SEC Form S-8 filed by CytomX Therapeutics Inc.
As filed with the Securities and Exchange Commission on August 7, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 94080
(Address of Principal Executive Offices) (Zip Code)
CytomX Therapeutics, Inc. Amended and Restated 2015 Equity Incentive Plan
(Full Title of the Plan)
Sean A. McCarthy, D.Phil.
President and Chief Executive Officer
CytomX Therapeutics, Inc.
151 Oyster Point Blvd., Suite 400
South San Francisco, CA 94080
(650) 515-3185
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copies to:
Mark V. Roeder, Esq.
John C. Williams, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
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 7(a)(2)(B) of the Securities Act. ☐
Proposed sale to take place as soon after the effective date of the
registration statement as awards under the plans are exercised and/or vest.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 4,381,320 shares of the Registrant’s common stock issuable under the following employee benefit plan for which Registration Statements of the Registrant on Form S-8 (File Nos. 333-207694, 333-209992, 333-215795, 333-223491, 333-229916, 333-236711, 333-253452, 333-263321, 333-270869, 333-277819 and 333-285594) are effective: the CytomX Therapeutics, Inc. Amended and Restated 2015 Equity Incentive Plan, as a result of the amendment and restatement of such plan, which added 4,381,320 shares of common stock.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on October 30, 2015 (File No. 333-207694), March 7, 2016 (File No. 333-209992), January 27, 2017 (File No. 333-215795), March 7, 2018 (File No. 333-223491), February 27, 2019 (File No. 333-229916), February 27, 2020 (File No. 333-236711), February 24, 2021 (File No. 333-253452), March 4, 2022 (File No. 333-263321), March 27, 2023 (333-270869), March 11, 2024 (333-277819) and March 6, 2025 (File No. 333-285594) are incorporated by reference herein; except for Item 8 which is being updated by this Registration Statement.
Item 8. Exhibits
| # | Indicates management contract or compensatory plan. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in South San Francisco, State of California, on August 7, 2025.
| CytomX Therapeutics, Inc. | ||
| By: | /s/ Sean A. McCarthy | |
| Sean A. McCarthy, D.Phil. | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Sean A. McCarthy and Christopher W. Ogden, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ Sean A. McCarthy Sean A. McCarthy, D.Phil. |
President, Chief Executive Officer and Chairman (Principal Executive Officer) |
August 7, 2025 | ||
| /s/ Christopher W. Ogden Christopher W. Ogden |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
August 7, 2025 | ||
| /s/ Matthew P. Young Matthew P. Young |
Director | August 7, 2025 | ||
| /s/ Alan Ashworth Alan Ashworth, Ph.D. FRS |
Director | August 7, 2025 | ||
| /s/ James R. Meyers James R. Meyers |
Director | August 7, 2025 | ||
| /s/ Elaine V. Jones Elaine V. Jones, Ph.D. |
Director | August 7, 2025 | ||
| /s/ Halley E. Gilbert Halley E. Gilbert |
Director | August 7, 2025 | ||
| /s/ Mani Mohindru Mani Mohindru, Ph.D. |
Director | August 7, 2025 | ||
| /s/ Zhen Su Zhen Su, M.D. |
Director | August 7, 2025 | ||