Current Report Filing (8-k)
17 June 2019 - 11:24PM
Edgar (US Regulatory)
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): June 17, 2019
AMPIO PHARMACEUTICALS, INC.
(Exact name of registrant as specified
in Charter)
Delaware
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001-35182
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26-0179592
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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373 Inverness Parkway, Suite 200
Englewood, Colorado 80112
(Address of principal executive offices,
including zip code)
(720) 437-6500
(Registrant’s telephone number,
including area code)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
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Trading Symbol
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Name of each exchange on which registered:
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Common
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AMPE
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NYSE American
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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 or Rule 12b-2 of the Securities Exchange Act
of 1934.
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 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.
Item 8.01 Other Events
On June 17, 2019, the Company issued a press release announcing
the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1, and is incorporated by reference herein.
The information in this current report on Form 8-K and the exhibits
hereto are incorporated by reference into our registration statement on Form S-3 (File No. 333-217094) originally filed on
March 31, 2017 and declared effective on April 20, 2017, and the prospectus supplement thereto filed on June 17, 2019.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number
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Description
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10.1
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Placement Agency Agreement, dated June 17, 2019, by and among Ampio Pharmaceuticals, Inc. and ThinkEquity, a division of Fordham Financial Management, Inc.
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10.2
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Form of Securities Purchase Agreement
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10.3
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Form of Lock-Up Agreement
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99.1
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Ampio Pharmaceuticals, Inc., press release, dated June 17, 2019
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SIGNATURE
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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AMPIO PHARMACEUTICALS, INC.
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By:
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/s/ Michael Macaluso
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Michael Macaluso
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Chief Executive Officer
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Dated: June 17, 2019
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