UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| * | Not for trading, but only in connection with the listing of the American Depositary Shares on the Nasdaq Global Select Market. The American Depositary Shares represent the right to receive the ordinary shares and are being registered under the Securities Act of 1933 pursuant to a separate Registration Statement on Form F-6. Accordingly, the American depositary shares are exempt from registration under Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8 thereunder. |
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Emerging growth company
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 23, 2023, Ambrx Biopharma Inc., an exempted company incorporated in the Cayman Islands (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with the investors named on the signature pages thereto (the “Purchasers”). The Purchase Agreement provided for the sale and issuance by the Company of an aggregate of approximately $75 million of American Depositary Shares (the “ADSs”), each representing seven (7) ordinary shares, par value $0.0001 per share, of the Company (the “Offering”). The offering price per ADS was $13.93, which was based on the 5-day trailing VWAP of the ADS.
The ADSs described above were offered pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-271008) and a related prospectus supplement filed with the Securities and Exchange Commission. The Company expects to receive gross proceeds from the Offering of approximately $75 million. The Offering will close upon the satisfaction of all closing conditions, which is expected on or around June 30, 2023.
The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the form of the Purchase Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The description of the terms of the Purchase Agreement is qualified in its entirety by reference to such exhibit.
| Item 8.01. | Other Events. |
On May 24, 2023, the Company issued a press release announcing of the Offering described above in Item 1.01.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 5.1 | Opinion of Maples & Calder (Hong Kong) LLP | |
| 10.1 | Securities Purchase Agreement, dated as of May 23, 2023, by and between Ambrx Biopharma Inc. and the Purchasers | |
| 23.1 | Consent of Maples & Calder (Hong Kong) LLP (contained in Exhibit 5.1) | |
| 99.1 | Press Release of Ambrx Biopharma Inc., dated May 24, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMBRX BIOPHARMA INC. | ||||||
| Date: May 24, 2023 | By: | /s/ Sonja Nelson | ||||
| Name: | Sonja Nelson | |||||
| Title: | Chief Financial Officer | |||||