UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 67, 2024

Ambrx Biopharma, Inc.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	000-56600	93-2892120
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10975 North Torrey Pines Road, La Jolla, California, 92037

10975 North Torrey Pines Road

La Jolla, California

92037

(Address of Principal Executive Offices)

(Zip Code)

~~(Address~~Registrant’s ofTelephone ~~principal~~Number, ~~executive~~Including ~~offices~~Area ~~and~~Code: ~~zip code~~(858) 875-2400

~~Registrant’s telephone number, including area code: (858) 875-2400~~N/A

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~Report):

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	Trading Symbol	Name of Each Exchange on Which Registered
Title of each class	TradingSymbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 Par Value Per Share	AMAM	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~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Securities Holders.~~

OnAs ~~March~~previously reported in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 68, 2024, Ambrx Biopharma, Inc., a Delaware corporation (the “~~Ambrx~~Company”), ~~held~~entered ainto ~~special~~an ~~meeting~~Agreement and Plan of ~~stockholders~~Merger (the “~~Special~~Merger ~~Meeting~~Agreement”), ~~virtually~~dated ~~via~~January 5, ~~live~~2024, ~~webcast~~with Johnson & Johnson, a New Jersey corporation (“Johnson & Johnson”), and Charm Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Johnson & Johnson (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Johnson & Johnson. All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement.

AsOn ~~of the record date, February~~March 27, 2024, ~~there~~Merger ~~were~~Sub ~~63,360,173~~completed ~~shares~~its ofMerger ~~Ambrx~~with ~~common~~and ~~stock~~into ~~eligible to be voted at~~ the ~~Special Meeting. At the Special Meeting~~Company, ~~49,907,437~~pursuant ~~shares, or approximately 78.77% of all outstanding shares of Ambrx common stock eligible~~ to ~~be voted at~~ the ~~Special~~terms ~~Meeting,~~of ~~were present either in person via~~ the ~~virtual~~Merger ~~meeting webcast or by proxy~~Agreement. ~~Two~~The ~~matters~~Company ~~were~~was ~~voted upon at~~ the ~~Special~~surviving ~~Meeting,~~corporation ~~with~~in the ~~Board~~Merger of(the ~~Directors of Ambrx recommending a vote~~ “~~FOR~~Surviving Corporation”) ~~each of these proposals~~and, as ~~further~~a ~~described~~result, inis ~~the~~now ~~definitive~~a ~~proxy~~wholly ~~statement~~owned ~~filed~~subsidiary byof ~~Ambrx with the Securities and Exchange Commission (the “SEC”) on January~~Johnson ~~29,~~& ~~2024~~Johnson.

~~Proposal~~At ~~No. 1~~the effective time of the Merger (the “~~Merger~~Effective ~~Proposal~~Time”), ~~was~~each toshare ~~consider~~of ~~and~~common ~~vote~~stock, onpar ~~the~~value ~~proposal~~$0.0001 toper ~~adopt~~share, ~~the Agreement and Plan~~ of ~~Merger (~~the Company (“~~Merger~~Company ~~Agreement~~Shares”), ~~dated~~issued ~~January 5,~~and ~~2024,~~outstanding byimmediately ~~and~~prior ~~among~~to ~~Ambrx,~~the ~~Johnson &~~Effective ~~Johnson,~~Time a(other ~~New~~than ~~Jersey~~certain ~~corporation~~Company ~~(“Parent”),~~Shares ~~and~~cancelled ~~Charm~~pursuant ~~Merger~~to ~~Sub,~~the ~~Inc.,~~Merger aAgreement ~~Delaware~~and ~~corporation~~Company ~~and~~Shares awith ~~wholly~~respect ~~owned~~to ~~subsidiary~~which ofappraisal ~~Parent~~rights ~~(“Merger~~had ~~Sub”~~been exercised), ~~pursuant~~was converted into the right to ~~which~~receive ~~Merger~~cash ~~Sub~~in ~~will~~an ~~merge~~amount ~~with~~equal ~~and~~to ~~into~~$28.00 ~~Ambrx~~per share (the “Merger Consideration”), ~~with~~without ~~Ambrx~~interest ~~surviving~~and ~~the~~less ~~Merger~~any asapplicable ~~a wholly owned subsidiary of Parent~~withholdings.

~~Proposal~~Pursuant ~~No. 2 (the “Adjournment Proposal”) was~~ to ~~consider and vote on~~ the ~~proposal to adjourn the Special Meeting to a later date or dates as provided in the~~ Merger Agreement, ~~if necessary or appropriate, including to solicit additional votes if there were insufficient votes to adopt the Merger Agreement~~ at the ~~time~~Effective ofTime: ~~the Special Meeting.~~

~~The~~• ~~Merger~~Each ~~Proposal~~option to purchase Company Shares (each, a “Company Option”) that was then outstanding and unexercised as of immediately prior to the ~~Adjournment~~Effective ~~Proposal~~Time, ~~were~~whether ~~approved;~~vested ~~however~~or unvested, ~~because~~and which had a per share exercise price that was less than the Merger ~~Proposal~~Consideration was ~~approved,~~cancelled and converted into the ~~Adjournment~~right ~~Proposal~~to ~~was~~receive ~~not~~an ~~necessary.~~amount ~~The~~in ~~table~~cash ~~below~~(without ~~shows~~interest and less any applicable tax withholdings) equal to the ~~final~~product ~~voting~~of ~~results~~(i) ~~from~~the aggregate number of Company Shares underlying such Company Option immediately prior to the ~~Special~~Effective ~~Meeting.~~Time, and (ii) the excess of (A) the Merger Consideration over (B) the per share exercise price of such Company Option.

	For		Against		Abstain		BrokerNon-Votes
Proposal 1 – The Merger Proposal		49,901,801		4,386		1,250		0
Proposal 2 – The Adjournment Proposal		49,651,271		130,654		125,512		0

•

Each other Company Option that had a per share exercise price that was equal to or exceeded the amount of the Merger Consideration was cancelled for no consideration.

~~The~~• ~~approval~~Each award of ~~the~~restricted ~~Merger~~stock ~~Proposal~~units ~~satisfies~~(each, ~~the~~a ~~stockholder~~“Company ~~vote~~RSU ~~condition~~Award”) tothat ~~the~~was ~~consummation~~then outstanding as of ~~the~~immediately ~~Merger~~prior ~~under~~to the ~~Merger~~Effective ~~Agreement.~~Time Inwas ~~addition,~~cancelled asand ~~previously~~converted ~~disclosed,~~into the ~~waiting~~right ~~period~~to ~~under~~receive an amount in cash (without interest and less any applicable tax withholdings) equal to the ~~Hart-Scott-Rodino~~product ~~Antitrust~~of ~~Improvements~~(i) ~~Act~~the aggregate number of ~~1976,~~Company asShares ~~amended,~~underlying ~~expired~~such atCompany ~~11:59~~RSU pmAward onimmediately ~~February 21,~~prior ~~2024.~~to the Effective Time and (ii) the Merger Consideration.

~~Item~~The 7foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Merger Agreement, a copy of which is attached as Exhibit 2.011 ~~Regulation~~to FDthe ~~Disclosures~~Company’s Current Report on Form 8-K filed with the SEC on January 8, 2024 and the terms of which are incorporated herein by reference.

~~On March 6, 2024, Ambrx issued a press release announcing the Special Meeting voting results~~Item 1.02. ATermination ~~copy~~ of ~~the~~a ~~press~~Material ~~release~~Definitive ~~is attached as Exhibit 99~~Agreement.1 ~~to this Current Report on Form 8-K and incorporated herein by reference.~~

~~The~~In ~~information~~connection ~~contained~~with ~~in Exhibit 99.1 is being furnished, not filed, pursuant to this Item 7.01. Accordingly, such information will not be incorporated by reference into any filing filed by Ambrx under~~ the ~~Securities~~closing ~~Act~~ of ~~1933,~~the astransactions ~~amended,~~contemplated orby the ~~Securities~~Merger ~~Exchange Act of 1934~~Agreement, aseffective ~~amended, unless specifically identified therein~~ as ~~being incorporated by reference therein. The furnishing~~ of ~~the~~immediately ~~information~~prior ~~in this Current Report on Form 8-K with respect~~ to ~~Exhibit~~the ~~99.1~~Effective ~~is not intended to~~Time, ~~and~~the ~~does~~Company ~~not,~~terminated ~~constitute~~the ~~a determination or admission by~~ Ambrx ~~that such information is material or complete~~Biopharma, orInc. ~~that~~Amended ~~investors~~and ~~should~~Restated ~~consider~~2021 ~~this~~Employee ~~information~~Share ~~before~~Purchase ~~making an investment decision with respect to any security of Ambrx~~Plan.

~~Cautionary~~Item 2.01 ~~Statement~~Completion ~~Regarding~~of ~~Forward~~Acquisition ~~Looking~~or ~~Statements~~Disposition of Assets.

~~This~~The ~~Current~~disclosures ~~Report~~under ~~on Form 8-K includes certain “forward-looking statements” intended to qualify for~~ the ~~“safe~~Introductory ~~harbor” from liability established by the Private Securities Litigation Reform Act of 1995~~Note, asItem ~~amended~~3.01, ~~including,~~Item ~~but not limited to~~3.03, ~~statements~~Item ~~regarding the proposed transaction~~5. ~~Forward-looking statements may be identified by the words “intend~~01,” ~~“plan,”~~Item ~~“should,”~~5.02 ~~“could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “believe,” “will”~~ and ~~similar~~Item ~~expressions,~~5.03 are ~~based~~incorporated onherein ~~Ambrx’s~~by ~~current expectations, and are subject to inherent uncertainties, risks and assumptions that are difficult to predict~~reference. ~~Accordingly, you should not place undue~~

~~reliance on any forward-looking statements contained herein~~Item 3.01 ~~Factors~~Notice ~~that could cause actual results and outcomes to differ include, but are not limited to, the following risks and uncertainties relating to the proposed transaction: the occurrence~~ of ~~any~~Delisting ~~event, change,~~ or ~~other~~Failure ~~circumstances that could give rise~~ to ~~the~~Satisfy ~~termination of the merger agreement; the satisfaction of closing conditions to the transaction on~~ a ~~timely~~Continued ~~basis~~Listing Rule or ~~at all~~Standard; ~~uncertainties~~Transfer ~~as to the timing~~ of the transaction; the possibility that competing offers will be made; litigation relating to the transaction; the impact of the transaction on Ambrx’s business operations; incurrence of unexpected costs and expenses in connection with the transaction; financial or other setbacks if the transaction encounters unanticipated problems; and the risks that the proposed transaction diverts management’s attention from Ambrx’s ongoing business operationsListing.

~~Other~~The ~~important~~disclosures factors that could cause actual results and outcomes to differ materially from those expressed or implied include, but are not limited to, risks related to: Ambrx’s ability to execute on its strategy, including with respect to its R&D efforts, initiation of clinical trials and other anticipated milestones; the development and marketing approval of novel therapeutics, including potential delays in clinical trials and regulatory submissions and the fact that future clinical trial results/data may not be consistent with interim, initial or preliminary results/data or results/data from prior preclinical studies or clinical trials; Ambrx’s ability to fund operations as anticipated; and the additional risks and uncertainties set forth more fully under the ~~caption~~Introductory ~~“Risk~~Note Factors” in Ambrx’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023, and elsewhere in Ambrx’s reports filed with the SEC. Forward-looking statements contained in this communication are ~~made~~incorporated asherein ofby this date, and Ambrx undertakes no duty to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable lawreference.

On March 7, 2024, the Company (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and its intent to remove all Company Shares from the Nasdaq Global Select Market and (ii) requested that Nasdaq (A) halt trading of Company Shares effective before the opening of trading on March 7, 2024, and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Company Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Company Shares will be suspended from trading on the Nasdaq Global Select Market on March 8, 2024. Following the effectiveness of such Form 25, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting the termination of registration of the Company Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

As a result of the Merger, each Company Share issued and outstanding immediately prior to the Effective Time (except as described in the Introductory Note of this Current Report on Form 8-K) was converted, at the Effective Time, into the right to receive the Merger Consideration, without interest and less any applicable withholdings, in accordance with the terms of the Merger Agreement. Accordingly, at the Effective Time, the stockholders of such Company Shares ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.

Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 are incorporated herein by reference.

As a result of the consummation of the Merger, there was a change in control of the Company, and Johnson & Johnson, as the direct parent of Merger Sub, acquired 100% of the voting securities of the Company. The aggregate purchase price paid by Johnson & Johnson in the acquisition of the Company was approximately $2.0 billion in equity value, or $1.9 billion net of estimated cash acquired, which was fully funded by Johnson & Johnson through cash on hand.

To the knowledge of the Company, there are no arrangements which may at a subsequent date result in a further change in control of the Company.

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

The disclosures under the Introductory Note are incorporated herein by reference.

In connection with the consummation of the Merger and as contemplated by the Merger Agreement, as of the Effective Time, each of the directors of the Company (Stephen C. Glover; Daniel J. O’Connor; Kate Hermans; Janet Loesberg, Pharm. D.; Paul V. Maier; and Margaret R. Dalesandro, Ph.D.) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors. These resignations were not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies or practices.

In connection with the consummation of the Merger and as contemplated by the Merger Agreement, as of the Effective Time, the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time were Johan Verbeeck and Allen Y. Kim.

Immediately following the consummation of the Merger, Mr. O’Connor, the Company’s President and Chief Executive Officer, ceased to be employed with the Company. In connection with such cessation of employment, Mr. O’Connor is entitled to the severance payments and benefits provided in connection with a Change of Control Termination (as defined in, and subject to the terms and conditions of, Section 7(b) of the Amended and Restated Executive Employment Agreement, dated as of December 1, 2023, between Mr. O’Connor and the Company, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 1, 2023 and the terms of which are incorporated herein by reference). In addition, and on account of such termination of employment, Mr. O’Connor will be entitled to the accelerated vesting and payment of his restricted cash award from the Company, in the gross amount of $10,500,000.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

The disclosures under the Introductory Note are incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of Annex A to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”).

In addition, pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced by references to the name of the Surviving Corporation and the indemnification provisions were conformed to the indemnification provisions of the Company’s bylaws as in effect immediately prior to the Effective Time (the “Amended and Restated Bylaws”).

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
ExhibitNumber		Description
99.1		Press Release, dated March 6, 2024.
2.1		Agreement and Plan of Merger, dated as of January 5, 2024, by and among Johnson & Johnson, Charm Merger Sub, Inc. and Ambrx Biopharma, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 8, 2024).*
3.1		Amended and Restated Certificate of Incorporation of Ambrx Biopharma, Inc., dated March 7, 2024.
3.2		Amended and Restated Bylaws of Ambrx Biopharma, Inc., dated March 7, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Schedules (or similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request.

SIGNATURES

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

~~Dated:~~AMBRX ~~March 6~~BIOPHARMA, ~~2024~~INC. By: /s/ Sonja Nelson Name: Sonja Nelson Title: Chief Financial Officer

~~Ambrx~~Dated: ~~Biopharma~~March 7, ~~Inc.~~2024 ~~By: /s/ Sonja Nelson Name: Sonja Nelson Title: Chief Financial Officer~~

Filing Compare · Ambrx Biopharma, Inc.