CytomX Therapeutics (CTMX) risk factors, FY2025 10-K

CytomX Therapeutics's FY2025 10-K, filed Mar 16, 2026, lists 83 risk factors in 4 groups. Against the prior year's 81: 11 new, 9 dropped, 21 substantially reworded.

Risk factors listed
834 groups
New this year
11vs 81 last year
Dropped
9since the prior 10-K
Substantially reworded
21of those kept
Section length
37k wordsItem 1A

What the changes say

  • CytomX faces significant funding runway pressures, relying on $137.1 million to fund operations into the second quarter of 2027.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business

    uncertainties of potential legislation under the new administration, may continue to make it difficult for biotechnology companies to raise additional funds. We cannot predict when or if market conditions will change

    New administration policies and legislation may hinder fundraising for biotechnology companies, while our $137.1 million in cash funds operations into Q2 2027.

  • NewRisks Related to Our Business

    and ultimately commercialize such product candidates, or experience significant delays in doing so, our business will be materially harmed

    We are in early-stage development with Varseta-M and CX-801, have no marketed products, and must conduct extensive clinical trials before commercialization.

  • NewRisks Related to Our Business

    applicable regulations and guidelines. The delays associated with the verification of a new manufacturer could negatively affect our ability to develop product candidates in a timely manner or within budget

    We rely on third-party manufacturers and any delays in verifying new manufacturers could negatively affect our product development.

  • NewRisks Related to Our Business

    for personnel from other companies, universities, public and private research institutions, government entities and other organizations in the biotechnology industry across the country and especially in the San Francisco Bay Area

    We currently lack sales, marketing, or distribution capabilities and will need to build them or partner with third parties if our product candidates are approved.

  • NewRisks Related to Intellectual Property

    manufacturers, consultants, advisors and other third parties. We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants that obligate them to maintain confidentiality and assign their inventions to us

    We risk loss of trade secrets and proprietary information due to potential breaches by employees, consultants, or partners, especially in countries at high risk of theft.

  • NewRisks Related to Government Regulation

    could be subject to labeling and other restrictions and market withdrawal and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our products

    Approved products remain subject to ongoing cGMP and GCP regulatory requirements, labeling restrictions, post-marketing testing, and potential withdrawal penalties.

  • NewRisks Related to Government Regulation

    companies, including us, to raise funds from investors for or to obtain collaboration partners who assist us in the funding of research and development of future medicines

    The One Big Beautiful Bill Act reduces Medicaid funding, and Trump administration policies threaten pharmaceutical revenues through tariff threats and pricing pressures.

  • NewRisks Related to Government Regulation

    Our business may be affected by the evolving regulatory framework for AI Technologies

    We use artificial intelligence and machine learning technologies, which introduce emerging regulatory, cybersecurity, and operational risks.

  • NewRisks Related to Government Regulation

    the sale of the product in that country. Adverse pricing limitations may hinder our ability to recoup our investment in one or more product candidates, even if our product candidates obtain regulatory approval

    Coverage and reimbursement from government authorities and private insurers may be insufficient or require predetermined discounts, hindering our commercialization.

  • NewRisks Related to Ownership of Our Common Stock

    inappropriate disclosure of Confidential Information, we could incur liability, recovery of our data could take a prolonged period of time, and the development of our research or product candidates could be delayed

    We and our third-party service providers are subject to cyberattacks and security incidents that could disrupt our development programs and compromise confidential information.

  • NewRisks Related to Ownership of Our Common Stock

    Ongoing or future international conflicts could adversely affect our business, financial condition, and results of operations

    Armed conflicts globally could adversely affect the global economy, financial markets, supply chains, logistics, and our business operations.

Dropped

  • DroppedRisks Related to Our Business

    the cost and timing of regulatory approvals; and

    The cost and timing of regulatory approvals.

  • DroppedRisks Related to Our Business

    biotechnology companies “of concern”, including a third-party manufacturer we use for certain product candidates, without losing the ability to contract with, or otherwise receive funding from, the U.S. government

  • DroppedRisks Related to Intellectual Property

    Russia, we may be unable in the future to pay for the prosecution of patent applications or the maintenance of existing patents in Russia. As a result of these actions, we may not be able to protect our technology from unlicensed use in Russia

  • DroppedRisks Related to Government Regulation

    physician training and communication plans or additional elements to ensure safe use, such as restricted distribution methods, patient registries and other risk minimization tools

  • DroppedRisks Related to Government Regulation

    federal government in addition to requiring drug and therapeutic biologics manufacturers to report information related to payments to physicians and other healthcare providers or marketing expenditures and pricing information

  • DroppedRisks Related to Government Regulation

    accelerated approval from the FDA, if our confirmatory trials do not verify clinical benefit, or if we do not comply with rigorous post-marketing requirements, the FDA may seek to withdraw any accelerated approval we have obtained

  • DroppedRisks Related to Government Regulation

    therapeutic biologic nor gives the drug or therapeutic biologic any advantage in the regulatory review or approval process. In addition, while we may seek Orphan Drug Designation for our product candidates, we may never receive such designations

  • DroppedRisks Related to Ownership of Our Common Stock

    The ongoing armed conflict between Russia and Ukraine or other international conflicts could adversely affect our business, financial condition, and results of operations

  • DroppedRisks Related to Ownership of Our Common Stock

    blocking of Russia’s foreign currency reserves as well as expansion of sectoral sanctions and export and trade restrictions, limitations on investments and access to capital markets, and bans on various Russian imports

    Biotechnology companies of concern restrictions involving third-party manufacturers outside the United States.

Reworded

  • 89% rewrittenRisks Related to Intellectual Property

    We may not be able to protect our intellectual property rights throughout the world

    Refined wording regarding global intellectual property protection and competitor exports into territories with patent enforcement difficulties.

  • 84% rewrittenRisks Related to Intellectual Property

    If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed

    Streamlined trade secret protection disclosures regarding non-disclosure agreements with employees, collaborators, and contract manufacturers.

  • 81% rewrittenRisks Related to Government Regulation

    Even if we are able to commercialize any product candidate, such product candidate may become subject to unfavorable pricing regulations or third-party coverage and reimbursement policies, which would harm our business

    Updated pricing regulations and reimbursement policies context for commercialized product candidates across foreign and domestic markets.

  • 78% rewrittenRisks Related to Our Business

    collaborators electing to not pursue development and commercialization of our product candidates

    Added a potential conditional outcome concerning collaborators electing not to pursue development and commercialization of product candidates.

  • 62% rewrittenRisks Related to Government Regulation

    Healthcare legislative reform measures may have a material and adverse effect on our business and results of operations

    Maintained core legislative healthcare reform risk language regarding the Affordable Care Act and cost-containment initiatives.

  • 60% rewrittenRisks Related to Ownership of Our Common Stock

    Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval

    Executive officers, directors, and 5% stockholders increased beneficial ownership from 33% as of December 31, 2024 to 46% as of December 31, 2025.

  • 55% rewrittenRisks Related to Government Regulation

    We may seek and fail to obtain fast track or breakthrough therapy designations for our current or future product candidates. If we are successful, these programs may not lead to a faster development or regulatory review process, and they do not guarantee we will receive approval for any product candidate

    Retained fast track and breakthrough therapy designation risks and the lack of guaranteed expedited review or approval.

  • 54% rewrittenRisks Related to Our Business

    We will continue to conduct clinical trials and contract with third-party manufacturers in foreign countries, including Europe and China, which could expose us to risks that could have a material adverse effect on the success of our business

    Removed South Korea as an active foreign clinical trial jurisdiction, leaving Europe as the noted international location alongside the United States.

    Was: We will continue to conduct clinical trials and contract with third-party manufacturers in foreign countries, including China, which could expose us to risks that could have a material adverse effect on the success of our business

  • 53% rewrittenRisks Related to Ownership of Our Common Stock

    Our information technology systems, or those of our CROs or other contractors or consultants we may utilize, may fail, suffer disruptions or suffer security breaches, which could result in a material disruption of our product development programs

  • 52% rewrittenRisks Related to Our Business

    Any inability to attract and retain qualified key management and technical personnel would impair our ability to implement our business plan

  • 39% rewrittenRisks Related to Government Regulation

    such authorities may not accept a submission due to, among other reasons, the content or formatting of the submission

  • 39% rewrittenRisks Related to Government Regulation

    If we or our collaborators, manufacturers or service providers fail to comply with healthcare laws and regulations, we or they could be subject to enforcement actions, which could affect our ability to develop, market and sell our products and may harm our reputation

  • 39% rewrittenRisks Related to Our Business

    Because we have no long-term contracts with and rely on third-party manufacturing and supply partners, most of which are sole source suppliers, our supply of research and development, preclinical and clinical development materials may become limited or interrupted or may not be of satisfactory quantity or quality

  • 33% rewrittenRisks Related to Ownership of Our Common Stock

    Our failure to meet the continued listing requirements of the Nasdaq Global Select Market, including minimum stock price requirements, could result in a delisting of our common stock

  • 29% rewrittenRisks Related to Ownership of Our Common Stock

    The future issuance of equity or of debt securities that are convertible into equity will dilute our share capital

  • 29% rewrittenRisks Related to Government Regulation

    Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, results of operations, and financial condition

  • 26% rewrittenRisks Related to Intellectual Property

    If we are not able to obtain and enforce patent protection for our technologies or product candidates, development and commercialization of our product candidates may be adversely affected

  • 23% rewrittenRisks Related to Government Regulation

    We may seek Orphan Drug Designation for some of our product candidates, and we may be unsuccessful or may be unable to maintain the benefits associated with Orphan Drug Designation, including the potential for market exclusivity

  • 21% rewrittenRisks Related to Government Regulation

    Our product candidates for which we intend to seek approval as biologic products may face competition sooner than anticipated

  • 21% rewrittenRisks Related to Our Business

    If our collaborators cease development efforts under our collaboration agreements, or if any of those agreements are terminated, these collaborations may fail to lead to commercial products and we may never receive milestone payments or future royalties under these agreements

  • 21% rewrittenRisks Related to Our Business

    We may expend our limited resources to pursue a particular product candidate and fail to capitalize on product candidates that may be more profitable or for which there is a greater likelihood of success

All 83 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

  1. 01uncertainties of potential legislation under the new administration, may continue to make it difficult for biotechnology companies to raise additional funds. We cannot predict when or if market conditions will changeNew
  2. 02our efforts to enhance operational systems and hire additional personnel, including personnel to support development and commercialization of our product candidates and satisfy our obligations as a public company
  3. 03collaborators electing to not pursue development and commercialization of our product candidates78% rewritten
  4. 04and ultimately commercialize such product candidates, or experience significant delays in doing so, our business will be materially harmedNew
  5. 05varying interpretations of data by the FDA and similar foreign regulatory agencies
  6. 06our reputation may suffer
  7. 07If we experience delays or difficulties in the enrollment of patients in clinical trials, our receipt of necessary regulatory approvals could be delayed or prevented
  8. 08the proximity and availability of clinical trial sites for prospective patients
  9. 09We will continue to conduct clinical trials and contract with third-party manufacturers in foreign countries, including Europe and China, which could expose us to risks that could have a material adverse effect on the success of our business54% rewritten
  10. 10Because we have no long-term contracts with and rely on third-party manufacturing and supply partners, most of which are sole source suppliers, our supply of research and development, preclinical and clinical development materials may become limited or interrupted or may not be of satisfactory quantity or quality39% rewritten
  11. 11applicable regulations and guidelines. The delays associated with the verification of a new manufacturer could negatively affect our ability to develop product candidates in a timely manner or within budget New
  12. 12in the event of approval to market and commercialize a product candidate, an inability to meet commercial demands for our products
  13. 13We, or third-party manufacturers, may be unable to successfully scale-up manufacturing of our product candidates in sufficient quality and quantity, which would delay or prevent us from developing our product candidates and commercializing approved products, if any
  14. 14Our approach to the discovery and development of our therapeutic treatments is based on novel technologies that are unproven and may not result in marketable products
  15. 15Additionally, we entered into a collaboration with Moderna for the development of mRNA based product candidates. We do not know whether our PROBODY platform will be able to successfully develop product candidates utilizing this mRNA technology
  16. 16The market may not be receptive to our product candidates based on a novel therapeutic modality, and we may not generate any future revenue from the sale or licensing of product candidates
  17. 17If any product candidate we commercialize fails to achieve market acceptance, it could have a material and adverse effect on our business, financial condition, results of operations and prospects
  18. 18collaborations may be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization of the applicable product candidates
  19. 19If our collaborators cease development efforts under our collaboration agreements, or if any of those agreements are terminated, these collaborations may fail to lead to commercial products and we may never receive milestone payments or future royalties under these agreements21% rewritten
  20. 20If we do not achieve our projected development and commercialization goals in the timeframes we announce, and expect the commercialization of any of our product candidates may be delayed, or never attained, and our business will be harmed
  21. 21We may not successfully engage in strategic transactions, including any additional collaborations we seek, which could adversely affect our ability to develop and commercialize product candidates, impact our cash position, increase our expenses and present significant distractions to our management
  22. 22If we are unable to successfully develop companion diagnostic tests for certain of our product candidates, or experience significant delays in doing so, we may not realize the full commercial potential of our product candidates
  23. 23We may expend our limited resources to pursue a particular product candidate and fail to capitalize on product candidates that may be more profitable or for which there is a greater likelihood of success21% rewritten
  24. 24We may experience difficulties in managing our growth and expanding when needed
  25. 25Any inability to attract and retain qualified key management and technical personnel would impair our ability to implement our business plan52% rewritten
  26. 26for personnel from other companies, universities, public and private research institutions, government entities and other organizations in the biotechnology industry across the country and especially in the San Francisco Bay AreaNew
  27. 27Price controls imposed in foreign markets may adversely affect our future profitability
  28. 28Our business entails a significant risk of product liability and our ability to obtain sufficient insurance coverage could have a material and adverse effect on our business, financial condition, results of operations and prospects
  29. 29Our employees and independent contractors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements
  30. 30Our current operations are concentrated in one location, and we or the third parties upon whom we depend may be adversely affected by earthquakes or other natural disasters and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster
  31. 31Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the U.S
  32. 32Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited

Risks Related to Intellectual Property

  1. 33If we are not able to obtain and enforce patent protection for our technologies or product candidates, development and commercialization of our product candidates may be adversely affected26% rewritten
  2. 34We or our licensors, or our collaborators are the first to file patent applications covering certain aspects of our inventions
  3. 35The patents of others will not have a material or adverse effect on our business, financial condition, results of operations and prospects
  4. 36Other companies or organizations may challenge our or our licensors’ patent rights or may assert patent rights that prevent us from developing and commercializing our products
  5. 37We may not be able to protect our intellectual property rights throughout the world89% rewritten
  6. 38Intellectual property litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities
  7. 39If we fail to comply with our obligations under any license, collaboration or other agreements, we may be required to pay damages and could lose our rights to intellectual property rights that are necessary for developing and protecting our product candidates or we could lose certain rights to grant sublicenses
  8. 40If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed84% rewritten
  9. 41manufacturers, consultants, advisors and other third parties. We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants that obligate them to maintain confidentiality and assign their inventions to usNew
  10. 42If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected

Risks Related to Government Regulation

  1. 43We may be unable to obtain or be delayed in obtaining U.S. or foreign regulatory approval and, as a result, be unable or delayed in being able to commercialize our product candidates
  2. 44such authorities may not accept a submission due to, among other reasons, the content or formatting of the submission39% rewritten
  3. 45could be subject to labeling and other restrictions and market withdrawal and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our productsNew
  4. 46injunctions or the imposition of civil or criminal penalties
  5. 47Our product candidates for which we intend to seek approval as biologic products may face competition sooner than anticipated21% rewritten
  6. 48Healthcare legislative reform measures may have a material and adverse effect on our business and results of operations62% rewritten
  7. 49companies, including us, to raise funds from investors for or to obtain collaboration partners who assist us in the funding of research and development of future medicinesNew
  8. 50If we or our collaborators, manufacturers or service providers fail to comply with healthcare laws and regulations, we or they could be subject to enforcement actions, which could affect our ability to develop, market and sell our products and may harm our reputation39% rewritten
  9. 51Actual or perceived failures to comply with applicable data protection, privacy and security laws, regulations, standards and other requirements could adversely affect our business, results of operations, and financial condition29% rewritten
  10. 52Our business may be affected by the evolving regulatory framework for AI TechnologiesNew
  11. 53Even if we are able to commercialize any product candidate, such product candidate may become subject to unfavorable pricing regulations or third-party coverage and reimbursement policies, which would harm our business81% rewritten
  12. 54the sale of the product in that country. Adverse pricing limitations may hinder our ability to recoup our investment in one or more product candidates, even if our product candidates obtain regulatory approvalNew
  13. 55We may seek and fail to obtain fast track or breakthrough therapy designations for our current or future product candidates. If we are successful, these programs may not lead to a faster development or regulatory review process, and they do not guarantee we will receive approval for any product candidate55% rewritten
  14. 56We may seek Orphan Drug Designation for some of our product candidates, and we may be unsuccessful or may be unable to maintain the benefits associated with Orphan Drug Designation, including the potential for market exclusivity23% rewritten

Risks Related to Ownership of Our Common Stock

  1. 57Our quarterly operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause our stock price to fluctuate or decline
  2. 58revenue to be recognized in 2026 and future years may be significantly lower than 2025 as collaboration research terms come to an end
  3. 59If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 in a timely manner or with adequate compliance, we may be subject to a loss of stockholder confidence and sanctions or investigations by regulatory authorities or litigation
  4. 60Our stock price may be volatile and purchasers of our common stock could incur substantial losses
  5. 61general economic, industry and market conditions
  6. 62The future issuance of equity or of debt securities that are convertible into equity will dilute our share capital29% rewritten
  7. 63The employment agreements with our executive officers may require us to pay severance benefits to officers in connection with termination of employment or upon a change of control of us, which could harm our financial condition
  8. 64An active market for our common stock may not be maintained
  9. 65Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval60% rewritten
  10. 66Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management
  11. 67the authority of the board of directors to issue preferred stock with such terms as the board of directors may determine
  12. 68We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives and corporate governance practices
  13. 69Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain
  14. 70Our failure to meet the continued listing requirements of the Nasdaq Global Select Market, including minimum stock price requirements, could result in a delisting of our common stock33% rewritten
  15. 71We may incur significant costs from class action litigation due to our expected stock volatility
  16. 72Any future pandemic could adversely impact our business, including our research, development, including clinical trials, manufacturing and financial condition
  17. 73We cannot be certain of the impact of any future pandemic on our business or make any assurance that research, development or manufacturing of our product candidates will not be delayed, discontinued or otherwise impacted
  18. 74Adverse U.S. and multi-national financial market conditions may adversely affect our business and financial position
  19. 75We may acquire assets or form strategic alliances in the future, and we may not realize the benefits of such acquisitions
  20. 76any unanticipated liabilities for activities of or related to the acquired business or its operations, products or product candidates
  21. 77Our future growth may depend, in part, on our ability to operate in foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties
  22. 78Our information technology systems, or those of our CROs or other contractors or consultants we may utilize, may fail, suffer disruptions or suffer security breaches, which could result in a material disruption of our product development programs53% rewritten
  23. 79inappropriate disclosure of Confidential Information, we could incur liability, recovery of our data could take a prolonged period of time, and the development of our research or product candidates could be delayedNew
  24. 80Ongoing or future international conflicts could adversely affect our business, financial condition, and results of operationsNew
  25. 81If we do not comply with laws regulating the protection of the environment and health and human safety, our business could be adversely affected
  26. 82Changes in U.S. or foreign tax laws or regulations that are applied adversely to us may have a material adverse effect on our business, cash flow, financial condition or results of operations
  27. 83If securities or industry analysts do not publish research or reports about our business, or if they issue adverse or misleading opinions regarding our stock, our stock price and trading volume could decline

Other CytomX Therapeutics 10-Ks

  • FY2024 10-K risk factors
    81 risks

    Clinical development relies heavily on unproven PROBODY platforms and single-source foreign contract manufacturers. Collaborations with partners like Amgen, AbbVie, Regeneron, and Moderna drive key pipeline programs. Operations are concentrated in South San Francisco with key patent dependencies on Amgen, ImmunoGen, and UCSB.

    Filed Mar 06, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.