CTMX 10-K Annual Report Dec. 31, 2021 | Alphaminr
CytomX Therapeutics, Inc.

CTMX 10-K Fiscal year ended Dec. 31, 2021

CYTOMX THERAPEUTICS, INC.
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CIK: 1501989
Filing Type: 10-K/A
Report Date: 2021-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1501989/000095017023009984/ctmx-20211231.htm
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TABLE OF CONTENTS
Part IItem 1. BusinessPart II Other InformationItem 1A. Risk FactorsItem 1A. RiItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 3. LegalItem 4. Mine Safety DisclosuresItem 4. Mine SafPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis OfItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and QualitatItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. Directors, Executive OfItem 11. Executive CompensationItem 11. ExecutiItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Security Ownership Of Certain Beneficial OwItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 13. Certain Relationships and RelateItem 14. Principal Accountant Fees and ServicesItem 14. Principal AccouPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k SummaryItem 16. Form

Exhibits

1.1 Open Market Sale Agreement, dated as of February 27, 2020, by and between CytomX Therapeutics, Inc. and Jefferies LLC. 10-K 2/27/2020 1.1 3.1(a) Amended and Restated Certificate of Incorporation. 8-K 10/19/2015 3.1 3.1(b) Certificate of Amendment to Amended and Restated Certificate of Incorporation of CytomX Therapeutics, Inc. 8-K 6/23/2020 3.1 3.2 Amended and Restated Bylaws. 8-K 10/19/2015 3.2 4.2 Specimen Common Stock Certificate. S-1/A 9/28/2015 4.1 4.3 Registration Rights Agreement dated as of September 29, 2017 by and between CytomX Therapeutics, Inc. and Amgen, Inc. 10-Q 11/7/2017 4.4 4.4 Description of Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10-Q 8/6/2020 4.4 10.1(a)# 2010 Stock Incentive Plan adopted on September 21, 2010 (2010 Plan). S-1 8/28/2015 10.3 10.1(b)# Form of Stock Option Agreement under the 2010 Plan. S-1 8/28/2015 10.4 10.2(a)# 2011 Stock Incentive Plan, adopted on February 7, 2012, as amended (2011 Plan). S-1 8/28/2015 10.1 10.2(b)# Form of Restricted Stock Award Agreement and Option Exercise Agreement under the 2011 Plan. S-1 8/28/2015 10.2 10.3(a)# 2015 Equity Incentive Plan (2015 Plan). S-1/A 10/6/2015 10.5 10.3(b)# Form of 2015 Plan Option Agreement under the 2015 Plan. 10-Q 11/23/2015 10.4 10.3(c)# Form of 2015 Plan Early Exercise Option Agreement 10-Q 11/23/2015 10.5 10.3(d)# Form of 2015 Plan Restricted Share Unit Award Grant Notice and Agreement 10.4(a)# 2019 Employment Inducement Incentive Plan adopted on September 18, 2019 (2019 Plan). 10-Q 11/7/2019 10.1 10.4(b)# Form of Stock Option Agreement under the 2019 Plan. 10-Q 11/7/2019 10.2 10.5# 2015 CytomX Therapeutics, Inc. Employee Stock Purchase Plan. S-1/A 9/28/2015 10.6 10.6# Form of Indemnification Agreement by and between CytomX Therapeutics, Inc. and each of its directors and each of its executive officers. S-1 8/28/2015 10.16 10.7# Employment Offer Letter Agreement between CytomX Therapeutics, Inc. and Sean A. McCarthy, D. Phil, dated as of December 15, 2010. S-1 8/28/2015 10.7 10.8# Employment Offer Letter Agreement between CytomX Therapeutics, Inc. and Amy C. Peterson, M.D. dated as of September 23, 2019. 10-Q 11/7/2019 10.5 10.9 Employment Offer Letter Agreement between CytomX Therapeutics, Inc. and Carlos Campoy dated as of March 9, 2020. 10-Q 5/7/2020 10.3 10.10# Amended and Restated Severance and Change of Control Agreement dated February 27, 2019, by and between CytomX Therapeutics, Inc. and Sean McCarthy. D. Phil. 10-Q 5/9/2019 10.1 10.11# Amended and Restated Severance and Change of Control Agreement effective as of October 14, 2019, by and between CytomX Therapeutics, Inc. and Amy C. Peterson, M.D. 10-Q 11/7/2019 10.6 10.12# Amended and Restated Severance and Change of Control Agreement dated March 25, 2019, by and between CytomX Therapeutics, Inc. and Lloyd Rowland. 10-Q 5/9/2019 10.2 10.13 Severance and Change of Control Agreement effective as of February 3, 2020, by and between CytomX Therapeutics, Inc. and Alison Hannah, M.D. 10-K 2/27/2020 10.32 10.14# Severance and Change of Control Agreement dated March 23, 2020, by and between CytomX Therapeutics, Inc. and Carlos Campoy. 10-Q 5/7/2020 10.1 10.15 Lease dated as of December 10, 2015, by and between CytomX Therapeutics, Inc. and HCP Oyster Point III LLC. 8-K 12/16/2015 10.1 10.16(a) Exclusive License Agreement dated as of August 19, 2010, by and between The Regents of the University of California and CytomX Therapeutics, Inc., as amended by Amendment No. 1 to Exclusive Agreement effective as of May 30, 2013 and Amendment No. 2 to Exclusive Agreement effective as of November 8, 2013. S-1/A 9/18/2015 10.21 10.16(b) Amendment No.3 to Exclusive License Agreement effective as of April 2, 2019, by and between CytomX Therapeutics, Inc. and The Regents of the University of California. 10-Q 5/9/2019 10.6 10.17 Research Collaboration, Option and License Agreement dated as of May 30, 2013, by and between CytomX Therapeutics, Inc. and Pfizer, Inc. 10-Q 11/5/2020 10.1 10.18(a) Collaboration and License Agreement dated as of May 23, 2014, by and between CytomX Therapeutics, Inc. and Bristol Myers Squibb Company. 10Q 11/5/2020 10.2 10.18(b) Amendment to Extend Collaboration and License Agreement, dated March 17, 2017, by and between the Company and Bristol Myers Squibb. 10-Q 5/5/2017 10.1 10.18(c) Amendment No 2 to Collaboration and License Agreement, as amended, dated March 17, 2017, by and between the Company and Bristol Myers Squibb, effective as of February 22, 2021. 10-Q 5/6/2021 10.2 10.19(a) Co-Development and License Agreement, dated April 21, 2016, by and between CytomX Therapeutics, Inc. and AbbVie Ireland Unlimited Company. 10-Q 8/3/2016 10.1 10.19(b) First Amendment to the CD71 Co-Development and License Agreement by and between CytomX Therapeutics, Inc. and AbbVie Ireland Unlimited Company, dated as of October 5, 2016. 10-Q 11/6/2018 10.1 10.19(c) Second Amendment to the CD71 Co-Development and License Agreement by and between CytomX Therapeutics, Inc. and AbbVie Ireland Unlimited Company, effective as of March 31, 2017. 10-Q 11/6/2018 10.2 10.19(d) Third Amendment to the CD71 Co-Development and License Agreement by and between CytomX Therapeutics, Inc. and AbbVie Ireland Unlimited Company, effective as of January 3, 2018. 10-Q 11/6/2018 10.3 10.19(e) Amended and Restated Discovery Collaboration and License Agreement, dated as of June 28, 2019, by and between CytomX Therapeutics, Inc., and AbbVie Ireland Unlimited Company. 10-Q 8/7/2019 10.1 10.20(a) Collaboration and License Agreement by and between CytomX Therapeutics, Inc. and Amgen, Inc. dated as of September 29, 2017. 10-Q 11/7/2017 10.1 10.20(b) Amendment No. 1 to the Collaboration and License Agreement, dated as of September 29, 2020, by and between CytomX Therapeutics, Inc. and Amgen, Inc. 10-Q 11/5/2020 10.3 10.20(c) Amendment No. 2 to the Collaboration and License Agreement, dated as of October 27, 2021, by and between CytomX Therapeutics, Inc. and Amgen, Inc. 10.21 Collaboration and License Agreement dated as of March 23, 2020, by and between CytomX Therapeutics, Inc. and Astellas Pharma Inc. 10-Q 5/7/2020 10.4 10.22(a) Research Collaboration Agreement dated as of January 8, 2014, by and between ImmunoGen, Inc. and CytomX Therapeutics, Inc., as amended by the First Amendment to Research Collaboration Agreement effective as of April 3, 2015. S-1/A 10/2/2015 10.17 10.22(b) Second Amendment to the Research Collaboration Agreement by and between CytomX Therapeutics, Inc. and ImmunoGen Inc., dated as of February 12, 2016. 10-Q 11/6/2018 10.5 10.22(c) Third Amendment to the Research Collaboration Agreement by and between CytomX Therapeutics, Inc. and ImmunoGen Inc., dated as of March 3, 2017. 10-Q 11/6/2018 10.6 10.23 License Agreement by and between CytomX Therapeutics, Inc. and ImmunoGen Inc., dated as of February 12, 2016. 10-Q 11/6/2018 10.4 10.24# Consulting Agreement effective as of December 14, 2020, by and between CytomX Therapeutics, Inc and Dr. W. Michael Kavanaugh. 10-K 2/24/2021 10.24 10.25# Retirement Agreement by and between CytomX Therapeutics, Inc and Dr. W. Michael Kavanaugh, dated as of December 1, 2020. 10-K 2/24/2021 10.25 10.26# Consulting Agreement, effective as of April 1, 2021, by and between CytomX Therapeutics, Inc. and Dr. Charles Fuchs. 10-Q 5/6/2021 10.3 23.1 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.