AMPE Ampio Pharmaceuticals Inc

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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): August 30, 2023

AMPIO PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

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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

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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:

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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. ☐

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On August 30, 2023, Ampio Pharmaceuticals, Inc. (the “Company”) amended its certificate of incorporation to implement a 20-to-1 reverse stock split, such that every 20 shares of the Company’s common stock, par value $0.0001 per share, will be combined into one issued and outstanding share of common stock (the “reverse stock split”).

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The reverse stock split will be effective at 4:01 p.m., Eastern Time, on September 11, 2023. The Company expects that upon the opening of trading on September 12, 2023, the Company’s common stock will begin trading on a post-split basis under CUSIP number 03209T307.

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No fractional shares will be outstanding following the reverse stock split. Holders of fractional shares will be entitled to receive, in lieu of any fractional share, the number of shares rounded up to the next whole number.

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The text of the certificate of amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

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The reverse stock split will not change the number of authorized shares or the par value of the Company’s common stock under the certificate of incorporation, which will continue to consist of 310,000,000 shares authorized, of which 10,000,000 shares, par value of $0.0001 per share, are designated as preferred stock and 300,000,000 shares, par value of $0.0001 per share, are designated as common stock.

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On August 31, 2023, the Company issued a press release announcing the reverse stock split. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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(d) Exhibits:

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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.

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Exhibit 3.1

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CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

AMPIO PHARMACEUTICALS, INC.

Ampio Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

1.The name of the corporation is Ampio Pharmaceuticals, Inc. (the “Corporation”).

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2.The Board of Directors of the Corporation duly adopted a resolution in accordance with Section 242 of the General Corporation Law of the State of Delaware, setting forth an amendment to the Certificate of Incorporation of the Corporation, as amended (the “Amendment”) and declaring the Amendment to be advisable. The stockholders of the Corporation duly approved the Amendment at the Annual Meeting of Stockholders of the Corporation held on July 27, 2023 in accordance with Section 242 of the General Corporation Law of the State of Delaware.

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3.In order to effect the Amendment, Section 1 of Article IV of the Certificate of Incorporation of the Corporation, as amended, shall be amended and restated in its entirety as follows:

“Section 1. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is 310,000,000; of which 10,000,000 shares of the par value of $0.0001 shall be designated Preferred Stock and 300,000,000 shares of the par value of $0.0001 shall be designated Common Stock.

Upon filing and effectiveness of this Certificate of Amendment with the Secretary of State of Delaware (the “Effective Time”), every twenty (20) issued and outstanding shares of Common Stock shall without further action by this Corporation or the holder thereof be combined into and automatically become one share of Common Stock (the “Reverse Stock Split”). The number of authorized shares of Common Stock of the Corporation and the par value of the Common Stock shall remain as set forth in this Certificate of Incorporation, as amended. No fractional shares shall be issued in connection with the Reverse Stock Split. In lieu of any fractional shares to which a stockholder would otherwise be entitled (after taking into account all fractional shares of Common Stock otherwise issuable to such holder), all fractional shares resulting from the Reverse Stock Split shall be rounded up to the nearest whole share. The capital of the Corporation will not be reduced under or by reason of any amendment herein certified.”

4.This Certificate of Amendment shall become effective as of September 11, 2023 at 4:01 p.m. Eastern Time.

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5.The Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

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IN WITNESS WHEREOF, this Certificate of Amendment to the Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on August 30, 2023.

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AMPIO PHARMACEUTICALS, INC.

By: /s/ Michael A. Martino

Name: Michael A. Martino

Title: Chief Executive Officer

Exhibit 99.1

Ampio Pharmaceuticals Announces Reverse Stock Split

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ENGLEWOOD, Colo., August 31, 2023 /PRNewswire/ – Ampio Pharmaceuticals, Inc. (NYSE American: AMPE) (the “Company”) today announced that its Board of Directors has approved a 20-to-1 reverse stock split of the Company’s common stock. The reverse stock split will become effective at 4:01pm ET on September 11, 2023. The Company’s common stock is expected to begin trading on a split-adjusted basis on the NYSE American under the same symbol AMPE when the market opens on September 12, 2023 with the new CUSIP number 03209T307.

The reverse stock split was approved by the Company’s stockholders at the Company’s 2023 Annual Meeting, held on July 27, 2023, with a ratio not to exceed 20-to-1. As a result of the reverse stock split, every 20 shares of the Company’s common stock issued and outstanding will be automatically reclassified into one share of common stock, with no change in the $0.0001 par value per share. Holders of fractional shares will be entitled to receive the number of shares rounded up to the next whole number.

The reverse stock split is being effected after the Board of Director’s consideration of a variety of factors, including the current trading price of the Company’s common stock and the NYSE American continued listing requirements. The Company does not expect the reverse stock split to impact its current or future business operations.

All outstanding stock options, warrants, and equity incentive plans will be proportionately affected with the exception of the reserve for future issuance of 1,200,000 shares of common stock under the 2023 Stock and Incentive Plan which will not be subject to adjustment. The exercise prices of the outstanding stock options, warrants, and equity incentive plans will be adjusted in accordance with their respective terms. The reverse stock split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of the Company’s shares with the exception of those holders of fractional shares.

Equiniti Trust Company (“Equiniti”), the Company’s transfer agent, will act as the exchange agent for the reverse stock split. Equiniti will provide instructions to stockholders with physical certificates regarding the process for exchanging their certificates for split-adjusted shares into “book-entry form” and receiving adjustment for fractional shares, if any. Those stockholders with common stock in “street name” will receive instructions from their brokers.

Caution Regarding Forward-Looking Statements

All statements other than statements of historical facts contained in this letter, including statements regarding our anticipated future clinical developments, future financial position, and plans and objectives of management for future operations, are forward-looking statements. Words such as “may”, “will”, “should”, “forecast”, “could”, “expect”, “suggest”, “believe”, “estimate”, “continue”, “anticipate”, “intend”, “ongoing”, “opportunity”, “potential”, “predicts”, “seek”, “plan,” or similar words, or the negatives of such terms or other variations on such terms or comparable terminology, typically identify forward-looking statements.

Forward-looking statements are based on certain assumptions and expectations of future events and trends that are subject to risks and uncertainties including: we are dependent on the success of our OA-20X program and we cannot be certain that any preclinical data will support its further development; there can be no assurance that we will be successful in identifying or completing any strategic alternative or that any such strategic alternative will yield value for our stockholders; we may not be able to manage third parties to provide timely, high quality, and cost-effective services to us; our history of losses and our cash resources available to execute our business plan over the next twelve months raise substantial doubt about our ability to continue as a going concern; we are involved in legal proceedings that likely will adversely affect our financial position and our pursuit of strategic alternatives; we may need additional capital to fund our future operations, the development of the OA-20X program and any strategic transaction; we are dependent on adequate protection of our patent and proprietary rights; the price of our stock has been and may continue to be extremely volatile; if we cannot continue to satisfy the NYSE American continued listing requirements and rules, our securities may be delisted, which could negatively impact the price of our securities; and other risks described in “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and subsequent periodic reports filed with the SEC.

We undertake no obligation to update or revise publicly any forward-looking statements to reflect events or circumstances after the date of such statements for any reason, except as otherwise required by law.

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For more information, contact:

Ampio Pharmaceuticals, Inc.

Michael Martino

Chief Executive Officer

mmartino@ampiopharma.com