As filed with the Securities and Exchange Commission on January 27, 2017
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-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 | | 27-3521219 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
151 Oyster Point Blvd.
Suite 400
South San Francisco, CA 94080
(650)515-3185
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
CytomX Therapeutics, Inc. 2015 Equity Incentive Plan
CytomX Therapeutics, Inc. Employee Stock Purchase 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, address, including zip code, and telephone number, including area code, of agent for service)
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| Copies to: |
Cynthia J. Ladd Senior Vice President and General Counsel CytomX Therapeutics, Inc. 151 Oyster Point Blvd., Suite 400 South San Francisco, CA 94080 (650)515-3185 | | 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, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.
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| Large accelerated filer | | ☐ | | Accelerated filer | | ☒ |
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| Non-accelerated filer | | ☐ (Do not check if a smaller reporting company) | | Smaller reporting company | | ☐ |
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | | Amount to be Registered(1) | | Proposed Maximum
Offering Price Per Share(2) | | Proposed Maximum
Aggregate Offering Price Per Share | | Amount of
Registration Fee |
Common Stock, par value $0.00001 per share | | 1,459,606shares(3) | | $11.50 | | $16,785,469.00 | | $1,945.44 |
Common Stock, par value $0.00001 per share | | 364,901shares(4) | | $11.50 | | $4,196,361.50 | | $486.36 |
Total: | | 1,824,507 shares | | $11.50 | | $20,981,830.50 | | $2,431.80 |
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| (1) | 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”) and the CytomX Therapeutics, Inc. Employee Stock Purchase Plan (the “ESPP”) 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. |
| (2) | 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 January 23, 2017, which is $11.50. |
| (3) | Represents the additional shares of common stock available for future issuance under the 2015 Plan resulting from an annual increase as of January 1, 2017. |
| (4) | Represents the additional shares of common stock available for future issuance under the ESPP resulting from an annual increase as of January 1, 2017. |
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.
EXPLANATORY NOTE
This Registration Statement on FormS-8 is being filed for the purpose of registering an additional 1,824,507shares of the Registrant’s common stock issuable under the following employee benefit plans for which Registration Statements of the Registrant on FormS-8 (File Nos.333-207694 and333-209992) is effective: (i) the CytomX Therapeutics, Inc. 2015 Equity Incentive Plan, as a result of the operation of an automatic annual increase provision therein, which added 1,459,606shares of common stock, and (ii) the CytomX Therapeutics, Inc. Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 364,901shares of common stock.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON
FORMS-8
Pursuant to Instruction E of FormS-8, the contents of the Registration Statements on FormS-8 filed with the Securities and Exchange Commission on October 30, 2015 (File No. 333-207694) and March 7, 2016 (FileNo. 333-209992) are incorporated by reference herein; except for Items 3 and 8 which are being updated by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Securities and Exchange Commission (the “Commission”):
(1) the Registrant’s Annual Report on Form10-K for the fiscal year ended December 31, 2015, filed with the Commission on March 7, 2016;
(2) the Registrant’s Quarterly Report on Form10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016, filed with the Commission on May 6, 2016, August 3, 2016 and November 3, 2016, respectively;
(3) the information specifically incorporated by reference into the Registrant’s Annual Report on Form10-K for the year ended December 31, 2015 from the Registrant’s definitive proxy statement on Schedule 14A, filed with the SEC on April 28, 2016;
(4) the Registrant’s Current Reports on Form8-K filed with the SEC on January 20, 2016, March 7, 2016, April 21, 2016, April 28, 2016, June 13, 2016, December 5, 2016, December 13, 2016 and December 14, 2016; and
(5) the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form8-A filed with the Commission on October 6, 2015, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in South San Francisco, California, on this 27th day of January, 2017.
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| CytomX Therapeutics, Inc. |
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| By: | | /s/ Sean A. McCarthy |
| | Sean A. McCarthy, D.Phil. |
| | President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Sean A. McCarthy and Robert C. Goeltz, and each of them, with full power of substitution and full power to act without the other, his or her true and lawfulattorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Signature | | Title | | Date |
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/s/ Sean A. McCarthy Sean A. McCarthy, D.Phil | | President, Chief Executive Officer and Director (Principal Executive Officer) | | January 27, 2017 |
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/s/ Robert C. Goeltz II Robert C. Goeltz II | | Chief Financial Officer (Principal Financial and Accounting Officer) | | January 27, 2017 |
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/s/ Hoyoung Huh Hoyoung Huh, M.D. Ph.D. | | Director | | January 27, 2017 |
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/s/ Neil Exter Neil Exter | | Director | | January 27, 2017 |
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/s/ Frederick W. Gluck Frederick W. Gluck | | Director | | January 27, 2017 |
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/s/ Timothy M. Shannon Timothy M. Shannon, M.D. | | Director | | January 27, 2017 |
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Signature | | Title | | Date | |
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/s/ John A. Scarlett John A. Scarlett, M.D. | | Director | | | January 27, 2017 | |
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/s/ Matthew P. Young Matthew P. Young | | Director | | | January 27, 2017 | |
Exhibit Index
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| | | | | Incorporated by Reference | | Filed
Herewith |
Exhibit
Number | | Exhibit Description | | Form | | Date | | | Number | | |
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| 4.1 | | Amended and Restated Certificate of Incorporation. | | 8-K | | | 10/19/2015 | | | 3.1 | | |
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| 4.2 | | Amended and Restated Bylaws. | | 8-K | | | 10/19/2015 | | | 3.2 | | |
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| 4.3 | | Form of Common Stock Certificate. | | S-1/A | | | 9/28/2015 | | | 4.1 | | |
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| 5.1 | | Opinion of Latham & Watkins LLP. | | | | | | | | | | X |
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| 23.1 | | Consent of independent registered public accounting firm. | | | | | | | | | | X |
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| 23.2 | | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | | | | | | | | | | X |
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| 24.1 | | Power of Attorney. Reference is made to the signature page to the Registration Statement. | | | | | | | | | | X |
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| 99.1(a)# | | CytomX Therapeutics, Inc. 2015 Equity Incentive Plan. | | S-1/A | | | 10/6/2015 | | | 10.5 | | |
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| 99.1(b)# | | Form of Option Award Notice under the CytomX Therapeutics, Inc. 2015 Equity Incentive Plan. | | 10-Q | | | 11/23/2015 | | | 10.4 | | |
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| 99.1(c)# | | Form of Early Exercise Option Award Notice under the CytomX Therapeutics, Inc. 2015 Equity Incentive Plan. | | 10-Q | | | 11/23/2015 | | | 10.5 | | |
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| 99.2(a)# | | CytomX Therapeutics, Inc. Employee Stock Purchase Plan. | | S-1/A | | | 9/28/2015 | | | 10.6 | | |
#Indicates management contract or compensatory plan.
