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): ~~February 21~~March 6, 2024

Ambrx Biopharma, Inc.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

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

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

10975 North Torrey Pines Road, La Jolla, California, 92037

~~Registrant’s~~(Address ~~Telephone~~of ~~Number,~~principal ~~Including~~executive ~~Area~~offices ~~Code:~~and ~~(858)~~zip ~~875-2400~~code)

~~N/A~~Registrant’s telephone number, including area code: (858) 875-2400

~~(Former~~Check ~~Name~~the orappropriate ~~Former~~box ~~Address,~~below if ~~Changed~~the ~~Since~~Form ~~Last~~8-K ~~Report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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	TradingSymbol(s)	Name of each exchangeon which registered
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $0.0001 Par Value 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 8 5.0107 ~~Other~~Submission ~~Events.~~of Matters to a Vote of Securities Holders.

AsOn ~~previously announced, on January~~March 56, 2024, Ambrx Biopharma, Inc. ~~(“Ambrx”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Johnson & Johnson~~, a ~~New~~Delaware ~~Jersey~~ corporation (“~~Johnson & Johnson~~Ambrx”), ~~and~~held ~~Charm Merger Sub, Inc.,~~ a ~~Delaware~~special ~~corporation~~meeting ~~and a wholly owned subsidiary~~ of ~~Johnson &~~stockholders ~~Johnson~~ (~~“Merger Sub”), providing for~~ the ~~merger of Merger Sub with and into Ambrx (the~~ “~~Merger~~Special Meeting”), ~~with~~virtually ~~Ambrx~~via ~~surviving~~live ~~the Merger as a wholly owned subsidiary of Johnson & Johnson~~webcast.

~~The~~As ~~closing~~ of the ~~Merger~~record isdate, ~~conditioned~~February 2, ~~upon~~2024, ~~among~~there ~~other~~were ~~things~~63,360,173 shares of Ambrx common stock eligible to be voted at the ~~expiration~~Special Meeting. At the Special Meeting, 49,907,437 shares, or ~~termination~~approximately 78.77% of ~~the~~all ~~waiting~~outstanding ~~period~~shares ~~applicable~~of Ambrx common stock eligible to be voted at the ~~Merger~~Special ~~under~~Meeting, were present either in person via the ~~Hart-Scott-Rodino~~virtual ~~Antitrust~~meeting ~~Improvements~~webcast ~~Act~~or by proxy. Two matters were voted upon at the Special Meeting, with the Board of ~~1976~~Directors of Ambrx recommending a vote “FOR” each of these proposals, as ~~amended~~further described in the definitive proxy statement filed by Ambrx with the Securities and Exchange Commission (the “~~HSR Act~~SEC”) on January 29, 2024.

~~Ambrx~~Proposal ~~and Johnson~~No. &1 ~~Johnson~~(the ~~each~~“Merger ~~made~~Proposal”) ~~the~~was ~~necessary~~to ~~filings~~consider ~~under~~and vote on the ~~HSR~~proposal ~~Act~~to ~~with~~adopt the ~~Antitrust~~Agreement ~~Division~~and Plan of Merger (the ~~U.S.~~“Merger ~~Department~~Agreement”), ofdated ~~Justice~~January 5, 2024, by and ~~the~~among ~~U.S.~~Ambrx, ~~Federal~~Johnson & ~~Trade~~Johnson, ~~Commission~~a onNew ~~January 22~~Jersey corporation (“Parent”), ~~2024~~and Charm Merger Sub, Inc., ~~The~~a ~~required~~Delaware ~~waiting~~corporation ~~period~~and ~~under~~a ~~the~~wholly ~~HSR~~owned ~~Act~~subsidiary ~~with~~of ~~respect~~Parent (“Merger Sub”), pursuant to ~~the~~which Merger ~~expired~~Sub atwill ~~11:59~~merge ~~p.m.,~~with ~~Eastern~~and ~~Time~~into onAmbrx ~~February 21~~(the “Merger”), ~~2024~~with Ambrx surviving the Merger as a wholly owned subsidiary of Parent.

~~The~~Proposal ~~expiration~~No. 2 of (the ~~waiting~~“Adjournment ~~period~~Proposal”) ~~under~~was ~~the~~to ~~HSR~~consider ~~Act~~and ~~satisfies~~vote ~~one~~on of the ~~conditions~~proposal to ~~the~~adjourn ~~closing of~~ the ~~Merger.~~Special ~~The~~Meeting ~~closing of the Merger remains subject~~ to ~~the~~a ~~satisfaction~~later date or ~~waiver~~dates ofas ~~other~~provided ~~customary~~in ~~closing conditions, including, without limitation,~~ the ~~adoption of the~~ Merger Agreement ~~and approval of the Merger by holders of shares of common stock~~, ~~par~~if ~~value~~necessary ~~$0.0001~~or ~~per share~~appropriate, ofincluding ~~Ambrx (“Company Shares”) representing at least a majority of the Company Shares entitled~~ to ~~vote~~solicit ~~thereon~~additional ~~(the~~votes ~~“Company~~if ~~Stockholder~~there ~~Approval”).~~were Asinsufficient ~~previously~~votes ~~announced, Ambrx has scheduled the special meeting of stockholders for March 6, 2024~~ to ~~vote~~adopt ~~on adoption of~~ the Merger Agreement. ~~Subject~~at to the ~~satisfaction~~time ~~or waiver~~ of the ~~remaining~~Special ~~conditions set forth in the Merger Agreement, the parties expect the Merger to close promptly after receipt of the Company Stockholder Approval~~Meeting.

~~For~~The ~~more~~Merger ~~information~~Proposal ~~about~~and the ~~proposed~~Adjournment ~~transaction,~~Proposal ~~including~~were ~~the~~approved; ~~Merger Agreement~~however, because the Merger ~~and~~Proposal ~~the~~was ~~special meeting of Ambrx’s stockholders~~approved, ~~please see~~ the ~~definitive~~Adjournment ~~proxy~~Proposal ~~statement~~was ~~filed~~not ~~with~~necessary. ~~the~~The ~~Securities~~table ~~and~~below ~~Exchange~~shows ~~Commission (~~the ~~“SEC”)~~final byvoting ~~Ambrx~~results onfrom ~~January 29, 2024 (~~the ~~“Definitive~~Special ~~Proxy Statement”)~~Meeting.

Additional Information and Where to Find It


	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

InThe ~~connection~~approval ~~with the proposed acquisition~~ of ~~Ambrx by Johnson & Johnson, Ambrx filed~~ the ~~Definitive~~Merger ~~Proxy~~Proposal ~~Statement~~satisfies ~~with~~ the ~~SEC~~stockholder onvote ~~January 29,~~condition ~~2024. The Definitive Proxy Statement and proxy card have been mailed~~ to ~~Ambrx’s stockholders of record as of~~ the ~~close~~consummation of ~~business on February 2, 2024. This Current Report on Form 8-K is not a substitute for~~ the ~~proxy~~Merger ~~statement~~under ~~or any other document that may be filed by Ambrx with~~ the ~~SEC~~Merger Agreement. ~~AMBRX’S~~In STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY EACH OF JOHNSON & JOHNSON AND AMBRX WITH THE SEC IN CONNECTION WITH THE PROPOSED ACQUISITION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAINaddition, ORas ~~WILL~~previously ~~CONTAIN~~disclosed, ~~IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES TO THE PROPOSED ACQUISITION. Investors and security holders are able to obtain a free copy of~~ the ~~Definitive~~waiting ~~Proxy~~period ~~Statement~~under ~~and such other documents containing important information about Johnson & Johnson and Ambrx through~~ the ~~website~~Hart-Scott-Rodino ~~maintained~~Antitrust byImprovements ~~the~~Act ~~SEC at www.sec.gov. Johnson & Johnson and Ambrx make available free~~ of ~~charge at Johnson & Johnson’s website at www.investor.jnj.com and Ambrx’s website at www.ir.ambrx.com~~1976, ~~respectively,~~as ~~copies of materials they file with~~amended, orexpired ~~furnish~~at ~~to,~~11:59 ~~the~~pm ~~SEC.~~on ~~In addition~~February 21, the Definitive Proxy Statement and other documents filed by Ambrx with, or furnished to, the SEC may be obtained from Ambrx free of charge by directing a request to Ambrx’s Investor Relations team at ir@ambrx2024.~~com.~~

~~Participants~~Item in7.01 ~~the~~Regulation ~~Solicitation~~FD Disclosures.

~~Ambrx~~On ~~and its directors~~March 6, ~~executive officers and employees~~2024, ~~including Stephen Glover, Kate Hermans, Janet Loesberg, Pharm. D, Paul Maier, and Margaret Dalesandro, Ph. D., all of whom are members of~~ Ambrx’s ~~Board~~issued ofa press release announcing Directors, as well as Daniel O’Connor, President, Chief Executive Officer and Director of Ambrx, Andrew Aromando, Chief Operating Officer of Ambrx, and Sonja Nelson, Chief Financial Officer of Ambrx, may be deemed to be participants in the ~~solicitation~~Special ofMeeting ~~proxies~~voting ~~from~~results. ~~the~~A ~~stockholders~~copy of ~~Ambrx in connection with~~ the ~~proposed~~press ~~acquisition.~~release ~~Information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise,~~ is ~~included~~attached inas ~~the~~Exhibit “The Merger — Interests of Ambrx’s Directors and Executive Officers in the Merger” and the “Security Ownership of Certain Beneficial Owners and Management” sections of the Definitive Proxy Statement99.1 ~~The~~to ~~Definitive~~this ~~Proxy~~Current ~~Statement~~Report ~~and~~on ~~other documents may be obtained free of charge from the SEC’s website at www.sec.gov~~ Form 8-K and ~~Ambrx’s~~incorporated ~~website~~herein atby ~~www~~reference.~~ambrx.com.~~

~~Forward~~The ~~Looking~~information ~~Statements~~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.

~~This~~Cautionary ~~Current~~Statement ~~Report~~Regarding 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~~Looking ~~may~~Statements 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, including the ability to obtain required regulatory and shareholder approvals; 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.

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 No.		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: ~~February~~March 226, 2024


Ambrx Biopharma, Inc.

By:		/s/ Sonja Nelson
Name:		Sonja Nelson
Title:		Chief Financial Officer

Filing Compare · Ambrx Biopharma, Inc.