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): August 11, 2014

 

 

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)

5445 DTC Parkway, Suite 925

Greenwood Village, Colorado 80111

(Former address of principal executive offices)

 

 

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))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth under Item 5.02 of this Current Report on Form 8-K is hereby incorporated in this Item 1.01 by reference.

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

Amendment of Employment Agreement with David Bar-Or, M.D.

On August 11, 2014, Ampio Pharmaceuticals, Inc. (the “Company”) entered into an amendment to the Employment Agreement, effective August 1, 2010, with David Bar-Or, M.D., the Chief Scientific Officer of the Company (the “Bar-Or Amendment”, and the Employment Agreement as amended, the “Bar-Or Employment Agreement”). Under the Bar-Or Amendment, the term of Dr. Bar-Or’s Employment Agreement was extended through July 31, 2015. In addition, in connection with the Bar-Or Amendment, Dr. Bar-Or was granted an option to purchase 300,000 shares of the Company’s common stock. The option is exercisable for a period of ten years at an exercise price per share equal to $6.48, the quoted closing price of the Company’s common stock on August 11, 2014. The option vests as follows: 150,000 shares on the date of grant and 150,000 shares on July 31, 2015, subject to vesting acceleration provisions in accordance with the Bar-Or Employment Agreement.

The description of the Bar-Or Amendment set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 10.1.

Amendment of Employment Agreement with Vaughan Clift, M.D.

On August 11, 2014, the Company entered into an amendment to the Employment Agreement, effective August 1, 2010, with Vaughan Clift, M.D., the Chief Regulatory Affairs Officer of the Company (the “Clift Amendment”, and the Employment Agreement as amended, the “Clift Employment Agreement”). Under the Clift Amendment, the term of Dr. Clift’s Employment Agreement was extended through July 31, 2015. In addition, in connection with the Clift Amendment, Dr. Clift was granted an option to purchase 170,000 shares of the Company’s common stock. The option is exercisable for a period of ten years at an exercise price per share equal to $6.48, the quoted closing price of the Company’s common stock on August 11, 2014. The option vests as follows: 85,000 shares on the date of grant and 85,000 shares on July 31, 2015, subject to vesting acceleration provisions in accordance with the Clift Employment Agreement.

The description of the Clift Amendment set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 10.2.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number 		   Description
10.1    Amendment to Employment Agreement between Ampio Pharmaceuticals, Inc. and David Bar-Or, M.D., dated August 11, 2014
10.2    Amendment to Employment Agreement between Ampio Pharmaceuticals, Inc. and Vaughan Clift, M.D., dated August 11, 2014

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/ Gregory A. Gould

  Gregory A. Gould
  Chief Financial Officer

Dated: August 15, 2014

EXHIBIT INDEX

 

Exhibit
Number 		   Description
10.1    Amendment to Employment Agreement between Ampio Pharmaceuticals, Inc. and David Bar-Or, M.D., dated August 11, 2014
10.2    Amendment to Employment Agreement between Ampio Pharmaceuticals, Inc. and Vaughan Clift, M.D., dated August 11, 2014

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to the Employment Agreement (the “Employment Agreement”), effective as of August 1, 2010, by and between Ampio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and David Bar-Or, M.D. (the “Executive”) is made as of August 11, 2014 (“Amendment Date”).

WHEREAS , the Company and the Executive (together the “Parties”) entered into the Employment Agreement;

WHEREAS , the Company and the Executive desire to extend the term of the Employment Agreement through July 31, 2015; and

WHEREAS , the Parties have agreed to modify the Employment Agreement.

NOW, THEREFORE , the Parties agree as follows:

1. The first sentence of Section 1 of the Employment Agreement shall be replaced in its entirety with the following sentence:

“The Company hereby agrees to employ Employee and Employee hereby accepts such employment with the Company for the period of 60 months beginning on the Effective Date.”

2. All other provisions of the Employment Agreement shall remain in full force and effect.

3. In connection with the Amendment and subject to the approval of the Compensation Committee of the Company, the Company hereby agrees to grant to the Executive an option to purchase 300,000 shares of the Company’s Common Stock, 150,000 shares of which will vest on the date of grant and 150,000 shares of which will vest on the July 31, 2015.

IN WITNESS WHEREOF , the parties hereby have executed this Amendment as of the Amendment Date written above.

 

AMPIO PHARMACEUTICALS, INC.
By:  

/s/ Philip H. Coelho

Its:   Chairman of the Compensation Committee
DAVID BAR-OR, M.D.

/s/ David Bar-Or

David Bar-Or, M.D.

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to the Employment Agreement (the “Employment Agreement”), effective as of August 1, 2010, and amended on October 1, 2010 and May 26, 2011, by and between Ampio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Vaughan Clift, M.D. (the “Executive”) is made as of August 11, 2014 (“Amendment Date”).

WHEREAS , the Company and the Executive (together the “Parties”) entered into the Employment Agreement;

WHEREAS , the Company and the Executive desire to extend the term of the Employment Agreement through July 31, 2015; and

WHEREAS , the Parties have agreed to modify the Employment Agreement.

NOW, THEREFORE , the Parties agree as follows:

1. The first sentence of Section 1 of the Employment Agreement shall be replaced in its entirety with the following sentence:

“The Company hereby agrees to employ Employee and Employee hereby accepts such employment with the Company for the period of 60 months beginning on the Effective Date.”

2. All other provisions of the Employment Agreement shall remain in full force and effect.

3. In connection with the Amendment and subject to the approval of the Compensation Committee of the Company, the Company hereby agrees to grant to the Executive an option to purchase 170,000 shares of the Company’s Common Stock, 85,000 shares of which will vest on the date of grant and 85,000 shares of which will vest on July 31, 2015.

IN WITNESS WHEREOF , the parties hereby have executed this Amendment as of the Amendment Date written above.

 

AMPIO PHARMACEUTICALS, INC.
By:  

/s/ Philip H. Coelho

Its:   Chairman of the Compensation Committee
VAUGHAN CLIFT, M.D.

/s/ Vaughan Clift

Vaughan Clift, M.D.