Introduction
On October 11, 2023, Ambrx Biopharma Cayman, Inc. (formerly Ambrx Biopharma Inc.), a Cayman Islands exempted company (“Ambrx Cayman”), completed its previously announced holding company reorganization, pursuant to the Agreement and Plan of Merger, dated as of September 11, 2023 (the “Merger Agreement”), by and among Ambrx Biopharma, Inc. (formerly New Ambrx Biopharma Inc.), a Delaware corporation (the “Company”), Ambrx Merger Sub Inc., a Cayman Islands exempted company and newly-formed direct wholly owned subsidiary of the Company (“Merger Sub”), and Ambrx Cayman. The Merger Agreement provided for the merger (the “Merger”) of Ambrx Cayman with Merger Sub, with Ambrx Cayman surviving the Merger as a direct wholly owned subsidiary of the Company, and the automatic conversion of each ordinary share, par value $0.0001 per share, of Ambrx Cayman (“Ordinary Shares”) issued and outstanding immediately prior to the effective time of the Merger (including Ordinary Shares underlying the outstanding American Depositary Shares (“ADSs”)), into one-seventh (1/7) of one duly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Company (“Common Stock”). Each ADS represents seven Ordinary Shares, therefore an ADS holder will be entitled to receive one share of Common Stock for each ADS held immediately prior to the effective time of the Merger. As a result of the Merger, the Company became the successor issuer to Ambrx Cayman. The Merger was approved by the shareholders of Ambrx Cayman at its Extraordinary General Meeting of Shareholders held on October 10, 2023.
The foregoing description of the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the completion of the Merger, on September 13, 2023, Ambrx Cayman notified the Nasdaq Global Select Market (“Nasdaq”) that each issued and outstanding Ordinary Share (including Ordinary Shares underlying the outstanding ADSs) would be converted into one-seventh (1/7) of one share of Company Common Stock. Nasdaq suspended trading of the Ambrx Cayman ADSs as of the close of business on October 11, 2023, and the Company expects that its Common Stock (CUSIP: 641871 108) will commence trading on Nasdaq as of the open of business on October 12, 2023, under the symbol “AMAM”, which is the same symbol under which the Ambrx Cayman ADSs traded. Each outstanding certificate that, immediately prior to the Merger, evidenced Ordinary Shares will be deemed and treated for all corporate purposes to evidence the ownership of one-seventh (1/7) of one share of Company Common Stock until such certificate is thereafter surrendered for transfer or exchange in the ordinary course.
| Item 3.03. | Material Modification to Rights of Security Holders. |
As a result of the Merger, shareholders of Ambrx Cayman became stockholders of the Company, and the rights of such stockholders are now defined by the Delaware General Corporation Law, the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and the Amended and Restated Bylaws of the Company (the “Bylaws”). The Certificate of Incorporation and 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. Information about certain differences in rights between shareholders of Ambrx Cayman and stockholders of the Company as a result of the Merger were previously disclosed in the Registration Statement on Form S-4 of the Company (File No. 333-274230) declared effective by the SEC on September 15, 2023 (the “Registration Statement”).
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Pursuant to the Merger Agreement, the directors and executive officers of the Company immediately following consummation of the Merger are the same individuals who were directors and executive officers of Ambrx Cayman immediately prior to the Merger. On October 11, 2023, Amended and Restated Executive Employment Agreements were entered into with Daniel J. O’Connor, President and Chief Executive Officer of the Company, and Sonja Nelson, Chief Financial Officer of the Company (together, the “Amended and Restated Employment Agreements”), which amend, restate and supersede the executives’ respective prior employment agreements in their entirety. The Amended and Restated Employment Agreements contain employment terms and conditions that are substantially similar to those in each of their prior employment agreements except that they provide for participation in the Company’s unlimited paid time off policy and the accelerated vesting of equity awards upon a change in control, as further described below.
