--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-061543" form_type: "8-K" ticker: null cik: "0001990550" company_name: "Ambrx Biopharma, Inc." filed_at: "2024-03-07T23:59:59+00:00" generated_at: "2026-06-05T02:01:31.699722+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Johnson & Johnson completes acquisition of Ambrx Biopharma for $2.0B; shareholders receive $28.00/share ## Summary - Merger completed on March 7, 2024; each Ambrx share converted into $28.00 cash, no interest. - Johnson & Johnson paid ~$2.0B equity value ($1.9B net of cash acquired) from cash on hand. - Nasdaq trading halted March 7; shares to be delisted and deregistered under Exchange Act. - CEO Daniel O'Connor ceased employment post-merger; entitled to severance and accelerated $10.5M restricted cash award. - All six directors resigned; Johan Verbeeck and Allen Y. Kim became directors of surviving entity. ## SEC filing metadata - accession: 0001193125-24-061543 - form_type: 8-K - cik: 0001990550 - company_name: Ambrx Biopharma, Inc. - filed_at: 2024-03-07T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/0001193125-24-061543-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/d750145d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-061543 - JSON: https://secwatch.observer/filing/0001193125-24-061543.json - Plain text: https://secwatch.observer/filing/0001193125-24-061543.txt ## Key facts - Executive change Johan Verbeeck was appointed as Director at Ambrx Biopharma, Inc.. - Action: became - Role: Director source text: The directors of Merger Sub immediately prior to the Effective Time were Johan Verbeeck and Allen Y. Kim. evidence_url: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/0001193125-24-061543-index.htm - Executive change Margaret R. Dalesandro resigned as Director at Ambrx Biopharma, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Stephen C. Glover; Daniel J. O’Connor; Kate Hermans; Janet Loesberg, Pharm. D.; Paul V. Maier; and Margaret R. Dalesandro, Ph.D.) resigned and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/0001193125-24-061543-index.htm - Executive change Stephen C. Glover resigned as Director at Ambrx Biopharma, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Stephen C. Glover; Daniel J. O’Connor; Kate Hermans; Janet Loesberg, Pharm. D.; Paul V. Maier; and Margaret R. Dalesandro, Ph.D.) resigned and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/0001193125-24-061543-index.htm - Executive change Daniel J. O'Connor departed as President and Chief Executive Officer at Ambrx Biopharma, Inc.. - Action: ceased to be employed - Role: President and Chief Executive Officer source text: Immediately following the consummation of the Merger, Mr. O’Connor, the Company’s President and Chief Executive Officer, ceased to be employed with the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/0001193125-24-061543-index.htm - Executive change Daniel J. O'Connor resigned as Director at Ambrx Biopharma, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Stephen C. Glover; Daniel J. O’Connor; Kate Hermans; Janet Loesberg, Pharm. D.; Paul V. Maier; and Margaret R. Dalesandro, Ph.D.) resigned and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/0001193125-24-061543-index.htm - Executive change Janet Loesberg resigned as Director at Ambrx Biopharma, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Stephen C. Glover; Daniel J. O’Connor; Kate Hermans; Janet Loesberg, Pharm. D.; Paul V. Maier; and Margaret R. Dalesandro, Ph.D.) resigned and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/0001193125-24-061543-index.htm - Executive change Kate Hermans resigned as Director at Ambrx Biopharma, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Stephen C. Glover; Daniel J. O’Connor; Kate Hermans; Janet Loesberg, Pharm. D.; Paul V. Maier; and Margaret R. Dalesandro, Ph.D.) resigned and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/0001193125-24-061543-index.htm - Executive change Paul V. Maier resigned as Director at Ambrx Biopharma, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Stephen C. Glover; Daniel J. O’Connor; Kate Hermans; Janet Loesberg, Pharm. D.; Paul V. Maier; and Margaret R. Dalesandro, Ph.D.) resigned and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/0001193125-24-061543-index.htm - Executive change Allen Y. Kim was appointed as Director at Ambrx Biopharma, Inc.. - Action: became - Role: Director source text: The directors of Merger Sub immediately prior to the Effective Time were Johan Verbeeck and Allen Y. Kim. evidence_url: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/0001193125-24-061543-index.htm - Governance Changes Ambrx Biopharma, Inc.: Amended and restated certificate of incorporation in connection with merger effective time. - Change: charter amendment source text: Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of Annex A to the Merger Agreement (the “ Amended and Restated Certificate of Incorporation ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/0001193125-24-061543-index.htm - Governance Changes Ambrx Biopharma, Inc.: Amended and restated bylaws in connection with merger effective time. - Change: bylaw amendment source text: In addition, pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced by references to the name of the Surviving Corporation and the indemnification provisions were conformed to the indemnification provisions of the Company’s bylaws as in effect immediately prior to the Effective Time (the “ Amended and Restated Bylaws ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/0001193125-24-061543-index.htm - M&A Transactions Ambrx Biopharma, Inc. underwent a change of control involving Johnson & Johnson for $28.00 per share (closed 2024-03-07). - Action: change of control - Counterparty: Johnson & Johnson - Consideration: $28.00 per share - Closing: 2024-03-07 source text: pursuant to the Merger Agreement and Company Shares with respect to which appraisal rights had been exercised) was converted into the right to receive cash in an amount equal to $28.00 per share (the “ Merger Consideration ”), without interest and less any applicable withholdings. Pursuant to the Merger Agreement, at the Effective Time: • Each option to purchase evidence_url: https://www.sec.gov/Archives/edgar/data/1990550/000119312524061543/0001193125-24-061543-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.