0000921895-25-001981.txt : 20250709 0000921895-25-001981.hdr.sgml : 20250709 20250709195301 ACCESSION NUMBER: 0000921895-25-001981 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250709 DATE AS OF CHANGE: 20250709 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CytomX Therapeutics, Inc. CENTRAL INDEX KEY: 0001501989 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 273521219 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89140 FILM NUMBER: 251114598 BUSINESS ADDRESS: STREET 1: 151 OYSTER POINT BLVD. STREET 2: SUITE 400 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650.515.3185 MAIL ADDRESS: STREET 1: 151 OYSTER POINT BLVD. STREET 2: SUITE 400 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] ORGANIZATION NAME: 02 Finance EIN: 363924731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SCHEDULE 13G/A 1 primary_doc.xml SCHEDULE 13G/A 0000921895-22-000008 0000918923 XXXXXXXX LIVE 4 Common Stock, $0.00001 par value per share 06/30/2025 0001501989 CytomX Therapeutics, Inc. 23284F105 151 OYSTER POINT BLVD. SUITE 400 SOUTH SAN FRANCISCO CA 94080 Rule 13d-1(c) BIOTECHNOLOGY VALUE FUND L P a DE 0.00 6148026.00 0.00 6148026.00 6148026.00 N 3.8 PN BVF I GP LLC a DE 0.00 6148026.00 0.00 6148026.00 6148026.00 N 3.8 OO BIOTECHNOLOGY VALUE FUND II LP a DE 0.00 4702892.00 0.00 4702892.00 4702892.00 N 2.9 PN BVF II GP LLC a DE 0.00 4702892.00 0.00 4702892.00 4702892.00 N 2.9 OO Biotechnology Value Trading Fund OS LP a E9 0.00 541232.00 0.00 541232.00 541232.00 N 0.3 PN BVF Partners OS Ltd. a E9 0.00 541232.00 0.00 541232.00 541232.00 N 0.3 CO BVF GP HOLDINGS LLC a DE 0.00 10850918.00 0.00 10850918.00 10850918.00 N 6.4 OO BVF PARTNERS L P/IL a DE 0.00 11538462.00 0.00 11538462.00 11538462.00 N 6.8 IA PN BVF INC/IL a DE 0.00 11538462.00 0.00 11538462.00 11538462.00 N 6.8 CO LAMPERT MARK N a X1 0.00 11538462.00 0.00 11538462.00 11538462.00 N 6.8 IN CytomX Therapeutics, Inc. 151 Oyster Point Blvd., Suite 400, South San Francisco, CA 94080 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. Mark N. Lampert ("Mr. Lampert") Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Biotechnology Value Fund, L.P. 44 Montgomery St., 40th Floor San Francisco, California 94104 BVF I GP LLC 44 Montgomery St., 40th Floor San Francisco, California 94104 Biotechnology Value Fund II, L.P. 44 Montgomery St., 40th Floor San Francisco, California 94104 BVF II GP LLC 44 Montgomery St., 40th Floor San Francisco, California 94104 Biotechnology Value Trading Fund OS LP PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands BVF Partners OS Ltd. PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands BVF GP Holdings LLC 44 Montgomery St., 40th Floor San Francisco, California 94104 BVF Partners L.P. 44 Montgomery St., 40th Floor San Francisco, California 94104 BVF Inc. 44 Montgomery St., 40th Floor San Francisco, California 94104 Mark N. Lampert 44 Montgomery St., 40th Floor San Francisco, California 94104 Biotechnology Value Fund, L.P. Delaware BVF I GP LLC Delaware Biotechnology Value Fund II, L.P. Delaware BVF II GP LLC Delaware Biotechnology Value Trading Fund OS LP Cayman Islands BVF Partners OS Ltd. Cayman Islands BVF GP Holdings LLC Delaware BVF Partners L.P. Delaware BVF Inc. Delaware Mark N. Lampert United States Y As of the close of business on June 30, 2025, the Reporting Persons and a certain Partners managed account (the "Partners Managed Account") held certain Tranche 1 Warrants (the "Tranche 1 Warrants") exercisable for an aggregate of 5,769,231 Shares. The Tranche 1 Warrants are exercisable at any time at an exercise price of $2.73 per Share and expire on July 3, 2025. The exercise of the Tranche 1 Warrants is subject to the limitations of the Warrants Blocker (as defined below). As of the close of business on June 30, 2025, the Warrants Blocker did not prohibit the exercise of any of the Tranche 1 Warrants held by the Reporting Persons and the Partners Managed Account. As of the close of business on June 30, 2025, the Reporting Persons and the Partners Managed Account held certain Tranche 2 Warrants (the "Tranche 2 Warrants" and together with the Tranche 1 Warrants, the "Warrants") exercisable for an aggregate of 5,769,231 Shares. The Tranche 2 Warrants are exercisable at any time at an exercise price of $3.77 per Share and expire on July 3, 2026. The exercise of the Tranche 2 Warrants is subject to the limitations of the Warrants Blocker. As of the close of business on June 30, 2025, the Warrants Blocker did not prohibit the exercise of any of the Tranche 2 Warrants held by the Reporting Persons and the Partners Managed Account. A holder of Warrants will not have the right to exercise any portion of its Warrants to the extent that the holder (together with its affiliates) would beneficially own more than 9.99% of the Shares outstanding immediately after such exercise (the "Warrants Blocker"). As of the close of business on June 30, 2025, (i) BVF beneficially owned 6,148,026 Shares, consisting of (a) 3,074,013 Shares underlying the Tranche 1 Warrants held by it and (b) 3,074,013 Shares underlying the Tranche 2 Warrants held by it; (ii) BVF2 beneficially owned 4,702,892 Shares, consisting of (a) 2,351,446 Shares underlying the Tranche 1 Warrants held by it and (b) 2,351,446 Shares underlying the Tranche 2 Warrants held by it; and (iii) Trading Fund OS beneficially owned 541,232 Shares, consisting of (a) 270,616 Shares underlying the Tranche 1 Warrants held by it and (b) 270,616 Shares underlying the Tranche 2 Warrants held by it. BVF GP, as the general partner of BVF, may be deemed to beneficially own the 6,148,026 Shares beneficially owned by BVF. BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 4,702,892 Shares beneficially owned by BVF2. Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 541,232 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 10,850,918 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 11,538,462 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, including 146,312 Shares held in the Partners Managed Account consisting of (a) 73,156 Shares underlying the Tranche 1 Warrants held by the Partners Managed Account and (b) 73,156 Shares underlying the Tranche 2 Warrants held by the Partners Managed Account. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 11,538,462 Shares beneficially owned by Partners. Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 11,538,462 Shares beneficially owned by BVF Inc. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. The following percentages are based upon a denominator that is the sum of: (i) 157,544,369 Shares outstanding as of May 13, 2025, which is the total number of Shares outstanding following the Issuer's public offering as reported in the Issuer's Prospectus filed with the Securities and Exchange Commission on May 12, 2025 and (ii) certain or all of the 11,538,462 Shares underlying the Warrants held by the Reporting Persons and the Partners Managed Account, as applicable. As of the close of business on June 30, 2025, (i) BVF beneficially owned approximately 3.8% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 2.9% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 3.8% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 2.9% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 6.4% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 6.8% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account). See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. Y N BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF and BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account. Y N See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on January 3, 2022. Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. BIOTECHNOLOGY VALUE FUND L P /s/ Mark N. Lampert 07/09/2025 BVF I GP LLC /s/ Mark N. Lampert 07/09/2025 BIOTECHNOLOGY VALUE FUND II LP /s/ Mark N. Lampert 07/09/2025 BVF II GP LLC /s/ Mark N. Lampert 07/09/2025 Biotechnology Value Trading Fund OS LP /s/ Mark N. Lampert 07/09/2025 BVF Partners OS Ltd. /s/ Mark N. Lampert 07/09/2025 BVF GP HOLDINGS LLC /s/ Mark N. Lampert 07/09/2025 BVF PARTNERS L P/IL /s/ Mark N. Lampert 07/09/2025 BVF INC/IL /s/ Mark N. Lampert 07/09/2025 LAMPERT MARK N /s/ Mark N. Lampert 07/09/2025