SEC Form SC 13G/A filed by CytomX Therapeutics Inc. (Amendment)

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 107,088 Shares (as defined below) underlying certain Pre-Funded Warrants (as defined below).

(1) Includes 107,088 Shares underlying certain Pre-Funded Warrants.

(1) Includes 107,088 Shares underlying certain Pre-Funded Warrants.

(1) Includes 107,088 Shares underlying certain Pre-Funded Warrants.

(1) Includes 107,088 Shares underlying certain Pre-Funded Warrants.

(1) Includes 107,088 Shares underlying certain Pre-Funded Warrants.

CytomX Therapeutics, Inc., a Delaware corporation (the “Issuer”).

151 Oyster Point Blvd., Suite 400

South San Francisco, CA 94080

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, $0.00001 par value per share (the “Shares”).

23284F105

As of the close of business on December 31, 2023, the Reporting Persons and a certain Partners managed account (the “Partners Managed Account”) held certain Pre-Funded Warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 14,423,077 Shares. The Pre-Funded Warrants are exercisable at any time at an exercise price of $0.00001 per Share and expire on July 3, 2043. The exercise of the Pre-Funded Warrants is subject to the Warrants Blocker (as defined and described below). As of the close of business on December 31, 2023, the Warrants Blocker limits the exercise of the Pre-Funded Warrants held by the Reporting Persons and the Partners Managed Account to 107,088 out of the 14,423,077 Shares underlying the Pre-Funded Warrants held by them.

As of the close of business on December 31, 2023, the Reporting Persons and the Partners Managed Account held certain Tranche 1 Warrants (the “Tranche 1 Warrants”) exercisable for an aggregate of 5,769,231 Shares. The Tranche 1 Warrants are exercisable at any time at an exercise price of $4.16 per Share and expire on July 3, 2025. The exercise of the Tranche 1 Warrants is subject to the limitations of the Warrants Blocker. As of the close of business on December 31, 2023, the Warrants Blocker prohibits the exercise of all of the Tranche 1 Warrants held by the Reporting Persons and the Partners Managed Account.

As of the close of business on December 31, 2023, the Reporting Persons and the Partners Managed Account held certain Tranche 2 Warrants (the “Tranche 2 Warrants” and together with the Tranche 1 Warrants, the “Warrants”) exercisable for an aggregate of 5,769,231 Shares. The Tranche 2 Warrants are exercisable at any time at an exercise price of $6.24 per Share and expire on July 3, 2026. The exercise of the Tranche 2 Warrants is subject to the limitations of the Warrants Blocker. As of the close of business on December 31, 2023, the Warrants Blocker prohibits the exercise of all of the Tranche 2 Warrants held by the Reporting Persons and the Partners Managed Account.

A holder of Pre-Funded Warrants and/or Warrants will not have the right to exercise any portion of its Pre-Funded Warrants and/or Warrants to the extent that the holder (together with its affiliates) would beneficially own more than 9.99% of the Shares outstanding immediately after such exercise (the “Warrants Blocker”).

As of the close of business on December 31, 2023, (i) BVF beneficially owned 3,651,391 Shares, including 107,088 Shares underlying certain Pre-Funded Warrants held by it and excluding (a) 7,577,945 Shares underlying certain Pre-Funded Warrants held by it, (b) 3,074,013 Shares underlying the Tranche 1 Warrants held by it, and (c) 3,074,013 Shares underlying the Tranche 2 Warrants held by it; (ii) BVF2 beneficially owned 2,622,422 Shares, excluding (a) 5,878,616 Shares underlying the Pre-Funded Warrants held by it, (b) 2,351,446 Shares underlying the Tranche 1 Warrants held by it, and (c) 2,351,446 Shares underlying the Tranche 2 Warrants held by it; and (iii) Trading Fund OS beneficially owned 319,691 Shares, excluding (a) 676,539 Shares underlying certain Pre-Funded Warrants held by it, (b) 270,616 Shares underlying the Tranche 1 Warrants held by it, and (c) 270,616 Shares underlying the Tranche 2 Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 3,651,391 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 2,622,422 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 319,691 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 6,273,813 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 6,702,889 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 109,385 Shares held in the Partners Managed Account and excluding (a) 182,889 Shares underlying certain Pre-Funded Warrants held by the Partners Managed Account, (b) 73,156 Shares underlying the Tranche 1 Warrants held by the Partners Managed Account, and (c) 73,156 Shares underlying the Tranche 2 Warrants held by the Partners Managed Account.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 6,702,889 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 6,702,889 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on a denominator that is the sum of: (i) 66,988,904 Shares outstanding as of October 31, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023 and (ii) 107,088 Shares underlying certain Pre-Funded Warrants held by the Reporting Persons, as applicable.

As of the close of business on December 31, 2023, (i) BVF beneficially owned approximately 5.4% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 3.9% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 5.4% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 3.9% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.4% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.

Not Applicable.

See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on January 3, 2022.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2024