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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): July 13, 2020

AMPIO PHARMACEUTICALS, INC.

(Exact name of registrant as specified in Charter)

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373 Inverness Parkway, Suite 200

Englewood, Colorado 80112

(Address of principal executive offices, including zip code)

(720) 437-6500

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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

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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. ◻

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 13, 2020, Ampio Pharmaceuticals, Inc. (the “Company”) entered into Amendment No. 3 to the Employment Agreement (the “Amendment No. 3”) with Daniel Stokely (the “Executive”) to account for the delay in the Executive’s relocation to Colorado caused by the COVID-19 pandemic. The Amendment extends the time period over which the Company agrees to pay commuting expenses for the Executive from eight (8) months to twelve (12) months following the effective date of the Employment Agreement, or until July 31, 2020, and provides for additional reimbursement of taxes paid by Executive as a result of commuting and relocation expense payments.

The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein.

ITEM 9.01 Financial Statements and Exhibits.

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SIGNATURE

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.

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Dated: July 14, 2020

Exhibit 10.1

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

This Amendment No. 3 to Employment Agreement (“Amendment No. 3”) is executed and entered into on July 13, 2020, (the “Effective Date”), by and among Ampio Pharmaceuticals, Inc. (the “Company”), and Daniel Stokely (“Executive”) (collectively, the “Parties”).

RECITALS

WHEREAS, the Parties executed an Employment Agreement on July 9, 2019 setting forth certain terms of employment between the Parties;

WHEREAS, the Parties executed an amendment to the Employment Agreement on August 20, 2019;

WHEREAS, the Parties executed a second amendment to the Employment Agreement on December 14, 2019;

WHEREAS, as a result of the COVID-19 pandemic, the Executive has been delayed in relocating his residence to Colorado, and the Company wishes to extend certain commuting expense reimbursement in connection with the same; and

WHEREAS, the Parties mutually desire to amend the terms of compensation set forth in Section 3(f) of the Employment Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and obligations set forth in the Employment Agreement and this Amendment, the Parties hereby agree that Section 3(f) of the Employment Agreement shall be modified as follows:

(f)         The Company shall reimburse Executive for reasonable commuting and corporate-supported housing expenses, up to a maximum of six-thousand U.S. Dollars (US$6,000) per month for up to twelve (12) months (“Commuting Expenses”), as well as for reasonable moving expenses and realtor fees incurred as a result of moving Executive and Executive’s family to a residence in the State of Colorado near the Company (“Relocation Expenses”).  The Commuting Expenses and Relocation Expenses shall be paid to Executive in accordance with the Company’s expense reimbursement policies, if any, and in any event only following presentation of itemized receipts evidencing such expenses and, so long as such receipts have been presented, the Commuting Expenses and Relocation Expenses shall be paid during Executive’s first year of employment.  In addition, the Executive shall be reimbursed for taxes paid by Executive on (i) Commuting Expenses in an amount not to exceed $43,000 and (ii) Relocation Expenses in an amount not to exceed $20,000. However, if Executive’s employment is terminated by Executive for any reason, or by the Company for Cause (as defined below), on or before the date that is twelve (12) months from the Start Date, then the Relocation Expenses shall be repaid in full by Executive to the Company.  Commuting Expenses and Relocation Expenses shall also be repaid by Executive to the Company at a pro-rated amount, as set forth below, if Executive’s employment is terminated by Executive for any reason, or by the Company for Cause, at any time after any date that is twelve (12) months but earlier than eighteen (18) months from the Start Date.

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All remaining terms of the Employment Agreement shall remain in full force and effect, and nothing in this Amendment shall alter any other terms therein in any way. Enforcement of this Amendment shall be governed by the terms of the Employment Agreement, and this instrument should be treated as an Appendix thereto.

[SIGNATURE PAGE TO FOLLOW – REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed, and Executive has hereunto set Executive’s hand, all as of the Effective Date specified above.

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