Form 8-K - Current report

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 1, 2023

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.)

9800 Mount Pyramid Court, Suite 400

Englewood, Colorado 80112

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (720) 437-6500

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 CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2023, Ampio Pharmaceuticals, Inc. (the “Company”) and Michael A. Martino, the Company’s Chief Executive Officer, entered into an Amendment No. 2 to Employment Agreement. The Amendment No. 2 changes the term of the Employment Agreement from a term ending on November 22, 2023 to an indefinite term. No other changes were made in the terms of Mr. Martino’s employment as Chief Executive Officer. The Amendment No. 2 to Employment Agreement was approved by the Compensation Committee of the Board of Directors of the Company.

The foregoing description of the Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the Amendment No. 2 to Employment Agreement, which is filed as Exhibit 10.1 hereto.


Item 9.01.	Financial Statements and Exhibits.

Exhibit No.	Description

10.1	Amendment No. 2 to Employment Agreement dated October 1, 2023 by and between Ampio Pharmaceuticals, Inc. and Michael A. Martino.

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 4, 2023	By:	/s/ Michael A. Martino
		Name: Michael A. Martino
		Title: Chief Executive Officer

Exhibit 10.1

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment No. 2 to Employment Agreement (this “Amendment”) is made and entered into as of October 1, 2023 (the “Effective Date”) 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, as amended by that certain Amendment No. 1 to Employment Agreement dated August 30, 2022 (collectively, the “Agreement”); and

WHEREAS, the Company and the Employee desire to further 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.

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.Amendments. Section 1 of the Agreement is amended and restated as follows as of the Effective Date:

1. Employment. The Company agrees to employ Employee and the Employee agrees to accept such employment upon the terms and conditions set forth herein. The term of this Agreement (the “Term”) shall continue until the termination of Employee’s employment in accordance with the provisions of this Agreement. Notwithstanding the Term, Employee’s employment is “at will” and may be terminated by Employee or the Company at any time for any reason, subject in all respects to Section 7 and Section 8.

2.No Implied Amendments. This Amendment shall be effective as of the Effective Date. Except as herein amended, all of the terms of the Agreement shall remain in full force and effect and are ratified in all respects. On and after the date hereof, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Agreement, as amended by this Amendment.

3.Incorporation of Agreement Provisions. The provisions of Section 10 through Section 19, inclusive, of the Agreement shall apply to this Amendment as if fully set forth herein, mutatis mutandis.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, this Amendment No. 2 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

Document and Entity Information	Oct. 01, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 01, 2023
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	9800 Mount Pyramid Court
Entity Address, Adress Line Two	Suite 400
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