Item 1.01. Entry into a Material Definitive Agreement.
On
On
Pursuant to the Securities Purchase Agreement, the Company agreed that, subject to certain exceptions, for 90 days after the closing of the Offering, it will not issue, enter into an agreement to issue or announce the issuance or proposed issuance of shares of its common stock or any other securities convertible into, or exercisable or exchangeable for, shares of its common stock or file any registration statement or any amendment or supplement thereto relating to the offering of any shares of capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock. In addition, the Company may not enter into a variable rate transaction (as defined in the Securities Purchase Agreement) or an at-the-market ("ATM") offering for 150 days after the closing of the Offering, including pursuant to the Company's existing ATM equity offering program.
The Offering is being made pursuant to the Company's existing shelf registration
statement on Form S-3 (File No. 333-237723), which was filed with the
The representations, warranties and covenants contained in the Placement Agent Agreement and the Securities Purchase Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Placement Agent Agreement and the Securities Purchase Agreement are incorporated herein by reference only to provide investors with information regarding the terms of the Offering, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the Commission.
The foregoing descriptions of the Placement Agent Agreement, the Securities Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the Placement
Agent Agreement, form of Securities Purchase Agreement and the form of Warrant, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 4.1 hereto, respectively, and are incorporated herein by reference.
A copy of the opinion of
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of proceeds expected from the Offering. The risks and uncertainties involved include the Company's ability to satisfy certain conditions to closing on a timely basis or at all, market conditions, and other risks detailed from time to time in the Company's periodic reports and other filings with the Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company's current expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.
Item 8.01. Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 4.1 Form of Warrant. 5.1 Opinion ofPaul Hastings LLP 10.1 Placement Agent Agreement, datedDecember 13, 2021 , by and betweenAmpio Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners 10.2 Form of Securities Purchase Agreement 99.1 Press release, datedDecember 13, 2021 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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