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 14, 2019

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbol   Name of each exchange on which registered:
Common   AMPE   NYSE American

 

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 1.02 Termination of a Material Definitive Agreement

 

In conjunction with the proposed offering described below, on June 14, 2019, Ampio Pharmaceuticals, Inc. (the “Company”) and Canaccord Genuity LLC (“Canaccord”) terminated that certain Equity Distribution Agreement (the “Agreement”), dated April 12, 2019, by and between Canaccord and the Company.

 

The Agreement implemented an “at-the-market” equity offering program under which the Company, from time to time, could offer and sell shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $24,650,000, through Canaccord. The Company sold 254,984 shares of its Common Stock for net proceeds of $142,321.16 pursuant to the Agreement. The Company provided Canaccord with customary indemnification rights, and Canaccord was entitled to a fixed commission of 3.0% of the gross proceeds from Common Stock sold under the Agreement.

 

Item 8.01 Other Events

 

On June 14, 2019, the Company issued a press release announcing the commencement of a proposed offering of shares of its common stock in an underwritten public offering. The Company intends to grant the underwriters a 45-day option to purchase additional shares of its common stock. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

 

The press release announcing the commencement of the proposed offering is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

 

Item 9.01.  Financial Statements and Exhibits.

 

Exhibit Number Description
   
99.1 Ampio Pharmaceuticals, Inc., press release, dated June 14, 2019

 

 

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/ Michael Macaluso
    Michael Macaluso
    Chief Executive Officer

 

Dated: June 14, 2019

 

 

 

 

 

 Exhibit 99.1

 

Ampio Pharmaceuticals, Inc. Announces Proposed Public Offering of Common Stock

 

ENGLEWOOD, Colo., June 14, 2019 /PRNewswire/ -- Ampio Pharmaceuticals, Inc. (NYSE American: AMPE) (“Ampio”), today announced that it intends to offer and sell shares of its common stock in an underwritten public offering. Ampio expects to grant the underwriters a 45-day option to purchase additional shares of common stock offered in the public offering. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

 

Ampio intends to use the net proceeds from the proposed offering for working capital and general corporate purposes, including funding for its clinical trial (AP-013).

 

ThinkEquity, a division of Fordham Financial Management, Inc., is acting as sole book-running manager for the offering.

 

A shelf registration statement on Form S-3 (File No. 333-217094) relating to the shares of common stock to be issued in the proposed offering was filed with the Securities and Exchange Commission (SEC) and is effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

A preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained from ThinkEquity, a division of Fordham Financial Management, Inc., 17 State Street, 22 nd Floor, New York, New York 10004, by telephone at (877) 436-3673, by email at prospectus@think-equity.com . Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the SEC’s website at  http://www.sec.gov .

 

Safe Harbor

 

This press release contains forward-looking statements regarding the proposed public offering and the intended use of proceeds from the offering. The offering is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially, including those risks disclosed in under the caption “Risk Factors” in the preliminary prospectus supplement related to the offering and our Annual Report on Form 10-K filed with the SEC on March 18, 2019, our Quarterly Report on Form 10-Q filed with the SEC on May 10, 2019 and our other filings with the SEC. Ampio Pharmaceutcials, Inc. cautions readers not to place undue reliance on any forward-looking statements and it does not undertake, and specifically disclaims any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur.