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): March 9, 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)) |
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 Michael Macaluso
On March 9, 2017, Ampio Pharmaceuticals, Inc. (the “Company”) entered into an amendment to the Employment Agreement, effective January 9, 2012, with Michael Macaluso, the Chief Executive Officer of the Company (the “Amendment”, and the Employment Agreement as amended, the “Employment Agreement”). Under the Amendment, the term of Mr. Macaluso’s Employment Agreement was extended through January 9, 2020. In addition, in connection with the Amendment, Mr. Macaluso was granted an option to purchase 400,000 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 $0.81, the quoted closing price of the Company’s common stock on March 9, 2017. The option vests as follows: 133,333 shares vest on each of January 9, 2018 and January 9, 2019 and 133,334 shares vest on January 9, 2020, subject to vesting acceleration provisions in accordance with the Employment Agreement.
The description of the 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.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
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Description |
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| 10.1 | Amendment to Employment Agreement between Ampio Pharmaceuticals, Inc. and Michael Macaluso, dated March 9, 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.
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AMPIO PHARMACEUTICALS, INC. |
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| By: | /s/ Gregory A. Gould | |
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Gregory A. Gould |
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Chief Financial Officer |
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Dated: March 13, 2017
EXHIBIT INDEX
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Exhibit
|
Description |
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| 10.1 | Amendment to Employment Agreement between Ampio Pharmaceuticals, Inc. and Michael Macaluso, dated March 9, 2017 | |
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to the Employment Agreement (the “Employment Agreement”), effective as of January 9, 2012 and amended thereafter, by and between Ampio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Michael Macaluso (the “Executive”) is made as of March 9, 2017 (“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 January 9, 2020; 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 through January 9, 2020.
2. There shall be added to the end of Section 3(d) the following sentence:
“If a Bonus is granted by the Compensation Committee during a Trading Window (as defined in the Company’s Statement of Insider Trading Policy), Executive shall have 24 hours to elect to have the Bonus paid in cash or in Common Stock of the Company pursuant to the Company’s 2010 Stock and Incentive Plan.”
3. In connection with the Amendment, the Compensation Committee of the Company hereby agrees to grant to the Chief Executive Officer a non-qualified option to purchase 400,000 shares of the Company’s Common Stock effective as of the date of this amendment, 133,333 shares of which will vest on each of January 9, 2018 and January 9, 2019 and 133,334 shares of which will vest on January 9, 2020.
4. All other provisions of the Employment Agreement, including the annual salary of $300,000, shall remain in full force and effect.
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 | |
| Name: | Philip H. Coelho | |
| Its: | Board Member and Chairman of the Compensation Committee | |
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/s/ Michael Macaluso |
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| MICHAEL MACALUSO | ||
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