-bearing license under certain Company intellectual property to develop, manufacture, commercialize and otherwise exploit licensed products (“Licensed Products”) for all human and non-human diagnostic, prophylactic and therapeutic uses in oncology.

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

As of September 30, 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.

As of March 31, 2026 and December 31, 2025, deferred revenue relating to the Regeneron Agreement was $ 9.5 million a nd $ 10.5 million, respectively.

The amount due from Regeneron under the Regeneron Agreement was $ 0.2 million and $ 0.8 million as of March 31, 2026 and December 31, 2025, respectively.

Contract Liabilities

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

The following table presents changes in the Company’s total contract liabilities during the three months ended March 31, 2026 and 2025:

Deferred Revenue

2 unchanged sentences

Revenue recognized

September 30, 2025

March 31, 2026

December 31, 2024

Revenue recognized

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 $ 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 .

March 31, 2025

The Company expects that the $ 18.9 million of deferred revenue related to the following contracts as of March 31, 2026 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 $ 9.3 million of deferred revenue related to the Moderna Agreement, together with research and development service fees, are expected to be recognized primarily in 2026 and 2027, pending alignment with Moderna's budget considerations.

• The $ 9.5 million of deferred revenue related to the Regeneron Agreement, together with research and development service fees, are expected to be recognized until 2026 .

License Agreement

UCSB Agreement

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

In August 2010, the Company entered into an exclusive, worldwide license agreement with University of California, Santa Barbara (“UCSB”), relating to the use of certain patents and technology, and to patent rights the Company co-owns with UCSB that cover certain conditionally activatable antibodies (the “UCSB Agreement”).

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

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

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

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

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

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

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

will become due immediately.

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

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

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

For the three 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.

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

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

In the first quarter of 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, 2026 and 2025, the Company incurred sublicense expenses of $ 0.9 million and $ 1.1 million, respectively, under the provisions of the UCSB Agreement.

ImmunoGen (acquired by AbbVie in 2024)

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

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

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 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 Varseta-M under the ImmunoGen 2019 License Agreement.

The remaining $ 30.0 million of potential development milestone payments under the License Agreement are expected to be triggered by the start of the first Phase 2 study and first Phase 3 study for an EpCAM program (e.g.

Varseta-M) in the amounts of $ 10.0 million and $ 20.0 million, respectively.

Varseta-M, which is currently in Phase 1 development, is covered under the ImmunoGen License Agreement.

On March 19, 2026, the Company completed an underwritten offering of 45,990,567 shares of common stock at an offering price of $ 5.30 per share and pre-funded warrants to purchase 1,179,245 shares of common stock (the “Pre-Funded Warrants”) at a price of $ 5.29999 per share.

The Pre-Funded Warrants have an exercise price of $ 0.00001 per share, subject to adjustments, and are exercisable from the date of issuance until fully exercised, subject to an ownership limitation.

The aggregate net proceeds received by the Company from the offering were approximately $ 234.2 million, after deducting underwriting discounts and commissions of $ 15.0 million and offering expenses of $ 0.8 million.

In addition, the Company granted the underwriters the option for 30 days to purchase up to an additional 7,075,471 shares of common stock at the public offering price of $ 5.30 per share.

Such option expired unexercised in April 2026.

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.

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

(“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.

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

In the private placement, the Company issued pre-funded warrants to BVF to purchase up to 14,423,077 shares of common stock (the “BVF Pre-Funded Warrants”), 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.

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 nine months ended of September 30, 2025:

The public offering in May 2025 described above 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 will expire in July 2026 .

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

exercised the BVF Pre-Funded Warrants for 7.5 million shares of common stock in May 2024 and for the remaining 6.9 million shares in May 2025, in each case at an exercise price of $ 0.00001 per share.

The following table summarizes the Company's outstanding warrants as of March 31, 2026:

Pre-funded Warrants

Tranche 2 Warrants

Exercise Price

Balance at December 31, 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 .

Issuance in public offering

Balance at March 31, 2026

Stock-Based Compensation

Stock Options

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

Activities for the Company’s stock option plans for the three months ended March 31, 2026 were as follows:

Options Outstanding

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Options exercised

Option forfeited/expired

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)

Options forfeited/expired

Balance at March 31, 2026

The Company recorded $ 3.8 million and $ 1.3 million of stock-based compensation expense related to the stock option plans for the three months ended March 31, 2026 and 2025, respectively.

Time-based RSUs ("TRSU")

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

Activities for the Company’s TRSUs for the three months ended March 31, 2026 were as follows:

Weighted Average Grant Date Fair Value Per Share

Balance at December 31, 2025

RSU's awarded

RSU's forfeited

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.

RSUs forfeited

Balance at March 31, 2026

The Company recorded $ 0.9 million and $ 0.2 million of stock-based compensation expense related to the TRSUs for the three months ended March 31, 2026 and 2025, 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 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.

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 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:

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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

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

The 2024-Tranche-1 PSUs were canceled as the related performance condition was not met by December 2025 .

As of March 31, 2026, the Company determined that it is not probable that the performance conditions will be satisfied for 2024-Tranche-2 PSUs and hence no compensation cost was recorded for these awards through March 31, 2026.

In September 2025 and February 2026, the Company granted a total of 463,350 PSUs to executive employees with an aggregate grant date fair value of approximately $ 1.5 million.

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

As of March 31, 2026, the Company determined that it is not probable that the performance conditions will be satisfied for any of these tranches and hence no compensation cost was recorded for these awards through March 31, 2026.

A ctivities for the Company’s PSUs for the three months ended March 31, 2026, were as follows:

Weighted Average Grant Date Fair Value Per Share

Balance at December 31, 2025

PSU's awarded

PSU's forfeited

Balance at September 30, 2025

Notes to Condensed Financial Statements (Unaudited)

Balance at March 31, 2026

Stock-based Compensation

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Research and development

1 unchanged sentence

Total stock-based compensation expense

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

During the three months ended March 31, 2026, in connection with the extension of consulting arrangements for two former executives, the Company extended the vesting period of unvested options and awards and the exercisable period of vested options, as permitted under the Company's equity incentive plans.

As a result, the Company recognized the full amount of the incremental stock-based compensation expense of approximately $ 2.5 million in the first quarter of 2026.

The Company maintains a full valuation allowance against its net deferred tax assets through March 31, 2026 .

The Company files income taxes in the U.S.

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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 $ 4.3 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 recorded an uncertain tax position of $ 4.4 millio n in long term liabilities for the proposed tax assessment, penalties and interest through March 31, 2026.

Additional 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.

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

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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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 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 Condensed Balance Sheets as total assets.

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

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

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

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

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Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Total revenue

External costs incurred by product candidate (target):

CX-904 (EGFRxCD3)

CX-2051 (EpCAM)

Varseta-M (EpCAM)

CX-801 (IFNα2b)

CX-904 (EGFRxCD3)

Other wholly owned and partnered programs

10 unchanged sentences

Provision for income taxes

Segment and net income (loss)

Net income (loss)

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Restructuring

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

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

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

The Company 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

Stock Based Compensation

Restructuring cost recorded

Changes in estimates

Non-cash charges

Balance at March 31, 2025

Restructuring cost

Changes in estimates

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.

The Company incurred total restructuring charges of $ 2.8 million during 2025, primarily related to one-time severance payments and other employee-related costs.

This includes $ 1.7 million of research and development expenses and $ 1.1 million of general and administrative expenses that were recorded during 202 5.

The restructuring was completed as of March 31, 2026.

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

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Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section of this report titled “Risk Factors.” Except as may be required by law, we assume no obligation to update these forward-looking statements or the reasons that results could differ from these forward-looking statements.

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

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

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

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

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

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

Proteases are tightly controlled in normal tissues but often dysregulated and active in tumor microenvironments where they play important roles in cancer cell migration, invasion and metastasis.

Leveraging our deep scientific knowledge, we conceived of and constructed our PROBODY therapeutic platform which allows us to genetically engineer biologic therapeutic candidates to contain protease-cleavable masks.

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

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

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

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

These are CX-2051, an investigational, conditionally activated ADC targeting epithelial cell adhesion molecule (“EpCAM”), and CX-801, an investigational, masked version of interferon alpha-2b (“IFNα2b”).

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

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

CX-2051, a conditionally activated, PROBODY ADC, targets EpCAM.

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

The CX-2051 payload, a 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 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 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.

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 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.

We are a clinical-stage, oncology-focused biopharmaceutical company dedicated to developing innovative therapies to address major unmet need in oncology.

We have led the field of conditionally activated, masked biologics through the development of our PROBODY technology platform.

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

Our experience and leadership with the PROBODY platform for over 15 years has led to a highly focused strategy for the application of our technology in product development that has resulted in a current pipeline of novel clinical-stage and pre-clinical stage programs.

In identifying and designing potential PROBODY therapeutics, we evaluate the following:

Drug targets that have been validated previously as having clinical anti-tumor activity, but have been limited in their utility due to expression and toxicity in healthy tissues.

• Indication:

The significance of the clinical unmet need that may be addressed if the target could be targeted systemically and unlocked through masking.

• Effector Mechanism:

The PROBODY platform is highly versatile and is being applied to a wide range of modalities including antibody-drug conjugates (“ADCs”), T-cell engagers (“TCEs”), and cytokines.

In PROBODY therapeutic design, the goal is to align the selected indication with the most validated drug modality (e.g.

ADC, TCE) and cancer cell killing mechanism (e.g.

cytotoxic payload) to maximize the potential for clinical activity.

Our two current clinical programs, varsetatug masetecan (“Varseta-M”) and CX-801 are in Phase 1 clinical development and are examples of our focused program development strategy.

We aim to continue to advance our clinical pipeline towards later stage development and ultimately build a commercial enterprise to maximize our impact on the treatment of cancer.

Varsetatug Masetecan (Varseta-M)

Our most advanced clinical-stage program is Varseta-M, an investigational, conditionally activated antibody-drug conjugate (“ADC”) targeting epithelial cell adhesion molecule (“EpCAM”).

Varseta-M is initially focused on the lead indication of colorectal cancer (“CRC”).

Varseta-M is designed to bring the promise of ADCs, which have made a meaningful clinical difference in other solid tumors such as lung and breast cancer, to CRC by leveraging EpCAM as a potentially ideal CRC antigen to target this disease.

Varseta-M is a high affinity EpCAM antibody that is designed to preferentially bind EpCAM in the tumor microenvironment and minimize toxicities in healthy tissues, which have limited prior attempts in the field to target EpCAM systemically.

Varseta-M is armed with a topoisomerase-1 inhibitor payload.

Topoisomerase-1 inhibitors are known to have clinical activity in CRC, including irinotecan chemotherapy which is a standard component of the approved standard of care in CRC.

EpCAM is a high potential oncology target based on its documented high expression in many solid tumors, including CRC where it was first discovered due to its very high and uniform expression.

Historically, previous efforts across the drug development landscape to target this antigen systemically have been limited by dose-limiting toxicities.

For example, high affinity EpCAM antibodies were limited by pancreatitis and liver toxicities and discontinued.

However, EpCAM has been validated as a cancer target, including by the drug KORJUNY ® , which is approved for the treatment of malignant ascites in Europe.

KORJUNY ® , however, must be given directly into the peritoneum due to systemic toxicity, but its approval provides evidence that local delivery of an EpCAM therapeutic to the tumor can be effective.

The Varseta-M payload is a topoisomerase-1 inhibitor licensed from AbbVie (formerly ImmunoGen), tailored to have anti-tumor activity against EpCAM-expressing cancer types.

The payload-antibody linker is specifically designed to drive bystander killing of neighboring tumor cells, contributing to robust anti-tumor activity.

Overall, the design of Varseta-M seeks to establish, for the first time, a clinically meaningful therapeutic window for the systemic treatment of patients with EpCAM-expressing cancers.

Varseta-M is designed to potentially address a broad range of EpCAM-expressing tumors, but is initially focused in CRC which is one of the largest unmet needs in oncology with over 1.9 million cases diagnosed annually around the world.

It is also a disease that is expected to grow and estimated that there will be over 3 million cases globally by 2040.

CRC is the second leading cause of cancer death worldwide and has a 5 year survival rate in the metastatic setting of only 13%.

CRC is also the leading cause of cancer death in the U.S.

for patients under the age of 50 and has been growing in incidence in younger patients over the last 3 decades.

Varseta-M clinical development is initially being focused on late-line metastatic CRC where there is significant unmet need and treatment options are highly inadequate.

In third line or later metastatic CRC, patients have typically progressed through multiple chemotherapy-based regimens.

Later stage treatment is limited to therapies that provide single digit percentage response rates, median progression free survival of 2 to 5.6 months and overall survival outcomes ranging from approximately 6 to 11 months.

It is estimated that there are more than 35,000 patients in the U.S.

with 3 rd line or later metastatic CRC, with the number expected to grow over the next decade.

While Varseta-M is initially being developed in late-line metastatic CRC, the program was developed with the vision to help a broad population of metastatic CRC patients, including those in the first- and second-line settings.

Given Varseta-M’s mechanism of action, our longer-term development vision is to make Varseta-M a core component of the CRC treatment landscape in earlier lines of therapy, consistent with the development strategy that has been employed for other solid tumor ADCs.

We plan to pursue combination strategies to progress this vision to move Varseta-M to earlier lines of therapy and initiated a Phase 1 combination study with bevacizumab in the first quarter of 2026.

Additionally, given the broad solid tumor expression profile of EpCAM, Varseta-M has the potential to be an innovative new treatment option in a wide range of solid tumors.

High expression of EpCAM has been documented in other tumors such as gastric, gastroesophageal, pancreatic, ovarian, endometrial, non-small cell lung and triple negative breast cancers.

We plan to potentially initiate development in indications outside of CRC in the second half of 2026, with the ultimate vision to develop Varseta-M as a pan-tumor therapy.

Varsetatug Masetecan Development

The investigational new drug application (“IND”) for Varseta-M was allowed to proceed by the FDA in January 2024, and a Phase 1 clinical trial in patients with EpCAM-expressing solid tumors, with an initial focus on metastatic CRC, commenced in April 2024.

No pre-screening of CRC patients by EpCAM expression has been conducted due to the anticipated high and uniform EpCAM expression in CRC.

As of May 2025, the Phase 1 study had reached the seventh dose escalation level and had enrolled only mCRC patients.

In May 2025, we announced positive interim Phase 1 data as of an April 7, 2025 data cutoff in advanced metastatic CRC.

The data encompassed results from 25 CRC patients treated with Varseta-M 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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As of the data cutoff, 25 patients were evaluable for safety.

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

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

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

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

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.

On August 13, 2025, we 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.

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.

We 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.

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 Q3W and are currently ongoing.

Varsetatug Masetecan March 2026 Interim Data Update from Phase 1 Dose Expansions

In March 2026, we announced positive interim results from the ongoing Phase 1 dose expansions as of a January 16, 2026 data cutoff date.

As of the data cutoff, a total of 93 patients with late-line metastatic CRC had been enrolled in the study.

60 patients were enrolled across the Phase 1 expansion dose range of 7.2 mg/kg, 8.6 mg/kg, and 10 mg/kg of which 56 were efficacy evaluable as of the data cutoff.

Starting in October 2025, the expansion doses of 8.6 mg/kg and 10 mg/kg were prioritized for dose optimization utilizing optimized adverse event management guidelines and adjusted ideal body weight (AIBW) dosing.

20 patients had been enrolled in expanded dose optimization as of the January 16 th data cutoff towards an enrollment goal of 40 patients.

Patients enrolled in the study had previously received a median of 3 prior lines of therapy in the metastatic setting and 96% of patients had previously been treated with irinotecan.

76% of patients had liver metastases and 71% had KRAS mutations.

Patients were not preselected based on EpCAM expression levels.

All patients with evaluable tumor biopsies had high EpCAM levels as measured by immunohistochemistry.

As of the data cutoff, 56 patients were efficacy-evaluable at the expansion doses of 7.2 mg/kg, 8.6 mg/kg, and 10 mg/kg Q3W.

Median duration of follow-up across the efficacy-evaluable patient population was approximately 8 months.

Efficacy data across the Phase 1 Expansion doses are summarized below in Table 1.

Varseta-M Efficacy Summary by Phase 1 Expansion Dose

Confirmed Overall Response Rate (cORR)

Median Progression Free Survival (PFS)

Disease Control Rate (DCR)

At the 8.6 mg/kg dose, the confirmed response rate was 20% with an estimated median PFS of 6.8 months and at the 10 mg/kg dose, the confirmed response rate was 32% with an estimated median PFS of 7.1 months.

The disease control rate was 88% (49/56) across the expansion doses of 7.2 – 10 mg/kg.

The doses of 8.6 mg/kg and 10 mg/kg have been prioritized for further evaluation with the goal of selecting a dose or doses for a registrational study.

Dose optimization at 8.6 mg/kg and 10 mg/kg utilizing AIBW dosing and updated prophylaxis for adverse event management is ongoing.

At the doses of 11 mg/kg Q3W and 12 mg/kg Q3W, which were not expanded for further evaluation, the overall response rate was 30% (3/10).

As of the data cutoff, 93 patients were evaluable for safety including 80 patients across the expansion dose range of 7.2 mg/kg to 10 mg/kg.

Varseta-M’s safety profile was generally consistent with data presented in Phase 1 dose escalation.

Most TRAEs were Grade 1 or Grade 2 in severity.

No interstitial lung disease, febrile neutropenia or pancreatitis were observed.

The most common TRAE was diarrhea which was generally manageable and reversible.

In Phase 1 dose expansions starting in Q2 2025, prophylactic strategies for diarrhea management were investigated.

In dose optimization starting in Q4 2025, an updated prophylaxis regimen of anti-motility medication (loperamide or diphenoxylate/atropine) plus budesonide was implemented.

2 In the 20 patients receiving the updated prophylactic regimen at the Varseta-M expansion doses of 8.6 mg/kg and 10 mg/kg, Grade 3 diarrhea was 10%.

Overall, as of the January 16, 2026 data cutoff, in the 80 patients treated at expansion and optimization doses ranging between 7.2 mg/kg to 10 mg/kg, the most common TRAEs were diarrhea (68 pts, 19 Gr 3), nausea (44 pts, 4 Gr 3), vomiting (29 pts, 3 Gr 3), fatigue (32 pts, 2 Gr 3), hypokalemia (21 pts, 13 Gr 3+), and anemia (13 pts, 6 Gr 3).

Serious treatment related adverse events (SAEs) in > 1 patient included diarrhea (4), vomiting (3), hypokalemia (3), dehydration (3), acute kidney injury (2), and colitis (2).

As previously reported on August 13, 2025, there was one treatment-related grade 5 acute kidney injury (AKI) in a patient treated at the 7.2 mg/kg dose.

The patient had a complex medical history including having a solitary kidney, and the AKI was determined to be secondary to Grade 3 nausea and Grade 2 diarrhea.

No other Grade 5 TRAEs have been reported as of the January 16 th 2026 data cutoff.

1 96% of patients with an evaluable biopsy had an H score by immunohistochemistry above 250 and all patients had H scores above 200.

2 Budesonide is a corticosteroid locally absorbed in the gastrointestinal (GI) tract.

3 8.6 mg/kg and 10 mg/kg dosed utilizing adjusted ideal body weight (AIBW).

4 Based on March 2, 2026 data snapshot .

At the 11 mg/kg and 12 mg/kg doses, there were no dose limiting toxicities in dose escalation.

The most common TRAEs across the patients in the 11 mg/kg dose (n=8) and 12 mg/kg dose (n=3) were diarrhea (9 pts, 6 GR 3), nausea, (8 pts, 0 Gr 3), and vomiting (8 pts, 1 Gr 3).

Patients treated at the 11 and 12 mg/kg doses did not receive the optimized prophylactic regimen or adjusted ideal body weight dosing.

Varsetatug Masetecan Development Status

As of April 2026, enrollment into Varseta-M Dose Optimization cohorts is complete, having reached the goal of 40 total patients across the 8.6 mg/kg Q3W and 10 mg/kg Q3W doses.

Additional Phase 1 Varseta-M data, including data from ongoing dose optimization, is anticipated to be presented at a medical meeting in the second half of 2026.

This update is expected to support monotherapy dose selection and a potential registrational trial design in late line CRC.

FDA interactions are also planned in 2026 with the goal of aligning on potential first registrational study for Varseta-M monotherapy in advanced CRC to start in the first half of 2027.

A Phase 1 Varseta-M combination study with bevacizumab in CRC has commenced with an initial focus on determining combination dose(s) for later phase development, including in earlier lines of therapy.

Varseta-M doses to be assessed in combination with bevacizumab will include Q2W and Q4W schedules to align with the approved bevacizumab CRC dose of 5 mg/kg Q2W.

Initial clinical data are anticipated by the first half of 2027.

Phase 1/2 combination study including Varseta-M administered with bevacizumab, 5-fluorouracil, and leucovorin is planned to start in the second half of 2026.

Initiation of initial Phase 1 expansion cohort(s) in non-CRC indications is planned for the second half of 2026.

In addition to Varseta-M, our pipeline includes CX-801, an investigational, masked version of interferon alpha-2b (“IFNα2b”), currently in a Phase 1 clinical trial.

CX-801 leverages a similarly focused application of the PROBODY technology platform in that it leverages a well validated and high potential mechanism that has been limited by systemic toxicity.

Interferon-alpha was one of the first immunotherapies approved, but has fallen out of broad use because of poor tolerability.

Like EpCAM, IFNα2b has also been validated as a localized therapy, including the approved therapy ADSTILADRIN ® for bladder cancer, which is a gene therapy encoding the protein IFNα2b that is administered directly into the bladder as a single agent, providing evidence that localized IFNα2b can be a powerful and effective therapy.

IFNα2b is also an attractive cytokine in that it is a potent and multi-faceted modulator of the immune system that also has direct anti-tumor cell killing effects, providing a potentially superior approach to activating anti-tumor immune responses compared with other cytokines such as IL-2, IL-12 or IL-15.

We have applied our significant masking and protein engineering expertise to the design of CX-801, which is a dually-masked, conditionally activated version of IFNα2b that is designed to be inactive in the periphery.

The dual masks on CX-801 include a peptide mask on the cytokine domain designed to limit binding in normal tissues as well as a steric Fc mask designed to further mitigate systemic activity as well as extend CX-801’s half-life.

For CX-801, we have also employed a focused initial development strategy in Phase 1, centered on the treatment of late-line melanoma where patient options are limited once they have typically progressed through earlier line checkpoint-based therapies.

With CX-801, our initial focus is to treat patients with CX-801 in the late-line setting to potentially re-activate the immune system and improve patient outcomes in combination with PD-1 inhibition.

Our ultimate vision for CX-801 is to potentially become a cornerstone of combination immunotherapy for a wide range of tumor types, including cancers beyond melanoma.

CX-801 Development

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

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

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

In the second quarter of 2024, we 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.

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

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.

In May 2025, Phase 1 dose escalation enrollment of CX-801 in combination with KEYTRUDA ® (pembrolizumab) in advanced melanoma was initiated and is currently enrolling at the third dose level.

Phase 1 CX-801 monotherapy translational data in melanoma patients was presented at the Society of Immunotherapy of Cancer (“SITC”) 2025 Annual Meeting in November 2025, providing evidence that the CX-801 mechanism of action was working as designed.

As of the November 8, 2025 SITC presentation, CX-801 had been generally well tolerated and the translational data presented suggest consistently increased expression of interferon-stimulated genes in paired tumor biopsies.

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 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.

Pharmacokinetics (“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 by the end of 2026.

Preclinical PROBODY Program and Platform

In addition to our clinical program focus on PROBODY ADCs such as Varseta-M and PROBODY cytokines such as 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 Regeneron and maintain significant research expertise.

For example, at SITC 2025, we presented preclinical data for CX-908, a dually-masked PROBODY TCE 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 view masking as a key strategy to widen a therapeutic window for TCEs 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.

As of March 31, 2026 and December 31, 2025, we had an accumulated deficit of $730.2 million and $711.9 million, respectively.

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

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

Restructuring

On January 6, 2025, we announced a restructuring plan (the “2025 Restructuring Plan”) to streamline our organization and prioritize CX-2051, CX-801 and our activities to support our research collaborations.

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

We recorded total restructuring charges of approximately $2.8 million, primarily related to one-time severance payments and other employee-related costs.

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, 2025.

There have been no material changes to our critical accounting policies and estimates for the three months ended September 30, 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 March 31, 2026.

Components of Results of Operations

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

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

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

Research and Development Expenses

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

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

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

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Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Bristol Myers Squibb

Total revenue

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;

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:

The decrease in revenue of $40.7 million for the three months ended March 31, 2026, compared to the corresponding period of 2025 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 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.

• The recognition of all remaining deferred revenue under the Amgen Agreement resulting from Amgen terminating its license to the EGFR Products effective May 2025;

• A decrease in revenue under the Astellas Agreement primarily driven by a $5.0 million preclinical milestone payment and higher research activities in the first quarter of 2025 compared to the corresponding period of 2026, partially offset by a $7.1 million accelerated recognition of its deferred revenue due to Astellas' notice of termination of the Astellas Agreement in the first quarter of 2026.

The completion of our performance obligation under the Astellas Agreement is expected by the second quarter of 2026;

• The continued primary focus on the lead preclinical program in 2026 under the Regeneron Agreement;

• The continued pause of the programs under the Moderna Agreement, driven by Moderna's budget considerations.

The remaining research and development activities are pending Moderna's budget considerations.

Operating Costs and Expenses

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Three Months Ended

Nine Months Ended

September 30,

(in thousands)

External costs incurred by product candidate (target):

CX-904 (EGFRxCD3)

CX-2051 (EpCAM)

Varseta-M (EpCAM)

CX-801 (IFNα2b)

Other programs

CX-904 (EGFRxCD3)

Other wholly owned and partnered programs

General research and development expenses

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Total research and development expenses

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.

Research and development expenses increased by $0.4 million for the three months ended March 31, 2026, compared to the corresponding period of 2025 primarily due to a $3.5 million increase in external costs for Varseta-M manufacturing and clinical activities, partially offset by a $2.3 million decrease in internal costs reflecting the absence of $1.7 million of restructuring expenses incurred in the first quarter of

We expect program development expenses in future quarters to be primarily focused on Varseta-M with expected continued growth in Varseta-M development spend.

General and Administrative Expenses

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

General and administrative

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 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.

The total restructuring cost is expected to be approximately $2.8 million.

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

General and administrative expenses increased by $1.3 million for the three months ended March 31, 2026, compared to the corresponding period of 2025, primarily driven by increased consulting expenses and stock based compensation expenses in the first quarter of 2026, partially offset by $1.1 million of restructuring expenses incurred in the first quarter of 2025.

Interest Income and Other Income (Expense), Net

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Interest income

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Total interest income and other expense

Interest income decreased by $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

Nine Months Ended

(in thousands)

Provision for income taxes

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.

Interest income increased by $0.5 million during the three months ended March 31, 2026 compared to the corresponding period of 2025.

The increase was primarily driven by the increase in cash and cash equivalents and short-term investments position in the first quarter of 2026 as a result of the underwritten public offering in March 2026.

Liquidity and Capital Resources

Sources of Liquidity

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.

As of March 31, 2026, we had cash, cash equivalents and short-term investments of $346.7 million and an accumulated deficit of $730.2 million, compared to cash, cash equivalents and short-term investments of $137.1 million and an accumulated deficit of $711.9 million as of December 31, 2025.

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.

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;

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

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

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

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

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

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

In 2024, we sold 3,925,202 shares at a weighted average price of $1.82 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.

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.

In March 2026, we completed an underwritten public offering of 45,990,567 shares of common stock at an offering price of $5.30 per share and pre-funded warrants to purchase 1,179,245 shares of common stock (the “Pre-Funded Warrants”) at a price of $5.29999 per Pre-Funded Warrant and received the aggregate net proceeds of approximately $234.2 million, after deducting underwriting discounts and commissions of $15.0 million and offering expenses of $0.8 million.

We also have an at-the-market offering program (“ATM Program”) pursuant to a sales agreement with Jefferies, LLC (as amended on March 4, 2022 and August 9, 2024, the “Sales Agreement”).

In 2025, we sold 4,872,861 shares at a weighted average price of $3.44 per share under our ATM offering for net proceeds of approximately $16.3 million after deducting sales commissions and related issuance costs.

As of March 31, 2026, we had an aggregate of $39.4 million remaining for issuance under our ATM Program.

Based upon our current operating plan and liquidity requirements, we expect our existing capital resources will be sufficient to fund operations into at least the second half of 2028.

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.

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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.

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

clinical development, the initiating of clinical trials for additional product candidates, the identification of more promising product candidates in our research efforts or unexpected operating costs and expenditures.

We will need to raise additional capital to fund our operations 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:

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

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Net cash provided by financing activities

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

Net increase in cash, cash equivalents and restricted cash

Cash Flows from Operating Activities

During the nine months ended September 30, 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.

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

• a net decrease of $66.1 million in deferred revenue resulting from the continued recognition of deferred revenue from existing customers;

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

• a decrease of $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 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.

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

• a net decrease of $82.7 million in deferred revenue resulting from the continued recognition of deferred revenue from existing customers;

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

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

Net cash used in operating activities of $25.5 million and $21.0 million for the three months ended March 31, 2026 and 2025, respectively, was largely due to ongoing research and development activities and general and administrative expenses to support those activities.

Net loss for the three months ended March 31, 2026 and net income for the three months ended March 31, 2025 included, among other items, non-cash charges of stock-based compensation, non-cash lease expense, depreciation and amortization, partially offset by net accretion of discounts on short-term investments.

Cash Flows from Investing Activities

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.

During the three months ended March 31, 2026, net cash used in investing activities was $192.8 million, primarily due to increased purchases of short-term investments following the funds received from our equity via the underwritten public offering in March 2026.

These purchases were partially offset by proceeds from the maturities of marketable securities.

During the three months ended March 31, 2025, net cash provided by investing activities was $30.6 million, primarily due to proceeds from the maturities of short-term investments, partially offset by purchases of short-term investments.

Cash Flows from Financing Activities

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.

During the three months ended March 31, 2026, net cash provided by financing activities of $234.5 million was primarily due to net proceeds from equity issuance via the underwritten public offering in March 2026.

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

Contractual Obligations

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

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

During the three months ended March 31, 2026, 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, 2025.

Quantitative and Qualitat ive Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business.

These risks primarily relate to interest rate fluctuations.

We had cash, cash equivalents and short-term investments of $346.7 million and $137.1 million as of March 31, 2026 and December 31, 2025, respectively, which consist of bank deposits, money market funds and U.S.

Treasury securities.

Such interest-bearing instruments carry a degree of interest rate risk;

however, historical fluctuations of interest income have not been significant for us.

We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate exposure.

We have not historically been exposed to material risks due to changes in interest rates.

Based on our investment positions as of March 31, 2026, a hypothetical 100 basis point change in interest rates would not have a material effect on the fair value of the portfolio.

We are also exposed to foreign currency exchange risk related to foreign currency-based expenses.

To date, foreign currency transaction gains and losses have not been material to our financial statements.

We do not currently hedge our foreign currency exposure.

Controls and Proc edures

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”) refers to controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its Principal Executive and Principal Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) refers to controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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

Our management, with the participation of our Principal Executive and Principal Financial Officers, has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 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 September 30, 2025.

Changes in Internal Controls Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026, the end of the period covered by this Quarterly Report on Form 10-Q.

Based on their evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.

Changes in 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 March 31, 2026 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