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 30, 2022
AMPIO PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-35182 | 26-0179592 |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
373 Inverness Parkway, Suite 200
Englewood, Colorado 80112
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (720) 437-6500
Not Applicable
(Former name, or former address, if changed since last report)
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:
☐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 Stock, $0.0001 par value | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Ampio Pharmaceuticals, Inc. (the “Company”) is a party to an Employment Agreement dated November 22, 2021 with Michael A. Martino pursuant to which Mr. Martino serves as the Company’s Chief Executive Officer for a term ending on November 22, 2022. On August 30, 2022, the Company and Mr. Martino entered into an Amendment No. 1 to Employment Agreement, attached hereto as Exhibit 10.1, to extend the term of the Employment Agreement to November 22, 2023. No other changes were made in the terms of Mr. Martino’s employment as Chief Executive Officer. The Amendment No. 1 to Employment Agreement was approved by the Compensation Committee of the Board of Directors of the Company.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit No. | Description | |
10.1 |
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104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
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. |
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Date: September 1, 2022 | By: | /s/ Michael A. Martino |
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| Name: Michael A. Martino |
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| Title: Chief Executive Officer | |
Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (this “Amendment”) is made and entered into as of August 30, 2022 by and among Ampio Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Michael A. Martino (the “Employee”).
RECITALS
WHEREAS, the Company and the Employee have entered into that certain Employment Agreement dated November 22, 2021 (the “Agreement”) and desire to amend the Agreement by this Amendment; and
WHEREAS, capitalized terms used and not defined in this Amendment have the meanings ascribed to them in the Agreement; and
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Employment for Term. The Company hereby agrees to employ Employee and Employee hereby accepts such employment with the Company for the period ending on November 22, 2023 (the “Initial Term”). The term of this Agreement (the “Term”) shall continue until the termination of Employee's employment in accordance with the provisions of this Agreement. Unless otherwise renewed, Employee's employment under this Agreement shall end at the Initial Term and if Employee remains employed after the conclusion of the Initial Term, Employee shall remain an at-will employee.
Additionally, for clarification, Employee has served and shall continue to serve as Chief Executive Officer of the Company on a non-interim basis.
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IN WITNESS WHEREOF, this Amendment No. 1 to Employment Agreement has been duly executed and delivered as of the Effective Date.
AMPIO PHARMACEUTICALS, INC.
By: /s/ David R. Stevens
David R. Stevens
Chair of the Compensation Committee
of the Board of Directors
/s/ Michael A. Martino
Michael A. Martino
[Signature Page to Amendment No. 1 to Employment Agreement]