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CytomX Therapeutics (CTMX) filed a Form S-8 on 7 Aug 2025 to register 4,381,320 additional common shares for issuance under its Amended & Restated 2015 Equity Incentive Plan. The statement incorporates eleven prior S-8 filings and updates only the exhibit section (legal opinion, auditor consent, revised plan documents).

The company is classified as an accelerated filer and a smaller reporting company. Shares will be issued as option grants, RSUs or other awards vest and are exercised; no immediate cash proceeds are expected. Although the filing does not include financial results, the newly registered shares expand the equity pool, enabling continued employee compensation but creating potential dilution for existing shareholders. All required signatures, powers of attorney and fee calculations are provided.

CytomX Therapeutics (CTMX) Q2-25 10-Q snapshot

Six-month collaboration revenue inched up 4% YoY to $69.6 million, buoyed by Astellas milestones and BMS research fees. Tight cost control (R&D 鈥�32% to $32.2 million; G&A flat at $16.1 million) flipped YTD operating loss into a $23.4 million net profit (vs. $7.3 million profit LY), largely from $61.8 million of deferred-revenue recognition tied to Amgen and BMS program terminations. Q2 revenue fell 26% YoY to $18.7 million, producing a modest $0.2 million quarterly loss.

Liquidity strengthened: cash, equivalents and Treasuries rose to $159.5 million (Dec-24: $101.9 million) on a $93.4 million May follow-on offering. Share count is 164.9 million (31 Jul 25). Stockholders鈥� equity swung to $119.9 million from a $(0.5) million deficit.

• Restructuring: 40 % workforce cut; $3.0 million charges booked.
• Pipeline: CX-2051 showed 28 % ORR (43 % at 10 mg/kg) in Phase 1 colorectal cancer; dose expansions ongoing. CX-801 monotherapy escalation at dose-level 4; Keytruda combo started.
• Collaborations: Amgen EGFR TCE and BMS CTLA-4 licenses ended; remaining deferred revenue $32.3 million expected through 2027.
• Balance-sheet risk: $4.2 million uncertain tax liability from California audit.

Biotechnology Value Fund (BVF) and related entities have filed Amendment No. 5 to Schedule 13G for CytomX Therapeutics, Inc. (CTMX). As of the close of business on 9 July 2025, the group collectively holds 5,769,231 common-share equivalents in the form of Tranche 2 warrants that are exercisable at $3.77 per share and expire on 3 July 2026. The warrants include a 9.99 % beneficial-ownership blocker that limits exercise to keep the holder鈥檚 ownership below that threshold.

Beneficial ownership is reported on a disaggregated basis: BVF (3.07 M shares; 1.9 %), BVF II (2.35 M; 1.5 %), and Biotechnology Value Trading Fund OS (0.27 M; <1 %). Through control relationships, BVF GP Holdings and BVF Partners L.P. may be deemed to beneficially own 3.3 % and 3.5 % of outstanding shares, respectively. All entities disclaim ultimate beneficial ownership beyond their respective capacities.

The percentages are calculated against a base of 157.54 M common shares outstanding following the issuer鈥檚 May 2025 equity offering, plus the warrants counted as if exercised. No holder exceeds the 5 % reporting threshold individually, and the filing is made on Schedule 13G to reflect passive investment intent; the certification confirms the securities were not acquired to influence control of CTMX.

Key takeaways for investors

• BVF remains a notable but non-controlling holder with a ~3.5 % aggregate economic interest.
• Exposure is entirely via $3.77 warrants, providing potential upside without current voting power.
• The 9.99 % blocker limits near-term ownership expansion but allows full exercise should total shares outstanding rise.
• The amendment updates ownership levels following the issuer鈥檚 recent public offering and does not signal activism.