Ambrx Biopharma, Inc. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

The disclosures under the Introductory Note are incorporated herein by reference. 

In connection with the consummation of the Merger and as contemplated by the Merger Agreement, as of the Effective Time, 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 and members of any committee of the Company's board of directors. These resignations were not a result of any disagreement between the Company and the directors on any matter relating to the Company's operations, policies or practices. 


In connection with the consummation of the Merger and as contemplated by the Merger Agreement, as of the Effective Time, the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time were Johan Verbeeck and Allen Y. Kim. 

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. In connection with such cessation of employment, Mr. O'Connor is entitled to the severance payments and benefits provided in connection with a Change of Control Termination (as defined in, and subject to the terms and conditions of, Section 7(b) of the Amended and Restated Executive Employment Agreement, dated as of December 1, 2023, between Mr. O'Connor and the Company, a copy of which is attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 1, 2023 and the terms of which are incorporated herein by reference). In addition, and on account of such termination of employment, Mr. O'Connor will be entitled to the accelerated vesting and payment of his restricted cash award from the Company, in the gross amount of $10,500,000.