424B5 1 tmb-20240125x424b5.htm 424B5


PROSPECTUS SUPPLEMENT	Filed pursuant to Rule 424(b)(5)
(To Prospectus dated September 27, 2023)	Registration Number 333-274558

AMPIO PHARMACEUTICALS, INC.

$1,315,900

Common Stock

We have entered into an at the market offering agreement dated September 18, 2023 (the “Offering Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright” or the “sales agent”) relating to shares of our common stock, par value $0.0001 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Offering Agreement, from time to time we may offer and sell shares of our common stock having an aggregate gross sales price of up to $1,315,900 through Wainwright, acting as sales agent.

Our common stock is listed on the NYSE American (“NYSE American”) under the trading symbol “AMPE.” On January 22, 2024, the last reported sale price of our common stock on the NYSE American was $1.64 per share.

We are subject to General Instruction I.B.6 of Form S-3, which limits the amounts that we may sell under the registration statement of which this prospectus supplement and the accompanying prospectus form a part. The aggregate market value of our common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3, calculated based on 1,117,931 shares of our outstanding common stock held by non-affiliates on January 19, 2024 at a price of $5.76 per share, the closing price of our common stock on November 30, 2023, was $6,439,283. During the 12 calendar months prior to, and including, the date of this prospectus supplement, we have sold $830,472 of common stock pursuant to General Instruction I.B.6 of Form S-3. As a result of the limitations of General Instruction I.B.6, and in accordance with the terms of the Offering Agreement, we are registering the offer and sale of shares of our common stock having an aggregate offering price of up to $1,315,900 from time to time through Wainwright.

Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the NYSE American, or any other existing trading market in the United States for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law. Wainwright is not required to sell any specific number or dollar amount of securities, but it will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Wainwright and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Wainwright will be entitled to compensation at a fixed commission rate of 3.0% of the gross sales price per share sold. In connection with the sale of our common stock on our behalf, Wainwright will be deemed an “underwriter” within the meaning of the Securities Act and the compensation of Wainwright constitutes underwriting commissions or discounts. We have also agreed to provide indemnification and contributions to Wainwright against certain civil liabilities, including liabilities under the Securities Act.

Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement and on page 3 of the accompanying prospectus, and under similar headings in the other documents we have filed or that are filed after the date hereof and are incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this prospectus supplement is January 25, 2024.


PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT	S-ii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-iii

PROSPECTUS SUMMARY	S-1

RISK FACTORS	S-4

USE OF PROCEEDS	S-7

PLAN OF DISTRIBUTION	S-7

LEGAL MATTERS	S-8

EXPERTS	S-8

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	S-8

PROSPECTUS

ABOUT THIS PROSPECTUS	1

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	2

THE COMPANY	4

RISK FACTORS	4

USE OF PROCEEDS	4

DESCRIPTION OF SECURITIES	4

DESCRIPTION OF CAPITAL STOCK	5

DESCRIPTION OF WARRANTS	9

DESCRIPTION OF UNITS	10

PLAN OF DISTRIBUTION	11

LEGAL MATTERS	12

EXPERTS	12


Issuer:	Ampio Pharmaceuticals, Inc.
Common stock offered by us:	Shares of our common stock having an aggregate offering price of up to $1,315,900.
Common stock outstanding immediately after this offering:	Up to 1,937,769 shares, assuming sales at a price of $1.64 per share, which was the closing price of our common stock on the NYSE American on January 22, 2024. The actual number of shares issued, if any, will vary depending on the sales price under this offering.
Manner of offering:	“At the market offering” that may be made from time to time through our sales agent, Wainwright. See “Plan of Distribution.”
Use of proceeds:	We intend to use the net proceeds from this offering for general corporate purposes, which may include research and development expenses related to the OA-201 program. See “Use of Proceeds.”
Listing:	Our common stock is currently listed on the NYSE American under the symbol “AMPE.”
Risk Factors:	You should read the “Risk Factors” section of this prospectus and in the documents incorporated by reference in this prospectus for a discussion of factors to consider before deciding to purchase shares of our common stock.