Item 5. Other Information
Item 5. Other Information.
Trading Arrangement
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. The plan will expire on June 30, 2027 .
In connection with our underwritten public offering in March 2026, Mr. 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. No sales will be made pursuant to such plan during the lock-up period.
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Item 6. Exhibits
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Date
Number
Filed
Herewith
3.1
Amended and Restated Certificate of Incorporation.
8-K
5/17/2024
3.1
3.2
Amended and Restated Bylaws of CytomX Therapeutics, Inc., effective March 20, 2024.
8-K
3/22/2024
3.1
4.1
Reference is made to Exhibits 3.1 and 3.2.
4.2
Specimen Common Stock Certificate
S-1/A
9/28/2015
4.1
4.3
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
X
19.1
Corporate Securities Trading Policy.
X
31.1
Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
X
31.2
Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
X
32.1*
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. §1350).
X
32.2*
Certification of Chief Financial 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. §1350).
X
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
X
* 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. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
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SIGNA TURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CytomX Therapeutics, Inc.
Date: May 7, 2026
By:
/s/ Sean A. McCarthy
Sean A. McCarthy, D. Phil.
Chief Executive Officer and Chairman
(Principal Executive Officer)
Date: May 7, 2026
By:
/s/ Christopher W. Ogden
Christopher W. Ogden
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
75
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.