Delisting Notice Underlines Urgency to Approve
Proposal to Authorize a Reverse Stock-Split
ENGLEWOOD, Colo., Oct. 4, 2022
/PRNewswire/ -- Ampio Pharmaceuticals, Inc. (NYSE American: AMPE),
today released the following letter to stockholders from its
Chairman, Kevin Buchi, and Chief
Executive Officer, Mike Martino.
Dear Fellow Ampio Stockholder,
On behalf of the Board of Directors, we are reaching out to you
directly to ask you to vote "FOR" the proposal to authorize a
reverse stock-split in advance of the Ampio Special Stockholder
meeting on October 13, 2022.
As many of you are aware, the NYSE Regulation has determined
that the Company is no longer suitable for listing on the NYSE
American Exchange ("Exchange") due to the abnormally low trading
price of its common stock. As a result, the exchange has suspended
trading of Ampio Pharmaceuticals common stock and has
commenced proceedings to delist the Company from the Exchange. We
are currently evaluating all of our options, including an appeal
process given the close proximity of this decision to the upcoming
stockholder meeting on October 13,
2022.
Independent of evaluating the appeals process, our stock will
begin trading on the OTC Markets Group Inc. Pink Sheets ("OTC"),
effective October 4, 2022, under the
same symbol, AMPE. We expect that the move to the OTC will have a
significant impact on the Company's business operations including,
but limited to, the ease of trading and value of existing
securities, the ability to source and secure future liquidity needs
and the ability to execute on strategic alternatives; all of which
would benefit existing stockholders.
This notice comes at a time when we are making substantial
progress on previously outlined strategic objectives that we
believe will maximize the future value returned to stockholders.
Specifically, we are diligently evaluating a list of core strategic
opportunities which include a strategic product/pipeline and/or
merger and acquisition opportunities with a company that has a
strategic development candidate and/or pipeline. The pending
de-listing could potentially jeopardize these opportunities.
The delisting of our common stock from the Exchange emphasizes
the need to vote FOR the proposal to authorize a reverse
stock-split that will put us in a stronger position to appeal the
NYSE decision and gives us the best near term opportunity to regain
our listing on the Exchange. Without approval on this proposal, we
lose the ability to remedy the delisting and severely limit our
ability to execute on the outlined strategic alternatives which we
believe will provide the maximum shareholder value.
The support for this proposal has been strong. The Ampio Board
of Directors has unanimously recommended a vote for the proposal
and Institutional Shareholder Services Inc. ("ISS"), the leading
corporate proxy advisory firm that provides proxy voting
recommendations to pension funds, investment managers, mutual
funds, and other institutional shareholders, has recommended that
Ampio stockholders vote FOR the proposal.
Most importantly, the vast majority of stockholders that have
voted to date support the authorization of a reverse stock-split.
However, approval is needed from 50.1% of Ampio's total outstanding
shares to meet the threshold of minimum acceptable votes from
shareholders to validate the vote, and we are still just shy of the
outstanding shares voted. So, in short, every vote
counts.
A proxy, including voting instructions, will be sent out this
week. Stockholders with voting procedural questions can call
Ampio's proxy solicitor, Alliance Advisors, at (877) 728-5010, for
assistance.
Every stockholder's vote is important, regardless of the number
of shares held. We urge Ampio stockholders to vote their proxy
and approve the Proposal.
Your participation in Ampio's future is critical.
Sincerely,
J. Kevin Buchi
Chairman of the Board
Michael A. Martino
Chief Executive Officer.
Caution Regarding Forward-Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements, other than statements of present or
historical fact, included in this document regarding the proposed
reverse stock split and strategic alternatives process are
forward-looking statements. These forward-looking statements are
subject to risks and uncertainties, including: Ampio's stock is
subject to delisting from the NYSE American under currently pending
delisting proceeding; the Ampio stockholders may not approve the
reverse stock split proposal; if a reverse stock split is
completed, the market price of Ampio's common stock may not
demonstrate sustained price improvement to regain compliance with
the NYSE American continued listing standards or Ampio may not be
able to maintain listing on the NYSE American for any other reason;
the challenges in identifying one or more attractive, strategic
businesses to transform Ampio through one or more strategic
transactions and the risk that no strategic transaction will be
considered by the Ampio board to be in the best interests of its
stockholders; the strategic alternatives process will consume our
cash resources and reduce cash available to be used in a strategic
transaction or cash available for the post-closing business; the
strategic alternatives process and any strategic transaction may
involve unexpected costs, liabilities or delays; the expense and
risk associated with any strategic transaction, including the risk
that the expected benefits of the transaction may not be realized
in the time frames expected or at all; and Ampio's stock price has
suffered and may continue to suffer as a result of uncertainty
surrounding the strategic alternatives process and any resulting
strategic transaction.
Investor and Media Contacts:
Tony Russo or Nic
Johnson
Russo Partners
info@ampiopharma.com
tony.russo@russopartnersllc.com
nic.johnson@russopartnersllc.com
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SOURCE Ampio Pharmaceuticals, Inc.