Other Information.
−Removed: The information set forth below is included for the purpose of providing disclosure under “Item 1.01 - Entry into a Material Definitive Agreement,” of Form 8-K.
−Removed: On November 3, 2025, we entered into an Office/Laboratory Lease (the “Emery Lease” or the "Lease") with Emery Station West, LLC (the “Landlord”).
−Removed: The Emery Lease provides for an initial term of thirty-nine (39) calendar months, commencing on October 1, 2026 and expiring on December 31, 2029 (the “Term”), unless earlier terminated pursuant to its terms.
−Removed: In October 2026, the facility will begin serving as our relocated headquarters and primary office, research and laboratory space.
−Removed: The Lease provides for an initial monthly base rent of approximately $151,232.00 (the “Base Rent”).
−Removed: The Base Rent under the Lease is abated for the first three (3) months of the Term and thereafter increases on a scheduled basis through the end of the Term.
−Removed: In addition to the Base Rent, we will also be responsible for our proportionate share of the building’s operating expenses, including taxes, insurance and maintenance costs, in accordance with the terms of the Lease.
−Removed: In connection with the Lease, we will deliver to the Landlord a letter of credit as a security deposit, subject to reduction as set forth in the Lease.
−Removed: We also hold certain rights under the Lease, including a continuous right of first refusal to lease any space located on the fourth floor of the building.
−Removed: The foregoing description of the Emery Lease does not purport to be complete and is qualified in its entirety by reference to the full text of the Emery Lease, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
+Added: Trading Arrangement
+Added: On March 27, 2026 , Sean McCarthy , our Chief Executive Officer and Chairman , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 200,000 shares of the Company’s common stock between January 4, 2027 and June 30, 2027.
+Added: The plan will expire on June 30, 2027 .
+Added: In connection with our underwritten public offering in March 2026, Mr.
+Added: McCarthy entered into a lock-up agreement pursuant to which he agreed, among other things, not to sell or transfer any securities for the period ending 45 days following the offering, subject to certain exceptions.
+Added: No sales will be made pursuant to such plan during the lock-up period.
Incorporated by Reference
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Amended and Restated Bylaws of CytomX Therapeutics, Inc., effective March 20, 2024.
−Removed: Reference is made to Exhibits 3.1 through 3.2.
+Added: Reference is made to Exhibits 3.1 and 3.2.
Specimen Common Stock Certificate
−Removed: Amendment No.
−Removed: 2 to the Collaboration and License Agreement effective as of October 1, 2025 by and between CytomX Therapeutics, Inc.
−Removed: and Regeneron Pharmaceuticals, Inc.
−Removed: Office/Laboratory Lease, dated November 3, 2025, by and between CytomX Therapeutics, Inc.
−Removed: and Emery Station West, LLC.
−Removed: Certification of Chief Executive Principal required by Rule 13a-14(a) or Rule 15d-14(a).
−Removed: Certification of Chief Financial Principal required by Rule 13a-14(a) or Rule 15d-14(a).
+Added: Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
+Added: Corporate Securities Trading Policy.
+Added: Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
+Added: Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.
7 unchanged sentences
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
−Removed: + Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item (601)(b)(10) of Regulation S-K.
* The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and are not to be incorporated by reference into any filing of CytomX Therapeutics, Inc.
2 unchanged sentences
CytomX Therapeutics, Inc.
−Removed: November 6, 2025
Chief Executive Officer and Chairman
(Principal Executive Officer)
−Removed: November 6, 2025
/s/ Christopher W.
3 unchanged sentences
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.