Current Report Filing (8-k)
June 13 2019 - 3:32PM
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 13, 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):
¨
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:
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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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 13, 2019, Thomas E. Chilcott, III
resigned from his position as Chief Financial Officer, Treasurer and Secretary of Ampio Pharmaceuticals, Inc. (the “Company”)
effective June 12, 2019 (the “Separation Date”). In connection with his separation from the Company and the early termination
of his employment agreement, Mr. Chilcott and the Company entered into a Separation Agreement, dated June 13, 2019 (the “Separation
Agreement”). Under the Separation Agreement, Mr. Chilcott will receive severance pay in the amount of approximately $160,671,
which is equivalent to (1) the amount of salary Mr. Chilcott would have received prior to the expiration of his employment agreement,
plus (2) his earned and unused vacation benefits, plus (3) an additional six months of salary pay. Further, the Company agreed
to accelerate the vesting of all of Mr. Chilcott’s outstanding equity award grants, which would otherwise fully vest on June
15, 2019. Mr. Chilcott’s outstanding stock options will remain exercisable for one year from the Separation Date.
The Separation Agreement also contains certain
customary provisions related to indemnification and the release of claims. A copy of the Separation Agreement is attached hereto
as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Separation Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement.
Item 9.01. Financial Statements and Exhibits.
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 13, 2019
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