UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 28, 2022, the board of directors of Ampio Pharmaceuticals, Inc. (the “Company”) determined to separate the roles of chair of the board and chief executive officer. J. Kevin Buchi, who previously served as the lead independent director, was elected as chair of the Company’s board of directors on May 28, 2022. Michael A. Martino continued as the Company’s Chief Executive Officer.
Following this action and also, effective May 28, 2022, David Bar-Or, Philip H. Coelho and Richard B. Giles resigned as directors of the Company. Dr. Bar-Or resigned to focus his time and attention on research under the February 4, 2022 research services agreement between his company, Trauma Research, LLC, and the Company. Mr. Coelho and Mr. Giles each resigned to pursue their other professional interests. Also effective May 28, 2022, the committees of the board of directors were reconstituted as follows:
Audit Committee | Compensation Committee | Nominating and Governance Committee |
J. Kevin Buchi (Chair) | David R. Stevens (Chair) | Elizabeth Jobes (Chair) |
Elizabeth Jobes | Elizabeth Jobes | David R. Stevens |
David R. Stevens |
Each of Ms. Jobes, Mr. Buchi and Dr. Stevens is an “independent director” under the rules of the NYSE American and Rule 10A-3 and Rule 10C-1 under the Securities Exchange Act of 1934, as amended, as well as a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended. Mr. Buchi also qualifies as an audit committee financial expert.
Effective May 31, 2022, the Company terminated the employment of each of Holli Cherevka, President and Chief Operating Officer of the Company, and Michael Macaluso, advisor to the Chief Executive Officer of the Company. Under the employment agreement between Mr. Macaluso and the Company, upon termination of Mr. Macaluso’s employment, Mr. Macaluso must immediately (and with contemporaneous effect) resign as a director. Accordingly, also effective May 31, 2022, Mr. Macaluso resigned as a director of the Company.
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: June 1, 2022 | By: | /s/ Michael A. Martino |
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| Name: Michael A. Martino |
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| Title: Chief Executive Officer | |