August 4, 2022
Dear Ampio Stockholder:
By now, you should have received your proxy materials for the 2022
annual meeting of stockholders of Ampio Pharmaceuticals, Inc.
(“Ampio”) to vote on, among other things, Proposal No. 3 relating
to approval of an amendment
to the Ampio certificate of incorporation to effect a reverse stock
split. The Ampio board of directors unanimously recommends that
Ampio stockholders vote ‘‘FOR’’ Proposal No. 3.
The Ampio annual meeting of stockholders is scheduled to be held on
Wednesday, August 10, 2022 at 11:00 a.m. MT in a virtual format via
live webcast at: www.virtualshareholdermeeting.com/AMPE2022.
If you have already voted, thank you for your vote. If you have not
voted, please CAST YOUR VOTE
TODAY. To have your shares represented at the annual meeting as
soon as possible, use the voting control number that accompanied
your proxy materials and one of the following voting methods:
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Vote by Internet:
www.proxyvote.com |
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Vote by phone:
1 (800) 690-6903 |
If you are a street name holder, you should follow the instructions
for voting that accompanied your proxy materials. Your vote is very important, regardless of the
number of shares you own.
The reasons for the Ampio board of directors recommendation to
stockholders are described in detail in Ampio’s proxy statement
dated July 1, 2022. Some of these reasons include:
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The Ampio board of directors believes that stockholder approval of
Proposal No. 3 will provide Ampio with a means to cure Ampio’s
current non-compliance with the NYSE American continued listing
standard relating to low stock price by the December 23, 2022
deadline set by the NYSE American. |
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Continued listing on
the NYSE American
will benefit Ampio stockholders by supporting the liquidity for
Ampio stock. In contrast, delisting from the NYSE American will
result in less investor interest, lower trading volumes, higher
proportionate transaction costs, and wider bid-ask spreads for
investors. |
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Continued listing on the NYSE American will support the strategic
alternatives process by positioning Ampio for maximum
attractiveness as a counterparty and by permitting maximum
flexibility in the structure of a strategic transaction. A key
component of maximizing stockholder value in the strategic
alternatives process is maintaining Ampio’s listing on the NYSE
American. |
We thank you for your support and again ask that you vote your
shares as promptly as possible.
***
Caution Regarding Forward-Looking
Statements
This document includes certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements, other than statements of present or
historical fact, included in this document regarding the proposed
reverse stock split and strategic alternatives process are
forward-looking statements. These forward-looking statements are
subject to risks and uncertainties, including: the risk that the
stockholders will not approve the reverse stock split proposal and
that Ampio’s stock will be delisted from the NYSE American,
limiting certain strategic transactions; the risk that if a reverse
stock split is completed, 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
that Ampio will not be able to maintain listing on the NYSE
American for any other reason; the risk that NYSE American can take
accelerated delisting action in the event that the Company’s common
stock trades at levels viewed to be abnormally low; the challenges
in identifying one or more attractive, strategic businesses to
transform Ampio through one or more strategic transactions and the
risk that no strategic transaction will be considered by the Ampio
board to be in the best interests of its stockholders; the
strategic alternatives process will consume our cash resources and
reduce cash available to be used in a strategic transaction or cash
available for the post-closing business; the strategic alternatives
process and any strategic transaction may involve unexpected costs,
liabilities or delays; the expense and risk associated with any
strategic transaction, including the risk that the expected
benefits of the transaction may not be realized in the time frames
expected or at all; and Ampio’s stock price may suffer as a result
of uncertainty surrounding the strategic alternatives process and
any resulting strategic transaction.