AMPE Ampio Pharmaceuticals Inc

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As filed with the Securities and Exchange Commission on February 28, 2024

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Registration No. 333-235853

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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AMPIO PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

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Ampio Pharmaceuticals, Inc.

2019 Stock and Incentive Plan

(Full title of the plan)

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Michael A. Martino

Chief Executive Officer

Ampio Pharmaceuticals, Inc.

9800 Mount Pyramid Court, Suite 400

Englewood, Colorado 80112

(Name and address of agent for service)

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(720) 437-6500

(Telephone number, including area code, of agent for service)

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With copy to:

April Hamlin

Ballard Spahr LLP

2000 IDS Center

80 South 8^th Street

Minneapolis, MN 55402

(612) 371-3211

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

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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 7(a)(2)(B) of the Securities Act. ◻

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EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment filed by Ampio Pharmaceuticals, Inc. (the “Company”) relates to the Registration Statement on Form S-8 (File No. 333-235853), originally filed by the Company with the Securities and Exchange Commission on January 8, 2020, pertaining to the registration of 10,000,000 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), under the Company’s 2019 Stock and Incentive Plan. The statement of the number of shares of Common Stock registered does not take into account any reverse stock splits have been taken in the interim.

The Company has terminated all offerings of its Common Stock pursuant to the Registration Statement. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold or unissued at the termination of the offering, the Company is filing this Post-Effective Amendment to the Registration Statement to withdraw and remove from registration any and all shares of Common Stock that remain unsold or otherwise unissued under the Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Post-Effective Amendment to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on February 28, 2024.

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