UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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. |
Resignation of Director
On May 18, 2023, Dr. Katrin Rupalla, Ph.D. resigned as a member and Chairperson of the board of directors (the “Board”) of Ambrx Biopharma Inc. (the “Company”), and as a member of the Compensation Committee and Nominating and Corporate Governance Committee of the Board.
Dr. Rupalla’s resignation is not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.
Appointment of New Director
Effective May 18, 2023, the Board, with the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. Stephen Glover as a member of the Board and Chairperson of the Board. At this time, the Board has not made determinations as to potential committee assignments for Mr. Glover.
Mr. Glover will replace Dr. Rupalla as a Class II director and will serve as a director until our Annual General Meeting of Shareholders in 2024 or until his successor shall have been elected and qualified subject to his earlier death, resignation, retirement, disqualification or removal.
Mr. Glover, age 63, has over 32 years of biopharmaceutical and life sciences experience. Currently he is the Co-Founder, Chairman, Chief Executive Officer, and President of ZyVersa Therapeutics, which he took public in December 2022. He has been at ZyVersa since 2014. ZyVersa is a clinical stage biopharmaceutical Company advancing a dynamic pipeline of drug candidates with multiple programs built around two proprietary technologies - Cholesterol Efflux Mediator™ VAR 200 in development to ameliorate renal lipid accumulation that damages the kidneys’ filtration system in patients with glomerular kidney diseases, and Inflammasome ASC Inhibitor IC 100, targeting damaging inflammation associated with numerous CNS and other inflammatory diseases. Mr. Glover is Chairman of the Board of Directors of PDS Biotechnology and a Board member of the Coulter Foundation at the University of Miami U Innovation Center and Asclepius Lifesciences. Previously, Mr. Glover was Co-Founder and Chief Business Officer of Coherus BioSciences, a commercial biologics platform Company focused on delivering biosimilar therapeutics and novel immuno-oncology products which went public in 2014. Prior to Coherus, he was President of Insmed Therapeutic Proteins and Executive Vice President and Chief Business Officer of Insmed Incorporated, where he was responsible for the creation of its biosimilar business unit and sale of that business to Merck. He led the strategic review process that resulted in the merger of Insmed and Transave. Before joining Insmed, Mr. Glover held senior-level positions in sales, marketing and operations at Andrx Corporation, Roche Laboratories, Amgen and IMS Health. Our Board and Nominating and Corporate Governance Committee believe that Mr.Glover’s extensive experience in executive roles and public company board positions in the pharmaceutical and biotech industries qualifies him to serve on our Board.
There are no arrangements or understandings between Mr. Glover and any other persons pursuant to which they were selected as a director of the Company. There are no family relationships between Mr. Glover and any other director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Glover is expected to enter into an indemnification agreement with the Company, the form of which was previously filed as Exhibit 10.11 to the Company’s Registration Statement on Form F-1 filed with the SEC on May 28, 2021. Mr. Glover will receive compensation in accordance with the Company’s standard compensatory program for non-employee directors.
Mr. Glover qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Listing Rules and applicable law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release dated May 18, 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 18, 2023 | ||||||
| By: | /s/ Sonja Nelson | |||||
| Name: | Sonja Nelson | |||||
| Title: | Chief Financial Officer | |||||