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): November 17, 2015
AMPIO PHARMACEUTICALS, INC.
(Exact name of registrant as specified in Charter)
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Delaware |
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001-35182 |
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26-0179592 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File No.) |
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(IRS Employer
Identification No.) |
373 Inverness Parkway, Suite 200
Englewood, Colorado 80112
(Address of principal executive offices, including zip code)
(720) 437-6500
(Registrants 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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)) |
Item 7.01 |
Regulation FD Disclosure |
On November 17, 2015, Ampio Pharmaceuticals, Inc.
(Ampio) issued a press release announcing that it has established a record date of December 1, 2015 for its previously announced distribution to its stockholders of its shares of common stock of Aytu BioScience, Inc.
(Aytu). Ampio will distribute one (1) share of Aytu common stock for every five (5) shares of Ampio common stock owned as of the record date. The distribution date is expected to be January 4, 2016. Ampio will hold a
webcast conference call on Thursday, November 19, 2015 at 4:15 EST to further explain this transaction and update shareholders of both Ampio and Aytu. Stockholders will be informed of the details of the conference call by press release on
Wednesday, November 18, 2015. A copy of the press release is furnished hereto as Exhibit 99.1.
The information contained in this
Item 7.01 and Exhibit 99.1 to this report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any filings made by Ampio under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be expressly set forth by specific reference in such filing.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit Number |
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Description |
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99.1 |
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Press Release dated November 17, 2015 |
This Current Report on Form 8-K and Exhibit 99.1 contain forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by use of terms such as may, project, should, plan, expect,
anticipate believe, estimate and similar words, although some forward-looking statements are expressed differently. Forward-looking statements represent our managements judgment regarding future events.
Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. All statements other than statements of historical
fact included in this Current Report on Form 8-K and in Exhibit 99.1 are forward-looking statements. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. The Company cannot guarantee the accuracy of the forward-looking statements, and you should be aware that the Companys actual results could differ materially from those contained in
forward-looking statements due to a number of factors, including the statements under Risk Factors found in the Companys Annual Reports on Form 10-Ks and its Quarterly Reports on Form 10-Qs on file with the Securities
and Exchange Commission.
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/ Gregory A. Gould |
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Gregory A. Gould |
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Chief Financial Officer |
Dated: November 17, 2015
EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1 |
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Press Release dated November 17, 2015 |
Exhibit 99.1
Ampio Will Distribute Aytu BioSciences Stock to
Ampio Shareholders of Record on December 1, 2015
ENGLEWOOD, CO., November 17, 2015 /PRNewswire/ Ampio Pharmaceuticals, Inc. (NYSE MKT: AMPE) today announced it has established a record date of
December 1, 2015 for its previously announced distribution to its stockholders of its shares of Common Stock of Aytu BioSciences, Inc. Ampio will distribute one (1) share of Aytu common stock for every five (5) shares of Ampio Common
Stock owned as of the record date. This distribution will constitute over 70% of the Aytu shares outstanding at this time and approximately 90% of the Aytu shares owned by Ampio. The distribution date is expected to be January 4, 2016.
Michael Macaluso, Ampios CEO explained: To further explain this transaction and update shareholders on both Ampio and Aytu, we will hold a webcast
conference call on Thursday, November 19th at 4:15 EST. We will have both a presentation on Aytu as well as an Ampio update Stockholders will be informed of the details of the
conference call by press release on Wednesday, November 18, 2015.
Ampio stockholders should note the following:
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1) |
Record Date: Only Ampio stockholders of record on December 1, 2015 will be entitled to receive the Aytu shares. Particularly for those stockholders who hold their Ampio stock in street
name through their broker, the Company recommends that stockholders contact their broker to confirm they are holders of Ampio stock and that they expect one (1) Aytu share of common stock for every five (5) Ampio shares of common
stock they own and request to be alerted when the Aytu shares are received in their accounts. |
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2) |
Ratio of Ampio shares to Aytu shares to be distributed: One (1) Aytu share will be distributed for each five (5) Ampio shares. For example, the owner of 1,000 Ampio shares will receive 200 Aytu
shares in the distribution. |
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Tax Considerations: Ampio expects that the distribution will be treated as a return of capital for most Ampio shareholders, which will reduce their individual tax basis in their Ampio stock, but not
require the payment of any tax as a result of the distribution. |
About Ampio Pharmaceuticals:
Ampio Pharmaceuticals, Inc. is a clinical trial stage biopharmaceutical company primarily focused on the development of therapies to treat prevalent
inflammatory conditions for which there are limited treatment options. We are developing compounds that decrease inflammation by (i) inhibiting specific pro-inflammatory compounds by affecting specific pathways at the protein expression and at
the transcription level; (ii) activating specific phosphatase or depletion of the available phosphate needed for the inflammation process; and (iii) decreasing vascular permeability.
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Investor Contact:
Gregory A. Gould
Ampio Pharmaceuticals, Inc.
Direct: (720) 437-6513
Email: ggould@ampiopharma.com
About Aytu
BioScience, Inc.
Aytu BioScience, Inc. is a commercial-stage specialty healthcare company focused on urological and related conditions. The
Companys products includes FDA-approved ProstaScint®(capromab pendetide), a radio-labeled monoclonal antibody that targets Prostate Specific Membrane Antigen (PSMA), a protein highly
expressed by prostate cancer; as well as Primsol®(trimethoprim oral solution), the only FDA-approved oral solution of trimethoprim, the standard therapy for urinary tract infections.
Aytus strategy is to continue building its portfolio of revenue-generating urology products and late-stage development assets, leveraging its commercial team and expertise to further build those brands within well-established markets.
Investors & Media Contacts:
Tiberend Strategic
Advisors, Inc.
Joshua Drumm, Ph.D.: jdrumm@tiberend.com; (212) 375-2664
Janine McCargo: jmccargo@tiberend.com; (646) 604-5150
Forward Looking Statements:
Ampios
statements in this press release that are not historical fact and that relate to future plans or events are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be
identified by use of words such as plan, continue, present, could, may, will be, and similar expressions. These forward-looking statements include statements regarding
Ampios plans with respect to the distribution of Aytu shares, AmpionTM and OptinaTM and their affects, which are subject to the
risks associated with clinical trials, regulatory approvals, and changes in business conditions and similar events. These forward-looking statements also include statements regarding Aytus strategic plans and their ability to acquire potential
products. These risks include the uncertainty of the regulatory response to the sufficiency of trial data and trial design, that regulatory approval may not be obtained or delayed, the risks and uncertainties detailed from time to time in
Ampios filings with the Securities and Exchange Commission, including without limitation, under Ampios Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and, the risks of timing or the ability to effect the Aytu spin-off.
Ampio undertakes no obligation to revise or update these forward-looking statements, whether as a result of new information, future events or otherwise.
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