AMPIO PHARMACEUTICALS, INC. (NYSEMKT:AMPE) Files An 8-K Entry into a Material Definitive Agreement

AMPIO PHARMACEUTICALS, INC. (NYSEMKT:AMPE) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01 Entry into a Material Definitive Agreement

On March27, 2017, Ampio Pharmaceuticals, a Delaware corporation
(the Company), entered into a Waiver and Consent Letter Agreement
(the Waiver and Consent Agreement) with CVI Investments, Inc.
(CVI), amending the terms of warrants previously issued to CVI on
September1, 2016. to the terms of that certain Securities
Purchase Agreement, dated August29, 2016, the Company had issued
5,000,000 shares of the Companys common stock, par value $0.0001
per share (the Common Stock), and warrants to purchase up to
5,000,000 shares of Common Stock (the Original Warrants) with an
exercise price of $1.00 per share (the Warrant Exercise Price) to
CVI, at a combined offering price of $0.75 per share of Common
Stock and accompanying Original Warrants.

Under the Waiver and Consent Agreement, CVI has waived the right
to have the Warrant Exercise Price reduced and the number of
Shares of Common Stock underlying the Warrant increased in the
event the Company secures any financing, including debt, which
includes issuing or selling shares of Common Stock for a price
per share less than the Warrant Exercise Price. CVI also waived
the prohibition on the Companys ability to issue or sell shares
of its Common Stock, options or convertible securities at a price
which varies or may vary with the market price of the Common
Stock or to an equity credit line or similar at-the-market offering. The
waivers are permanent.

In return, the
Company agreed to reduce the exercise price of the Original
Warrants from $1.00 per share of Common Stock to $0.40 per share
of Common Stock and to not issue or sell any shares of its
capital stock for a period of 10 trading days following the
execution of the Waiver and Consent Agreement. All other terms of
the Original Warrants remain the same.

The foregoing
summary of the terms of the Waiver and Consent Agreement is
subject to, and qualified in its entirety by, such Waiver and
Consent Agreement attached herewith as Exhibit 10.1, to this
Current Report on Form 8-K and are incorporated by reference

Financial Statements and Exhibits.


Exhibit Number


10.1 Waiver and Consent Agreement, dated as of March27, 2017, by
and between Ampio Pharmaceuticals, Inc. and CVI Investments,
99.1 Press Release of Ampio Pharmaceuticals, Inc. issued March28,


Ampio Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is focused primarily on the development of therapies to treat prevalent inflammatory conditions for which there are limited treatment options. The Company’s two lead product candidates in development are Ampion for osteoarthritis of the knee and Optina for diabetic macular edema. Ampion is a sub 5000 molecular weight fraction of commercial human serum albumin (HSA). Optina is a low-dose formulation of danazol. The Ampio segment consists of its biopharmaceuticals compounds and the clinical trials associated with them. The Company is primarily developing compounds that decrease inflammation by inhibiting specific pro-inflammatory compounds by affecting specific pathways at the protein expression and at the transcription level; activating specific phosphatase or depleting available phosphate needed for the inflammation process, and decreasing vascular permeability.


AMPIO PHARMACEUTICALS, INC. (NYSEMKT:AMPE) closed its last trading session 00.000 at 0.820 with 138,208 shares trading hands.

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