8-K

Please wait

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): December 01, 2023

Ambrx Biopharma, Inc.

(Exact name of Registrant as Specified in Its Charter)


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

10975 North Torrey Pines Road La Jolla, California		92037
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 875-2400

N/A

(Former Name or Former Address, if Changed Since Last 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(s)

    Name of each exchange on which registered

    Common Stock, par value $0.0001 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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 1, 2023, Ambrx, Inc., a wholly-owned, indirect subsidiary of Ambrx Biopharma, Inc., entered into an amended and restated employment agreement (the "Amended Agreement") with its Chief Executive Officer and President, Daniel J. O'Connor in connection with its standard annual review process. The Amended Agreement makes certain changes to Mr. O’Connor’s previous agreement, including providing for (i) acceleration of Mr. O’Connor’s outstanding equity awards in connection with a termination without cause or for good reason and (ii) reimbursement of Mr. O’Connor’s monthly housing expenses.

The foregoing description of the Amended Agreement is qualified by reference thereto, a copy of which is attached as Exhibit 10.1 and made a part of this Current Report on Form 8-K.


Item 9.01	Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.	Description
10.1	Amended and Restated Executive Employment Agreement, by and between Ambrx, Inc. and Daniel J. O'Connor

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.


	AMBRX BIOPHARMA, INC.
	(Registrant)

Date: December 1, 2023		By:	/s/ Sonja Nelson
		Name:	Sonja Nelson
		Title:	Chief Financial Officer