CTMX CytomX Therapeutics










Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2020



(Exact name of Registrant as Specified in Its Charter)







(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

151 Oyster Point Blvd.

Suite 400

South San Francisco, CA



(Address of Principal Executive Offices)


(Zip Code)

Registrant’s telephone number, including area code: (650) 515-3185


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class





Name of each exchange

on which registered

Common Stock, $0.00001 par value per share




Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 27, 2020, Halley Gilbert was appointed to the Board of Directors (the “Board”) of CytomX Therapeutics, Inc. (the “Company”), effective April 27, 2020, as a Class III director, with an initial term expiring at the Company’s 2021 annual meeting of stockholders, filling a vacancy.

Ms. Gilbert will receive the Company’s standard non-employee director compensation as described under “Director Compensation” in the Company’s preliminary proxy statement filed with the Securities and Exchange Commission on April 17, 2020. Pursuant to this program, upon appointment to the Board, Ms. Gilbert will receive an option under the Company’s 2015 Equity Incentive Plan to purchase 40,000 shares of the Company’s common stock with an exercise price of the closing price of the Company’s common stock on April 27, 2020, the effective date of Ms. Gilbert’s appointment. The option will vest and become exercisable as to 1/36th of the shares subject to the option on each monthly anniversary of the date of appointment to the Board, subject to Ms. Gilbert’s continued service to the Company through each applicable vesting date.

In connection with Ms. Gilbert’s appointment to the Board, the Company will enter into an indemnification agreement with Ms. Gilbert in accordance with the Company’s standard practice and pursuant to the form previously approved by the Board and the Company’s stockholders, which form was filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 28, 2015.

There have not been any transactions since the beginning of the Company’s last fiscal year, nor are there any proposed transactions, in which the Company was or is to be a participant involving amounts exceeding $120,000 and in which Ms. Gilbert had or will have a direct or indirect material interest. There are no arrangements or understandings between Ms. Gilbert and the Company or any other persons pursuant to which Ms. Gilbert was appointed as a director of the Company.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





Date: April 28, 2020





/s/ Lloyd Rowland




Lloyd Rowland

SVP, General Counsel