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AMPE > SEC Filings for AMPE > Form 8-K on 26-Sep-2013All Recent SEC Filings

Show all filings for AMPIO PHARMACEUTICALS, INC.



Entry into a Material Definitive Agreement, Other Events

Item 1.01 Entry into a Material Definitive Agreement.

On September 25, 2013, Ampio Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with a limited number of purchasers, mainly institutional investors (collectively, the "Purchasers"), with respect to a registered direct offering (the "Registered Direct Offering") of 4,600,319 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a price of $5.50 per share (the "Per Share Purchase Price"). Net proceeds from the offering, after deducting estimated offering expenses, are estimated to be approximately $24.8 million. The Company anticipates that the closing of the offering will take place on or about September 30, 2013. No placement agent was used for the offering.

The sale of the Common Stock was made pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-177116) filed by the Company with the Securities Exchange Commission ("SEC") on September 30, 2011, as amended (the "Registration Statement"), in the form in which it became effective on October 28, 2011, including a prospectus supplement dated September 26, 2013 to the prospectus contained therein, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act").

The Purchase Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Common Stock, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

A copy of the Purchase Agreement is filed as Exhibit 10.1 to this report, and the description of the terms of the Purchase Agreement is qualified in its entirety by reference to Exhibit 10.1 and is incorporated herein by reference.

A copy of the legal opinion of Goodwin Procter LLP, relating to the validity of the shares to be issued in the Registered Direct Offering, is filed as Exhibit 5.1 to this report and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 8.01 Other Events.

On September 26, 2013, the Company issued a press release to announce the Registered Direct Offering. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Exhibits.

The following exhibits are included with this report:

Number                                    Description

5.1          Opinion of Goodwin Procter LLP

10.1         Securities Purchase Agreement, dated September 25, 2013, by and among
             the Company and the Purchasers

23.1         Consent of Goodwin Procter LLP (included as part of Exhibit 5.1)

99.1         Press Release, dated September 26, 2013

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