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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _ to _

Commission File Number 001-37587

CytomX Therapeutics, Inc.

(Exact name of Registrant as Specified in its Charter)


Delaware		27-3521219
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
151 Oyster Point Blvd., Suite 400 South San Francisco, CA (Address of principal executive offices)		94080 (zip code)

(650) 515-3185

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

__________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	CTMX	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2025, the registrant had 164,912,906 shares of common stock, $0.00001 par value per share, outstanding.

CYTOMX THERAPEUTICS, INC.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025

TABLE OF CONTENTS


	PART I – FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements (Unaudited)	5
	Condensed Balance Sheets	5
	Condensed Statements of Operations and Comprehensive Income	6
	Condensed Statements of Stockholders’ Equity (Deficit)	7
	Condensed Statements of Cash Flows	8
	Notes to Condensed Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4	Controls and Procedures	30

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	72
Item 3.	Defaults Upon Senior Securities	72
Item 4.	Mine Safety Disclosures	72
Item 5.	Other Information	73
Item 6.	Exhibits	74
Signatures		75

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements that involve risks and uncertainties. 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 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. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including those factors identified in “Risk Factors” or “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or the following:

•

our expectations regarding the potential benefits, activity, effectiveness and safety of our product candidates and therapeutics developed utilizing our PROBODY® conditionally activated platform technology;

•

the initiation, timing, progress and results of our ongoing clinical trials, research and development programs, preclinical studies, and Investigational New Drug Application (“IND”), Clinical Trial Application, New Drug Application (“NDA”), Biologics License Application (“BLA”), and other regulatory submissions;

•

the timing of the completion of our ongoing clinical trials and the timing and availability of clinical data from such clinical trials;

•

our ability to identify and develop additional product candidates;

•

our dependence on collaborators for developing, obtaining regulatory approval for and commercializing product candidates in the collaboration;

•

our or a collaborator’s ability to obtain and maintain regulatory approval of any of our product candidates;

•

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;

•

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

•

the commercialization of any approved product candidates;

•

our ability to establish and maintain collaborations and retain commercial rights for our product candidates in such collaborations;

•

the implementation of our business model and strategic plans for our business, technologies and product candidates;

•

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

•

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;

•

our reliance on third parties to conduct our preclinical studies or any future clinical trials;

•

our reliance on third-party supply and manufacturing partners to supply the materials and components for, and manufacture, our research and development, preclinical and clinical trial product supplies, including third parties in Europe and China;

•

our ability to attract and retain qualified key management and technical personnel;

•

our ability to secure and maintain licenses of intellectual property to protect our technologies and product candidates;

•

our financial performance;

•

developments relating to our competitors, our industry, international conflict or uncertainties; and

•

the extent to which any future pandemic and related governmental regulations and restrictions may impact our business, including our research, clinical trials, which include ongoing site initiation and patient enrollment, manufacturing and financial condition.

Any forward-looking statements in this Quarterly Report on Form 10-Q reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Part II, Item 1A. Risk Factors and discussed elsewhere in this Quarterly Report on Form 10-Q. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

This Quarterly Report on Form 10-Q also contains estimates, projections and other information concerning our industry, our business and the markets for certain drugs and therapeutic biologics, including data regarding the estimated size of those markets, their projected growth rates and the incidence of certain medical conditions. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, medical and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which these data are derived.

Except where the context otherwise requires, in this Quarterly Report on Form 10-Q, “we,” “us,” “our” and the “Company” refer to CytomX Therapeutics, Inc.

Trademarks

This Quarterly Report on Form 10-Q includes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this Quarterly Report on Form 10-Q are the property of their respective owners.

PART I – FINANCIAL INFORMATION

Item 1. Condensed Financial Statements (Unaudited)

CYTOMX THERAPEUTICS, INC.

CONDENSED BALANCE SHEETS

(in thousands)


	June 30,			December 31,
	2025			2024
	(unaudited)			(1)
Assets
Current assets:
Cash and cash equivalents	$	49,041		$	38,052
Short-term investments		109,046			62,571
Accounts receivable		1,869			3,103
Prepaid expenses and other current assets		4,665			3,579
Total current assets		164,621			107,305
Property and equipment, net		1,946			2,467
Intangible assets, net		510			583
Goodwill		949			949
Restricted cash		1,028			1,027
Operating lease right-of-use asset		5,947			8,136
Other assets		56			66
Total assets	$	175,057		$	120,533
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable	$	227		$	1,088
Accrued liabilities		11,503			12,338
Operating lease liabilities - short term		5,443			5,145
Deferred revenue, current portion		22,050			67,201
Total current liabilities		39,223			85,772
Deferred revenue, net of current portion		10,241			26,862
Operating lease liabilities - long term		1,442			4,240
Other long term liabilities		4,241			4,115
Total liabilities		55,147			120,989
Commitments and contingencies
Stockholders' equity (deficit):
Convertible preferred stock		—			—
Common stock		2			1
Additional paid-in capital		788,083			691,095
Accumulated other comprehensive (loss) income		33			27
Accumulated deficit		(668,208	)		(691,579	)
Total stockholders' equity (deficit)		119,910			(456	)
Total liabilities and stockholders' equity (deficit)	$	175,057		$	120,533

__________________

(1)

The condensed balance sheet as of December 31, 2024 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

See accompanying notes to condensed financial statements.

CYTOMX THERAPEUTICS, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except share and per share data)

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025		2024
Revenues	$	18,658		$	25,115		$	69,575	$	66,578
Operating expenses:
Research and development		13,322			25,172			32,189		47,224
General and administrative		6,622			8,395			16,050		16,149
Total operating expenses		19,944			33,567			48,239		63,373
Income (loss) from operations		(1,286	)		(8,452	)		21,336		3,205
Interest income		1,178			1,971			2,133		4,165
Other (expense) income, net		17			(2	)		28		(12	)
Income (loss) before income taxes		(91	)		(6,483	)		23,497		7,358
Provision for income taxes		63			51			126		101
Net Income (Loss)		(154	)		(6,534	)		23,371		7,257
Other comprehensive income (loss):
Unrealized (loss) gain on investments, net of tax		34			6			6		(99	)
Total comprehensive income (loss)	$	(120	)	$	(6,528	)	$	23,377	$	7,158

Net income (loss) per share:
Basic	$	(0.00	)	$	(0.08	)	$	0.22	$	0.09
Diluted	$	(0.00	)	$	(0.08	)	$	0.21	$	0.09
Shares used to compute net income (loss) per share
Basic		129,075,546			84,880,632			108,214,373		83,455,047
Diluted		129,075,546			84,880,632			108,928,284		84,115,530

See accompanying notes to condensed financial statements.

CYTOMX THERAPEUTICS, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share data)

(Unaudited)


							Accumulated
					Additional		Other						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital		Income (Loss)			Deficit			Equity (Deficit)
Balance at December 31, 2024		80,099,889	$	1	$	691,095	$	27		$	(691,579	)	$	(456	)
Exercise of stock options and release of RSUs		521,404		—		—		—			—			—
Stock-based compensation		—		—		2,008		—			—			2,008
Other comprehensive loss		—		—		—		(28	)		—			(28	)
Net income		—		—		—		—			23,525			23,525
Balance at March 31, 2025		80,621,293	$	1	$	693,103	$	(1	)	$	(668,054	)	$	25,049
Exercise of stock options and release of RSUs		332,741		—		76		—			—			76
Issuance of common stock under the ESPP		110,974		—		101		—			—			101
Issuance of common stock in follow-on offering, net of issuance cost		76,923,076		1		93,372		—			—			93,373
Exercise of pre-funded warrants		6,923,031		—		—		—			—			—
Stock-based compensation						1,431					—			1,431
Other comprehensive loss		—		—		—		34			—			34
Net loss		—		—		—		—			(154	)		(154	)
Balance at June 30, 2025		164,911,115		2		788,083		33			(668,208	)		119,910

							Accumulated
					Additional		Other						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Capital		Income (Loss)			Deficit			Deficit
Balance at December 31, 2023		67,310,838	$	1	$	675,905	$	95		$	(723,448	)	$	(47,447	)
Exercise of stock options and release of RSUs		826,797		—		174		—			—			174
Stock-based compensation		—		—		1,907		—			—			1,907
Other comprehensive loss		—		—		—		(105	)		—			(105	)
Net income		—		—		—		—			13,791			13,791
Balance at March 31, 2024		68,137,635	$	1	$	677,986	$	(10	)	$	(709,657	)	$	(31,680	)
Exercise of stock options and release of RSUs		12,477		—		20		—			—			20
Issuance of common stock under the ESPP		196,930		—		236		—			—			236
Issuance of common stock under the Open Market Sale Agreement, net of issuance cost		2,270,608		—		4,843		—			—			4,843
Exercise of pre-funded warrants		7,499,951		—		—		—			—			—
Stock-based compensation		—		—		1,882		—			—			1,882
Other comprehensive loss		—		—		—		6			—			6
Net loss		—		—		—		—			(6,534	)		(6,534	)
Balance at June 30, 2024		78,117,601	$	1	$	684,967	$	(4	)	$	(716,191	)	$	(31,227	)

See accompanying notes to condensed financial statements.

CYTOMX THERAPEUTICS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Six Months Ended
	June 30,
	2025			2024
Cash flows from operating activities:
Net income	$	23,371		$	7,257
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of intangible assets		73			73
Depreciation and amortization		659			853
Accretion of discounts on short-term investments		(851	)		(3,304	)
Stock-based compensation expense		3,439			3,789
Non-cash lease expense		2,189			1,995
Changes in operating assets and liabilities
Accounts receivable		1,234			657
Prepaid expenses and other assets		(1,076	)		1,879
Accounts payable		(853	)		(847	)
Accrued liabilities and other long-term liabilities		(3,209	)		(6,107	)
Deferred revenue		(61,772	)		(51,839	)
Net cash used in operating activities		(36,796	)		(45,594	)
Cash flows from investing activities:
Purchases of property and equipment		(146	)		(211	)
Purchases of short-term investments		(128,618	)		(93,392	)
Maturities of short-term investments		83,000			160,000
Net cash provided by (used in) investing activities		(45,764	)		66,397
Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance costs		93,373			4,843
Proceeds from employee purchase plan and exercise of stock options		177			430
Net cash provided by financing activities		93,550			5,273
Net increase in cash, cash equivalents and restricted cash		10,990			26,076
Cash, cash equivalents and restricted cash, beginning of period		39,079			18,088
Cash, cash equivalents and restricted cash, end of period	$	50,069		$	44,164

See accompanying notes to condensed financial statements.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

1. Description of the Business

CytomX Therapeutics, Inc. (the “Company”) is a clinical-stage, oncology-focused biopharmaceutical company developing potent biologics designed to remain masked and inactive in healthy tissue and to be unmasked and preferentially activated in the tumor microenvironment. The Company aims to build a commercial enterprise to maximize its impact on the treatment of cancer. The Company is advancing potential first-in-class and best-in-class therapeutics created using its PROBODY® therapeutic technology platform that could meaningfully improve outcomes for cancer patients. Its proprietary and unique PROBODY technology platform is designed to enable “conditional activation” of masked drug candidates in the tumor microenvironment across multiple therapeutic modalities. The Company is located in South San Francisco, California and was incorporated in the state of Delaware in September 2010.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

Unaudited Interim Financial Information

The accompanying interim condensed financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented.

The condensed results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. The accompanying condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Significant Accounting Policies

There have been no material changes to our significant accounting policies during the three and six months ended June 30, 2025, as compared to the significant accounting policies disclosed in “Note 2. Basis of Presentation and Summary of Significant Accounting Policies” of the “Notes to Financial Statements” included in Part II, Item 8 of our 2024 Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.

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. 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, 2026 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

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The Company will adopt this ASU as of December 31, 2025 on a prospective basis and is currently evaluating the impact on its financial statements.

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


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025		2024
	(in thousands, except share and per share data)
Numerator:
Net income (loss)	$	(154	)	$	(6,534	)	$	23,371	$	7,257

Denominator:
Basic
Weighted-average common shares outstanding		129,075,546			77,957,506			108,214,373		76,531,921
Weighted-average pre-funded warrants		—			6,923,126			—		6,923,126
Weighted-average common shares outstanding used to calculate basic net income (loss) per share		129,075,546			84,880,632			108,214,373		83,455,047
Diluted
Weighted-average common shares outstanding used to calculate basic net income (loss) per share		129,075,546			84,880,632			108,214,373		83,455,047
Effect of potentially dilutive securities:
Stock options, ESPP & RSUs		—			—			713,911		660,482
Weighted-average common shares outstanding used to calculate diluted net income (loss) per share		129,075,546			84,880,632			108,928,284		84,115,530

Net income (loss) per share
Basic	$	(0.00	)	$	(0.08	)	$	0.22	$	0.09
Diluted	$	(0.00	)	$	(0.08	)	$	0.21	$	0.09

The following weighted-average outstanding shares of potentially dilutive securities are excluded from the computation of diluted net income (loss) per share for the periods presented, because including them would have been anti-dilutive:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024

Options and ESPP to purchase common stock		16,657,828		14,517,509		16,272,951		13,729,742
Common stock warrants		11,538,462		11,538,462		11,538,462		11,538,462
RSUs		3,125,340		1,898,792		430,788		193,786
Total		31,321,630		27,954,762		28,242,201		25,461,991

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

4. 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:

•

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

•

Level II: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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


		June 30, 2025
	Valuation Hierarchy	Amortized Cost		Gross Unrealized Gains		Aggregate Fair Value
		(in thousands)
Assets
Money market funds	Level I	$	19,545	$	—	$	19,545
Restricted cash (money market funds)	Level I		1,028		—		1,028
U.S. Treasury Securities	Level II		138,878		33		138,911
Total		$	159,451	$	33	$	159,484


		December 31, 2024
	Valuation Hierarchy	Amortized Cost		Gross Unrealized Gains		Aggregate Fair Value
		(in thousands)
Assets
Money market funds	Level I	$	28,313	$	—	$	28,313
Restricted cash (money market funds)	Level I		1,027		—	$	1,027
U.S. Treasury Securities	Level II		72,503		27	$	72,530
Total		$	101,843	$	27	$	101,870

As of June 30, 2025, the remaining contractual terms of those investments are less than a year. Based on the scheduled maturities of our marketable securities, we determined that it was more likely than not that we will hold these marketable securities to maturity for a recovery of our cost basis.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

5. Accrued Liabilities

Accrued liabilities consisted of the following:


	June 30,		December 31,
	2025		2024
	(in thousands)
Research and clinical expenses	$	5,303	$	8,581
Payroll and related expenses		4,539		2,578
Legal and professional expenses		1,388		689
Restructuring expenses		162		—
Other accrued expenses		111		490
Total	$	11,503	$	12,338

6. Collaboration and License Agreements

The following table summarizes the revenue by collaboration partner:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
	(in thousands)				(in thousands)
Amgen		332		994		9,818		2,274
Astellas		4,646		5,492		14,093		20,944
Bristol Myers Squibb		11,566		13,433		41,928		33,065
Regeneron		2,092		2,636		3,707		5,029
Moderna		22		2,560		29		5,266
Total revenue	$	18,658	$	25,115	$	69,575	$	66,578

Amgen, Inc.

On September 29, 2017, the Company and Amgen, Inc. (“Amgen”) entered into a Collaboration and License Agreement (the “Amgen Agreement”). Pursuant to the Amgen Agreement, the Company received an upfront payment of $40.0 million in October 2017. Concurrent with the Amgen Agreement, the Company and Amgen entered into a Share Purchase Agreement pursuant to which Amgen purchased 1,156,069 shares of the Company’s common stock at a price of $17.30 per share for total proceeds of $20.0 million.

Under the terms of the Amgen Agreement, as amended, the Company and Amgen were co-developing a conditionally activated T-cell engager (“TCE”) targeting epidermal growth factor receptor (the “EGFR Products”). 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. The Company and Amgen collaborated in the research and development of conditionally activated T-cell engaging bispecifics therapies directed against such targets. Amgen had selected one such target (the “Amgen Other Product”). Except with respect to preclinical activities to be conducted by CytomX, Amgen would have been responsible, at its expense, for the development, manufacture, and commercialization of all Amgen Products.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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

At the initiation of the collaboration, CytomX had the option to select from programs specified in the Amgen Agreement, an existing preclinical stage TCE product from the Amgen preclinical pipeline. In March 2018, CytomX selected the program and this program is currently in preclinical development. CytomX is responsible, at its expense, for converting this program to a conditionally activated TCE product, and thereafter, will be responsible for development, manufacturing, and commercialization of the product (“CytomX Product”). Amgen is eligible to receive up to $203.0 million in development, regulatory, and commercial milestone payments for the CytomX Product, and tiered mid-single digit to low double-digit percentage royalties.

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.

Astellas Pharma Inc.

The Company and Astellas Pharma, Inc. (“Astellas”) entered into a Collaboration and License Agreement (the “Astellas Agreement”) on March 23, 2020, the effective date, to collaborate on preclinical research activities to discover and develop certain antibody compounds for the treatment of cancer using the Company’s PROBODY therapeutic technology.

Under the terms of the Astellas Agreement, the Company granted Astellas an exclusive, worldwide right to develop and commercialize PROBODY therapeutics for up to four collaboration targets including one initial target and three additional targets (“Additional Targets”). 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.

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 $1.6 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 $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. 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 June 30, 2025 and December 31, 2024, deferred revenue relating to the Astellas Agreement was $10.5 million and $17.4 million, respectively. The amount due from Astellas under the Astellas Agreement was $1.2 million as of June 30, 2025 and $1.1 million as of December 31, 2024.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

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

Under the terms of the BMS Agreement, the Company granted Bristol Myers Squibb exclusive worldwide rights to develop and commercialize PROBODY therapeutics for up to four oncology targets. Bristol Myers Squibb had additional rights to substitute up to two collaboration targets within three years of the effective date of the BMS Agreement. These rights expired in May 2017. Each collaboration target had a two-year research term and the two additional targets had to be nominated by Bristol Myers Squibb within five years of the effective date of the BMS Agreement. 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 $25.0 million for additional targets and contingent payments for development, regulatory and sales milestones. In addition, the Company was entitled to royalty payments in the mid-single digits to low double-digit percentages 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. 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. Subsequent to Amendment 2, in addition to Bristol Myers Squibb’s ongoing development of the CTLA-4 program, Bristol Myers Squibb also had the exclusive worldwide rights to develop and commercialize PROBODY therapeutics for up to five oncology targets. 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. BMS-986288 was Bristol Myers Squibb’s leading next generation PROBODY CTLA-4 program that it had previously prioritized over BMS-986249, which was a PROBODY version of ipilimumab.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

In June 2024, Bristol Myers Squibb prioritized its pre-clinical research activities under the collaboration and revised the research scope by one collaboration target. 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. The Company's research efforts on all the ongoing programs were completed in April 2025 upon which the $11.6 million of remaining deferred revenue was recognized in the second quarter of 2025. In May 2025, one collaboration target was also terminated with two months written notice pursuant to the BMS Agreement and two preclinical programs remain in development with BMS responsible for further advancement.

ModernaTX, Inc.

The Company and ModernaTX, Inc. (“Moderna”) entered into a Collaboration and License Agreement (the “Moderna Agreement”) on December 30, 2022, the effective date, to collaborate on discovery and preclinical research and development activities to create investigational messenger RNA (mRNA) based conditionally activated therapies using the Company’s PROBODY therapeutic technology. Moderna is solely responsible for the development (preclinical and clinical), manufacturing, and commercialization of any products under the Moderna Agreement.

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 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 June 30, 2025 and December 31, 2024, deferred revenue relating to the Moderna Agreement was $9.3 million and $9.3 million, respectively. The amount due from Moderna under the Moderna Agreement was immaterial and $0.9 million as of June 30, 2025 and December 31, 2024, respectively.

Regeneron Pharmaceuticals, Inc.

The Company and Regeneron Pharmaceuticals Inc. (“Regeneron”) entered into a Collaboration and License Agreement (the “Regeneron Agreement”) on November 16, 2022, to collaborate on creation of conditionally-activated investigational bispecific cancer therapies utilizing the Company’s PROBODY therapeutic platform and Regeneron’s Veloci-Bi® bispecific antibody development platform. 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”).

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. Regeneron is responsible for funding the cost of preclinical research and discovery activities of both parties for all Licensed Products and for funding the cost of development, manufacturing and commercialization of all Licensed Products worldwide.

Pursuant to the Regeneron Agreement, the consideration from Regeneron is comprised of an upfront fee of $30.0 million, contingent payments for development and regulatory milestones and commercial milestone payments of up to an aggregate of approximately $0.8 billion. If Regeneron exercises its Additional Collaboration Program Option, the Company would be eligible to receive additional upfront and milestone payments aggregating up to approximately $1.2 billion. The Company is also entitled to tiered royalties from high-single digit to low-teen percentage royalties from potential future sales. In addition, the Company will receive research and development service fees based on a prescribed FTE rate.

As of June 30, 2025 and December 31, 2024, deferred revenue relating to the Regeneron Agreement was $12.5 million and $15.6 million, respectively. The amount due from Regeneron under the Regeneron Agreement was $0.6 million and $1.0 million as of June 30, 2025 and December 31, 2024, respectively.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

Contract Liabilities

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


	Deferred Revenue
	(in thousands)
December 31, 2024	$	94,063
Additions		2,803
Revenue recognized		(64,575	)
June 30, 2025	$	32,291

December 31, 2023	$	212,315
Additions		4,212
Revenue recognized		(56,051	)
June 30, 2024	$	160,476

The Company expects that the $32.3 million of deferred revenue related to the following contracts as of June 30, 2025 will be recognized as revenue based on actual FTE effort and estimated program progress as set forth below. However, the timing of revenue recognition could differ from the estimates depending on facts and circumstances impacting the various contracts, including progress of research and development, resources assigned to the contracts by the Company or its collaboration partners or other factors outside of the Company’s control.

•

The $10.5 million of deferred revenue related to the Astellas Agreement is expected to be recognized until 2026.

•

The $9.3 million of deferred revenue related to the Moderna Agreement, together with research and development service fees, is expected to be recognized primarily in 2026 and 2027 due to Moderna's budget considerations in 2025.

•

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

7. 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”). 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. 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 six months ended June 30, 2025, the Company incurred sublicense expenses of $0.0 million and $1.1 million, respectively, under the provisions of the UCSB Agreement. For the three and six months ended June 30, 2024, the Company incurred sublicense expenses of $0.1 million and $1.6 million, respectively, under the provisions of the UCSB Agreement.

ImmunoGen (acquired by AbbVie in 2024)

In December 2019, the Company entered into a License Agreement (the “ImmunoGen 2019 License”) with ImmunoGen, Inc. to obtain an exclusive license with respect to epithelial cell adhesion molecule (“EPCAM”). Under the ImmunoGen 2019 License, ImmunoGen agreed to

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

transfer its know-how, patents, intellectual property rights, and technology transfer materials and information related to its EpCAM program. The license gives the Company the sole ability to develop, manufacture, use and commercialize any licensed product that incorporates, is comprised of, or otherwise derived from PROBODY technology that targets EpCAM in any human therapeutic field on a worldwide basis. In exchange, the Company made an upfront license payment of $7.5 million, and will pay up to $35.0 million in certain clinical development milestones and up to $320.0 million in regulatory approval and commercial milestone payments, if achieved. 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.

8. Common Stock

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 million and offering expenses of $0.6 million. Longitude Venture Partners V, L.P. (“LVPV”) acquired approximately 11.5 million shares of common stock through the underwritten public offering. Longitude Capital Partners V, LLC (“LCPV”) is a general partner of LVPV. A member of the Company’s board of directors serves as a managing director of LCPV, and therefore, LCPV is considered a related party of the Company. The Company had no other related party transactions with LCPV.

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. 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. The Tranche 1 warrants expired without being exercised in July 2025 and the Tranche 2 warrants expire in July 2026.

In May 2024, BVF exercised its right to purchase 7.5 million shares of common stock through its pre-funded warrants at an exercise price of $0.00001 per share. In May 2025, BVF exercised its right to purchase the remaining 6.9 million shares of common stock through its pre-funded warrants at an exercise price of $0.00001 per share.

The following table summarizes the Company's activities of outstanding warrants for the six months ended of June 30, 2025


	Pre-funded Warrants					Tranche 1 Warrants				Tranche 2 Warrants
	Number of warrants			Weighted- Average Exercise Price Per Share		Number of warrants		Weighted- Average Exercise Price Per Share		Number of warrants		Weighted- Average Exercise Price Per Share

Balance at December 31, 2024		6,923,077		$	0.00001		5,769,231	$	4.16		5,769,231	$	6.24
Exercises		(6,923,077	)				—				—
Balance at June 30, 2025		—		$	0.00001		5,769,231	$	2.73		5,769,231	$	3.77

The Tranche 1 warrants expired without being exercised in July 2025 and the Tranche 2 warrants expire in July 2026.

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

9. Stock-Based Compensation

Stock Options

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


	Options Outstanding
	Number of Options			Weighted- Average Exercise Price Per Share
Balance at December 31, 2024		14,562,061		$	6.20
Options granted		3,157,305			1.02
Options exercised		(51,907	)		1.47
Option forfeited/expired		(1,255,473	)		5.19
Balance at June 30, 2025		16,411,986		$	5.29

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

The Company recorded $2.0 million and $2.9 million of stock-based compensation expense related to the stock option plans for the six months ended June 30, 2025 and 2024, respectively.

Time-based RSUs ("TRSU")

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


	Number of Shares			Weighted Average Grant Date Fair Value Per Share

Balance at December 31, 2024		1,853,232		$	2.00
RSU's awarded		1,982,163			0.85
RSU's vested		(527,238	)		2.21
RSU's forfeited		(408,037	)		1.91
Balance at June 30, 2025		2,900,120		$	1.19

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

The Company recorded $0.6 million and $0.8 million of stock-based compensation expense related to the TRSUs for the six months end June 30, 2025 and 2024, respectively.

Performance-based RSUs ("PSUs")

2023 PSU

In February 2023, the Company granted 760,000 PSUs to executive employees with an aggregated grant date fair value of approximately $1.9 million. Vesting for 50% of the PSUs granted occurred upon attaining certain specific milestones as of June 30, 2025 (“2023-Tranche-1”), and the remaining 50% will vest upon attaining certain specific milestones by December 2025 (“2023-Tranche-2”). As of December 31, 2024, the PSUs for 2023-Tranche-1 were canceled as the related performance condition was not met by December 2024. As of March 31 and June 30, 2025, the performance condition was satisfied for 2023-Tranche-2 and hence recorded $0.2 million and $0.7 million compensation cost for the three and six months ended June 30, 2025.

2024 PSU

In January 2024, the Company granted 810,000 PSUs to executive employees with an aggregated grant date fair value of approximately $1.3 million. Vesting for 50% of the PSUs granted will occur upon attaining certain specific milestones by December 2025 (“2024-Tranche 1”), and the remaining 50% will vest upon attaining certain specific milestones by December 2026 (“2024-Tranche 2”). The Company determined

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)

that it is not probable that the performance conditions will be satisfied for each of these tranches and hence no compensation cost was recorded for these awards through June 30, 2025.

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


	Number of Shares			Weighted Average Grant Date Fair Value Per Share

Balance at December 31, 2024		1,190,000		$	1.94
PSU's vested		(275,000	)	2.52
PSU's forfeited		(330,000	)		1.95
Balance at June 30, 2025		585,000		$	1.67

Stock-based Compensation

Total stock-based compensation recorded was as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
	(in thousands)				(in thousands)
Research and development	$	563	$	655	$	1,126	$	1,363
General and administrative		868		1,227		2,313		2,426
Total stock-based compensation expense	$	1,431	$	1,882	$	3,439	$	3,789

10. Income Taxes

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

The Company files income taxes in the U.S. federal jurisdiction, the state of California and various other U.S. states. The state of California contested the Company’s tax position on revenue apportionment for upfront and milestone payments resulting from the Company’s collaboration and licensing agreements for the years 2017 and 2018. In September 2023, the Company received Notice of Proposed Assessment (“NOPA”) from the Franchise Tax Board. The Company recorded an uncertain tax position of $4.2 million in long term liabilities for the proposed tax assessment, penalties and interest through June 30, 2025. Of the unrecognized tax benefits as of June 30, 2025, approximately $5.1 million would affect the Company’s effective tax rate if recognized. In addition, utilization of carryforward attributes and indirect federal tax effects of the assessment would result in a reduction in deferred tax assets of $5.1 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 Company is currently evaluating the impact on its financial statements.

11. Segment Disclosures

The Company operates as a single operating segment. The Chief Executive Officer is identified as the Chief Operating Decision Maker (CODM). The CODM primarily reviews the Company’s financial information on an aggregate basis. 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. All of the Company’s long-lived assets are located in the United States. In addition to the revenue by collaborative partners disclosed in Note 6, the CODM reviews the following significant expenses in making decisions about the allocation of resources and assessing performance (in thousands):

CytomX Therapeutics, Inc.

Notes to Condensed Financial Statements (Unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025		2024
	(in thousands)						(in thousands)
Total revenue	$	18,658		$	25,115		$	69,575	$	66,578
External costs incurred by product candidate (target):
CX-904 (EGFRxCD3)		(550	)		1,976			561		3,188
CX-2051 (EpCAM)		3,679			4,670			7,949		7,751
CX-801 (IFNα2b)		452			605			940		1,604
Other wholly owned and partnered programs		498			1,627			894		4,812
General research and development expenses		1,520			7,348			4,050		11,360
Total external costs		5,599			16,226			14,394		28,715
Internal costs		7,723			8,946			17,795		18,509
Research and development expenses		13,322			25,172			32,189		47,224
General and administrative expenses		6,622			8,395			16,050		16,149
Total operating expenses		19,944			33,567			48,239		63,373
Income (loss) from operations		(1,286	)		(8,452	)		21,336		3,205
Interest income		1,178			1,971			2,133		4,165
Other income (expense), net		17			(2	)		28		(12	)
Income (loss) before income taxes		(91	)		(6,483	)		23,497		7,358
Provision for income taxes		63			51			126		101
Segment and net income (loss)	$	(154	)	$	(6,534	)	$	23,371	$	7,257

12. 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. This plan resulted in a reduction of approximately 40% of its workforce and was substantially completed in the first quarter of 2025. The Company estimates the total restructuring charges of approximately $3.0 million, primarily related to one-time severance payments and other employee-related costs. This includes $1.8 million of research and development expenses and $1.1 million of general and administrative expenses that were recorded during the six months ended June 30, 2025.

The following is a summary of activities of restructuring costs for the three months ended June 30, 2025 (in thousands):



	Severance and Benefits Costs			Stock Based Compensation			Total
Restructuring cost recorded	$	2,833		$	77		$	2,910
Cash payment		(1,974	)		—			(1,974	)
Changes in estimates		(4	)		—			(4	)
Non-cash charges		—			(77	)		(77	)
Balance at March 31, 2025	$	855		$	—		$	855
Restructuring cost		25						25
Cash payment		(702	)		—

CytomX Therapeutics, Inc. 10-Q