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Preliminary Proxy Statement

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No fee required.

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1.

To elect three directors with terms to expire at the 2027 Annual Meeting of Stockholders;

2.

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

3.

To approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares;

4.

To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders; and

5.

To conduct any other business properly brought before the 2024 Annual Meeting of Stockholders.

1.

FOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement;

2.

FOR the ratification of the appointment of Ernst & Young LLP, as the independent registered public accounting firm, as described in Proposal No. 2 of the Proxy Statement; and

3.

FOR the approval of an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares, as described in Proposal No. 3 of the Proxy Statement; and

4.

FOR the advisory vote to approve the compensation of the Company’s named executive officers, as described in Proposal No.4 of the Proxy Statement.

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Proposal 1: To elect three directors with terms to expire at the 2027 Annual Meeting of Stockholders.

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Proposal 2: To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.

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Proposal 3: To approve the amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares.

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Proposal 4: A non-binding advisory vote to approve the compensation of our named executive officers.

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For Proposal 1, you may either vote “For” or “Against” or abstain from voting with respect to each nominee to the Board.

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For Proposal 2, you may either vote “For” or “Against” or abstain from voting.

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For Proposal 3, you may either vote “For” or “Against” or abstain from voting.

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For Proposal 4, you may either vote “For” or “Against” or abstain from voting.

1.

To vote online during the annual meeting, visit www.virtualshareholdermeeting.com/CTMX2024 and have ready your 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. Shares held in your name as the shareholder of record may be voted electronically during the annual meeting. Shares for which you are the beneficial owner but not the shareholder of record may also be voted electronically during the annual meeting.

2.

To vote on the Internet prior to the annual meeting, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the 16-digit control number from the notice and follow the instructions. Your vote must be received by 11:59 p.m., Eastern Time, on May 14, 2024 to be counted.

3.

To vote by phone, request a paper or email copy of the proxy materials by following the instructions on the notice and call the number provided with the proxy materials to transmit your voting instructions. Your vote must be received by 11:59 p.m., Eastern Time, on May 14, 2024 to be counted.

4.

To vote by mail, request a paper copy of the proxy materials by following the instructions on the notice and complete, sign and date the proxy card enclosed with the paper copy of the proxy materials and return it promptly in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct.

1.

Proposal 1: “For” election of three nominees for director.

2.

Proposal 2: “For” the ratification of the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.

3.

Proposal 3: “For” the amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares.

4.

“For” the non-binding, advisory vote to approve the compensation of our named executive officers.

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With respect to Proposals 1, 2, 3 and 4, “For” votes, “Against” votes and abstentions.

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Additionally, with respect to Proposal 1 and 4, broker non-votes.

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For Proposal 1, electing three members of the Board, each director must receive a “For” vote from a majority of the votes cast either online or by proxy at the annual meeting and that are entitled to vote on the election of directors. A majority of votes cast shall mean that the number of shares voted “For” the director’s election exceeds 50% of the number of votes cast with respect to that director’s election, with votes cast including votes “Against” in each case and excluding abstentions and broker non-votes with respect to that director’s election.

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For Proposal 2, ratifying the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024, the proposal must receive a “For” vote from the majority of the votes cast either online or by proxy at the annual meeting and that are entitled to vote on the proposal, with votes cast including votes “Against” and excluding abstentions. This is a routine proposal and therefore we do not expect any broker non-votes.

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For Proposal 3, approving the amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares, the proposal must receive a “For” vote from the majority of the votes cast either online or by proxy at the annual meeting and that are entitled to vote on the proposal, with votes cast including votes “Against” and excluding abstentions. This is a routine proposal and therefore we do not expect any broker non-votes.

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For Proposal 4, being the non-binding advisory vote to approve the compensation of our named executive officers, the proposal must receive a “For” vote from the majority of the votes cast either online or by proxy at the annual meeting and that are entitled to vote on the proposal, with votes cast excluding abstentions and broker non-votes. While the vote on this resolution is advisory and not binding on us, our Compensation Committee and our Board will consider the outcome of the vote on this resolution when considering future executive compensation decisions.

1.

A duly executed proxy card with a later date or time than the previously submitted proxy;

2.

A written notice that you are revoking your proxy to our Secretary, care of CytomX Therapeutics, Inc., at 151 Oyster Point Boulevard, Suite 400, South San Francisco, CA 94080; or

3.

A later-dated vote on the Internet or by phone or a ballot cast online at the annual meeting by following the instructions at www.virtualshareholdermeeting.com/CTMX2024 (simply attending our virtual annual meeting will not, by itself, revoke your proxy).

(1)

Audit fees of Ernst & Young LLP for the years ending December 31, 2023 and 2022 were for professional services rendered for the audits of our financial statements, including accounting consultation, reviews of quarterly financial statements and professional services rendered in connection with our registration statements.

(2)

This category consists of fees for services provided for tax consultation and compliance services.

(3)

This category consists of fees for professional services rendered that are reasonably related to the performance of the audit or review of our financial statements.

*

Denotes ownership percentage less than 1%.

**

This table is based upon information supplied by officers, directors and principal stockholders and Forms 3, Forms 4 and Schedules 13D and 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in the table has sole voting and dispositive power with respect to the shares indicated as beneficially owned.

(1)

Based solely on the Schedule 13G/A filed with the SEC on February 14, 2024, by the Biotechnology Value Fund, L.P. (“BVF”), BVF I GP LLC (“BVF GP”), Biotechnology Value Fund II, L.P. (“BVF2”), BVF II GP LLC (“BVF2 GP”), Biotechnology Value Trading Fund OS LP (“Trading Fund OS”), BVF Partners OS Ltd. (“Partners OS”), BVF GP Holdings LLC (“BVF GPH”), BVF Partners L.P. (“Partners”), BVF Inc., and Mark N. Lampert: (i) BVF is the beneficial owner of 3,651,391 shares, including 107,088 shares underlying certain Pre-Funded Warrants held by BVF and excluding (a) 7,577,945 Shares underlying certain Pre-Funded Warrants held by BVF, (b) 3,074,013 Shares underlying the Tranche 1 Warrants held by BVF, and (c) 3,074,013 Shares underlying the Tranche 2 Warrants held by BVF that are excluded due to the Beneficial Ownership Blocker (as defined below), (ii) BVF2 is the beneficial owner of 2,622,422 shares, excluding (a) 5,878,616 shares underlying the Pre-Funded Warrants held by BVF2, (b) 2,351,446 Shares underlying the Tranche 1 Warrants held by BVF2, and (c) 2,351,446 Shares underlying the Tranche 2 Warrants held by BVF2 that are excluded due to the Beneficial Ownership Blocker, and (iii) Trading Fund OS is the beneficial owner of 319,691 shares, excluding (a) 676,539 shares underlying certain Pre-Funded Warrants held by Trading Fund OS, (b) 270,616 Shares underlying the Tranche 1 Warrants held by Trading Fund OS, and (c) 270,616 Shares underlying the Tranche 2 Warrants held by Trading Fund OS that are excluded due the Beneficial Ownership Blocker. 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, Trading Fund OS, and a certain Partners managed account (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 that are excluded due to the Beneficial Ownership Blocker. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 6,702,889 shares beneficially owned by Partners. Mr. Mark N. 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. Subject to the Beneficial Ownership Blocker (as defined below), BVF, BVF2 and Trading Fund OS may also be deemed to beneficially own an aggregate of 25,854,451 shares of our common stock issuable upon exercise of the Pre-Funded Warrants, Tranche 1 Warrants and Tranche 2 Warrants that are described as excluded above. Pursuant to the terms of such Pre-Funded Warrants, Tranche 1 Warrants and Tranche 2 Warrants (collectively, the “Warrants”), BVF and its affiliated entities that hold such Warrants, do not have the right to exercise any portion of their Warrants, and any such exercise shall be void ab initio to the extent (but only to the extent) that, after giving effect to the issuance of our common stock after exercise, the holder of such Warrant(s) (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of its affiliates) would beneficially own in excess of 9.99% (the “Beneficial Ownership Limitation”) of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of our common stock following the exercise of such

(2)

Based solely on the Schedule 13G/A filed with the SEC on February 14, 2024 by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin Tang, the manager of Tang Capital Management. Tang Capital Partners reports its address as 4747 Executive Drive, Suite 210, San Diego, CA 92121.

(3)

Based solely on the Schedule 13G/A filed with the SEC on February 13, 2024, by The Vanguard Group. The Vanguard Group reports its address as 100 Vanguard Blvd. Malvern, PA 1935.

(4)

Consists of (a) 420,139 shares of our common stock, and (b) 2,766,927 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of March 19, 2024.

(5)

Consists of (a) 59,413 shares of our common stock, and (b) 471,218 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of March 19, 2024.

(6)

Consists of (a) 52,938 shares of our common stock, and (b) 407,319 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of March 19, 2024.

(7)

Consists of 147,895 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of March 19, 2024.

(8)

Consists of 107,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of March 19, 2024.

(9)

Consists of (a) 5,142 shares of our common stock, and (b) 107,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of March 19, 2024.

(10)

Consists of 105,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April March 19, 2024.

(11)

Consists of 85,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of March 19, 2024.

(12)

Consists of 59,444 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of March 19, 2024.

(13)

Dr. Su was appointed to our Board on March 20, 2024. As of March 19, 2024, Dr. Su did not hold any shares of common stock in the Company and neither had he been granted any stock options in the Company.

(14)

Consists of: (a) 537,362 shares of our common stock, and (b) 4,256,803 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of March 19, 2024.

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the related party’s interest in the transaction

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the approximate dollar value of the amount involved in the related party transaction;

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the approximate dollar value of the amount of the related party’s interest in the transaction without regard to the amount of any profit or loss;

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whether the transaction was undertaken in our ordinary course of business;

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whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party;

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the purpose and the potential benefits of the related party transaction to us;

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required public disclosure, if any; and

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any other information regarding the related party transaction or the related party in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

(1)

Dr. Su was appointed to our Board on March 20, 2024.

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review and approval of the Company’s annual operating and capital spending plan and review of management’s updates as to the progress against the plan and any related risks and uncertainties;

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periodic consideration of the balance of risk and opportunities presented by the Company’s medium to long-term strategic plan and the potential implications of success and failure in one or more of the Company’s key drug development programs;

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regular consideration of the risks and uncertainties presented by alternative clinical development strategies;

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regular review of the progress and results of the Company’s clinical development programs and early research efforts, including, without limitation, the strengths, weaknesses, opportunities and threats for these programs;

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periodic review and oversight of any material outstanding litigation or threatened litigation;

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review and approval of material collaboration partnerships for the further development and commercial exploitation of the Company’s proprietary drug development programs and technologies;

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regular review and approval of the annual corporate goals and an assessment of the Company’s level of achievement against these established goals;

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regular review of the Company’s financial position relative to the risk and opportunities for the Company’s business;

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periodic review of the Company’s intellectual property estate;

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review and assessment of succession planning and performance concerns for the Section 16 officers;

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review and approval of safety protocols and operational guidelines recommended by the Company’s COVID-19 Transition, Readiness, and Communications team; and

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periodic review of the Company’s compensation programs.

(1)

Committee chairperson.

(2)

Dr. Su was appointed to our Board in March 2024.

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appointing, approving the compensation of and assessing the independence of our independent registered public accounting firm;

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pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

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reviewing annually a report by the independent registered public accounting firm regarding the independent registered public accounting firm’s internal quality control procedures and various issues relating thereto;

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reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

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coordinating the oversight and reviewing the adequacy of our internal control over financial reporting with both management and the independent registered public accounting firm;

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establishing policies and procedures for the receipt and retention of accounting related complaints and concerns, including a confidential, anonymous mechanism for the submission of concerns by employees;

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periodically reviewing legal compliance matters, including any securities trading policies, periodically reviewing significant accounting and other financial risks or exposures to our company and reviewing and, if appropriate, approving all transactions between our company and any related party (as described in Item 404 of Regulation S-K promulgated under the Exchange Act);

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establishing policies for the hiring of employees and former employees of the independent registered public accounting firm;

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consulting with management on the establishment of procedures and internal controls to address cyber security related risks; and

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preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement.

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reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;

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evaluating the performance of our chief executive officer in light of such corporate goals and objectives and approving the compensation of our chief executive officer;

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reviewing and approving the compensation of our other executive officers;

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reviewing our compensation, welfare, benefit and pension plans and similar plans;

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reviewing and making recommendations to the Board with respect to director compensation; and

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preparing for inclusion in our proxy statement the report, if any, of the compensation committee required by the SEC.

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identifying individuals qualified to become members of the Board;

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recommending to the Board the persons to be nominated for election as directors and to each committee of the Board;

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annually reviewing our corporate governance guidelines;

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overseeing management’s handling of environmental, social and governance matters of importance to the Company; and

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monitoring and evaluating the performance of the Board and leading the board in an annual self-assessment of its practices and effectiveness.

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The name, mailing address, and telephone number of the security holder sending the communication.

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The number and type of our securities owned by such security holder.

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If the security holder is not a record owner of our securities, the name of the record owner of our securities beneficially owned by the security holder.

(1)

Pursuant to applicable SEC executive compensation disclosure rules, the amounts reported in this column reflect the grant date fair value of an option to purchase 25,000 shares of our common stock granted on June 14, 2023 to each director named above (other than Dr. Su), calculated in accordance with Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of option awards contained in the Stock-based Compensation sub-section under Note 13 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2023. As of December 31, 2023, our non-employee directors (other than Dr. Su) held outstanding options to purchase shares of our common stock as follows: Dr. Mohindru, 110,000; Mr. Young, 172,895; Mr. Meyers, 132,000; Dr. Jones, 132,000; Ms. Gilbert, 130,000; and Dr. Ashworth, 90,000. Other than these options, none of our existing non-employee directors held any other equity awards in the Company on that date.

(2)

Dr. Su was appointed to our Board on March 20, 2024 and, accordingly, as of December 31, 2023, had not received any compensation.

(1)

Mr. Young was reappointed as the Lead Independent Director of our Board in December 2023.

(1)

In March 2023, Dr. Belvin was promoted to Chief Scientific Officer of the Company.

(1)

In connection with her promotion to Chief Scientific Officer of the Company, Dr. Belvin received as additional grant of 60,000 RSUs that vest annually in 25% increments over 4 years of continuous employment and had a grant date fair value of $104,400.

(1)

The amounts reported in this column reflect the grant date fair value of restricted stock units and performance stock units granted to the named executive officers. The grant date fair values have been determined in accordance with FASB ASC Topic 718, and amounts reported for performance stock units assume achievement of performance goals at maximum. For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of restricted stock unit and performance stock unit awards contained in the Stock-based Compensation sub-section under Note 13 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2023.

(2)

The amounts reported in this column reflect the grant date fair value of option awards granted to the named executive officers. The grant date fair values have been determined in accordance with FASB ASC Topic 718. For the 2023 option grants, and a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of option awards contained in the Stock-based Compensation sub-section under Note 13 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2023.

(3)

These amounts include payments under our annual incentive bonus plan.

(4)

The amounts reported constitute 401(k) matching contributions.

(1)

This option vests in 1/48th increments beginning on the vesting commencement date, with each additional increment vesting on the last day of each month of continuous service following the vesting commencement date.

(2)

Beginning on the first anniversary of the commencement date, these RSUs will vest annually in 25% increments across four years of continuous employment with the Company. The market value of RSUs was determined based on $1.55 per share, which was the closing price of our common stock on December 29, 2023.

(3)

This option vests in 1/36th increments beginning on the vesting commencement date, with each additional increment vesting on the last day of each month of continuous service following the vesting commencement date.

(4)

Constitute PSUs earned based on performance that vest on the first anniversary of the vesting commencement date subject to continuous service through such date. The market value of the PSUs was determined based on $1.55 per share, which was the closing price of our common stock on December 29, 2023.

(5)

50% of these PSUs granted will vest within one year of the grant date upon achievement of certain specific milestones and the remaining 50% will vest within two years of the grant date upon achievement of additional company objectives. The market value of PSUs was determined based on $1.55 per share, which was the closing price of our common stock on December 29, 2023.

(6)

Beginning on the first anniversary of the commencement date, these RSUs will vest annually in 33% increments across three years of continuous employment with the Company. The market value of RSUs was determined based on $1.55 per share, which was the closing price of our common stock on December 29, 2023.

(7)

This option vests as to 25% of the total number of shares subject to the option on the first anniversary of the vesting commencement date and the remaining 75% of the total number of shares subject to the option will vest in 36 substantially equal installments on the last day of each of the 36 months following the first anniversary of the vesting commencement date, other than the final instalment which shall vest upon the executive officer’s continuous employment through each vesting date.

(1)

Represents the weighted average exercise price solely with respect to outstanding stock options.

(2)

In 2010, the Company adopted its 2010 Stock Incentive Plan (the “2010 Plan”) which provided for the granting of stock options to employees, directors and consultants of the Company. In February 2012, the Company adopted its 2011 Stock Incentive Plan (the “2011 Plan”). The 2011 Plan is divided into two separate equity programs, an option and stock appreciation rights grant program and a stock award program. In conjunction with adopting the 2011 Plan, the Company discontinued the 2010 Plan and released the shares reserved and still available under that plan. In connection with the consummation of the IPO in October 2015, the board of directors adopted the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) and the Company’s 2015 Employee Stock Purchase Plan (the “ESPP”). In conjunction with adopting the 2015 Plan, the Company discontinued the 2011 Plan with respect to new equity awards. The number of shares available for issuance under our 2015 Plan automatically increases on January 1, 2024 and January 1, 2025 by the lesser of 4% of the outstanding shares of our common stock as of such date or such smaller number of shares determined by our Board. The number of shares available for issuance under our ESPP automatically increases on January 1, 2024 and January 1, 2025 by the least of 675,000 shares, 1% of the outstanding shares of our common stock as of such date or such smaller number of shares determined by our Board.

(3)

The maximum number of shares of our common stock that could be issued with respect to the current purchase period under the ESPP which ends on May 31, 2024 is 208,921 shares and is not captured in column (a).

(4)

In September 2019, the Board adopted the 2019 Employment Inducement Incentive Plan (the “2019 Plan”) which provides for the grant of stock options and other equity awards to any employee who has not previously been an employee or director of the Company or who is commencing employment with the Company following a bona fide period of nonemployment by the Company (the “2019 Plan” and collectively with the 2010 Plan, 2011 Plan and 2015 Plan, the “Plans”). For a detailed discussion of the Plans, please see the discussion of option awards contained in the Stock-based Compensation sub-section under Note 13 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2023.

1.

Sean A. McCarthy, D. Phil. was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

2.

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

3.

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

4.

Assumes $100 was invested in the Company for the period starting December 31, 2020, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.