SEC Form 8-K filed by CytomX Therapeutics Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On May 12, 2025, CytomX Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Piper Sandler & Co., as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the offering, issuance and sale by the Company of 76,923,076 shares of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), at an offering price of $1.30 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-281433). A prospectus supplement relating to the offer and sale of the shares was filed with the Securities and Exchange Commission on May 12, 2025. The closing of the offering occurred on May 13, 2025.
The Company estimates the net proceeds from the offering will be approximately $93.4 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering for research and development, general corporate purposes and working capital needs.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Latham & Watkins LLP, counsel to the Company, has issued an opinion regarding the validity of the shares of Common Stock to be offered and sold in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of May 12, 2025, among CytomX Therapeutics, Inc. and Jefferies LLC and Piper Sandler & Co., as representatives of the several underwriters named therein. | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 13, 2025 | CYTOMX THERAPEUTICS, INC. | |||||
| By: | /s/ Christopher W. Ogden | |||||
| Christopher W. Ogden | ||||||
| SVP, Chief Financial Officer | ||||||