UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  



 
SCHEDULE 13G
 
  
 
Under the Securities Exchange Act of 1934
 
  
 
(Amendment No.  __)*
  

 
CytomX Therapeutics, Inc.
  
 
(Name of Issuer)
  

 
Common Stock
  
 
(Title of Class of Securities)
  

 
23284F105
  
 
(CUSIP Number)
  

 
May 2, 2024
  
 
(Date of Event which Requires Filing of this Statement)
  


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]
Rule 13d-1(b)
 
[x]
Rule 13d-1(c)
 
[ ]
Rule 13d-1(d)
 





___________________________________
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
Names of Reporting Persons.
 
Cormorant Global Healthcare Master Fund, LP
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Cayman Islands
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
6  Shared Voting Power
 
5,750,000 shares

Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
5,750,000 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,750,000 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
7.38%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)

1
Names of Reporting Persons.
 
Cormorant Global Healthcare GP, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
6  Shared Voting Power
 
5,750,000 shares

Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
5,750,000 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,750,000 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
7.38%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

1
Names of Reporting Persons.
 
Cormorant Asset Management, LP
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
6  Shared Voting Power
 
5,750,000 shares

Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
5,750,000 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,750,000 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
7.38%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Partnership)

1
Names of Reporting Persons.
 
Bihua Chen
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
United States
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
0 shares
6  Shared Voting Power
 
5,750,000 shares

Refer to Item 4 below.
7  Sole Dispositive Power
 
0 shares
8  Shared Dispositive Power
 
5,750,000 shares

Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,750,000 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
    [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
7.38%

Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
IN (Individual)

Item 1.
 
 
(a)
Name of Issuer
   
CytomX Therapeutics, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
   
 
151 Oyster Point Boulevard, Suite 400, South San Francisco, California 94080

Item 2.
 
 
(a)
Name of Person Filing
   

Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC
Cormorant Asset Management, LP
Bihua Chen
 
 
(b)
Address of Principal Business Office or, if none, Residence
   
 
200 Clarendon Street, 52nd Floor
Boston, MA 02116
 
 
(c)
Citizenship
   
 
Cormorant Global Healthcare Master Fund, LP - Cayman Islands
Cormorant Global Healthcare GP, LLC - Delaware
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States
 
 
(d)
Title of Class of Securities
   
Common Stock
 
 
(e)
CUSIP Number
     
   
23284F105

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
[ ]
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
 
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.
Ownership***
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount Beneficially Owned***
       
   
The information set forth in Row 9 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(a) for each such Reporting Person.
       
 
(b)
Percent of Class***
       
   
The information set forth in Row 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.
       
 
(c)
Number of shares as to which such person has: ***
       
   
(i)
sole power to vote or to direct the vote
       
   
(ii)
shared power to vote or to direct the vote
       
   
(iii)
sole power to dispose or to direct the disposition of
       
   
(iv)
shared power to dispose or to direct the disposition of
       
     
The information set forth in Rows 5 through 8 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.

*** Shares reported herein are for Cormorant Asset Management, LP represent shares which are beneficially owned by Cormorant Global Healthcare Master Fund, LP (the “Master Fund”). Cormorant Global Healthcare GP, LLC serves as the general partner of the Master Fund. Cormorant Asset

Management, LP serves as the investment manager to the Master Fund, and Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC and the general partner of Cormorant Asset Management, LP. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein.

The percentages reported herein with respect to the Reporting Persons’ holdings are calculated based upon a statement in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission (“SEC”) on May 8, 2024, that there were 77,919,369 shares of common stock of the Issuer outstanding as of May 6, 2024.

Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person

Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.
 
Item 8.
Identification and Classification of Members of the Group

Not applicable.
 
Item 9.
Notice of Dissolution of Group

Not applicable.
 
Item 10.
Certification
 
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.
 
Exhibits
Exhibit
 
99.1
Joint Filing Agreement by and among the Reporting Persons.
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
May 13, 2024
 

 
CORMORANT GLOBAL HEALTHCARE MASTER
 
FUND, LP
 
By:  
Cormorant Global Healthcare GP, LLC
 
 
its General Partner
 
 
 
 
By:
/s/ Bihua Chen
 
Bihua Chen, Managing Member
 
 
 
 
CORMORANT GLOBAL HEALTHCARE GP, LLC
 
 
 
 
By:
/s/ Bihua Chen
 
Bihua Chen, Managing Member
 
 
 
 
CORMORANT ASSET MANAGEMENT, LP
 
By:
Cormorant Asset Management GP, LLC
 
 
its General Partner
 
 
 
 
By:
/s/ Bihua Chen
 
Bihua Chen, Managing Member
 
 
 
 
/s/ Bihua Chen
 
Bihua Chen


Exhibit 99.1
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of May 13, 2024, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Asset Management, LP and Bihua Chen (collectively, the “Filers”).
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to common stock of CytomX Therapeutics, Inc. beneficially owned by them from time to time.
 
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.

 
CORMORANT GLOBAL HEALTHCARE MASTER
 
FUND, LP
 
By:
Cormorant Global Healthcare GP, LLC
 
 
its General Partner
 
 
 
 
By:  
/s/ Bihua Chen
 
Bihua Chen, Managing Member
 
 
 
 
CORMORANT GLOBAL HEALTHCARE GP, LLC
 
 
 
 
By:
/s/ Bihua Chen
 
Bihua Chen, Managing Member
 
 
 
 
CORMORANT ASSET MANAGEMENT, LP
 
By:
Cormorant Asset Management GP, LLC
 
 
its General Partner
 
 
 
 
By:
/s/ Bihua Chen
 
Bihua Chen, Managing Member
 
 
 
 
/s/ Bihua Chen
 
Bihua Chen


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