UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~September~~November 2810, 2014

Date of Report (Date of earliest event reported)

~~Ambit~~AMBIT ~~Biosciences~~BIOSCIENCES ~~Corporation~~CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-35919		33-0909648
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~I.R.S. Employer Identification No.)

11080 Roselle St. San Diego, California		92121
(Address of principal executive offices)		(Zip Code)

11080 Roselle St.

~~Registrant’s~~San ~~telephone~~Diego, ~~number~~California, ~~including~~92121 ~~area code: (858) 334-2100~~

~~Check~~(Address ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations~~ of ~~the~~principal ~~registrant~~executive ~~under~~offices ~~any~~including ofzip ~~the following~~code) ~~provisions:~~

(858) 334-2100

(Registrant’s telephone number, including area code)

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)

x¨ 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))

Item 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

As previously disclosed, on September 28, 2014, Ambit Biosciences Corporation, a Delaware corporation (“Ambit”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Daiichi Sankyo Company, Limited, a Japanese corporation with its principal office at 3-5-1, Nihonbashi-honcho, Chuo-ku, Tokyo 103-8426, Japan (“Parent”), and Charge Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). In accordance with the terms of the Merger Agreement, Purchaser commenced a tender offer to purchase all the issued and outstanding shares of common stock, par value $0.001 (the “Shares”), of Ambit, at a purchase price of (i) $15.00 per Share in cash (the “Closing Amount”), without interest, plus (ii) one non-transferable contingent value right for each Share (each, a “CVR”), which represents the contractual right to receive a cash payment of $2.25 if a certain commercialization related milestone regarding quizartinib, as described in and under the conditions set forth in the Contingent Value Rights Agreement (the “CVR Agreement”), is achieved and another cash payment of $2.25 if a certain other commercialization related milestone regarding quizartinib, again as described in and under the conditions set forth in the CVR Agreement, is achieved, with a maximum payment of up to $4.50 in cash per CVR, net to the seller in cash, without interest (together with the Closing Amount, the “Offer Price”), subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 10, 2014 (together with any amendments or supplements thereto, the “Offer to Purchase”) and the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).

On ~~September~~November 2810, 2014, Parent ~~Ambit~~announced ~~Biosciences~~the ~~Corporation,~~completion aof ~~Delaware~~the ~~corporation~~Offer. ~~(the~~The ~~“Company”),~~Offer ~~entered~~expired ~~into~~at ~~an Agreement~~5:00 p.m., ~~and~~Eastern ~~Plan~~Time, ofon ~~Merger~~November 10, 2014 (the “~~Merger~~Expiration ~~Agreement~~Date”). ~~with~~According ~~Daiichi~~to ~~Sankyo~~American Stock Transfer & Trust Company, ~~Limited~~LLC, athe depositary ~~company~~for ~~organized under~~ the ~~laws~~Offer ~~of Japan~~ (the “~~Parent~~Depositary”), ~~and~~as ~~Charge~~of ~~Acquisition~~the ~~Corp.~~Expiration Date, a ~~Delaware~~total ~~corporation~~ of 15,674,238 Shares had been validly tendered into and anot ~~wholly~~validly ~~owned~~withdrawn ~~subsidiary~~from ofthe ~~Parent~~Offer, ~~(“Purchaser”).~~representing ~~The~~approximately ~~board~~85% of ~~directors~~the outstanding Shares as of the ~~Company~~Expiration ~~and~~Date. All ~~Parent~~conditions ~~have~~to ~~each~~the ~~unanimously~~Offer ~~approved~~having been satisfied (or waived), Purchaser accepted for payment all Shares validly tendered into the ~~Merger~~Offer ~~Agreement~~and not properly withdrawn.

~~Pursuant~~On toNovember 10, ~~the~~2014, ~~Merger~~following ~~Agreement,~~the ~~upon~~expiration of the ~~terms~~Offer and ~~subject~~the topurchase by Purchaser of the ~~conditions~~Shares ~~thereof~~validly tendered and not properly withdrawn thereunder, Purchaser ~~will~~merged ~~commence~~with aand ~~tender~~into ~~offer~~Ambit, with Ambit surviving the merger (the “~~Offer~~Surviving Corporation”) noand ~~later~~continuing ~~than~~as ~~October 10,~~a ~~2014~~wholly toowned ~~acquire~~subsidiary ~~all~~ of Parent (the ~~outstanding~~“Merger”). ~~shares~~The Merger was effected without the affirmative vote of ~~common~~any ~~stock~~other stockholder of ~~the~~Ambit ~~Company,~~pursuant ~~$0.001~~to ~~par~~Section 251(h) of ~~value~~the ~~per~~Delaware ~~share~~General Corporation Law (the “~~Shares~~DGCL”). atAt athe ~~purchase~~effective ~~price~~time of the Merger (~~i) $15.00~~the ~~per~~“Effective Time”), each Share inissued ~~cash~~and (outstanding immediately prior to the ~~“Closing~~Effective ~~Amount”~~Time, other than (i) Shares then held by Ambit, ~~without~~Parent, ~~interest~~or any of their wholly owned subsidiaries (including Purchaser), ~~plus~~all of which were canceled and retired, and (ii) ~~one~~Shares ~~non-transferrable~~held ~~contingent~~by ~~value~~stockholders ~~right~~of ~~for~~Ambit ~~each~~who ~~Share~~properly ~~(each~~exercise aappraisal ~~“CVR”),~~rights ~~which~~under ~~represents~~Section 262 of the ~~contractual~~DGCL, if any, was converted automatically into the right to receive up toan ~~$4.50~~amount ~~per~~of ~~Share~~cash ~~upon~~equal to the ~~achievement~~Closing ofAmount, ~~certain~~without ~~commercialization~~interest, ~~related~~plus ~~milestones~~one CVR (~~together~~less ~~with~~any required withholding taxes). The Surviving Corporation will possess all of the ~~Closing~~rights, ~~Amount~~powers, ~~the~~privileges ~~“Offer~~and ~~Price”)~~franchises, and be subject to ~~any~~all ~~required~~of ~~withholding~~the obligations, liabilities, restrictions and disabilities, of ~~taxes~~Parent and Ambit.

~~The~~At ~~obligation~~the ofEffective ~~Purchaser~~Time, toeach ~~purchase~~outstanding ~~Shares~~option ~~tendered in the Offer is subject~~ to ~~the~~purchase ~~satisfaction~~shares ~~or waiver~~ of ~~a number of conditions set~~the ~~forth~~Company’s incommon ~~the~~stock ~~Merger~~(each ~~Agreement~~such option, ~~including~~an (i“Option”) that ~~there~~was ~~shall~~then ~~have~~outstanding ~~been~~and ~~validly~~unexercised, ~~tendered~~whether ~~and~~or not ~~validly~~vested, ~~withdrawn~~was ~~Shares~~cancelled ~~that~~and ~~represent~~converted ~~one~~into ~~more than 50% of~~ the ~~sum~~right ofto ~~(x) the~~receive ~~total~~cash ~~number~~in ofan ~~Shares~~amount ~~outstanding~~equal atto ~~the time of the expiration of the Offer plus~~ (yi) the ~~aggregate~~ total number of Shares ~~issuable~~subject to ~~holders~~such ofOption ~~options~~immediately prior to ~~purchase shares of~~ the ~~Company’s~~Effective ~~common~~Time ~~stock~~ (~~the~~without ~~“Options”)~~regard ~~and warrants~~ to ~~purchase~~vesting) ~~shares~~multiplied ofby ~~the Company’s common stock~~ (~~the “Warrants”~~ii) ~~from which~~ the ~~Company~~excess, ~~have~~if ~~received~~any, ~~notices~~ of ~~exercise prior to~~ (A) the ~~expiration~~Closing ofAmount ~~the~~over ~~Offer~~ (~~and~~B) the asexercise toprice ~~which~~payable ~~Shares~~per ~~have~~Share ~~not~~under ~~yet been issued to~~ such Option. ~~exercising~~Each ~~holders~~holder of ~~Company~~a ~~Options~~cancelled ~~and Company~~Option ~~Warrants)~~which ~~(the~~has ~~“Minimum~~an ~~Condition”)~~exercise ~~and~~price ~~(ii) the~~per ~~expiration~~Share orthat ~~termination~~was ofless ~~applicable~~than ~~waiting~~the ~~periods~~Closing ~~under~~Amount ~~the~~(an ~~Hart~~“In-~~Scott~~the-~~Rodino~~money ~~Antitrust~~Option”) ~~Improvements~~received ~~Act~~one ofCVR ~~1976,~~with asrespect ~~amended.~~to ~~The~~each ~~consummation~~Share ~~of the Offer is not~~ subject to ~~any~~such ~~financing~~In-the-money ~~condition~~Option.

~~Following~~At the ~~completion~~Effective ofTime, ~~the~~each ~~Offer~~restricted ~~and~~stock ~~subject~~unit granted pursuant to the ~~satisfaction~~Company’s orequity ~~waiver~~incentive ofplans ~~certain~~or otherwise ~~conditions~~(collectively, ~~set forth in~~ the ~~Merger~~“RSUs”) ~~Agreement,~~that ~~Purchaser~~was ~~will~~then ~~merge~~outstanding ~~with~~was cancelled and converted into the ~~Company,~~right ~~with~~to ~~the~~receive ~~Company~~(x) cash ~~surviving~~in asan aamount ~~wholly~~equal ~~owned~~to ~~subsidiary of Parent~~ (~~the “Merger”~~A)~~. At~~ the ~~effective~~total ~~time~~number of ~~the~~Shares ~~Merger~~issuable ~~(the “Effective~~in ~~Time”),~~settlement ~~the~~of ~~Shares~~such ~~not~~RSU ~~purchased~~immediately prior ~~pursuant~~ to the ~~Offer~~Effective ~~(other~~Time ~~than~~without ~~shares~~regard ~~held~~to byvesting ~~the~~multiplied ~~Company,~~by ~~Parent, Purchaser, any subsidiary of~~ (B) the ~~Company~~Closing orAmount ~~Parent~~and or(y) one byCVR ~~stockholders~~for ofeach ~~the~~Share ~~Company~~issuable ~~who~~in ~~have~~settlement ~~perfected their statutory rights~~ of ~~appraisal~~such ~~under~~RSU ~~Delaware~~immediately ~~law)~~prior ~~will~~to ~~each be converted into~~ the ~~right~~Effective toTime. ~~receive~~The anCompany ~~amount~~accelerated in(contingent ~~cash~~upon the ~~equal~~Effective toTime) the ~~Closing~~vesting ~~Amount,~~of ~~without~~each ~~interest,~~unvested ~~plus~~Option awhich ~~CVR,~~has ~~subject~~an toexercise ~~any~~price ~~required withholding of taxes.~~

~~At the Effective Time, each outstanding Option that is then outstanding and unexercised, whether or not vested, shall be cancelled and~~ converted into the right to receive cash in an amount equal to (i) the total number of Shares subject to such Option immediately prior to the Effective Time (without regard to vesting) multiplied by (ii) the excess, if any, of (A) the Closing Amount over (B) the exercise price payable per Share ~~under such Option. Each holder of a cancelled Option which has an exercise price per Share~~ that is less than the Closing Amount (an “In-the-money Option”) shall receive one CVR with respect to each Share subject to such In-the-money Option. At the Effective Time, each restricted stock unit granted pursuant to the Company’s equity incentive plans or otherwise (collectively, the “RSUs”) that is then outstanding shall be cancelled and converted into the right to receive (x) cash in an amount equal to (A) the total number of Shares issuable in settlement of such RSU immediately prior to the Effective Time without regard to vesting multiplied by (B) the Closing Amount and (y) one CVR for each Share issuable in settlement of such RSU immediately prior to the Effective Time. The Company shall accelerate (contingent upon the Effective Time) the vesting of each unvested Option which has an exercise price per Share that is equal to or greater than the Closing Amount (as “Out-of-the-money Option”) on ~~the~~October 29, ~~date~~2014 ~~that is at least ten calendar days prior to the Effective Time~~ (such date, the “Acceleration Date”) and, ~~for~~allowed ~~a period of at least five calendar days following the Acceleration Date, allow~~ each holder of an Out-of-the-money Option to exercise all or a portion of the Out-of-the-money Option, contingent upon the Effective Time. At the Effective Time, to the extent permitted pursuant to the applicable Warrant, each Warrant which has an exercise price per Share that is less than the Closing Amount (an “In-the-money Warrant”) that is then outstanding and unexercised shall be cancelled and converted into the right to receive with respect to each Share issuable upon the exercise of such Warrant an amount (x) in cash equal to (A) the Closing Amount minus (B) the exercise price per share of the Company’s common stock provided under the terms of such Warrant and (y) one CVR for each share issuable upon exercise of such Warrant, provided

At the Effective Time, to the extent permitted pursuant to the applicable warrant to purchase shares of the Company’s common stock (a “Warrant”), each Warrant which had an exercise price per Share that was less than the Closing Amount (an “In-the-money Warrant”) that was then outstanding and unexercised was cancelled and converted into the right to receive with respect to each Share issuable upon the exercise of such Warrant an amount (x) in cash equal to (A) the Closing Amount minus (B) the exercise price per Share provided under the terms of such Warrant and (y) one CVR for each Share issuable upon exercise of such Warrant, provided that, each outstanding and unexercised warrant to purchase the Company’s common stock issued by the Company to investors in the Company’s October 2012 Series E preferred stock financing ~~shall~~was be cancelled as of the Effective Time in exchange for $16.25 per ~~share~~Share issuable upon the exercise of each such applicable ~~warrant~~Warrant.

~~Following~~The ~~the~~foregoing ~~completion~~description of the ~~Offer,~~Merger ifAgreement ~~Parent~~ and ~~Purchaser~~related ~~have~~transactions ~~satisfied~~does ~~the~~not ~~conditions~~purport to ~~the~~be ~~consummation~~complete ofand ~~the~~is qualified ~~Merger set forth~~ in ~~the~~ ~~Merger~~its ~~Agreement,~~entirety ~~the~~by ~~Merger~~reference ~~will~~to ~~become effective on~~ the ~~date~~full ontext ~~which~~of the ~~Purchaser~~Merger ~~accepts~~Agreement, ~~for~~a ~~the~~copy ~~first~~of ~~time,~~which ~~for~~is ~~payment~~filed ~~and~~as ~~pays~~Exhibit ~~for~~2.1 ~~such~~to ~~number~~the ofCompany’s ~~Shares~~Current ~~validly~~Report ~~tendered~~on ~~and~~Form ~~not~~8-K, ~~properly~~filed ~~withdrawn~~with asthe ~~satisfies~~U.S. ~~the~~Securities ~~Minimum~~and ~~Condition~~Exchange Commission (the “~~Offer Acceptance Time~~SEC”) inon ~~accordance~~September 29, ~~with~~2014 and ~~subject~~is toincorporated ~~the~~herein ~~Delaware~~by ~~General Corporation Law~~reference.

~~The~~Item ~~Merger Agreement includes representations and warranties and covenants of the parties customary for a transaction of this nature~~3.01 ~~Until~~Notice ~~the earlier~~ of ~~the~~Delisting ~~Offer~~or ~~Acceptance~~Failure ~~Time and the termination of the Merger Agreement , the Company has agreed~~ to ~~operate its~~Satisfy ~~business~~a ~~and~~Continued ~~the~~Listing ~~business~~Rule ~~of its subsidiaries in the ordinary course and has agreed to certain other operating covenants, as set forth more fully in the Merger Agreement. The Company has also agreed not to solicit~~ or ~~initiate~~Standard; ~~discussions~~Transfer ~~with any~~of ~~third party regarding acquisition proposals~~Listing.

~~The~~As ~~Merger Agreement includes~~ a ~~remedy~~result of ~~specific performance for~~ the ~~Company,~~transactions ~~Parent and~~described ~~Purchaser. The Merger Agreement also includes customary termination provisions for both the Company and Parent and provides that,~~ in ~~connection~~Item 2.01 ~~with the termination~~ of ~~the Merger Agreement under specified circumstances, including termination by~~ ~~the~~this ~~Company~~Current toReport ~~accept~~on ~~and enter into a definitive agreement with respect to an unsolicited superior offer~~Form 8-K, ~~the~~which ~~Company~~are ~~will~~incorporated beherein ~~required~~by ~~to pay a termination fee of $11~~reference,~~500,000~~ ~~(approximately~~Ambit ~~3.5%~~requested ofthat the ~~net~~Shares ~~present~~be ~~value~~withdrawn ~~equity~~from ~~value~~listing ofon the ~~transaction)~~ ~~(the~~Nasdaq ~~“Termination~~Global ~~Fee”).~~Market Aas ~~superior offer is a written proposal pursuant to which a third party would acquire 80% or more~~ of the ~~voting~~close ~~power~~ of ~~the~~market ~~Company~~ on ~~terms~~November 10, ~~that~~2014. ~~the~~Accordingly, ~~board~~on November 12, of2014, ~~directors of~~ the ~~Company determines~~NASDAQ inStock ~~its~~Market ~~good~~LLC ~~faith judgment~~ (~~after~~“NASDAQ”) ~~consultation~~filed with ~~its financial advisors and outside legal counsel) to be more favorable to~~ the ~~Company’s~~SEC ~~stockholders from~~ a ~~financial~~Form 25 ~~point~~Notification of ~~view~~Removal ~~than~~from ~~the~~Listing ~~terms of the Offer~~ and/or ~~the~~Registration ~~Merger~~under ~~and is reasonably capable~~ Section 12(b) of ~~being completed on~~ the ~~terms~~Securities ~~proposed~~Exchange ~~taking~~Act ~~into account relevant factors. Any such termination~~ of ~~the~~1934, as ~~Merger~~amended ~~Agreement by~~ (the ~~Company~~“Exchange isAct”), ~~subject~~ to ~~certain~~delist ~~conditions,~~and ~~including~~deregister the ~~Company’s~~Shares. ~~compliance~~Upon ~~with certain procedures set forth in~~ the ~~Merger~~filing ~~Agreement and a determination by the board~~ of ~~directors of~~ the ~~Company that the failure to take such action would be inconsistent with its fiduciary duties under applicable law~~Form 25, ~~payment of~~ the ~~Termination~~Shares ~~Fee~~were ~~by the~~delisted ~~Company~~from ~~and~~ the ~~substantially~~Nasdaq ~~concurrent~~Global ~~execution of a definitive agreement by the Company with such third party~~Market.

~~Tender~~Item ~~Agreements~~3.03 Material Modification to Rights of Security Holders.

~~Concurrently~~The ~~with~~information ~~the~~set ~~execution~~forth and delivery of the Merger Agreement, on September 28, 2014, the directors of the Company and certain stockholders affiliated with such directors each entered into a tender agreement (the “Tender Agreements”) with Parent and Purchaser, pursuant to which each such director and affiliated stockholder agreed, among other things, to tender his, her or its Shares pursuant to the Offer and, if necessary, vote his, her or its Shares in ~~favor of the adoption of the Merger Agreement and the approval of the Merger~~Item 2.01 As of ~~September 28,~~this ~~2014,~~Current ~~approximately~~Report ~~26%~~on ~~of the outstanding Shares (or approximately 31% of the outstanding Shares including options and warrants exercisable within 60 days of September~~Form ~~28,~~8-K ~~2014)~~is ~~are~~incorporated ~~subject~~herein toby ~~the Tender Agreements~~reference. ~~The Tender Agreements terminate in the event the Merger Agreement is terminated.~~

~~Contingent~~As ~~Value~~a ~~Rights~~result ~~Agreement~~of the Merger, each Share issued and outstanding immediately prior to the Effective Time, other than (i) Shares then held by Ambit, Parent, or any of their wholly owned subsidiaries (including Purchaser), all of which were canceled and retired, and (ii) Shares held by stockholders of Ambit who properly exercise their appraisal rights under Section 262 of the DGCL, was converted automatically into the right to receive an amount of cash equal to the Closing Amount, without interest, plus one CVR (less any required withholding taxes). At the Effective Time, the holders of such Shares ceased to have any rights as stockholders of Ambit (other than their right to receive the Offer Price).

AtItem ~~the Offer Acceptance Time, Parent and a rights agent, will enter into a Contingent Value Rights Agreement governing the terms of the CVRs~~5. ~~Each~~01 ~~holder~~Changes shall be entitled to one CVR for each Share outstanding (i) that the Purchaser accepts for payment from such holder pursuant to the Offer or (ii) owned by or issued to such holder as of immediately prior to the Effective Time and converted into the right to receive the Offer Price pursuant to the Merger Agreement, and one CVR for each Share subject to an In-the-money Option that is then outstanding and unexercised, whether or not vested, immediately prior to the Effective Time, each Share issuable in ~~settlement~~Control of an RSU that is then outstanding immediately prior to the Effective Time, and each Share issuable upon the exercise of an In-the-money Warrant that is then outstanding and unexercised, immediately prior to the Effective Time (to the extent permitted pursuant to the applicable warrant)Registrant. ~~The CVRs are not transferable, will not be certificated or evidenced by any instrument and will not be registered or listed for trading.~~

AThe ~~holder~~information ofset aforth ~~CVR will be entitled to a cash payment of $2.25 upon the first commercial sale~~ in the United States following marketing authorization of a product for remission induction in patients with acute myeloid leukemia (“AML”), either alone or in combination with any other therapy, if the product’s marketing authorization does not require that a patient have received at least one prior systemic therapy for AML, plus an additionalItem $2.2501 ~~upon the first commercial sale in the US following marketing authorization~~ of athis ~~product~~Current ~~for~~Report ~~the~~on ~~treatment of relapsed or refractory FLT3~~Form 8-~~positive~~K ~~AML~~is ~~in patients~~incorporated ~~who~~herein ~~have~~by ~~received at least one prior systemic therapy for AML~~reference.

~~Additional~~As ~~Information~~a result of the completion of the Offer, a change of control of Ambit occurred. Upon the consummation of the Merger, Ambit became a wholly owned subsidiary of Parent.

~~The~~Approximately ~~foregoing~~$315.3 ~~descriptions~~million was required to purchase all of the ~~Merger~~issued ~~Agreement,~~and ~~the~~outstanding ~~Tender~~Shares ~~Agreements,~~validly tendered and ~~the~~not ~~Contingent~~withdrawn ~~Value~~pursuant ~~Rights~~to ~~Agreement~~the ~~are~~Offer, ~~not~~to ~~complete~~acquire ~~and~~all ~~are qualified~~of inthe ~~their~~remaining ~~entirety~~issued byand ~~reference~~outstanding Shares pursuant to the Merger ~~Agreement,~~and ~~which~~to ismake ~~attached~~the aspayments ~~Exhibit~~with ~~2.1~~respect to ~~this~~Options ~~report~~ and ~~incorporated~~Warrants ~~herein~~provided byunder ~~reference,~~ the ~~form~~Merger ofAgreement. ~~Tender~~Such ~~Agreement,~~payments were ~~which~~funded isby ~~attached~~Parent asusing ~~Exhibit~~cash 2on hand.2 toIn ~~this~~addition, ~~report~~a ~~and~~maximum ~~incorporated herein~~amount byof ~~reference,~~approximately ~~and~~$95.3 ~~the~~million ~~form~~may ofbecome ~~Contingent~~payable ~~Value~~in ~~Rights~~the ~~Agreement,~~future ~~which~~with isrespect ~~attached~~to asCVRs ~~Exhibit~~issued ~~2.3~~pursuant to ~~this~~the ~~report~~Offer and ~~incorporated~~the ~~herein by reference~~Merger.

~~The~~Item Merger Agreement, the Tender Agreements and the Contingent Value Rights Agreement, and the foregoing descriptions of each agreement, have been included to provide investors and stockholders with information regarding the terms of each agreement5.02 ~~They~~Departure ~~are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in each agreement were made only as~~ of ~~specified~~Directors dates for the purposes of such agreements, were solely for the benefit of the parties to such agreements and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in each agreement and discussed in the foregoing descriptions, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the Securities and Exchange Commission (the “SEC”). Investors are not third-party beneficiaries under the Merger Agreement, the Tender Agreements or ~~the Contingent~~Certain ~~Value~~Officers; ~~Rights~~Election ~~Agreement. Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations~~ of ~~the~~Directors; ~~actual~~Appointment ~~state~~ of ~~facts~~Certain orOfficers; ~~circumstances~~Compensatory ~~described~~Arrangements ~~therein. Information concerning the subject matter~~ of ~~such~~Certain ~~representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in the parties’ public disclosures~~Officers.

~~Notice~~Pursuant to ~~Investors~~the terms of the Merger Agreement, immediately prior to the Effective Time on November 10, 2014, each of David Bonita, Faheem Hasnain, Jeffrey S. Hatfield, Standish M. Fleming, Mark G. Foletta, Allan P. Marchington, Michael A. Martino, David Parkinson and Isai Peimer resigned from the Board of Directors, and any committees thereof, of Ambit. Upon the consummation of the Merger and pursuant to the Merger Agreement, Glenn Gormley, Joseph Kenneth Keller and Richard Van Duyne, each of whom is a director of Purchaser, became the directors of the Surviving Corporation.

~~This~~On ~~report~~November 10, ~~is not a recommendation~~2014, ~~an offer to purchase or a solicitation of an offer to sell shares of~~ the ~~Company~~executive ~~stock.~~officers ~~Purchaser has not commenced the tender offer for shares~~ of ~~Company~~Ambit ~~stock~~as ~~described in this report. Upon commencement~~ of ~~the~~immediately ~~tender~~prior ~~offer, Purchaser~~to ~~will file with~~ the ~~SEC~~Effective ~~a tender offer statement on Schedule TO and related exhibits~~Time, including anMichael ~~offer to purchase, letter of transmittal, and other related documents~~A. ~~Following commencement of the tender offer~~Martino, ~~the Company will file with~~Alan ~~the~~Fuhrman, ~~SEC~~Athena aCountouriotis ~~solicitation/recommendation statement on Schedule 14D-9. Stockholders should read the offer to purchase~~ and ~~solicitation/recommendation~~Annette ~~statement and the tender offer statement on Schedule TO and related exhibits when such documents are filed and become available~~North, as ~~they~~well ~~will~~as ~~contain~~Craig ~~important~~Bleifer ~~information about the tender offer. Stockholders can obtain these documents when they are filed~~ and ~~become~~Sandra ~~available~~Clarke, ~~free~~each of ~~charge~~whom ~~from~~was ~~the~~an ~~SEC’s~~officer ~~website~~of atPurchaser, ~~www.sec.gov~~were orappointed ~~by contacting~~as the ~~investor~~officers ~~relations department~~ of the ~~Company~~Surviving ~~at mgraham@ambitbio~~Corporation.~~com.~~

~~Forward~~Item ~~Looking~~5.03 ~~Statements~~Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

~~This~~Pursuant ~~report~~to ~~may contain forward-looking statements. These are forward-looking statements for purposes of~~ the ~~safe~~Merger ~~harbor~~Agreement, ~~provisions~~at ~~under~~ the ~~Private~~ ~~Securities~~Effective ~~Litigation~~Time ~~Reform Act~~ of ~~1995. The actual results of~~ the ~~transaction could vary materially as a result of a number of factors~~Merger, ~~including: uncertainties as to how many of the Company~~(i) Ambit’s ~~stockholders~~Amended ~~will~~and ~~tender~~Restated ~~their~~Certificate ~~stock~~of inIncorporation ~~the~~was ~~Offer;~~amended ~~the~~and ~~possibility~~restated ~~that~~in ~~competing~~its ~~offers~~entirety ~~will be made;~~ (the ~~possibility~~“Amended ~~that~~Charter”) ~~various~~as ~~closing~~set ~~conditions~~forth ~~for~~in the ~~transaction~~Merger ~~may~~Agreement ~~not~~and be(ii) Ambit’s ~~satisfied~~Amended ~~or waived; the possibility that the transaction may not be timely completed, if at all;~~ and ~~that, prior~~Restated ~~to the completion of the transaction~~Bylaws, ifas ~~at all~~amended, ~~the~~were ~~Company’s~~amended ~~business~~and ~~may~~restated ~~experience~~in ~~significant~~their ~~disruptions~~entirety ~~due~~ to ~~transaction-related~~be identical ~~uncertainty. Other factors that may cause actual results~~ to ~~differ~~the ~~materially~~by-laws ~~include~~of ~~those~~Purchaser ~~set forth~~as in ~~the~~effect ~~reports~~immediately ~~that~~prior ~~the Company files from time~~ to ~~time with~~ the ~~SEC,~~consummation ~~including~~of the ~~Company’s~~Merger ~~annual report on Form 10-K for~~ (the ~~fiscal~~“Amended ~~year ended December 31~~By-Laws”), ~~2013~~except ~~and~~that ~~subsequent quarterly and current reports on Forms 10-Q and 8-K. These forward-looking statements reflect~~ the ~~Company’s~~name ~~expectations as~~ of the ~~date~~surviving ofcorporation ~~this~~set ~~report.~~forth ~~The~~therein ~~Company~~is ~~undertakes~~“Ambit ~~no obligation to update the information provided herein~~Biosciences Corporation.”

~~Item~~The 9Amended Charter and the Amended By-Laws are attached hereto as Exhibits 3.~~01.~~1 ~~Financial~~and ~~Statements~~3.2 respectively, and ~~Exhibits~~are incorporated herein by reference.

~~(d)~~Item ~~Exhibits~~9.01 Financial Statements and Exhibits

Number		Description
2.1*		Agreement and Plan of Merger, dated as of September 28, 2014, by and among Ambit Biosciences Corporation, Daiichi Sankyo Company, Limited and Charge Acquisition Corp.
2.2		Form of Tender Agreement, dated September 28, 2014, by and among Daiichi Sankyo Company, Limited, Charge Acquisition Corp. and the directors and certain stockholders of Ambit Biosciences Corporation.
2.3		Form of Contingent Value Rights Agreement.

(d)

Exhibits

* Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of Ambit Biosciences Corporation.

3.2		Amended and Restated By-Laws of Ambit Biosciences Corporation.

SIGNATURE

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

	AMBIT BIOSCIENCES CORPORATION
	By:	/s/ Michael A. Martino
Date: November 17, 2014	By:	/s/ Annette North
	Name:	Michael A. Martino
		Annette North
	Title:	President and Chief Executive Officer
		Senior Vice President and General Counsel
Dated: September 29, 2014

~~Exhibit~~EXHIBIT INDEX ~~Index~~

Number		Description
ExhibitNo.		Description
2.1*		Agreement and Plan of Merger, dated as of September 28, 2014, by and among Ambit Biosciences Corporation, Daiichi Sankyo Company, Limited and Charge Acquisition Corp.
3.1		Amended and Restated Certificate of Incorporation of Ambit Biosciences Corporation.
2.2		Form of Tender Agreement, dated September 28, 2014, by and among Daiichi Sankyo Company, Limited, Charge Acquisition Corp. and the directors and certain stockholders of Ambit Biosciences Corporation.
3.2		Amended and Restated By-Laws of Ambit Biosciences Corporation.
2.3		Form of Contingent Value Rights Agreement.

* Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

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