8-K
CytomX Therapeutics, Inc. (CTMX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2025
CYTOMX THERAPEUTICS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-37587 | 27-3521219 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 151 Oyster Point Blvd<br> <br>Suite 400<br> <br>South San Francisco, California | 94080 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (650) 515-3185
Former Name or Former Address, if Changed Since Last Report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.00001 par value per share | CTMX | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On January 30, 2025, Jeffrey Landau, Senior Vice President, Chief Business Officer, and Head of Strategy, of CytomX Therapeutics, Inc. (the “Company”) and the Company agreed that Mr. Landau’s employment by the Company would terminate, effective February 7, 2025. The Company will enter into a Separation Agreement with Mr. Landau (the “Separation Agreement”) that provides for economic payments to Mr. Landau consistent with the terms of his Amended and Restated Severance and Change of Control Agreement effective as of April 12, 2021, the form of which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2023. The Separation Agreement also will include a general release of claims against the Company.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement is expected to be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2024.
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: February 3, 2025 | CYTOMX THERAPEUTICS, INC. | |
|---|---|---|
| By: | /s/ Lloyd Rowland | |
| Lloyd Rowland | ||
| Senior Vice President, General Counsel |