UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
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”).
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.
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.
The text of the certificate of amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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.
Item 8.01. | Other Events. |
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.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. | Description |
3.1 | |
99.1 | Press Release issued by Ampio Pharmaceuticals, Inc. on August 31, 2023 |
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. |
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Date: August 31, 2023 | By: | /s/ Michael A. Martino |
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| Name: Michael A. Martino |
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| Title: Chief Executive Officer | |