Form 8-K - Current report

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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): June 27, 2023

 

Ambrx Biopharma Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Cayman Islands	001-40505	N/A
(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: [phone]

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
Ordinary shares, par value US $0.0001 per share*		N/A		Nasdaq Global Select Market *
American Depositary Shares, each representing seven ordinary shares, par value US $0.0001 per share		AMAM		Nasdaq Global Select Market

 

*

Not for trading, but only in connection with the listing of the American depositary shares on the Nasdaq Global Select Market. The American depositary shares represent the right to receive the ordinary shares and are being registered under the Securities Act of 1933 pursuant to a separate Registration Statement on Form F-6. Accordingly, the American depositary shares are exempt from registration under Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8 thereunder.

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. ☒

 

 

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Item 2.02 Results of Operations and Financial Condition.

As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 25, 2023, Ambrx Biopharma Inc. (the “Company”) entered into a securities purchase agreement dated May 23, 2023 with clients managed by an investment advisor to sell approximately $75 million of American Depositary Shares (the “ADSs”), each representing seven (7) ordinary shares, par value $0.0001 per share, of the Company (the “Offering”). On June 27, 2023, the Company closed the Offering and received approximately $74.7 million in net proceeds in connection therewith.

Based on current estimates and after giving effect to the closing of the Offering, as of May 31, 2023, the Company had cash, cash equivalents and marketable debt securities of $237.4 million.

The Company has not yet completed its period-end financial close process for the period ended June 30, 2023. The estimates of the Company’s cash, cash equivalents and marketable debt securities as of May 31, 2023 are preliminary, have not been audited and are subject to change upon completion of the Company’s financial statement closing procedures, and do not present all information necessary for an understanding of the Company’s financial condition as of May 31, 2023. The review of the Company’s financial statements for the period ended June 30, 2023 is ongoing and could result in changes to these amounts.

The Company’s independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to these preliminary results and, accordingly, does not express an opinion or any other form of assurance about them.

Item 8.01 Other Events.

The information contained in Item 2.02 of this current report is hereby incorporated herein by reference.

On June 28, 2023, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description
99.1		Press Release of Ambrx Biopharma Inc., dated June 28, 2023

 

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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: June 28, 2023				By:		/s/ Sonja Nelson
				Name:		Sonja Nelson
				Title:		Chief Financial Officer

 

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Exhibit 99.1

 

Ambrx Announces Closing of $75 Million Market Priced Registered

Offering

SAN DIEGO, June 27, 2023 -- Ambrx Biopharma Inc., or Ambrx (or the “Company”) (NASDAQ: AMAM), today announced the closing of its previously announced market-priced registered direct offering of approximately $75 million (the “Offering”) of its American Depositary Shares of the Company (“ADS”) at a price of $13.93 per ADS. The Offering was priced based on the 5-day trailing VWAP for the ADS on the effective date of the purchase agreement related to the Offering.

The Company intends to use the net proceeds from the Offering primarily to fund the research and development of its product candidates, for working capital and for general corporate purposes. The Company’s estimated cash, cash equivalents, and marketable debt securities as of May 31, 2023, after giving effect to the closing of the Offering, was $237.4 million.

The Offering was made pursuant to a prospectus supplement to the Company’s shelf registration statement on Form S-3 (File No. 333-271008) relating to the securities issued in the Offering, which was filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2023, and declared effective by the SEC on May 2, 2023. The prospectus supplement and the accompanying prospectus relating to the Offering was filed with the SEC on May 25, 2023. The Company disclosed no additional information in connection with the Offering other than the information contained in the filings noted above. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the Offering and other filings made by the Company may be obtained, when available, at the SEC’s website at http://www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

About Ambrx Biopharma Inc.

Ambrx is a clinical stage biopharmaceutical company using an expanded genetic code technology platform to discover and develop next generation antibody drug conjugates (ADCs) and other engineered therapies to modulate the immune system. Ambrx is advancing a focused portfolio of clinical and preclinical programs designed to optimize efficacy and safety in multiple cancer indications, including ARX517, its proprietary antibody-drug conjugate (ADC) targeting the prostate-specific membrane antigen (PSMA) and ARX788, its proprietary ADC targeting HER2. In addition, Ambrx has preclinical and clinical collaborations with multiple partners on drug candidates generated using Ambrx technology. Ambrx spun out of The Scripps Research Institute in 2003 and has several other product candidates involving ADCs and other aspects of Ambrx’s protein engineering technology. For more information, please visit www.ambrx.com. Ambrx routinely posts information that may be important to investors on its website.

 

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Forward-Looking Statements

This press release 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. Forward-looking statements may be identified by the words “intend,” “plan,” and similar expressions. Forward-looking statements are based on Ambrx’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, those risks and uncertainties associated with: the continuing impact of the COVID-19 pandemic and other public health-related risks and events on Ambrx’s business, operations, strategy, goals and anticipated milestones; Ambrx’s ability to execute on its strategy including with respect to the timing of its R&D efforts, initiation of clinical trials and other anticipated milestones; risks associated with 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 May 11, 2023, and elsewhere in Ambrx’s filings and reports with the SEC, including the prospectus supplement to be filed in connection with the Offering. Forward-looking statements contained in this press release 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.

Contacts

INVESTORS

Mike Moyer

LifeSci Advisors

617-308-4306

[e-mail]

MEDIA

Mike Tattory

Account Supervisor

LifeSci Communications

609-802-6265

[e-mail]

Source: Ambrx Biopharma, Inc.

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Document and Entity Information	Jun. 27, 2023
Statement [Line Items]
Document Type	8-K
Document Period End Date	Jun. 27, 2023
Entity Registrant Name	Ambrx Biopharma Inc.
Entity Incorporation, State or Country Code	E9
Securities Act File Number	001-40505
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	10975 North Torrey Pines Road
Entity Address, City or Town	La Jolla
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92037
City Area Code	858
Local Phone Number	875-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Amendment Flag	false
Entity Central Index Key	0001836056
Ordinary Shares, Par Value US $0.0001 Per Share [Member]
Statement [Line Items]
Title of 12(b) Security	Ordinary shares, par value US $0.0001 per share*
Security Exchange Name	NASDAQ
No Trading Symbol Flag	true
American Depositary Shares, Each Representing Seven Ordinary Shares, Par Value US $0.0001 Per Share [Member]
Statement [Line Items]
Title of 12(b) Security	American Depositary Shares, each representing seven ordinary shares, par value US $0.0001 per share
Security Exchange Name	NASDAQ
Trading Symbol	AMAM

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