CytomX Therapeutics, Inc. (CTMX) June 2026 Annual General Meeting Transcript

Welcome to the 2026 Annual Meeting of Cytomics Therapeutics, Inc. Good afternoon, ladies and gentlemen.

It's my pleasure to welcome you to the virtual 2026 Annual Meeting of Stockholders of Cytomics Therapeutics. I'm Sean McCarthy, Chief Executive Officer and Chairman of the Board of Directors of Cytomics. In accordance with the company's bylaws, I will act as chairperson of this meeting. Chris Ogden, Senior Vice President, Chief Financial Officer, and Assistant Secretary of Cytomix, will act as Secretary for this meeting, and Farouk Nomani, Senior Director and Corporate Counsel, will serve as Inspector of Election. We are conducting this meeting virtually, as permitted by the State of Delaware, our State of Incorporation, to support and facilitate the participation of our partners, employees, and stockholders. I've been advised by the Secretary that a quorum is present. The meeting is now called to order. I have made available both the agenda for this meeting, which you should be able to see on your computer screen, and certain operating procedures to provide for the orderly transaction of business. You should be able to see a link to our meeting procedures in the corner of your screen. In order to conduct an orderly meeting, we ask that participants abide by these procedures. We appreciate your cooperation in this matter. Before we begin with the formalities of the annual meeting, I would like to introduce the other members of the Board of Directors and the company's senior officers who are also present virtually today. First, in addition to myself, our Board of Directors is represented by Dr. Elaine Jones, Dr. Manny Mahindru, Matt Young, James Myers, Hallie Gilbert, Dr. Alan Ashworth, and Dr. Zen Su. Moving on to the company's senior officers, our management team is also represented by Wayne Chu, our Chief Medical Officer, Marsha Bellman, Chief Scientific Officer, Leslie Robbins, Head of Intellectual Property, Dawn Benson, Head of Quality and Product Manufacturing, Stephanie Robertson, Head of Alliance and Program Leadership, Rachel Lester, Chief Business Officer, and Mamata Gokal, our Head of Regulatory Affairs. Before handing over to Chris, I'd like to make a few comments on our ongoing progress at Cytomics. Cytomics is highly focused on addressing major unmet needs in oncology using our ProBody Therapeutic Platform, a proprietary masking technology designed to improve the therapeutic window for multiple therapeutic modalities through tumor localized activation. We are leveraging our pro-body therapeutic platform to discover and develop new cancer therapies, including antibody drug conjugates, cytokines, and bispecific immunotherapies, each of which represents a highly relevant area of strategic interest across the industry. Our vision at CytoMix is to transform lives with safer, more effective therapies. Our mission is to change the treatment of cancer by urgently advancing our pro-body therapeutic pipeline. Over the past year, Cytomics has continued to be highly productive. The ongoing Phase I clinical trial of our EPCAM targeting probody ADC, Varsetta M, formerly CX2051, has made tremendous progress. We have enrolled 113 colorectal cancer patients across the study, including 40 patients in the ongoing dose optimization phase, and we remain on track to share updated data and registrational study plans by the end of this year. Varseta M has shown remarkable anti-cancer activity in late-line metastatic CRC, and we are excited to move this program into its first pivotal study in 2027, while also expanding into combination studies and into new cancer types in the near term. We've also made excellent recent progress with CX801, our mass interferon alpha 2b, that we are evaluating in a phase 1 clinical trial in combination with Keytruda in metastatic melanoma. To ensure our ability to execute a plan and advance our pipeline, we've also strengthened our balance sheet with a recent $250 million equity financing and the broad expansion of our R&D collaboration with Regeneron. We look forward to another highly productive year ahead, and with that, let me hand proceedings over to Chris.

It is now approximately 1.34 p.m., and the polls remain open. We will now turn to the formal business of the annual meeting and vote on the items presented in the proxy statement. You were able to vote during this meeting at any time from the beginning of the meeting through the presentation of the proposals until we closed the polls using the 16-digit control number that was included in your notice of access of Internet availability of proxy materials or included in the instructions that accompanied your proxy materials and by following the instructions on the screen. If you have already voted, you do not need to vote again. Please note, however, if you have already voted in advance, a vote at this meeting will supersede your earlier vote. After the polls are closed, the votes will be counted and the preliminary voting results will be announced. We will then close the meeting and answer your questions. You can use the question box on your screen to submit questions at any time during the meeting. We cannot guarantee that we will answer all questions we received during the meeting. The matters to be voted on at this meeting are listed in the company's proxy statement. We will count the vote after all items have been presented. The first item to be considered is the election of directors. Each nominee, if elected, will be elected to a three-year term. The following individuals have been nominated for election as Class II directors. Matthew P. Young and Elaine V. Jones, Ph.D. Are there any questions on this proposal? The second item to be voted on is the ratification of the board selection of Ernst & Young LLP as the company's independent registered public accounting firm for 2026. Ernst & Young is represented today by Marcus Lindner. Ernst & Young has audited the company's financial statements for each fiscal year since the fiscal year ended December 31, 2018. Are there any questions on this proposal? The third item to be voted on is to approve an amendment to our amended and restated Certificate of Incorporation to increase the number of authorized shares of common stock from 300 million shares to 600 million shares. The Board of Directors believes that an increase in the number of shares of common stock is advisable and in the best interest of the company and its stockholders. While the Board of Directors currently has no specific designated purpose for the increase in authorized shares of common stock, the additional authorized shares of common stock would give the company the necessary flexibility to issue shares for various corporate purposes, including, in particular, capital raising or financing transactions, and enable the company to take timely advantage of market conditions and opportunities.

Are there any questions on this proposal?

The fourth item to be voted on is to approve an amendment to our amended and restated 2015 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan by 6.5 million.

Are there any questions on this proposal?

The fifth item to be voted on is to approve an amendment to our amended and restated Employee Stock Purchase Plan to increase the number of shares authorized for issuance under that plan by 1 million shares.

Are there any questions on this proposal?

The sixth item to be voted on is the non-binding advisory vote to approve the compensation of the company's named executive officers, being the company's chief executive officer, the senior vice president chief financial officer, and the senior vice president chief business officer, as described in the proxy statement. This vote, which is often called a stay on pay vote is required under the Dodd-Frank Act. While the vote on this resolution is advisory and therefore not binding on us, the board values thoughtful input from stockholders and will consider the outcome of the vote on this resolution when considering future executive compensation decisions. Are there any questions on this proposal? The seventh and final item to be voted on is the advisory vote on the frequency of future advisory votes by stockholders on the compensation of the company's named executive officers. The outcome of this vote will indicate how frequently the company will seek a non-binding advisory vote from stockholders on the compensation of the company's named executive officers, the company's chief executive officer, chief financial officer, and three other most highly compensated executive officers.

Are there any questions on this proposal?

I will now close the vote.

It is approximately 1.39 PM and the polls are now closed.

We appreciate your patience during this process.

The inspector of election has completed the preliminary vote count.

The inspector of election has determined that there were sufficient votes in favor of each of the named nominees for director, in favor of ratifying the selection of Ernst & Young LLP as the company's independent registered public accounting firm for 2026, in favor of the amendment to the company's amended and restated certificate of incorporation, in favor of the amendment to the company's amended and restated 2015 equity incentive plan, in favor of the amendment to the company's amended and restated employee stock purchase plan, in favor of the compensation of the named executive officers set forth in the proxy statement, and in favor of the company's proposal for the frequency of future advisory votes on the compensation of its named executive officers. I hereby declare that Matthew P. Young and Elaine V. Jones, Ph.D., have been elected, that the selection of Ernst & Young LLP has been approved, that the amendment to our amended and restated Certificate of Incorporation has been approved, that the amendment to our 2015 amended and restated Equity Incentive Plan has been approved, the amendment to our amended and restated Employee Stock Purchase Plan has been approved, the compensation of the named executive officers has been approved on a non-binding advisory basis, and that stockholder voting on named executive compensation shall occur every year. The inspector of election will prepare a final report that will be included as part of the record of this meeting. The final voting results will be included in the company's current report on Form 8K to be filed with the Securities and Exchange Commission within four business days following this meeting.

Thank you, Chris. As we have no other formal business to conduct at this meeting, we will now close the meeting.

The virtual meeting is now closed. At this time, we will take your questions. If you have a question, you can use the question box on your screen to submit questions. Only validated stockholders may ask questions in the question box. As of consideration for others, please limit yourself to three questions. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device.

I'd like to thank you for coming to this year's virtual annual meeting.

In closing, I would like to thank the Cytomics team, our board of directors, our shareholders, our clinical investigators, and most importantly, the patients who volunteer for our clinical studies. Everyone plays their part in helping to advance our groundbreaking science for the benefit of people with cancer. We hope you share our excitement about the future for Cytomics, and we look forward to providing future updates on our progress and to meeting with you again next year.

That concludes the 2026 annual meeting of Cytomics Therapeutics, Inc.