Issues Letter to Stockholders
Delisting Notice Underlines Urgency to Approve Proposal to
Authorize a Reverse Stock-Split
ENGLEWOOD, Colo., October 4, 2022 —
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
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
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
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
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
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.