AMPE Ampio Pharmaceuticals Inc

Item 1.01 Entry into a Material Definitive Agreement

On June 17, 2019, we entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (the “Placement Agent”) pursuant to which the Placement Agent is serving as the placement agent for the Company, on a reasonable “best efforts,” any and all basis, in connection with the public offering (the “Offering”) of up to 30,000,000 of our common shares (the “Shares”). Under the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7% of the gross proceeds of the Offering and a non-accountable expense reimbursement equal to 1% of such gross proceeds. The Placement Agency Agreement contains customary representations, warranties and indemnification by the Company and provides for the reimbursement of up to $200,000 in expenses incurred by the Placement Agent in connection with the Offering.

On June 17, 2019, we entered into a securities purchase agreement with certain investors (the “Securities Purchase Agreement”) for the sale of the 25,320,000 of the Shares at a price per share of $0.40 for aggregate gross proceeds of $10.1 million. The Securities Purchase Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification and other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Placement Agency Agreement, the remainder of the 4,680,000 Shares expected to be sold in the Offering will be purchased by additional investors on the same terms. The Offering is expected to close on or about June 19, 2019, subject to the satisfaction of customary closing conditions.

We expect to receive approximately $10.8 million in net proceeds, after the Placement Agent’s fees, reimbursements and other expenses. We expect to use the net proceeds of the Offering for working capital, including the conduct of a clinical trial and other general corporate purposes. The Offering is being made pursuant to the Company’s existing shelf registration statement on Form S-3 (File No. 333-217094), which was filed with the Securities and Exchange Commission (the “Commission”) on March 31, 2017 and declared effective by the Commission on April 20, 2017.

Each of the Placement Agency Agreement and the form of the Securities Purchase Agreement is included as an exhibit to this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. The representations, warranties and covenants contained in the Placement Agency Agreement and the Securities Purchase Agreement were made only for purposes of such respective agreements and as of specific date, were solely for the benefit of the parties to such respective agreements and may be subject to limitations agreed upon by the contracting parties.

On June 16, 2019, our directors and executive officers entered into lock up agreements with the Placement Agent restricting the ability of such directors and executive officers to sell or otherwise transfer their equity securities in our company.

The foregoing description of the Placement Agency Agreement, the Securities Purchase Agreement and the lock up agreements does not purport to be complete and are qualified in their entirety by reference to the full text of the Placement Agency Agreement and form of Securities Purchase Agreement and the form of the lock up agreement, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and are incorporated herein by reference.