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| CIK | 1836056 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ambrx Biopharma Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| February 9, 2024 |
AMAM / Ambrx Biopharma Inc. / Artal International S.C.A. - SC 13G/A Passive Investment SC 13G/A 1 d620387dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 2) Ambrx Biopharma Cayman, Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 02290A102** (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Sta |
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| October 23, 2023 |
15-12G OMB Approval OMB Number 3235-0167 Expires: July 31, 2024 Estimated average burden hours per response 1. |
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| October 12, 2023 |
As filed with the Securities and Exchange Commission on October 12, 2023 As filed with the Securities and Exchange Commission on October 12, 2023 Registration No. |
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| October 12, 2023 |
AMENDED AND RESTATED AMBRX BIOPHARMA, INC. A Delaware Corporation Effective October 11, 2023 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AMBRX BIOPHARMA, INC. A Delaware Corporation Effective October 11, 2023 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 2 Section 3. Special Meetings 2 Section 4. Nature of Business at Meetings of Stockholders 2 |
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| October 12, 2023 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW AMBRX BIOPHARMA INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law New Ambrx Biopharma Inc. (the “Corporation”), a Delaware corporation (the “Corporation”), does hereby further certify as follows: (1) The name of the Corporation is New Ambrx Biopharma Inc. (2) The name under which the Corporation was or |
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| October 12, 2023 |
As filed with the Securities and Exchange Commission on October 12, 2023 As filed with the Securities and Exchange Commission on October 12, 2023 Registration No. |
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| October 12, 2023 |
As filed with the Securities and Exchange Commission on October 12, 2023 S-8 POS 1 d497403ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 12, 2023 Registration No. 333-271966 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ambrx Biopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 93-289 |
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| October 12, 2023 |
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (“Agreement”) amends and restates in its entirety that certain Executive Employment Agreement, dated as of [DATE] (the “Previous Employment Agreement”), by and between Ambrx, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Executive”), and is made effective as of |
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| October 12, 2023 |
As filed with the Securities and Exchange Commission on October 12, 2023 As filed with the Securities and Exchange Commission on October 12, 2023 Registration No. |
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| October 12, 2023 |
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): October 12, 2023 (October 11, 2023) Ambrx Biopharma Cayman, Inc. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40505 N/A (State or Other Jurisdiction of In |
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| October 10, 2023 |
AMAM / Ambrx Biopharma Inc - ADR / HOPU Reunion Co Ltd - SC 13G Passive Investment SC 13G 1 ef20012174sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Ambrx Biopharma Inc. (Name of Issuer) Ordinary shares, par value $0.0001 per share (Title of |
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| October 10, 2023 |
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): October 10, 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 Fi |
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| October 6, 2023 |
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): October 6, 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 Fil |
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| September 25, 2023 |
AMAM / Ambrx Biopharma Inc - ADR / Paradigm Biocapital Advisors LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ambrx Biopharma Inc. (Name of Issuer) Ordinary shares, par value $0.0001 per share** (Title of Class of Securities) 02290A102*** (CUSIP Number) September 14, 2023 (Date of Event Which Requires Filing of this statement) Check the appropriate box to designa |
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| September 25, 2023 |
Termination of a Material Definitive Agreement, Other Events 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): September 22, 2023 (September 18, 2023) Ambrx Biopharma Inc. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40505 N/A (State or Other Jurisdiction of Incorp |
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| September 25, 2023 |
EX-99.1 2 tm2326849d2ex-1.htm EXHIBIT 99.1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.0001 per share, of Ambrx Biopharma Inc., and fur |
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| September 15, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): September 15, 2023 (September 11, 2023) Ambrx Biopharma Inc. (Exact name of Registrant as Specified in Its Charter) Cayman Islands 001-40505 N/A (State or Other Jurisdiction of Incorp |
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| September 15, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 11, 2023 (the “Effective Date”), by and among Ambrx Biopharma Inc., a Cayman Islands exempted company (“Ambrx”), New Ambrx Biopharma Inc., a Delaware corporation (“Parent”), and Ambrx Merger Sub Inc., a Cayman Islands exempted company and wholly-owned subsidiary of |
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| September 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| September 6, 2023 |
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): September 1, 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 F |
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| August 25, 2023 |
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): August 25, 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 Fil |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001 |
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| August 9, 2023 |
www.verify.gov.ky File#: 299705 Exhibit 3.2 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Ambrx Biopharma Inc. (ROC#299705) (the "Company") TAKE NOTICE that at an Annual General Meeting of the Company held on 7 June 2023, the following resolution was passed: Approval of an increase in the authorized share capital from US$60,000 divided into 600,000,000 shares of US$0.0001 eac |
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| August 9, 2023 |
Ambrx Biopharma Inc. - Ordinary Shares (Incorporated under the laws of the Cayman Islands) Exhibit 4.4 Ambrx Biopharma Inc. - Ordinary Shares (Incorporated under the laws of the Cayman Islands) Number Shares Share Capital is US$105,000 divided into 1,050,000,000 shares consisting of (i) 950,000,000 Ordinary Shares of a par value of US$0.0001 each; (ii) 100,000,000 undesignated shares of a par value of US$0.0001 each, of such class or classes (however designated) as the board of director |
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| August 9, 2023 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 4.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Ambrx Biopharma Inc. (“we,” “us,” and “our”) is a Cayman Islands exempted company incorporated in May 2015 with limited liability and our affairs are governed by our memorandum and articles of association, the Companies Act (as amended) of the Cayman Islands (the “Companies Act”), and the common law by the Cayman |
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| June 28, 2023 |
Ambrx Announces Closing of $75 Million Market Priced Registered 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 |
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| June 28, 2023 |
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 |
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| June 28, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, without par value (Title of Class of Securities) 02290A102** (CUSIP Number) Abhishe |
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| June 8, 2023 |
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 8, 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 N |
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| May 25, 2023 |
Ambrx Announces $75 Million Market Priced Registered Offering EX-99.1 Exhibit 99.1 Ambrx Announces $75 Million Market Priced Registered Offering SAN DIEGO, May 24, 2023 — Ambrx Biopharma Inc., or Ambrx (or the “Company”) (NASDAQ: AMAM), today announced that it has entered into a securities purchase agreement with clients managed by Darwin Global Management Ltd. (“Darwin”) for the sale of an aggregate of approximately 5.4 million American Depositary Shares of |
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| May 25, 2023 |
EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 23, 2023, between Ambrx Biopharma Inc., an exempted company incorporated in the Cayman Islands (the “Company”), and the purchasers named on the signature pages hereto (each a “Purchaser” and together, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth i |
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| May 25, 2023 |
American Depositary Shares representing Ordinary Shares 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271008 PROSPECTUS SUPPLEMENT (to Prospectus dated May 2, 2023) $75,000,000 American Depositary Shares representing Ordinary Shares We have entered into a purchase agreement (the “Purchase Agreement”) directly with the investors named on the signature pages thereto (the “Purchasers”) relating to the sale of American Depos |
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| May 25, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, without par value (Title of Class of Securities) 02290A102** (CUSIP Number) Abhishe |
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| May 25, 2023 |
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): May 23, 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 N |
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| May 18, 2023 |
Ambrx Appoints Stephen Glover as Chairman of its Board of Directors EX-99.1 Exhibit 99.1 Ambrx Appoints Stephen Glover as Chairman of its Board of Directors SAN DIEGO, May 18, 2023 – Ambrx Biopharma Inc., or Ambrx (NASDAQ: AMAM), today announced that Stephen Glover has joined the Company’s Board of Directors as Chairman. Mr. Glover has extensive experience building successful biopharmaceutical companies, with a focus on pharmaceutical business strategy, corporate |
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| May 18, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| May 18, 2023 |
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): May 18, 2023 Ambrx Biopharma Inc. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40505 N/A (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 16, 2023 |
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): May 15, 2023 Ambrx Biopharma Inc. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40505 N/A (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 16, 2023 |
EX-10.1 Exhibit 10.1 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into and effective as of May 15, 2023, by and between Ambrx, Inc. (the “Company”) and Daniel J. O’Connor (“Executive”). WHEREAS, the Company and Executive have entered into an employment agreement dated as of November 22, 2022 (the “Employment Agreement”); |
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| May 16, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Ambrx Biopharma Inc. |
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| May 16, 2023 |
Power of Attorney (included on the signature page of this Form S-8). S-8 As filed with the Securities and Exchange Commission on May 16, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ambrx Biopharma Inc. (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) |
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| May 11, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00 |
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| May 4, 2023 |
Employment Agreement between Ambrx Biopharma Inc. and Andrew Aromando, dated April 28, 2023 EX-10.1 Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made effective as of April 28, 2023(“Effective Date”), by and between Ambrx, Inc., a Del |
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| May 4, 2023 |
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): April 28, 2023 Ambrx Biopharma Inc. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-40505 N/A (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| April 28, 2023 |
DEF 14A Table of Contents SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 28, 2023 |
Ambrx Biopharma Inc. 10975 North Torrey Pines Road La Jolla, California 92037 Ambrx Biopharma Inc. 10975 North Torrey Pines Road La Jolla, California 92037 VIA EDGAR April 28, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Cindy Polynice Re: Ambrx Biopharma Inc. Registration Statement on Form S-3 (File No. 333-271008) Request for Acceleration of Effective Date Ladies and Ge |
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| April 27, 2023 |
AMAM / Ambrx Biopharma Inc - ADR / COMMODORE CAPITAL LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| April 18, 2023 |
PRE 14A Table of Contents SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 10, 2023 |
EX-99.1 Exhibit 99.1 Corporate Presentation April 2023 Forward-Looking Statements Certain statements contained in this presentation, other than statements of historical fact, are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “believes,” “expects,” “ hopes,” “may,” “wil |
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| April 10, 2023 |
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 April 10, 2023 Date of Report (Date of earliest event reported) 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 |
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| April 3, 2023 |
AMBRX BIOPHARMA INC. 10975 North Torrey Pines Road La Jolla, CA 92037 DEL AM 1 d494386ddelam.htm DEL AM AMBRX BIOPHARMA INC. 10975 North Torrey Pines Road La Jolla, CA 92037 March 31, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Ambrx Biopharma Inc. Registration Statement on Form S-3 (File No. 333-271008) Ladies and Gentlemen: Reference is made to the Registration Statem |
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| March 30, 2023 |
Ambrx Biopharma Inc. Amended and Restated Non-Employee Director Compensation Policy. Exhibit 10.4 AMBRX BIOPHARMA Inc. Non-Employee Director Compensation Policy Adopted and Effective: June 17, 2021 Amended and Restated: August 15, 2022 (the “Effective Date”) Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Ambrx Biopharma Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will rec |
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| March 30, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-405 |
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| March 30, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ambrx Biopharma Inc. |
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| March 30, 2023 |
As filed with the Securities and Exchange Commission on March 30, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on March 30, 2023 Registration No. |
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| March 30, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ambrx Biopharma Inc. |
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| March 30, 2023 |
Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF AMBRX BIOPHARMA INC. Name of Subsidiary Jurisdiction of Incorporation Shanghai Ambrx Biopharma Company Limited China Biolaxy Pharmaceutical Hong Kong Limited Hong Kong Ambrx Australia Pty Limited Australia Ambrx Inc. Delaware |
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| March 30, 2023 |
Description of Securities Registered Under Section 12 of the Exchange Act. Exhibit 4.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Ambrx Biopharma Inc. (“we,” “us,” and “our”) is a Cayman Islands exempted company incorporated in May 2015 with limited liability and our affairs are governed by our memorandum and articles of association, the Companies Act (as amended) of the Cayman Islands (the “Companies Act”), and the common law by the Cayman |
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| March 30, 2023 |
Exhibit 10.17 Ambrx Biopharma, Inc. 10975 Torrey Pines Road La Jolla, CA 92037 March 8, 2022 Sonja Nelson San Diego, CA Dear Sonja: This letter agreement (this “Amendment”) memorializes certain amendments to your executive employment agreement, dated June 4, 2021 (the “Employment Agreement”), between you and Ambrx Biopharma, Inc. (the “Company”), as set forth below. 1. Section 14(a)(ii) of the Emp |
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| March 30, 2023 |
Exhibit 10.15 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made effective as of November 1, 2022 (“Effective Date”), by and between Ambrx, Inc., a Delawar |
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| March 30, 2023 |
As filed with the Securities and Exchange Commission on March 30, 2023 S-8 As filed with the Securities and Exchange Commission on March 30, 2023 Registration No. |
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| March 30, 2023 |
Exhibit 10.18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. March 8, 2022 Sonja Nelson RE: Retention Agreement Dear Sonja: As an incentive for you to remain with Ambrx Biopharma Inc. (the “Company”), the Company is offering you the opportu |
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| March 16, 2023 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| March 16, 2023 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| March 16, 2023 |
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary shares, $0. |
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| March 16, 2023 |
25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40505 Ambrx Biopharma Inc. New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 10975 T |
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| March 16, 2023 |
AMAM / Ambrx Biopharma Inc - ADR / D. E. SHAW & CO, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Ambrx Biopharma Inc. (Name of Issuer) Ordinary shares, $0.0001 par value per share (Title of Class of Securities) 02290A102(1) (CUSIP Number) March 6, 2023 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedul |
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| March 16, 2023 |
8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Ambrx Biopharma Inc. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Empl |
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| March 13, 2023 |
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 March 13, 2023 Date of Report (Date of earliest event reported) 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 |
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| March 13, 2023 |
Ambrx Raises $78 Million and Completes its ATM Program EX-99.1 Exhibit 99.1 Ambrx Raises $78 Million and Completes its ATM Program SAN DIEGO, March 13, 2023 – Ambrx Biopharma Inc., or Ambrx (NYSE: AMAM), today announced that it has completed net sales of approximately $78 million of American Depositary Shares (“ADSs”) pursuant to the Company’s at-the-market (“ATM”) program established on Aug 5, 2022, through Cowen and Company LLC (“TD Cowen”), acting |
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| March 13, 2023 |
SC 13G/A 1 schedule13g.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 02290A102 (CUSIP Number) March 3, 2023 (Date of Event which Requires Filing of this Statement) Ch |
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| March 8, 2023 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Ordinary Shares of Ambrx Biopharma Inc.. This Joint Filing Agreement shal |
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| March 8, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, without par value (Title of Class of Securities) 02290A102** (CUSIP Number) Abhishek T |
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| March 6, 2023 |
EX-99.1 Exhibit 99.1 Ambrx to Commence Trading on Nasdaq Company to Transfer Stock Exchange Listing from NYSE to Nasdaq Ticker symbol will remain “AMAM” SAN DIEGO, March 6, 2023 —Ambrx Biopharma Inc. (NYSE: AMAM) (“Ambrx” or “the Company”) today announced that it will voluntarily transfer its stock exchange listing to the Nasdaq Stock Market from the New York Stock Exchange, effective March 16, 20 |
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| March 6, 2023 |
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 March 5, 2023 Date of Report (Date of earliest event reported) 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 N |
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| March 3, 2023 |
AMAM / Ambrx Biopharma Inc - ADR / COMMODORE CAPITAL LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 3, 2023 |
AMAM / Ambrx Biopharma Inc - ADR / COMMODORE CAPITAL LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 1, 2023 |
EX-99.1 Exhibit 99.1 ACE-Breast-02 Pivotal Phase 3 Study of Ambrx’s ARX788 for the Treatment of HER2 Positive Metastatic Breast Cancer Achieves Positive Results Interim analysis of the ACE-Breast-02 study being conducted by Ambrx’s partner, NovoCodex Biopharmaceuticals, was completed by the Independent Data Monitoring Committee (IDMC) The pivotal Phase 3 ACE-Breast-02 study met its pre-specified i |
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| March 1, 2023 |
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 March 1, 2023 Date of Report (Date of earliest event reported) 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 N |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Ambrx Biopharma Inc. (Name of Issuer) Ordinary shares, par value $0.0001 per share (Title of Class of Securities) 02290A102** (CUSIP Number) February 16, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t |
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| February 24, 2023 |
EX-99.1 Analyst and Investor Day February 24, 2023 Exhibit 99.1 Forward-Looking Statements Certain statements contained in this presentation, other than statements of historical fact, are "forward-looking" statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “believes,” “expects,” “hopes,” “ |
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| February 24, 2023 |
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 February 22, 2023 Date of Report (Date of earliest event reported) 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 Fi |
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| February 17, 2023 |
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 February 16, 2023 Date of Report (Date of earliest event reported) 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 Fi |
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| February 17, 2023 |
Exhibit 99.1 ARX517, Ambrx’s Proprietary Anti-PSMA ADC, Shows Encouraging Single-Agent Safety and Efficacy Data in Patients with Advanced Prostate Cancer • First clinical data from ongoing Phase 1 dose escalation trial (APEX-01) shows a prostate-specific antigen (PSA) decrease of > 50% reduction in PSA levels from baseline in 3 of 3 patients with metastatic prostate cancer receiving ARX517 at 2.0 |
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| February 14, 2023 |
SC 13G/A 1 schedule13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 02290A102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appr |
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| February 14, 2023 |
SC 13G/A 1 tm235913d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ambrx Biopharma Inc. (Name of Issuer) Ordinary shares, par value $0.0001 per share (Title of Class of Securities) 02290A102** (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement |
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| February 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 02290A102** (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pur |
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| February 13, 2023 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 1) Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 02290A102** (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| February 9, 2023 |
SC 13G/A 1 p23-0670sc13ga.htm AMBRX BIOPHARMA INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 02290A102 ** (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) |
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| February 6, 2023 |
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 February 6, 2023 Date of Report (Date of earliest event reported) 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 Fil |
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| January 30, 2023 |
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 January 27, 2023 Date of Report (Date of earliest event reported) 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 Fil |
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| December 19, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 02290A102** (CUSIP Number) December 9, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuan |
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| December 16, 2022 |
–Receipt of NYSE Non-Compliance Letter Regarding – Exhibit 99.1 ?Receipt of NYSE Non-Compliance Letter Regarding ? San Diego?Ambrx Biopharma Inc. (Ambrx) (NYSE: AMAM), a clinical stage biopharmaceutical company using its proprietary Engineered Precision Biologics platform to create antibody drug conjugates, announced today that it received a notice (the Notice) on November 23, 2022 from the New York Stock Exchange (NYSE) that it was not in complia |
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| December 16, 2022 |
6-K 1 d426111d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 16, 2022 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey P |
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| December 13, 2022 |
EX-99.2 Exhibit 99.2 ACE-Breast-03: Efficacy and safety of ARX788 in patients with HER2+ metastatic breast cancer previously PD18-09 treated with T-DM1 Background Demographics Efficacy Results Key Takeaways Safety Results Characteristic Patients (N = 7) Spider Plot for ACE-Breast-03 Safety profile Amplification of the human epidermal growth • ARX788 provided clinical benefit to patients 50% Age fa |
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| December 13, 2022 |
EX-99.1 Exhibit 99.1 Ambrx Announces Encouraging Preliminary Safety and Efficacy Data Evaluating ARX788 in HER2 Positive Metastatic Breast Cancer Patients Who Progressed Following T-DM1 Treatment San Antonio Breast Cancer Symposium 2022 (SABCS) poster – Data to be discussed in a Spotlight Poster Presentation at the 2022 San Antonio Breast Cancer Symposium – – Preliminary Phase 2 results from ACE-B |
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| December 13, 2022 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 13, 2022 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, C |
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| November 1, 2022 |
Ambrx Biopharma Inc. Appoints Daniel O’Connor as Chief Executive Officer Exhibit 99.1 Ambrx Biopharma Inc. Appoints Daniel O?Connor as Chief Executive Officer SAN DIEGO, Calif., November 1, 2022 ? Ambrx Biopharma Inc., or Ambrx, (NYSE: AMAM), a clinical stage biopharmaceutical company using an expanded genetic code technology platform to create Engineered Precision Biologics (EPBs), today announced the appointment of Daniel O?Connor as Chief Executive Officer. ?On beha |
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| November 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 November 1, 2022 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, Califo |
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| October 18, 2022 |
Strategic Reprioritization and Corporate Update NYSE: AMAM October 2022 Exhibit 99. |
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| October 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 October 18, 2022 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, Califo |
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| October 18, 2022 |
Exhibit 99.1 Ambrx Biopharma Inc. Announces Strategic Reprioritization and Provides Corporate Update - Company now focused on earlier stage engineered antibody drugs for cancer therapies, including new lead asset ARX517 ? - Revised focus and projected cost-reductions expected to extend cash runway into 2025 ? - Ambrx to host a conference call today at 5:00 p.m. EDT / 2:00 p.m. PDT - SAN DIEGO, Cal |
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| August 29, 2022 |
Exhibit 99.1 Ambrx Biopharma Inc. Reports 1H 2022 Financial Results and Provides Corporate Update - Appointed Kate Hermans as Interim Chief Executive Officer ? SAN DIEGO, Calif., August 29, 2022 ? Ambrx Biopharma Inc., or Ambrx, (NYSE: AMAM), a clinical stage biopharmaceutical company using an expanded genetic code technology platform to create Engineered Precision Biologics (EPBs), today provided |
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| August 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 August 29, 2022 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, Califor |
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| August 29, 2022 |
AMBRX BIOPHARMA INC. INDEX TO CONDENSED CONSOLIDATED FINANCIAL Table of Contents Table of Contents Exhibit 99.1 AMBRX BIOPHARMA INC. INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed Consolidated Balance Sheets (Unaudited) F- 2 Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) F- 3 Condensed Consolidated Statements of Changes in Shareholders? Equity and of Changes in Redeemable Noncontrolling Interests, Conve |
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| August 29, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 August 2 9 , 2022 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Ro |
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| August 16, 2022 |
Exhibit 99.1 Ambrx Biopharma Appoints Kate Hermans as Interim CEO, Replacing Feng Tian - Katrin Rupalla, Ph.D., appointed Chair of Ambrx?s Board of Directors - - Ambrx to conduct strategic pipeline review with focus on commercial opportunity and cash runway extension - - Dr. Tian will continue to be available to Ambrx in an advisory capacity - SAN DIEGO, Calif., August 16, 2022 ? Ambrx Biopharma I |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 August 16, 2022 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, Califor |
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| August 5, 2022 |
Up to $80,000,000 American Depositary Shares representing Ordinary Shares Filed Pursuant to Rule 424(b)(5) Registration No. 333-266404 PROSPECTUS Up to $80,000,000 American Depositary Shares representing Ordinary Shares We have entered into a sales agreement, or the sales agreement, with Cowen and Company LLC, or Cowen, relating to the sale of American Depositary Shares, or ADSs, representing ordinary shares. In accordance with the terms of the sales agreement, we may o |
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| August 3, 2022 |
Ambrx Biopharma Inc. 10975 North Torrey Pines Road La Jolla, California 92037 CORRESP 1 filename1.htm Ambrx Biopharma Inc. 10975 North Torrey Pines Road La Jolla, California 92037 VIA EDGAR August 3, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Tim Buchmiller Re: Ambrx Biopharma Inc. Registration Statement on Form F-3 (File No. 333-266404) Request for Acceleration of Effe |
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| July 29, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Ambrx Biopharma Inc. |
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| July 29, 2022 |
Exhibit 1.2 AMBRX BIOPHARMA INC. $80,000,000 AMERICAN DEPOSITARY SHARES EACH REPRESENTING 7 ORDINARY SHARES SALES AGREEMENT July 29, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Ambrx Biopharma Inc. (the ?Company?), confirms its agreement (this ?Agreement?) with Cowen and Company, LLC (?Cowen?), as follows: 1. Issuance and Sale of Shares. The Company ag |
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| July 29, 2022 |
As filed with the Securities and Exchange Commission on July 29, 2022. Table of Contents As filed with the Securities and Exchange Commission on July 29, 2022. |
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| July 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 July 5, 2022 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, California |
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| June 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 June 6, 2022 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, California |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 May 17, 2022 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, California |
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| April 26, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| April 26, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ambrx Biopharma Inc. |
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| April 26, 2022 |
EX-13.2 Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), Sonja Nelson, Chief Financial Officer of Ambrx Biopharma Inc. (the “Company”), hereby certifies that, to the best o |
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| April 26, 2022 |
EX-12.2 Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sonja Nelson, certify that: 1. I have reviewed this annual report on Form 20-F of Ambrx Biopharma Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a materia |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 April 26, 2022 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, Californ |
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| April 26, 2022 |
Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP. EX-15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-257264 on Form S-8 of our report dated April 26, 2022, relating to the financial statements of Ambrx Biopharma Inc. appearing in this Annual Report on Form 20-F for the year ended December 31, 2021. /s/ Deloitte & Touche LLP San Diego, Califor |
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| April 26, 2022 |
As filed with the Securities and Exchange Commission on April 26, 2022 As filed with the Securities and Exchange Commission on April 26, 2022 Registration No. |
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| April 26, 2022 |
Ambrx Biopharma Inc. Reports Full Year 2021 Financial Results; Provides Corporate Update Exhibit 99.1 Ambrx Biopharma Inc. Reports Full Year 2021 Financial Results; Provides Corporate Update SAN DIEGO, Calif., April 26, 2022 ? Ambrx Biopharma Inc., or Ambrx, (NYSE: AMAM), a clinical stage biopharmaceutical company using an expanded genetic code technology platform to create Engineered Precision Biologics, today provided a corporate update and reported financial results for the full ye |
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| April 26, 2022 |
EX-13.1 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), Feng Tian, Ph.D., President, Chief Executive Officer and Chairman of the Board of Directors of Ambrx Biopharma Inc. |
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| April 26, 2022 |
EX-12.1 Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Feng Tian, Ph.D., certify that: 1. I have reviewed this annual report on Form 20-F of Ambrx Biopharma Inc. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a mat |
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| April 26, 2022 |
Description Of Securities Registered Under Section 12 of the Exchange Act. Exhibit 2.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2021, Ambrx Biopharma Inc., or ?we,? ?us,? and ?our?, had the following series of securities registered pursuant to Section 12(b) of the Securities Exchange Act, as amended, or Exchange Act: Title of each class Trading symbol Name of each exchange on which registered American Depositary Shares |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 02290A102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 11, 2022 |
SC 13G/A 1 tm226019d4sc13ga.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ambrx Biopharma Inc. (Name of Issuer) Ordinary shares, par value $0.0001 per share (Title of Class of Securities) 02290A102** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Sta |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 02290A102** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 February 7, 2022 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, Califo |
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| January 18, 2022 |
SC 13G 1 p21-2786sc13g.htm AMBRX BIOPHARMA INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 02290A102 ** (CUSIP Number) January 5, 2022 (Date of Event Which Requires Filing of This Statement) Check t |
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| January 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 January 4, 2022 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, Califor |
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| December 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 9, 2021 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, Califo |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 November 22, 2021 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, Calif |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 November 8, 2021 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, Califo |
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| November 8, 2021 |
Precision Biologics for Life NYSE: AMAM November 2021 Exhibit 99.1 Forward-Looking Statements ? 2021 Ambrx Biopharma Inc. All rights reserved Certain statements contained in this presentation, other than statements of historical fact, are "forward-looking" statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use |
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| October 28, 2021 |
Ambrx Biopharma Inc. Reports 1H 2021 Financial Results and Provides Corporate Update Exhibit 99.1 Ambrx Biopharma Inc. Reports 1H 2021 Financial Results and Provides Corporate Update SAN DIEGO, Calif., October 28, 2021 ? Ambrx Biopharma Inc., or Ambrx, (NYSE: AMAM), a clinical stage biopharmaceutical company using an expanded genetic code technology platform to discover and develop Engineered Precision Biologics (EPBs), today provided a corporate update and reported financial resu |
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| October 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 October 28, 2021 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, Califo |
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| October 28, 2021 |
Exhibit 99.1 AMBRX BIOPHARMA INC. INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed Consolidated Balance Sheets (Unaudited) F-2 Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) F-3 Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interests, Convertible Preferred Shares and Shareholders? Equity (Deficit) (Unaudited) F-4 Co |
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| October 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 October 28, 2021 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 Torrey Pines Road La Jolla, Califo |
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| October 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Month of October 2021 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant?s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 North Torrey Pines Ro |
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| July 12, 2021 |
Artal International S.C.A. - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. ) Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 02290A102** (CUSIP Number) June 22, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| July 12, 2021 |
EXHIBIT 1 JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13G with respect to the Ordinary Shares, par value $0. |
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| July 2, 2021 |
HBM Healthcare Investments (Cayman) Ltd. - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ambrx Biopharma, Inc. (Name of Issuer) Ordinary shares, par value $0.0001 per share (Title of Class of Securities) 02290A102** (CUSIP Number) June 22, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| July 2, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of July 2, 2021, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare Fund III, LP, Cormorant Private Healthcare GP III, LLC, Cormorant Asset Management, LP and Bihua Chen (collectively, the ?Filers?). Each of the Filers may be required to file with th |
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| July 2, 2021 |
Cormorant Asset Management, LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ambrx Biopharma Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 02290A102 (CUSIP Number) June 22, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| July 2, 2021 |
6-K 1 d188863d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Month of June 2021 (Commission File No. 001-40505) Ambrx Biopharma Inc. (Translation of registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 10975 |
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| June 22, 2021 |
Exhibit 4.4 TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Beneficial Owner 1 (e) Custodian 2 (f) Deliver, execute, issue et al. 2 (g) Delivery Order 2 (h) Deposited Securities 2 (i) Direct Registration System 2 (j) Holder 2 (k) Securities Act of 1933 2 (l) Securities Exchange Act of 1934 3 (m) Shares |
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| June 22, 2021 |
As filed with the Securities and Exchange Commission on June 22, 2021 As filed with the Securities and Exchange Commission on June 22, 2021 Registration No. |
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| June 22, 2021 |
Exhibit 4.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF AMBRX BIOPHARMA INC. (Adopted by a Special Resolution passed on April 1, 2021 and effective immediately prior to the completion of the initial public offering of the Company?s American Depositary Shares representing its Ordinary Shares) 1. The name of the Com |
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| June 21, 2021 |
7,000,000 American Depositary Shares Representing 49,000,000 Ordinary Shares Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-256639 7,000,000 American Depositary Shares Representing 49,000,000 Ordinary Shares This is an initial offering of American depositary shares (ADSs), representing ordinary shares of Ambrx Biopharma Inc. We are offering 7,000,000 ADSs. Each ADS represents seven ordinary shares, $0.0001 par value per share. Prior to this offerin |
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| June 15, 2021 |
AMBRX BIOPHARMA INC. 10975 North Torrey Pines Road La Jolla, California 92037 AMBRX BIOPHARMA INC. 10975 North Torrey Pines Road La Jolla, California 92037 June 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Michael Fay Brian Cascio Margaret Schwartz Laura Crotty Re: Ambrx Biopharma Inc. Registration Statement on Form F-1, as amended (File No. 333-256639) Requ |
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| June 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 Ambrx Biopharma Inc. |
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| June 15, 2021 |
June 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Ambrx Biopharma Inc. Registration Statement on Form F-1 Registration No. 333-256639 Acceleration Request Requested Date: June 17, 2021 Requested Time: 4:00 PM, Eastern Daylight Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act o |
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| June 14, 2021 |
Ambrx Biopharma Inc. Non-Employee Director Compensation Policy. Exhibit 10.18 AMBRX BIOPHARMA INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the ?Board?) who is not also serving as an employee of or consultant to Ambrx Biopharma Inc. (the ?Company?) or any of its subsidiaries (each such member, an ?Eligible Director?) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her |
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| June 14, 2021 |
Exhibit (a) TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Beneficial Owner 1 (e) Custodian 2 (f) Deliver, execute, issue et al. 2 (g) Delivery Order 2 (h) Deposited Securities 2 (i) Direct Registration System 2 (j) Holder 2 (k) Securities Act of 1933 2 (l) Securities Exchange Act of 1934 3 (m) Shares |
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| June 14, 2021 |
Executive Employment Agreement by and between the Registrant and Sonja Nelson, dated June 4, 2021. Exhibit 10.23 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?) is made effective as of June 4, 2021 (?Effective Date?), by and between Ambrx, Inc., a Delaware corporation (the ?Company?), and SONJA NELSON, CPA (?Executive?). The parties agree as follows: 1. Employment. The Company hereby employs Executive commencing effective as of a mutually agreed upon date toward |
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| June 14, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 Ambrx Biopharma Inc. American Depositary Shares Underwriting Agreement [?], 2021 Goldman Sachs & Co. LLC, BofA Securities Inc., Cowen and Company, LLC, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198 c/o BofA Securities, Inc., One Bryant Park, New York, New York 10036 c/o Cowen and Co |
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| June 14, 2021 |
Table of Contents Exhibit 10.16 AMBRX BIOPHARMA INC. 2021 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 3, 2021 APPROVED BY THE SHAREHOLDERS: JUNE 9, 2021 Table of Contents TABLE OF CONTENTS Page 1. GENERAL. 1 2. SHARES SUBJECT TO THE PLAN. 1 3. ELIGIBILITY AND LIMITATIONS. 2 4. OPTIONS AND SHARE APPRECIATION RIGHTS. 3 5. AWARDS OTHER THAN OPTIONS AND SHARE APPRECIATION RIGHTS. 7 6 |
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| June 14, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 14, 2021 As filed with the U.S. Securities and Exchange Commission on June 14, 2021 Registration No. 333-256765 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6/A PRE-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts Ambrx Biopharma Inc. (Exact name of issuer of deposited secur |
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| June 14, 2021 |
EX-4.4 4 d108474dex44.htm EX-4.4 Exhibit 4.4 SHAREHOLDERS AGREEMENT SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2020 by and among: 1. Ambrx Biopharma Inc., an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”); 2. The person(s) listed on Schedule I hereto (such person(s), |
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| June 14, 2021 |
Exhibit 10.17 AMBRX BIOPHARMA INC. 2021 EMPLOYEE SHARE PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 3, 2021 APPROVED BY THE SHAREHOLDERS: JUNE 9, 2021 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase Ordinary Shares. The Plan permits the Company to grant a serie |
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| June 14, 2021 |
Registrant’s Specimen Certificate for Ordinary Shares. Exhibit 4.1 Ambrx Biopharma Inc. - Ordinary Shares (Incorporated under the laws of the Cayman Islands) Number Shares Share Capital is US$60,000 divided into 600,000,000 shares consisting of (i) 500,000,000 Ordinary Shares of a par value of US$0.0001 each; (ii) 100,000,000 undesignated shares of a par value of US$0.0001 each, of such class or classes (however designated) as the board of directors m |
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| June 14, 2021 |
As filed with the Securities and Exchange Commission on June 14, 2021. Table of Contents As filed with the Securities and Exchange Commission on June 14, 2021. |
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| June 14, 2021 |
Sean M. Clayton T: +1 858 550 6034 [email protected] June 14, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Margaret Schwartz and Laura Crotty Re: Ambrx Biopharma Inc. Amendment No. 1 to F-1 Registration Statement Filed May 28, 2021 File No. 333-256639 Ladies and Gentlemen: On behalf of Ambrx Biopharma Inc. (?Ambrx? o |
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| June 4, 2021 |
Exhibit (d) Troutman Pepper Hamilton Sanders LLP 875 Third Avenue New York, NY 10022 troutman. |
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| June 4, 2021 |
Exhibit (a) TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Beneficial Owner 1 (e) Custodian 2 (f) Deliver, execute, issue et al. 2 (g) Delivery Order 2 (h) Deposited Securities 2 (i) Direct Registration System 2 (j) Holder 2 (k) Securities Act of 1933 2 (l) Securities Exchange Act of 1934 3 (m) Shares |
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| June 4, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 3, 2021 As filed with the U.S. Securities and Exchange Commission on June 3, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts Ambrx Biopharma Inc. (Exact name of issuer of deposited securities as specified in its charter) n/a (Tr |
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| May 28, 2021 |
Exhibit 4.4 SHAREHOLDERS AGREEMENT SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (this ?Agreement?) is made and entered into as of November 6, 2020 by and among: 1. Ambrx Biopharma Inc., an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the ?Company?); 2. The person(s) listed on Schedule I hereto (such person(s), together with the Management Foun |
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| May 28, 2021 |
Exhibit 10.14 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?) is made effective as of September 25, 2020, (?Effective Date?), by and between Ambrx, Inc., a Delaware corporation (the ?Company?), and Jinchun (AKA ?Joy?) Yan, MD, PhD (?Executive?). The parties agree as follows: 1. Employment. The Company hereby employs Executive commencing effective as of Octoberl9 , |
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| May 28, 2021 |
Exhibit 10.12 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of June 19, 2018 by and between Ambrx, Inc., a Delaware corporation (the ?Company?) and Feng Tian (the ?Executive?) (collectively the ?Parties?; individually a ?Party?). WHEREAS, the Company is a wholly-owned subsidiary of Ambrx Biopharma Inc., a Cayman corporation (the ?Parent?); WHEREAS, |
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| May 28, 2021 |
Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AMBRX BIOPHARMA INC. (Adopted by Special Resolution passed on November 4, 2020 and effective from November 6, 2020) THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF A |
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| May 28, 2021 |
Exhibit 10.7 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND RESTATED COLLABORATIVE LICENSE AGREEMENT This Amended and Restated Collaborative License Agreement (the ?Agreement?) is entered into and made effective as of October 1 |
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| May 28, 2021 |
Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. UNIVERSITY OF CALIFORNIA, BERKELEY OFFICE OF TECHNOLOGY LICENSING EXCLUSIVE LICENSE AGREEMENT FOR CYCLOADDITIONS IN BIOLOGICAL SYSTEMS PROMOTED BY STRAINED II-BONDS UC Case No.: B0 |
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| May 28, 2021 |
Exhibit 10.10 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CO-DEVELOPMENT AND LICENSE AGREEMENT between SINO BIOPHARMACEUTICAL CO., LTD. and AMBRX, INC. Dated as of January 13, 2020 1 This CO-DEVELOPMENT AND LICENSE AGREEMENT (this ?Agree |
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| May 28, 2021 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. LICENSE AGREEMENT This License Agreement is entered into and made effective as of this 26th day of August, 2003 (the ?Effective Date?), by and between THE SCRIPPS RESEARCH INSTITUT |
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| May 28, 2021 |
Exhibit 10.19 LEASE AGREEMENT THIS LEASE AGREEMENT is made this 15th day of March, 2005, between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (?Landlord?), and AMBRX, INC., a Delaware corporation (?Tenant?). Address: 10975 North Torrey Pines Road, La Jolla, California Premises: That portion of the Building (as defined below), containing approximately 36,058 rentable squa |
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| May 28, 2021 |
Exhibit 10.20 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (this ?First Amendment?) is made as of May 19, 2005, by and between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (?Landlord?), and AMBRX, INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant are parties to that certain Lease Agreement dated as of March 15, 2005 (t |
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| May 28, 2021 |
Exhibit 10.21 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this ?Second Amendment?) is made as of December 1, 2011, by and between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (?Landlord?), and AMBRX, INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant are parties to that certain Lease Agreement dated as of March 15, 2005, as amended by |
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| May 28, 2021 |
Exhibit 10.3 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. COLLABORATION AND LICENSE AGREEMENT (Relaxin) This Collaboration and License Agreement (the ?Agreement?) is made and entered into effective as of September 21, 2011 (the ?Effective |
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| May 28, 2021 |
Exhibit 10.9 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CO-DEVELOPMENT AND LICENSE AGREEMENT among NOVOCODEX BIOPHARMACEUTICALS LTD. and AMBRX, INC. Dated as of 22 October, 2019 1 This CO-DEVELOPMENT AND LICENSE AGREEMENT (this ?Agreeme |
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| May 28, 2021 |
Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.2). Exhibit 4.2 TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Beneficial Owner 1 (e) Custodian 2 (f) Deliver, execute, issue et al. 2 (g) Delivery Order 2 (h) Deposited Securities 2 (i) Direct Registration System 2 (j) Holder 2 (k) Securities Act of 1933 2 (l) Securities Exchange Act of 1934 3 (m) Shares |
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| May 28, 2021 |
Exhibit 10.15 AMBRX BIOPHARMA SHARE INCENTIVE PLAN (As Amended and Restated effective August 2, 2019, and further amended November 6, 2020 and February 7, 2021) ARTICLE 1. PURPOSE The purpose of the Ambrx Biopharma Share Incentive Plan (the ?Plan?) is to enable Ambrx Biopharma, Inc., a Cayman Island company (the ?Company?) to attract and retain the services of employees, consultants and members of |
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| May 28, 2021 |
Exhibit 10.4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. COLLABORATION AND LICENSE AGREEMENT (FGF21) THIS COLLABORATION AND LICENSE AGREEMENT (the ?Agreement?) is made and entered into effective as of September 21, 2011 (the ?Effective D |
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| May 28, 2021 |
Exhibit 10.6 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CO-DEVELOPMENT AND LICENSE AGREEMENT Between Zhejiang Medical Corporation and AMBRX, INC. Dated as of June 14, 2013 CO-DEVELOPMENT AND LICENSE AGREEMENT This CO-DEVELOPMENT AND LIC |
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| May 28, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on May 28, 2021. |
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| May 28, 2021 |
Exhibit 10.8 CONFIDENTIAL EXECUTION VERSION CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT THIS COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT (this ?Agreement?) is made and entered into effectiv |
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| May 28, 2021 |
Exhibit 10.5 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT THIS RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT (this ?Agreement?), effective as of April 1, 2013 (the ?Effective |
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| May 28, 2021 |
Exhibit 10.11 AMBRX BIOPHARMA INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is made as of , by and between Ambrx Biopharma Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the ?Company?), and [Name of Director/Officer] ([US passport/ID]:[*]) WHEREAS, the Indemnitee has agreed to serve as a director or officer of the Compan |
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| May 28, 2021 |
Sean M. Clayton T: +1 858 550 6034 [email protected] May 28, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Margaret Schwartz and Laura Crotty Re: Ambrx Biopharma Inc. Amendment No. 1 to Draft Registration Statement on Form F-1 Filed March 15, 2021 File No. 0001836056 Ladies and Gentlemen: On behalf of Ambrx Biopharma |
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| May 28, 2021 |
Executive Employment Agreement, by and between the Registrant and Simon Allen, dated March 20, 2019. Exhibit 10.13 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?) is made effective as of 20 March, 2019 (?Effective Date?), by and between Ambrx, Inc., a Delaware corporation (the ?Company?), and Simon Allen (?Executive?). The parties agree as follows: 1. Employment. The Company hereby employs Executive commencing effective as of March 29, 2019 (the ?Employment Commen |
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| May 28, 2021 |
Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF AMBRX BIOPHARMA INC. (Adopted by a Special Resolution passed on 2021 and effective immediately prior to the completion of the initial public offering of the Company?s American Depositary Shares representing its Ordinary Shares) 1. The name of the Company is A |
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| May 28, 2021 |
Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF AMBRX BIOPHARMA INC. Name of Subsidiary Jurisdiction of Incorporation Shanghai Ambrx Biomedical Co., Ltd. Biolaxy Pharmaceutical Hong Kong Limited Ambrx Australia Pty Limited Ambrx Inc. China Honk Kong Australia Delaware |
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| May 28, 2021 |
Exhibit 10.22 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (this ?Third Amendment?) is made as of July 28, 2016 (?Effective Date?), by and between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (?Landlord?), and AMBRX, INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant are parties to that certain Lease Agreement dated March 15, 2005, as amen |
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| March 15, 2021 |
Exhibit 10.5 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT THIS RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT (this ?Agreement?), effective as of April 1, 2013 (the ?Effective Date?), by a |
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| March 15, 2021 |
Exhibit 10.3 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. COLLABORATION AND LICENSE AGREEMENT (Relaxin) This Collaboration and License Agreement (the ?Agreement?) is made and entered into effective as of September 21, 2011 (the ?Effective Date?) by an |
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| March 15, 2021 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AGREEMENT This License Agreement is entered into and made effective as of this 26th day of August, 2003 (the ?Effective Date?), by and between THE SCRIPPS RESEARCH INSTITUTE, a Californ |
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| March 15, 2021 |
Exhibit 10.6 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CO-DEVELOPMENT AND LICENSE AGREEMENT Between Zhejiang Medical Corporation and AMBRX, INC. Dated as of June 14, 2013 CO-DEVELOPMENT AND LICENSE AGREEMENT This CO-DEVELOPMENT AND LICENSE AGREEMEN |
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| March 15, 2021 |
AMENDED AND RESTATED COLLABORATIVE LICENSE AGREEMENT Exhibit 10.7 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDED AND RESTATED COLLABORATIVE LICENSE AGREEMENT This Amended and Restated Collaborative License Agreement (the ?Agreement?) is entered into and made effective as of October 10, 2014 (the |
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| March 15, 2021 |
Exhibit 10.4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. COLLABORATION AND LICENSE AGREEMENT (FGF21) THIS COLLABORATION AND LICENSE AGREEMENT (the ?Agreement?) is made and entered into effective as of September 21, 2011 (the ?Effective Date?) by and |
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| March 15, 2021 |
Exhibit 10.9 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CO-DEVELOPMENT AND LICENSE AGREEMENT among NOVOCODEX BIOPHARMACEUTICALS LTD. and AMBRX, INC. Dated as of 22 October, 2019 1 This CO-DEVELOPMENT AND LICENSE AGREEMENT (this ?Agreement?), effecti |
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| March 15, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 12, 2021 as Amendment No. |
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| March 12, 2021 |
Sean M. Clayton T: +1 858 550 6034 [email protected] March 12, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Michael Fay and Brian Cascio Re: Ambrx Biopharma Inc. Draft Registration Statement on Form F-1 Filed February 3, 2021 File No. 0001836056 Ladies and Gentlemen: On behalf of Ambrx Biopharma Inc. (“Ambrx” or the |
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| February 3, 2021 |
Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AMBRX BIOPHARMA INC. (Adopted by Special Resolution passed on November 4, 2020 and effective from November 6, 2020) THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF A |
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| February 3, 2021 |
Exhibit 10.20 LEASE AGREEMENT THIS LEASE AGREEMENT is made this 15th day of March, 2005, between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (?Landlord?), and AMBRX, INC., a Delaware corporation (?Tenant?). Address: 10975 North Torrey Pines Road, La Jolla, California Premises: That portion of the Building (as defined below), containing approximately 36,058 rentable squa |
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| February 3, 2021 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.14 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?) is made effective as of September 25, 2020, (?Effective Date?), by and between Ambrx, Inc., a Delaware corporation (the ?Company?), and Jinchun (AKA ?Joy?) Yan, MD, PhD (?Executive?). The parties agree as follows: 1. Employment. The Company hereby employs Executive commencing effective as of Octoberl9 , |
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| February 3, 2021 |
Exhibit 10.22 SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this ?Second Amendment?) is made as of December 1, 2011, by and between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (?Landlord?), and AMBRX, INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant are parties to that certain Lease Agreement dated as of March 15, 2005, as amended by |
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| February 3, 2021 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.13 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?) is made effective as of 20 March, 2019 (?Effective Date?), by and between Ambrx, Inc., a Delaware corporation (the ?Company?), and Simon Allen (?Executive?). The parties agree as follows: 1. Employment. The Company hereby employs Executive commencing effective as of March 29, 2019 (the ?Employment Commen |
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| February 3, 2021 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.12 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into as of June 19, 2018 by and between Ambrx, Inc., a Delaware corporation (the ?Company?) and Feng Tian (the ?Executive?) (collectively the ?Parties?; individually a ?Party?). WHEREAS, the Company is a wholly-owned subsidiary of Ambrx Biopharma Inc., a Cayman corporation (the ?Parent?); WHEREAS, |
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| February 3, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 3, 2021. |
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| February 3, 2021 |
Exhibit 10.23 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (this ?Third Amendment?) is made as of July 28, 2016 (?Effective Date?), by and between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (?Landlord?), and AMBRX, INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant are parties to that certain Lease Agreement dated March 15, 2005, as amen |
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| February 3, 2021 |
Exhibit 4.4 SHAREHOLDERS AGREEMENT SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (this ?Agreement?) is made and entered into as of November 6, 2020 by and among: 1. Ambrx Biopharma Inc., an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the ?Company?); 2. The person(s) listed on Schedule I hereto (such person(s), together with the Management Foun |
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| February 3, 2021 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.15 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?) is made effective as of December 16, 2020 (?Effective Date?), by and between Ambrx, Inc., a Delaware corporation (the ?Company?), and GARY YEUNG, MBA, CFA(?Executive?). The parties agree as follows: 1. Employment. The Company hereby employs Executive commencing effective as of December 16, 2020 (the ?Emp |
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| February 3, 2021 |
FIRST AMENDMENT TO LEASE AGREEMENT Exhibit 10.21 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (this ?First Amendment?) is made as of May 19, 2005, by and between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (?Landlord?), and AMBRX, INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant are parties to that certain Lease Agreement dated as of March 15, 2005 (t |
