UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Securities Holders. |
On March 6, 2024, Ambrx Biopharma, Inc., a Delaware corporation (“Ambrx”), held a special meeting of stockholders (the “Special Meeting”) virtually via live webcast.
As of the record date, February 2, 2024, there were 63,360,173 shares of Ambrx common stock eligible to be voted at the Special Meeting. At the Special Meeting, 49,907,437 shares, or approximately 78.77% of all outstanding shares of Ambrx common stock eligible to be voted at the Special Meeting, were present either in person via the virtual meeting webcast or by proxy. Two matters were voted upon at the Special Meeting, with the Board of Directors of Ambrx recommending a vote “FOR” each of these proposals, as further described in the definitive proxy statement filed by Ambrx with the Securities and Exchange Commission (the “SEC”) on January 29, 2024.
Proposal No. 1 (the “Merger Proposal”) was to consider and vote on the proposal to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated January 5, 2024, by and among Ambrx, Johnson & Johnson, a New Jersey corporation (“Parent”), and Charm Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into Ambrx (the “Merger”), with Ambrx surviving the Merger as a wholly owned subsidiary of Parent.
Proposal 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 of the Special Meeting.
The Merger Proposal and the Adjournment Proposal were approved; however, because the Merger Proposal was approved, the Adjournment Proposal was not necessary. The table below shows the final voting results from the Special Meeting.
| For | Against | Abstain | Broker Non-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 | ||||||||||||
The approval of the Merger Proposal satisfies the stockholder vote condition to the consummation of the Merger under the Merger Agreement. In addition, as previously disclosed, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired at 11:59 pm on February 21, 2024.
| Item 7.01 | Regulation FD Disclosures. |
On March 6, 2024, Ambrx issued a press release announcing the Special Meeting voting results. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained 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 Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified therein as being incorporated by reference therein. The furnishing of the information in this Current Report on Form 8-K with respect to Exhibit 99.1 is not intended to, and does not, constitute a determination or admission by Ambrx that such information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of Ambrx.
Cautionary Statement Regarding Forward Looking Statements
This Current Report on Form 8-K includes certain “forward-looking statements” intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements regarding the proposed transaction. Forward-looking statements may be identified by the words “intend,” “plan,” “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “believe,” “will” and similar expressions, are based on Ambrx’s current expectations, and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Accordingly, you should not place undue
reliance on any forward-looking statements contained herein. Factors 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 event, change, or other circumstances that could give rise to the termination of the merger agreement; the satisfaction of closing conditions to the transaction on a timely basis or at all; uncertainties 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 operations.
Other important 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 “Risk 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 as of 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 law.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release, dated March 6, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: March 6, 2024
| Ambrx Biopharma, Inc. | ||
| By: | /s/ Sonja Nelson | |
| Name: | Sonja Nelson | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Ambrx Shareholders Approve Acquisition by Johnson & Johnson
SAN DIEGO, March 6, 2024 — Ambrx Biopharma, Inc., (“Ambrx” or the “Company”) (NASDAQ: AMAM), today announced that its shareholders approved a proposal to adopt the merger agreement entered into between the Company and Johnson & Johnson at its Special Meeting of Shareholders. As previously announced, under the terms of the transaction, Ambrx shareholders will receive $28.00 per share in cash in connection with the closing of the transaction.
Daniel J. O’Connor, Chief Executive Officer of Ambrx, said, “We want to thank our shareholders for their strong support of this transaction. With a steadfast focus on protein engineering innovation and some of the best ADC talent in the industry, we have transformed Ambrx and are advancing a promising pipeline unlike anything else in development today. We are thrilled to start this next chapter with Johnson & Johnson as we continue to treat cancers with high unmet needs.”
More than 99% of the votes cast at the Special Meeting were voted in favor of adopting the Merger Agreement. Ambrx will disclose the final vote results, as certified by the independent inspector of elections, on a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.
Ambrx now expects to complete the transaction on or about March 7, 2024, subject to the satisfaction of customary closing conditions.
About Ambrx Biopharma, Inc.
Ambrx is a clinical-stage biopharmaceutical company using an expanded genetic code technology platform to discover and develop next-generation antibody drug conjugates (ADCs) and other engineered therapies to modulate the immune system. Ambrx is advancing a focused portfolio of clinical and preclinical programs designed to optimize efficacy and safety in multiple cancer indications, including ARX517, its proprietary ADC targeting the prostate-specific membrane antigen (PSMA) and ARX788, its proprietary ADC targeting HER2. In addition, Ambrx has preclinical and clinical collaborations with multiple partners on drug candidates generated using Ambrx technology. Ambrx was spun out of The Scripps Research Institute in 2003 and has several other product candidates involving ADCs and other aspects of Ambrx’s protein engineering technology. For more information, please visit www.ambrx.com. Ambrx routinely posts information that may be important to investors on its website.
Forward Looking Statements
This press release includes certain “forward-looking statements” intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements regarding the proposed transaction. Forward-looking statements may be identified by the words “intend,” “plan,” “should,” “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “believe,” “will” and similar expressions, are based on Ambrx’s current expectations, and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. Factors 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 event, change, or other circumstances that could give rise to the termination of the merger agreement; the satisfaction of closing conditions to the transaction on a timely basis or at all; uncertainties as to the timing of the transaction; 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 operations.
Other important 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 “Risk 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 as of 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 law.
Contacts
INVESTORS
Mike Moyer
LifeSci Advisors
617-308-4306
mmoyer@lifesciadvisors.com
MEDIA
Nick Lamplough / Dan Moore / Tali Epstein
Collected Strategies
AMAM-CS@collectedstrategies.com
Document and Entity Information |
Mar. 06, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001990550 |
| Document Type | 8-K |
| Document Period End Date | Mar. 06, 2024 |
| Entity Registrant Name | Ambrx Biopharma, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-56600 |
| Entity Tax Identification Number | 93-2892120 |
| Entity Address, Address Line One | 10975 North Torrey Pines Road |
| Entity Address, City or Town | La Jolla |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92037 |
| City Area Code | (858) |
| Local Phone Number | 875-2400 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.0001 Par Value Per Share |
| Trading Symbol | AMAM |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | true |
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