AMPIO PHARMACEUTICALS, INC. : Entering into a Material Definitive Agreement, Change of Directors or Principal Officers, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

Research Services Agreement

At February 4, 2022, Ampio Pharmaceuticals, Inc. (the “Company”) has entered into a research services agreement (the “Research Services Agreement”) with CLL Trauma Research (“Trauma research“). Trauma research is an entity controlled by Dr. David Bar-Or, director of the Company. Pursuant to the research services agreement, the Company and Trauma research may engage in one or more Research Project Assignments (each an “Assignment”) for which Company will pay the fees set forth in each Trauma Assignment and Research will perform the specified research services. Dr. Bar-Or will serve as the Principal Investigator (the “Principal Investigator”) to conduct and oversee the research services under each assignment. This agreement is perpetual until terminated by the parties.

As part of the research services agreement, the Company and Trauma research entered into an assignment, dated February 4, 2022 (the “2022 Sale”), whereby Trauma research will conduct in vitro research with Ampion to study chondrogenesis and the mechanism of action of the inflammasome. Under the terms of the 2022 Sale, the Company will pay Trauma research a total amount of $250,000payable in equal monthly installments over the next 12 months, in addition to certain third-party pass-through costs currently estimated at $150,000 as a whole and which will be reimbursed to
Trauma research at cost. Mission 2022 has an expected end date of
January 23, 2023. The full text of the 2022 assignment can be found in Appendix A of the Research Services Agreement.

personal services contract

At February 4, 2022the Company has entered into a personal services contract (the “Personal Services Contract”) with Dr. Bar-Or. Pursuant to the Personal Services Agreement, the Company will pay Dr. Bar-Or an annual amount of $250,000
for his services as Principal Investigator, payable in equal quarterly installments. This replaces boarding fees Dr. Bar-Or would have been entitled as a director of the Company, excluding options or shares granted to directors. This Agreement will terminate upon termination of the Research Services Agreement.

The foregoing descriptions of the Research Services Agreement and the Personal Services Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, copies of which will be filed as exhibits to the quarterly company report on Form 10-Q for the period ended March 31, 2022.

           Departure of Directors or Certain Officers; Election of Directors;
           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

Section 5.02. Departure of directors or certain managers; Election of directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

At February 8, 2022The Board of Directors of the Company (the “Board”) approved an increase in the size of the Board from seven to eight directors, effective immediately, and appointed Ms. Elisabeth Varki Jobes to be a member of the board of directors and a member of the Nominating and Corporate Governance Committee of the Council (the “NCGC”).

Because January 2020, Mrs Jobes served as Senior Vice President and Global Chief Compliance Officer of Amryt Pharmaceuticals Inc., a biopharmaceutical company focused on developing and delivering innovative new treatments to help improve the lives of patients with rare and orphan diseases. From January 2019
at January 2020, Mrs Jobes served as Senior Vice President and Chief Compliance Officer for North America of EMD Soreno, Inc.Merck KgaA’s biopharmaceutical business focused on the development of oncology and immuno-oncology drugs

and treatment options for diseases such as psoriasis, lupus and multiple sclerosis. Prior to EMD Soreno, Inc., Mrs Jobes served as Global Chief Compliance Officer and General Counsel at Spark Therapeutics Inc. from April 2015 at January 2019 where she developed the corporate compliance program for the launch of the first gene therapy program approved in United States. Mrs Jobes has also held leadership positions at other biopharmaceutical companies, including Senior Vice President, Chief Compliance Officer for Auxilium Pharmaceuticals, Inc.; Vice President, Chief Compliance Officer for Adolor (Cubist) Corporation; and Senior Director, Global Compliance for Cephalon, Inc. Mrs Jobes has also been a board member of Eyam Therapeutics since October 2021. Before his career in the biopharmaceutical sector, Mrs Jobes worked for the
Philadelphia District Attorney’s Office as General Counsel, Deputy Chief and Chief in various units. Mrs Jobes has a JD of Rutgers University School of Law and a BA of Pennsylvania State University.

There are no arrangements or agreements between Mrs Jobes and any other person under whom it has been elected as a director, and it has no direct or indirect material interest in any transaction required to be disclosed pursuant to Regulation SK Section 404(a).

For his service to the Board of Directors and the NCGC, Mrs Jobes will receive the same cash compensation as the other independent non-employee directors, as described in the Company’s definitive proxy statement on Schedule 14A, originally filed with the
Security and Exchange Commission (the “Commission”) on June 30, 2021. Moreover, we expect that Mrs Jobes will sign the Company’s standard Indemnification Agreement form.

Additional details regarding the foregoing can 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.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.



   99.1      Press release, dated February 10, 2022
    104    The cover page from this Current Report on Form 8-K, formatted in
           Inline XBRL.

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