UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| * | 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. |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 15, 2023, Ambrx Biopharma Inc. (the “Company”) and Daniel J. O’Connor, the Company’s Chief Executive Officer, entered into an amendment to Mr. O’Connor’s employment agreement with the Company. The amendment provides that Mr. O’Connor may elect, during an open trading window, to have all or a specified portion of his base salary paid in the form of the Company’s ordinary shares in lieu of cash, with the number of ordinary shares to be issued in lieu of cash determined by dividing the base salary amount to be delivered in the form of ordinary shares by the fair market value of an ordinary share (based on the closing price of the Company’s American Depositary Shares) on the trading day immediately prior to the date of issuance.
The Company believes the arrangement, which was requested by Mr. O’Connor to provide an efficient way to use personal funds to purchase ordinary shares directly from the Company at the market price, delivers a strong message of confidence from the Chief Executive Officer in the Company’s current product pipeline and future prospects.
The foregoing summary of the Employment Agreement is qualified in its entirety by the copy of such agreement filed as Exhibit 10.1 hereto and incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Amendment to Executive Employment Agreement by and between the Company and Daniel J. O’Connor, dated May 15, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| AMBRX BIOPHARMA INC. | ||||||
| (Registrant) | ||||||
| Date: May 16, 2023 | ||||||
| By: | /s/ Sonja Nelson | |||||
| Name: | Sonja Nelson | |||||
| Title: | Chief Financial Officer | |||||