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 27, 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

On March 27, 2017, Ampio Pharmaceuticals, a Delaware corporation (the “Company”), entered into a Waiver and Consent Letter Agreement (the “Waiver and Consent Agreement”) with CVI Investments, Inc. (“CVI”), amending the terms of warrants previously issued to CVI on September 1, 2016. Pursuant to the terms of that certain Securities Purchase Agreement, dated August 29, 2016, the Company had issued 5,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and warrants to purchase up to 5,000,000 shares of Common Stock (the “Original Warrants”) with an exercise price of $1.00 per share (the “Warrant Exercise Price”) to CVI, at a combined offering price of $0.75 per share of Common Stock and accompanying Original Warrants.

Under the Waiver and Consent Agreement, CVI has waived the right to have the Warrant Exercise Price reduced and the number of Shares of Common Stock underlying the Warrant increased in the event the Company secures any financing, including debt, which includes issuing or selling shares of Common Stock for a price per share less than the Warrant Exercise Price. CVI also waived the prohibition on the Company’s ability to issue or sell shares of its Common Stock, options or convertible securities at a price which varies or may vary with the market price of the Common Stock or pursuant to an equity credit line or similar “at-the-market” offering. The waivers are permanent.

In return, the Company agreed to reduce the exercise price of the Original Warrants from $1.00 per share of Common Stock to $0.40 per share of Common Stock and to not issue or sell any shares of its capital stock for a period of 10 trading days following the execution of the Waiver and Consent Agreement. All other terms of the Original Warrants remain the same.

The foregoing summary of the terms of the Waiver and Consent Agreement is subject to, and qualified in its entirety by, such Waiver and Consent Agreement attached herewith as Exhibit 10.1, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Description

10.1    Waiver and Consent Agreement, dated as of March 27, 2017, by and between Ampio Pharmaceuticals, Inc. and CVI Investments, Inc.
99.1    Press Release of Ampio Pharmaceuticals, Inc. issued March 28, 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/ Gregory A. Gould
 

Gregory A. Gould

Chief Financial Officer

Dated: March 28, 2017

EXHIBIT INDEX

 

Exhibit
Number

  

Description

10.1    Waiver and Consent Agreement, dated as of March 27, 2017, by and between Ampio Pharmaceuticals, Inc. and CVI Investments, Inc.
99.1    Press Release of Ampio Pharmaceuticals, Inc. issued March 28, 2017.

Exhibit 10.1

March 27, 2017

CVI Investments, Inc. c/o Heights Capital Management

101 California Street

Suite 3250

San Francisco, CA 94111

Attention: Martin Kobinger,
  Investment Manager

 

Re: Waiver and Consent with respect to the Securities Purchase Agreement and Warrants

Dear Sirs:

Reference is hereby made to that certain Securities Purchase Agreement, dated August 30, 2016, by and among Ampio Pharmaceuticals, Inc., a Delaware corporation with headquarters located at 373 Inverness Parkway, Suite 200, Englewood, Colorado 80112 (the “ Company ”), the investor signatory hereto (“ you ” or the “ Investor ”) and certain other buyers signatory thereto (the “ Securities Purchase Agreement ”), pursuant to which you acquired, among other things, certain warrants to purchase shares of Common Stock (as defined in the Securities Purchase Agreement) (the “ Warrants ”) in accordance with the terms of Warrants. Capitalized terms not defined herein shall have the meaning as set forth in the Securities Purchase Agreement or the Warrants, as applicable.

Pursuant to Section 2(g) of the Warrants, we hereby provide you with notice that the Company desires your consent pursuant to Section 2(g) of the Warrants (the “ Consent ”), to lower the Exercise Price of your Warrants for each date after the Effective Time (as defined below) (each, a “ Exercise Price Reduction ”), effective (the “ Effective Time ”) as of the time of your execution of this letter, to $0.40 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events, the “ New Exercise Price ”).

The Company further requests that you waive all of your rights pursuant to Section 2(b) of the Warrants with respect to any future Dilutive Issuance by the Company or any of its Subsidiaries, and Section 2(d) relating to the issuance by the Company of Variable Price Securities (the “ Warrant Waivers ”). In addition, the Company requests that you waive Section 4(p) of the Securities Purchase Agreement relating to the prohibition of Variable Rate

Transactions (the “ SPA Waiver ” and together with the Warrant Waivers, collectively the “ Waivers ”). The Waivers are permanent and shall be deemed amendments to the Warrants and Securities Purchase Agreement.

As additional consideration for the Consent, Exercise Price Reduction and Waiver, the Company hereby agrees that for the period commencing on the date hereof and ending on the date immediately following the 10 th Trading Day after the date of your execution of this letter (the “ Restricted Period ”), neither the Company nor any of its Subsidiaries shall, directly or indirectly, issue, or sell (or announce any issuance or sale), directly or indirectly, any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act)), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (in each case, other than Excluded Securities (as defined in the Securities Purchase Agreement).

Please execute this letter in the signature block below if you agree to the Consent, Exercise Price Reduction and the Waiver.

The Company shall, on or before 8:30 a.m., New York City time, on the first business day after the date of this letter, issue a press release and Current Report on Form 8-K disclosing all material terms of the transactions contemplated hereby and attaching the form of this letter as an exhibit thereto (collectively with all exhibits attached thereto, the “ Press Release ”). From and after the issuance of the Press Release, the Investor shall not be in possession of any material, nonpublic information received from the Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the Press Release. In addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any letter, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company.

Section 9 of the Securities Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.

If you have any questions regarding the foregoing, please feel free to contact the Company’s chief financial officer at (720) 437-6500 or by email to ggould@ampiopharma.com.

 

Sincerely,

 

AMPIO PHARMACEUTICALS, INC.

By:   /s/ Michael Macaluso
 

Name: Michael Macaluso

Title: CEO

As evidenced by the below signature, the Investor hereby agrees to the Consent, Exercise Price Reduction and the Waiver as of this 27th day of March, 2017:

 

CVI INVESTMENTS, INC.
By:   /s/ Martin Kobinger
 

Name: Martin Kobinger

Title: Investment Manager

Exhibit 99.1

AMPIO PHARMACEUTICALS AMENDS WARRANT AGREEMENT

 

LOGO

PR Newswire March 28, 2017

Comment

ENGLEWOOD, CO., March 28, 2017 /PRNewswire/ — Ampio Pharmaceuticals, Inc. (NYSE MKT: AMPE), a leader in the development of Ampion™, a low molecular weight fraction of human serum albumin with anti-inflammatory properties, today announced that it entered into a Waiver and Consent Letter Agreement with CVI Investments, Inc., amending the terms of warrants previously issued to CVI on September 1, 2016.

Under the Waiver and Consent Agreement, CVI waived the right to have its warrant exercise price reduced and the number of Ampio shares of Common Stock underlying the warrant increased in the event the Company secures any financing, including debt, which includes issuing or selling shares of Common Stock for a price per share less than the warrant exercise price. CVI also waived the prohibition on Ampio’s ability to issue or sell shares of its Common Stock, options or convertible securities at a price which varies or may vary with the market price of the Common Stock or pursuant to an equity credit line or similar “at-the-market”-type offering. These waivers are permanent.

In return, the Company agreed to reduce the exercise price of the original warrants from $1.00 per share of Common Stock to $0.40 per share of Common Stock and to not issue or sell any shares of its capital stock for a period of 10 trading days following the execution of the Agreement.

Michael Macaluso, Chairman and Chief Executive Officer of Ampio state “we are very pleased to have negotiated this arrangement with CVI Investments as it not only eliminates a serious dilution overhang from the company, but it also greatly enhances the company’s financing alternatives.”

About Ampio Pharmaceuticals:

Ampio Pharmaceuticals, Inc. is a development stage biopharmaceutical company primarily focused on the development of therapies to treat prevalent inflammatory conditions for which there are limited treatment options. We are developing compounds that decrease inflammation by (i) inhibiting specific pro-inflammatory compounds by affecting specific pathways at the protein expression and at the transcription level; (ii) activating specific phosphatase or depletion of the available phosphate needed for the inflammation process, and (iii) decreasing vascular permeability.

Forward-Looking Statements:

Ampio’s statements in this press release that are not historical fact, and that relate to future- plans or events, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “plan,” “proposed,” “will,” “anticipate,” and similar expressions. The risks and uncertainties involved include those detailed from time to time in Ampio’s filings with the Securities and Exchange Commission, including without limitation, under Ampio’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Ampio undertakes no obligation to revise or update these forward-looking statements, whether as a result of new information, future events or otherwise.

Company Contact:

Gregory A. Gould, Chief Financial Officer

Phone: (720) 437-6500

Email: Info@ampiopharma.com