8-K

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): October 13, 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 5.07.	Submission of Matters to a Vote of Security Holding.

On October 13, 2022, Ampio Pharmaceuticals, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of the close of business on the record date of September 6, 2022, there were 226,286,867 shares of common stock outstanding. At the Special Meeting, the shareholders present in person or by proxy represented 146,808,283 shares of common stock, or approximately 64.88% of the shares outstanding on the record date.

The following describes the matters considered by the Company’s stockholders at the Special Meeting, as well as the results of the votes cast at the Special Meeting.

1. To approve an amendment to the Ampio Pharmaceuticals certificate of incorporation to effect a reverse stock split of the Company’s shares of common stock at a ratio not less than 5-to-1 and not greater than 15-to-1, with the exact ratio to be set within that range at the discretion of our Board of Directors before October 13, 2023 without further approval or authorization of our stockholders.

For	Against	Abstain
130,857,001	15,186,932	764,350

Given that the holders of 57.83% of the Company’s outstanding common stock voted in favor of this proposal, the proposal was approved.

2. To approve an adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1

5
For	Against	Abstain
134,326,832	11,024,258	1,457,193

This approval was also approved. However, given the approval of Proposal No. 1, no adjournment was necessary.

On October 14, 2022, the Company issued a press release regarding the Special Meeting, the reverse stock split and the listing of its common stock, which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of Ampio Pharmaceuticals, Inc. dated October 14, 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:  October 14, 2022	By:	/s/ Michael A. Martino
		Name: Michael A. Martino
		Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

Ampio Pharmaceuticals Issues Letter to Stockholders

Proposal to Authorize Reverse Stock Split has Been Approved

ENGLEWOOD, Colo., October 14, 2022 — Ampio Pharmaceuticals, Inc. (NYSE American/OTC Pink: AMPE), today released the following letter to stockholders from its Chairman, Kevin Buchi, and Chief Executive Officer, Mike Martino.

Dear Fellow Ampio Stockholder,

On behalf of the Board of Directors, we would like to take this opportunity to thank you for your support on the recent vote to authorize a reverse stock split of the Company's common stock. The approval of this proposal by a majority of our stockholders improves our chances to resume trading on the NYSE American Exchange. In that regard, a trading suspension for our common shares has been in effect since October 3, 2022.

We intend to implement the reverse split once all regulatory requirements, approvals and submissions are completed, including filing an Issuer Company-Related Action Notification with the Financial Industry Regulatory Authority (FINRA), as our common shares are now trading on the OTC Pink Open Market tier.

Assuming our submission is cleared by FINRA, we plan to initiate the reverse split process. However, with this said, we will continue to closely monitor our trading activity and stock price and implement the reverse split at such time that we believe is in the best interest of our stockholders.

To be clear, while we remain “listed” on the NYSE American, our common stock is currently trading on the OTC Pink Open Market tier. Pending the execution of a successful reverse split, we are evaluating all available listing and trading options.

The first option is to seek the termination of the trading suspension on the NYSE American, so that trading may resume on that market. In connection with that effort, we filed an appeal with the NYSE on October 10, 2022, and, in the meantime, we are continuing our dialog with the NYSE Staff.

If we are not successful in seeking the termination of the trading suspension, or on our appeal, we intend to seek to move our trading to the OTCQB Venture Market; and we may ultimately seek to re-list on the NYSE American Exchange or uplist to The Nasdaq Stock Market at some future time.

In parallel to the listing processes previously discussed, we are continuing to move forward with conducting preclinical studies on AR-300, a new and improved formulation of Ampion, as well as continuing to pursue and evaluate strategic transactions to secure a later stage asset. Consistent with our management philosophy and practice, we will update you on these efforts when we have something meaningful to report.

Finally, we are aggressively continuing efforts to streamline operations that will conserve cash. We expect to provide you an update on this progress in our next 10-Q filing in November.

Sincerely,

J. Kevin BuchiChairman of the Board

Michael A. MartinoChief Executive Officer

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, and our ability to become listed on OTCQB Venture Market, NYSE American or the Nasdaq Stock market.

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 satisfy the NYSE American requirements for relisting, 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

XML

Document and Entity Information	Oct. 13, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 13, 2022
Entity File Number	001-35182
Entity Registrant Name	AMPIO PHARMACEUTICALS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-0179592
Entity Address, Address Line One	373 Inverness Parkway, Suite 200
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	720
Local Phone Number	437-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	AMPE
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Central Index Key	0001411906
Amendment Flag	false