As filed with the Securities and Exchange Commission on March 7, 2018

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)

 

 

 

Delaware   2834   27-3521219

(State or other jurisdiction of

incorporation or organization)

 

Primary Standard Industrial

Classification Code Number)

 

(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)

 

 

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.

 

Large accelerated filer   ☐    Accelerated filer   ☒
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company   ☐
     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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☒

 

 

CALCULATION OF REGISTRATION FEE

 

 

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

  1,539,142   shares (3)     $32.33   $49,760,460.86   $6,195.18

Common Stock, par value $0.00001 per share

  384,785   shares  (4)   $32.33   $12,440,099.05   $1,548.79

Total:

  1,923,927 shares   $32.33   $62,200,559.91   $7,743.97

 

 

(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 March 6, 2018, which is $32.33.
(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, 2018.
(4) Represents the additional shares of common stock available for future issuance under the ESPP resulting from an annual increase as of January 1, 2018.

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 Form S-8 is being filed for the purpose of registering an additional 1,923,927 shares of the Registrant’s common stock issuable under the following employee benefit plans for which Registration Statements of the Registrant on Form S-8 (File Nos. 333-207694, 333-209992 and 333-215795) are 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 1,539,142 shares 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 384,785 shares of common stock.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on October 30, 2015 (File No. 333-207694), March 7, 2016 (File No. 333-209992) and January 27, 2017 (File No. 333-215795) are incorporated by reference herein; except for Item 8 which is being updated by this Registration Statement.

 

Item 8. Exhibits

 

        

Incorporated by Reference

  

Filed

Herewith

Exhibit

Number

  Exhibit Description    Form    Date    Number     
  4.1   Amended and Restated Certificate of Incorporation.    8-K    10/19/2015    3.1   
  4.2   Amended and Restated Bylaws.    8-K    10/19/2015    3.2   
  4.3   Form of Common Stock Certificate.    S-1/A    9/28/2015    4.1   
  4.4   Amended and Restated Investors’ Rights Agreement dated as of June   12, 2015, by and among CytomX Therapeutics, Inc. and the investors named therein.    S-1/A    8/28/2015    4.2   
  4.5   Registration Rights Agreement dated as of September  29, 2017 by and between CytomX Therapeutics, Inc. and Amgen, Inc.    10-Q    11/7/207    4.4   
  5.1   Opinion of Latham & Watkins LLP.             X
23.1   Consent of Ernst & Young LLP, Independent Registered Accounting Firm.             X
23.2   Consent of PricewaterhouseCoopers LLP, Independent Registered Accounting Firm             X
23.3   Consent of Latham & Watkins LLP (included in Exhibit 5.1).             X
24.1   Power of Attorney. Reference is made to the signature page to the Registration Statement.             X
99.1(a)#   CytomX Therapeutics, Inc. 2015 Equity Incentive Plan.    S-1/A    10/6/2015    10.5   
99.1(b)#   Form of Option Award Notice under the CytomX Therapeutics, Inc. 2015 Equity Incentive Plan.    10-Q    11/23/2015    10.4   
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   

 

# Indicates management contract or compensatory plan.

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 Form S-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 7 th day of March, 2018.

 

CytomX Therapeutics, Inc.
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 Debanjan Ray, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-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 said attorneys-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 said attorneys-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.

 

Signature

  

Title

 

Date

/s/ Sean A. McCarthy

Sean A. McCarthy, D.Phil

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

  March 7, 2018

/s/ Debanjan Ray

Debanjan Ray

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  March 7, 2018

/s/ Hoyoung Huh

Hoyoung Huh, M.D. Ph.D.

   Director   March 7, 2018

/s/ Charles S. Fuchs

Charles S. Fuchs, M.D., M.P.H.

   Director   March 7, 2018

/s/ Frederick W. Gluck

Frederick W. Gluck

   Director   March 7, 2018

/s/ Marion McCourt

Marion McCourt

   Director   March 7, 2018

/s/ John A. Scarlett

John A. Scarlett, M.D.

   Director   March 7, 2018

/s/ Matthew P. Young

Matthew P. Young

   Director   March 7, 2018
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