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): February 1526, 2024

AMPIO PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-35182	26-0179592
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9800 Mount Pyramid Court, Suite 400

Englewood, Colorado 80112

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (720) 437-6500

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	AMPE	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 71.0102. ~~Regulation~~Termination FDof ~~Disclosure~~a Material Definitive Agreement.

On February 1426, 2024, Ampio Pharmaceuticals, Inc. ~~issued~~(the “Company”) provided a ~~press~~notice ~~release~~to ~~providing~~H.C. Wainwright & Co., LLC to terminate that certain At The Marketing Offering Agreement, dated September 18, 2023, by and between the Company and H.C. Wainwright & Co., LLC (the “ATM Agreement”), establishing an ~~update~~at-the-market onequity distribution program for the ~~results~~offer and sale from ~~its~~time ~~recently~~to ~~completed~~time ~~nonclinical~~shares ~~studies~~of the Company’s common stock, par value $0.0001. ~~The~~In ~~press~~accordance ~~release~~with isthe ~~attached~~ATM ~~hereto~~Agreement, asthe ~~Exhibit~~termination 99will be effective March 6, 2024.1.

~~The~~In ~~information~~connection ~~furnished~~with inthe ~~Item~~termination ~~7.01~~of ~~and~~the ~~Exhibit~~ATM ~~99.1~~Agreement, ~~attached~~the ~~hereto~~Company ~~shall not be deemed to be “~~filed” ~~for~~on ~~the~~February ~~purposes~~28, of2024 ~~Section~~a 18post-effective ofamendment ~~the~~to ~~Securities~~its ~~and~~Registration ~~Exchange~~Statement ~~Act~~on ofForm ~~1934,~~S-3 ~~as amended~~ (~~the~~File ~~“Exchange~~No. ~~Act”~~333-274558), orto ~~otherwise~~withdraw ~~subject~~and toremove ~~the~~from ~~liabilities~~registration ofany ~~such~~and ~~section,~~all ~~nor~~Company ~~shall~~securities ~~such~~that ~~information~~remain beunsold ~~deemed~~or tootherwise beunissued ~~incorporated~~under bysuch ~~reference~~Registration ~~into~~Statement, ~~any~~including ~~filing~~shares ~~under~~of the ~~Securities~~Company’s ~~Act~~common ofstock ~~1933,~~that aswere ~~amended,~~covered orby the ~~Exchange~~at-the-market ~~Act,~~offering ~~except~~agreement asprospectus ~~shall~~filed beas ~~expressly~~part ~~set~~of ~~forth~~the byRegistration ~~specific reference in such a filing~~Statement.

Item 9.01.Financial Statements and Exhibits.

Exhibit No.Description

99.1Ampio Pharmaceuticals, Inc. Press Release Issued on February 14, 2024.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	AMPIO PHARMACEUTICALS, INC.
Date: February 15, 2024	By:	/s/ Michael A. Martino
Date: February 28, 2024	By:	/s/ Michael A. Martino
		Name: Michael A. Martino
		Title: Chief Executive Officer

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