As filed with the Securities and Exchange Commission on February 24, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CytomX Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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2834
Primary Standard Industrial
Classification Code Number)
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27-3521219
(I.R.S. Employer
Identification Number)
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151 Oyster Point Blvd.
Suite 400
South San
Francisco, CA 94080
(Address of Principal Executive Offices) (Zip Code)
CytomX Therapeutics, Inc. 2015 Equity Incentive Plan
(Full Title of the Plan)
Sean A. McCarthy, D.Phil.
President and Chief Executive Officer
CytomX Therapeutics, Inc.
151 Oyster Point Blvd., Suite 400
South San Francisco, CA 94080
(650) 515-3185
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copies to:
Mark
V. Roeder, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo
Park, California 94025
(650) 328-4600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.00001 per share
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1,930,072 shares (3)
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$8.02
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$15,479,177.44
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$1,688.78
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Total:
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1,930,072 shares
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$8.02
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$15,479,177.44
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$1,688.78
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this
registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the CytomX Therapeutics, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) by reason of any stock dividend,
stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.
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(2)
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This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of
calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant is the average of the high and low prices for the registrant’s common stock as reported on The Nasdaq Global Select Market on
February 23, 2021, which is $8.02.
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(3)
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Represents the additional shares of common stock available for future issuance under the 2015 Plan resulting
from an annual increase as of January 1, 2021.
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Proposed sale to take place as soon after the effective date of
the
registration statement as awards under the plans are exercised and/or vest.