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): July 31, 2015

 

 

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))

 

 

 


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 3, 2015, 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, 2016. 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 $2.60, the quoted closing price of the Company’s common stock on August 3, 2015. The option vests on the date that the Company meets all endpoints in connection with the Ampion clinical trial as determined in the sole discretion of the Company’s Compensation Committee, 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 July 31, 2015, 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, 2016. 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 $2.68, the quoted closing price of the Company’s common stock on July 31, 2015. The option vests on the date that the Company meets all endpoints in connection with the Ampion clinical trial as determined in the sole discretion of the Company’s Compensation Committee, 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 3, 2015
10.2    Amendment to Employment Agreement between Ampio Pharmaceuticals, Inc. and Vaughan Clift, M.D., dated July 31, 2015


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 6, 2015


EXHIBIT INDEX

 

Exhibit Number    Description
10.1    Amendment to Employment Agreement between Ampio Pharmaceuticals, Inc. and David Bar-Or, M.D., dated August 3, 2015
10.2    Amendment to Employment Agreement between Ampio Pharmaceuticals, Inc. and Vaughan Clift, M.D., dated July 31, 2015

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 3, 2015 (“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, 2016; 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 72 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, the Company hereby agrees to grant to the Executive an option to purchase 300,000 shares of the Company’s Common Stock with an exercise price equal to the Fair Market Value of the Company’s Common Stock as determined in accordance with the Company’s 2010 Amended and Restated Stock and Incentive Plan, shall have a term of 10-years, shall contain the Company’s standard provisions, and shall vest on the date that the Company meets all endpoints in connection with the Ampion clinical trial as determined in the sole discretion of the Compensation Committee.

[Signature page follows]


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

 

AMPIO PHARMACEUTICALS, INC.
By:  

/s/ Michael Macaluso

Its:   CEO
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 July 31, 2015 (“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, 2016; 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 72 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, the Company hereby agrees to grant to the Executive an option to purchase 170,000 shares of the Company’s Common Stock with an exercise price equal to the Fair Market Value of the Company’s Common Stock as determined in accordance with the Company’s 2010 Amended and Restated Stock and Incentive Plan, shall have a term of 10-years, shall contain the Company’s standard provisions, and shall vest on the date that the Company meets all endpoints in connection with the Ampion clinical trial as determined in the sole discretion of the Compensation Committee.

[Signature page follows]


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

 

AMPIO PHARMACEUTICALS, INC.
By:  

/s/ Michael Macaluso

Its:   CEO
VAUGHAN CLIFT, M.D.

/s/ Vaughan Clift

Vaughan Clift, M.D.