ENGLEWOOD, Colo., May 26, 2023
/PRNewswire/ -- Ampio Pharmaceuticals, Inc. (NYSE American: AMPE)
(the "Company") today announced that its Board of Directors
declared a dividend of one one-thousandth of a share of newly
designated Series D Preferred Stock, par value $0.0001 per share, for each outstanding share of
the Company's common stock held of record as of 5:00 p.m. Eastern Time on June 8, 2023. The shares of Series D Preferred
Stock will be distributed to such recipients at 5:00 p.m. Eastern Time on June 8, 2023. Shares of Series D Preferred Stock
will be uncertificated and represented in book-entry form.
The outstanding shares of Series D Preferred Stock will vote
together with the outstanding shares of the Company's common stock,
as a single class, exclusively with respect to a reverse stock
split, as well as any proposal to adjourn any meeting of
stockholders called for the purpose of voting on the reverse stock
split and will not be entitled to vote on any other matter, except
to the extent required under the Delaware General Corporation Law.
Subject to certain limitations, each outstanding share of Series D
Preferred Stock will have 1,000,000 votes per share (or 1,000 votes
per one one-thousandth of a share of Series D Preferred Stock). The
vote of each share of Series D Preferred Stock (or fraction
thereof) entitled to vote on the specified matters will be cast in
the same manner as the vote cast, if any, of the share of Common
Stock (or fraction thereof) in respect of which such share of
Series D Preferred Stock (or fraction thereof) was issued.
All shares of Series D Preferred Stock that are not present in
person or by proxy at the meeting of stockholders held to vote on
the reverse stock split as of immediately prior to the opening of
the polls at such meeting will automatically be redeemed by the
Company. Any shares of Series D Preferred Stock (or fraction
thereof) that have been so redeemed will not be deemed to be
outstanding for the purpose of voting or determining the number of
votes entitled to vote on any matter submitted to stockholders.
Additionally, any outstanding shares of Series D Preferred Stock
that have not been so redeemed will be redeemed if such redemption
is ordered by the Company's Board of Directors or automatically
upon the approval by the Company's stockholders of an amendment to
the Company's certificate of incorporation effecting the reverse
stock split at such meeting. After the redemption of the Series D
Preferred Stock in full, the Company's capitalization structure
will be as it was prior to the dividend of the Series D Preferred
Stock, with the same number of common shares outstanding as were
outstanding prior to the June 8, 2023
dividend of the Series D Preferred Stock, without giving effect to
the reverse stock split, the issuance of common stock in connection
with a stock option exercise or other sales of common stock by the
Company. The redeemed shares of Series D Preferred Stock will
automatically be retired and restored to the status of authorized
but unissued shares of Preferred Stock.
Shares of Series D Preferred Stock will not be transferable by
any holder thereof except in connection with a transfer by such
holder of any shares of the Company's common stock held by such
holder. In that case, a number of one one-thousandth of a share of
Series D Preferred Stock equal to the number of shares of the
Company's common stock to be transferred by such holder would be
transferred to the transferee of such shares of common stock.
Further details regarding the Series D Preferred Stock will be
contained in a report on Form 8-K to be filed by the Company with
the Securities and Exchange Commission.
Caution Regarding Forward-Looking Statements
All statements other than statements of historical facts
contained in this letter, including statements regarding our
anticipated future clinical developments, future financial
position, and plans and objectives of management for future
operations, are forward-looking statements. Words such as "may",
"will", "should", "forecast", "could", "expect", "suggest",
"believe", "estimate", "continue", "anticipate", "intend",
"ongoing", "opportunity", "potential", "predicts", "seek", "plan,"
or similar words, or the negatives of such terms or other
variations on such terms or comparable terminology, typically
identify forward-looking statements.
Forward-looking statements are based on certain assumptions and
expectations of future events and trends that are subject to risks
and uncertainties including: we are dependent on the success of our
OA-20X program and we cannot be certain that any preclinical data
will support its further development; there can be no assurance
that we will be successful in identifying or completing any
strategic alternative or that any such strategic alternative will
yield value for our stockholders; we may not be able to manage
third parties to provide timely, high quality, and cost-effective
services to us; our history of losses and our cash resources
available to execute our business plan over the next twelve months
raise substantial doubt about our ability to continue as a going
concern; we are involved in legal proceedings that likely will
adversely affect our financial position and our pursuit of
strategic alternatives; we may need additional capital to fund our
future operations, the development of the OA-20X program and any
strategic transaction; we are dependent on adequate protection of
our patent and proprietary rights; the price of our stock has been
and may continue to be extremely volatile; if we cannot continue to
satisfy the NYSE American continued listing requirements and rules,
our securities may be delisted, which could negatively impact the
price of our securities; and other risks described in "Risk
Factors" and elsewhere in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2022
and subsequent periodic reports filed with the SEC.
We undertake no obligation to update or revise publicly any
forward-looking statements to reflect events or circumstances after
the date of such statements for any reason, except as otherwise
required by law.
For more information, contact:
Ampio Pharmaceuticals,
Inc.
Michael Martino
Chief Executive Officer
mmartino@ampiopharma.com
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SOURCE Ampio Pharmaceuticals, Inc.
