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Item 3.03.
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Material Modification to Rights of
Security Holders.
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The disclosure set forth in Item
5.03 below is hereby incorporated herein by reference.
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Item 5.03.
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Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
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Bylaw
Amendment
On May 24, 2023, the board of directors the (“Board”) of Ampio
Pharmaceuticals, Inc. (the “Company”), adopted and approved an
amendment to the Company’s Amended and Restated Bylaws (the
“Bylaws Amendment”) in order to
change the proportion of shares present required to constitute a
quorum at a meeting of stockholders, from a majority to one-third
of the outstanding shares of stock entitled to vote.
The foregoing description of the Bylaws Amendment does not purport
to be complete and is qualified in its entirety by the text of the
Bylaws Amendment, which is filed as Exhibit 3.1 to this Current
Report and is incorporated herein by reference.
Series D
Preferred Stock
On May 24, 2023, the Board declared a dividend of one
one-thousandth of a share of Series D Preferred Stock, par value
$0.0001 per share (“Series D Preferred Stock”),
for each outstanding share of common stock of the Company, par
value $0.0001 per shares (the “Common Stock”) to
stockholders of record at 5:00 p.m. Eastern Time on June 8, 2023
(the “Record
Date”).
General;
Transferability. Shares of Series D Preferred Stock will be
uncertificated and represented in book-entry form. No shares of
Series D Preferred Stock may be transferred by the holder thereof
except in connection with a transfer by such holder of any shares
of Common Stock held by such holder, in which case a number of one
one-thousandth (1/1,000th) of a share of Series D Preferred Stock
equal to the number of shares of Common Stock to be transferred by
such holder will be automatically transferred to the transferee of
such shares of Common Stock.
Voting
Rights. Each share of
Series D Preferred Stock will entitle the holder thereof to
1,000,000 votes per share (and, for the avoidance of doubt, each
fraction of a share of Preferred Stock will have a ratable number
of votes). Thus, each one-thousandth of a share of Series D
Preferred Stock would entitle the holder thereof to 1,000 votes.
The outstanding shares of Series D Preferred Stock will vote
together with the outstanding shares of Common Stock of the Company
as a single class exclusively with respect to (i) any proposal to
adopt an amendment to the Company’s Certificate of Incorporation,
as amended (the “Certificate of
Incorporation”), to effect a reverse stock split of the
outstanding shares of Common Stock at a ratio determined in
accordance with the terms of such amendment (the “Reverse Stock Split”),
and (ii) any proposal to adjourn any meeting of stockholders called
for the purpose of voting on Reverse Stock Split (the “Adjournment
Proposal”). The Series D Preferred Stock will not be
entitled to vote on any other matter, except to the extent required
under the Delaware General Corporation Law.
Unless otherwise provided on any applicable proxy or ballot with
respect to the voting on the Reverse Stock Split or the Adjournment
Proposal, the vote of each share of Series D Preferred Stock (or
fraction thereof) entitled to vote on the Reverse Stock Split, the
Adjournment Proposal or any other matter brought before any meeting
of stockholders held to vote on the Reverse Stock Split and the
Adjournment Proposal will be cast in the same manner as the vote,
if any, of the share of Common Stock in respect of which such share
of Series D Preferred Stock (or fraction thereof) was issued as a
dividend is cast on the Reverse Stock Split, the Adjournment
Proposal, or such other matter, as applicable, and the proxy or
ballot with respect to shares of Common Stock held by any holder on
whose behalf such proxy or ballot is submitted will be deemed to
include all shares of Series D Preferred Stock (or fraction
thereof) held by such holder. Holders of Series D Preferred Stock
will not receive a separate ballot or proxy to cast votes with
respect to the Series D Preferred Stock on the Reverse Stock Split,
the Adjournment Proposal, or any other matter brought before any
meeting of stockholders held to vote on the Reverse Stock
Split.