Ampio Pharmaceuticals, Inc. (Form: 8-K, Received: 11/09/2022 16:24:23)

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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): November 8, 2022

AMPIO PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-35182	26-0179592
(State or other jurisdiction of incorporation)	(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. ☐

2
Item 5.03.	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective November 9, 2022 at 4:01 p.m. Eastern Time, Ampio Pharmaceuticals, Inc. (the “Company”) amended its certificate of incorporation to implement a 15-to-1 reverse stock split.

As a result of the reverse stock split, at 4:01 p.m. Eastern Time on November 9, 2022, every 15 shares of common stock then issued and outstanding automatically were combined into one share of common stock, with no change in the $0.0001 par value per share. No fractional shares will be outstanding following the reverse stock split. Holders of fractional shares will be entitled to receive, in lieu of any fractional share, the number of shares rounded up to the next whole number. Immediately prior to the reverse stock split, the Company had 226,286,867 shares of common stock outstanding, which will be proportionately reduced for the 15-to-1 reverse stock split.

The text of the certificate of amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

The reverse stock split will not change the number of authorized shares or the par value of the Company’s common stock under the certificate of incorporation, which will continue to consist of 310,000,000 shares authorized, of which 10,000,000 shares, par value of $0.0001 per share, are designated as preferred stock and 300,000,000 shares, par value of $0.0001 per share, are designated as common stock.

The Company’s common stock will begin trading on a post-split basis when the market opens on November 10, 2022.

The CUSIP identifier for the Company’s common stock following the reverse stock split is 03209T 208.


Item 7.01.	Regulation FD Disclosure.

On November 8, 2022, the Company issued a press release announcing the reverse stock split, the text of which is furnished as Exhibit 99.1 attached hereto.


Item 9.01.	Financial Statements and Exhibits.


Exhibit No.		Description
3.1		Certificate of Amendment to Certificate of Incorporation of Ampio Pharmaceuticals, Inc. (effective as of November 9, 2022)
99.1		Press Release of Ampio Pharmaceuticals, Inc. dated November 8, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: November 9, 2022	By:	/s/ Michael A. Martino
		Name: Michael A. Martino
		Title: Chief Executive Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

AMPIO PHARMACEUTICALS, INC.

Ampio Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

1.The name of the corporation is Ampio Pharmaceuticals, Inc. (the “Corporation”).

2.The Board of Directors of the Corporation duly adopted a resolution in accordance with Section 242 of the General Corporation Law of the State of Delaware, setting forth an amendment to the Certificate of Incorporation of the Corporation, as amended (the “Amendment”) and declaring the Amendment to be advisable. Thereafter, pursuant to resolution of its Board of Directors, a Special Meeting of Stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware and at such Special Meeting of Stockholders held on October 13, 2022, the necessary number of shares as required by statute were voted in favor of the Amendment.

3.In order to effect the Amendment, Section 1 of Article IV of the Certificate of Incorporation of the Corporation, as amended, shall be amended and restated in its entirety as follows:

“Section 1. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is 310,000,000; of which 10,000,000 shares of the par value of $0.0001 shall be designated Preferred Stock and 300,000,000 shares of the par value of $0.0001 shall be designated Common Stock.

Upon filing and effectiveness of this Certificate of Amendment with the Secretary of State of Delaware (the “Effective Time”), every fifteen (15) issued and outstanding shares of Common Stock shall without further action by this Corporation or the holder thereof be combined into and automatically become one share of Common Stock (the “Reverse Stock Split”). The number of authorized shares of Common Stock of the Corporation and the par value of the Common Stock shall remain as set forth in this Certificate of Incorporation, as amended. No fractional shares shall be issued in connection with the Reverse Stock Split. In lieu of any fractional shares to which a stockholder would otherwise be entitled (after taking into account all fractional shares of Common Stock otherwise issuable to such holder), all fractional shares resulting from the Reverse Stock Split shall be rounded up to the nearest whole share. The capital of the Corporation will not be reduced under or by reason of any amendment herein certified.”

4.This Certificate of Amendment shall become effective as of November 9, 2022 at 4:01 p.m. Eastern Time.

5.The Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

***

[Signature Page to Amendment No. 1 to Employment Agreement]

IN WITNESS WHEREOF, this Certificate of Amendment to the Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this 8th day of November, 2022.



	AMPIO PHARMACEUTICALS, INC.

	By:	/s/ Michael A. Martino

	Name: Michael A. Martino
	Title: Chief Executive Officer
	Authorized Person

Exhibit 99.1

Logo, company name

Description automatically generated

Ampio Pharmaceuticals Announces Fifteen-to-One Reverse Stock Split

The Reverse Stock Split Will Take Effect November 9, 2022 at 4:01 p.m. ET

ENGLEWOOD, Colo., November 8, 2022 — Ampio Pharmaceuticals, Inc. (NYSE American/OTC Pink: AMPE), announced today that effective November 9, 2022 at 4:01 p.m. Eastern Time, the Company will amend its certificate of incorporation to implement a fifteen-to-one reverse stock split.

As a result of the reverse stock split, every fifteen shares of common stock issued and outstanding automatically will be combined into one share of common stock, with no change in the $0.0001 par value per share. No fractional shares will be outstanding following the reverse stock split. Holders of fractional shares will be entitled to receive the number of shares rounded up to the next whole number. Immediately prior to the reverse stock split, the Company had 226,286,867 shares of common stock outstanding, which will be proportionately reduced to reflect the fifteen-to-one reverse stock split.

The reverse stock split will not change the number of authorized shares under the Company’s certificate of incorporation, which will continue to consist of 310,000,000 shares authorized, of which 10,000,000 shares are designated as preferred stock and 300,000,000 shares are designated as common stock.

The Company is implementing the reverse stock split in order to attempt to increase the per share price of its common stock as part of its strategy to seek the termination of the trading suspension on the NYSE American, so that trading may resume on that market.

The CUSIP identifier for the Company’s common stock following the reverse stock split is 03209T 208. The Company’s common stock will begin trading on a post-split basis, on the OTC Pink Open Market, when the market opens on November 10, 2022.

Forward-Looking Statements

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” or “estimate” or comparable terminology are intended to identify forward-looking statements. Such forward-looking statements include, for example, statements about the potential impact of the reverse stock split, the potential for a successful appeal from the NYSE Regulatory delisting decision or the termination of the NYSE American trading suspension, and our ability to become listed or remain listed on NYSE American.

Forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements including, among others the risk that the Company will not be successful in any appeal, that Ampio’s stock will be delisted from the NYSE American, that any reverse stock split may not enable Ampio to satisfy the NYSE American requirements for termination of the trading suspension, the market price of Ampio’s common stock may not demonstrate sustained price improvement to regain compliance with the NYSE American continued listing standards or Ampio may not be able to maintain listing on the NYSE American for any other reason, and that there may be no market in the Company’s common stock.

The forward-looking statements in this press release speak only as of the date of this press release. Except as required by law, Ampio assumes no obligation to update or revise these forward-looking statements for any reason, except as required by law.

Investor and Media Contacts:

Tony Russo or Nic Johnson

Russo Partners

info@ampiopharma.com

tony.russo@russopartnersllc.com

nic.johnson@russopartnersllc.com