| 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
