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 23, 2017
AMPIO PHARMACEUTICALS, INC.
(Exact name of registrant as specified in Charter)
| Delaware | 001-35182 | 26-0179592 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(IRS Employer Identification No.) |
373 Inverness Parkway, Suite 200
Englewood, Colorado 80112
(Address of principal executive offices, including zip code)
(720) 437-6500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 | Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year |
On September 23, 2017, the stockholders of Ampio Pharmaceuticals, Inc. (the “Company”) approved an amendment to the Company’s Certificate of Incorporation (the “Certificate”) to increase the aggregate number of shares of common stock which the Company will have authority to issue from 100,000,000 to 200,000,000 shares. To give effect to this amendment, on September 25, 2017, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Certificate with the Secretary of State of the State of Delaware. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting of Stockholders on September 23, 2017. The number of shares of common stock entitled to vote at the annual meeting was 68,232,409. The number of shares of common stock present, in person or represented by proxy, and entitled to vote at the annual meeting was 50,176,295. All matters submitted to a vote of our stockholders at the annual meeting were approved and all director nominees were elected.
The certified results of each of the matters voted upon at the annual meeting, which are more fully described in our definitive proxy statement, are as follows:
(1) Election of five (5) directors for terms expiring at the 2018 annual meeting of stockholders.
| DIRECTORS | FOR | WITHHELD | ||
| Michael Macaluso | 15,728,772 | 2,913,916 | ||
| David Bar-Or, M.D. | 17,524,393 | 1,118,295 | ||
| Philip H. Coelho | 16,920,304 | 1,722,384 | ||
| Richard B. Giles | 17,022,415 | 1,620,273 | ||
| David R. Stevens, Ph.D. | 17,042,315 | 1,600,373 |
There were 31,533,607 broker non-votes regarding this proposal.
(2) Ratification of the selection of EKS&H LLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
| FOR | AGAINST | ABSTAIN | ||
| 49,086,387 | 785,526 | 304,382 |
There were no broker non-votes regarding this proposal.
(3) Approval of an amendment to the Certificate, increasing the number of shares of common stock authorized for issuance from 100,000,000 to 200,000,000 based on the votes listed below:
| FOR | AGAINST | ABSTAIN | ||
| 45,001,952 | 3,869,904 | 1,304,439 |
There were no broker non-votes regarding this proposal.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Ampio Pharmaceuticals, Inc., effective as of September 25, 2017. |
SIGNATURE
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.
| AMPIO PHARMACEUTICALS, INC. | |||
| By: | /s/ Thomas E. Chilcott, III | ||
| Thomas E. Chilcott, III | |||
| Chief Financial Officer | |||
Dated: September 27, 2017
EXHIBIT INDEX
|
Exhibit
|
Exhibit |
|
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Ampio Pharmaceuticals, Inc., effective as of September 25, 2017. |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF
AMPIO PHARMACEUTICALS, INC.
Ampio Pharmaceuticals, Inc. (the “ Corporation ”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify:
1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Certificate of Incorporation (this “ Amendment ”) amends the provisions of the Certificate of Incorporation of the Corporation (the “ Certificate ”).
2. This Amendment has been approved and duly adopted by the Corporation’s Board of Directors and consent of the stockholders has been given in accordance with the provisions of Sections 228 and 242 of the DGCL, and the provisions of the Certificate.
3. The Certificate is hereby amended as follows:
(a) The Section 1 of Article IV is hereby amended and restated in its entirety to read as set forth below:
“ Authorized Shares . The aggregate number of shares which the Corporation shall have authority to issue is 210,000,000; of which 10,000,000 shares with a par value of $0.0001 shall be designated Preferred Stock and 200,000,000 shares with a par value of $0.0001 shall be designated Common Stock.”
* - * - * - *
IN WITNESS WHEREOF , the undersigned authorized officer of the Corporation has executed this Certificate of Amendment to Certificate of Incorporation as of September 25, 2017.
| AMPIO PHARMACEUTICALS, INC. | ||
| /s/ Michael Macaluso | ||
| Name: | Michael Macaluso | |
| Title: | Chief Executive Officer | |