SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Executive Officer
On November 22, 2021, Ampio Pharmaceuticals, Inc. (the “Company”) announced that Michael Macaluso is taking a one-year medical leave of absence from his role as Chairman and CEO, effective immediately.
Appointment of Interim Chief Executive Officer
Effective November 22, 2021, the Board of Directors of the Company (the “Board”) appointed Mr. Michael Martino, 65, as Interim Chief Executive Officer and the Company’s principal executive officer. Mr. Martino has served as a director of the Company since October 2021. Mr. Martino previously served as President, Chief Executive Officer and a director of HemaFlo Therapetuics Inc., a private company focused on the treatment of acute kidney injury, since January 2016. Prior to HemaFlow, Mr. Martino was President and Chief Executive Officer of Ambit Biosciences, a company focused on the development of a drug to treat acute myeloid leukemia, from November 2011 to November 2014. Under his leadership, Ambit initiated a large, multi-national Phase III study; secured $25 million in private financing; completed a $90 million initial public offering; and ultimately sold the company to a large, Japanese pharmaceutical company for $450 million in cash plus future milestone payments. Mr. Martino also previously served as President, Chief Executive Officer and a director of Arzeda, a synthetic biology company, and Sonus Pharmaceuticals, an oncology drug development company. In addition, Mr. Martino currently serves on the board of Caravan Biologix, a private company primarily focused on the development of novel oncology drugs, and was a founding director at Excision BioTherapeutics, Inc. Mr. Martino has a BBA from Roanoke College, where he served as a Trustee from 2016 to 2020, and a MBA from Virginia Tech.
Additional details regarding the above may be found in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, which is hereby incorporated by reference.
There are no arrangements or understandings between Mr. Martino and any other persons pursuant to which he was selected as the Company’s Chief Executive Officer. There are also no family relationships between Mr. Martino and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, on November 22, 2021 (the “Effective Date”), the Company entered into a one-year employment agreement with Mr. Martino (the “Employment Agreement”), providing for an annual base salary of $550,000 and an annual discretionary bonus of up to fifty percent (50%) of Mr. Martino’s base salary, with the exact amount to be determined by the Compensation Committee of the Board based on achievement of individual and Company performance objectives established by the Compensation Committee. In connection with the Employment Agreement, Mr. Martino was awarded 750,000 options to purchase shares of the Company’s common stock, with 500,000 of such options vesting immediately and the remaining 250,000 options vesting on the one-year anniversary of the Effective Date. In addition, the Company has agreed to grant Mr. Martino an additional 250,000 options to purchase shares of the Company’s common stock on January 1, 2022, with all of such options vesting on the one-year anniversary of the Effective Date.
If Mr. Martino’s employment is terminated by the Company without Cause (as defined in the Employment Agreement) or by Mr. Martino for Good Reason (as defined in the Employment Agreement), he will be entitled to a lump sum severance payment equal to six months of his base salary in effect at the date of termination, less applicable withholding. In addition, the vesting and exercisability of all then outstanding options held by Mr. Martino will accelerate
in full. Upon the occurrence of a Change in Control (as defined in the Employment Agreement), all then outstanding stock options, restricted stock and other stock-based grants held by Mr. Martino will immediately and irrevocably vest and become exercisable and any restrictions thereon shall lapse.
This description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference.
Financial Statements and Exhibits.
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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.
AMPIO PHARMACEUTICALS, INC.
Date: November 29, 2021
/s/ Daniel G. Stokely
Name: Daniel G. Stokely
Title: Chief Financial Officer and Secretary