Ampio Pharma (AMPE) Issues Letter to Stockholders, Calls for Reverse Stock-split

October 4, 2022 8:56 AM EDT

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Ampio Pharmaceuticals, Inc. (NYSE American: AMPE), today released the following letter to stockholders from its Chairman, Kevin Buchi, and Chief Executive Officer, Mike Martino.

Dear Fellow Ampio Stockholder,

On behalf of the Board of Directors, we are reaching out to you directly to ask you to vote "FOR" the proposal to authorize a reverse stock-split in advance of the Ampio Special Stockholder meeting on October 13, 2022.

As many of you are aware, the NYSE Regulation has determined that the Company is no longer suitable for listing on the NYSE American Exchange ("Exchange") due to the abnormally low trading price of its common stock. As a result, the exchange has suspended trading of Ampio Pharmaceuticals common stock and has commenced proceedings to delist the Company from the Exchange. We are currently evaluating all of our options, including an appeal process given the close proximity of this decision to the upcoming stockholder meeting on October 13, 2022.

Independent of evaluating the appeals process, our stock will begin trading on the OTC Markets Group Inc. Pink Sheets ("OTC"), effective October 4, 2022, under the same symbol, AMPE. We expect that the move to the OTC will have a significant impact on the Company's business operations including, but limited to, the ease of trading and value of existing securities, the ability to source and secure future liquidity needs and the ability to execute on strategic alternatives; all of which would benefit existing stockholders.

This notice comes at a time when we are making substantial progress on previously outlined strategic objectives that we believe will maximize the future value returned to stockholders. Specifically, we are diligently evaluating a list of core strategic opportunities which include a strategic product/pipeline and/or merger and acquisition opportunities with a company that has a strategic development candidate and/or pipeline. The pending de-listing could potentially jeopardize these opportunities.

The delisting of our common stock from the Exchange emphasizes the need to vote FOR the proposal to authorize a reverse stock-split that will put us in a stronger position to appeal the NYSE decision and gives us the best near term opportunity to regain our listing on the Exchange. Without approval on this proposal, we lose the ability to remedy the delisting and severely limit our ability to execute on the outlined strategic alternatives which we believe will provide the maximum shareholder value.

The support for this proposal has been strong. The Ampio Board of Directors has unanimously recommended a vote for the proposal and Institutional Shareholder Services Inc. ("ISS"), the leading corporate proxy advisory firm that provides proxy voting recommendations to pension funds, investment managers, mutual funds, and other institutional shareholders, has recommended that Ampio stockholders vote FOR the proposal.

Most importantly, the vast majority of stockholders that have voted to date support the authorization of a reverse stock-split. However, approval is needed from 50.1% of Ampio's total outstanding shares to meet the threshold of minimum acceptable votes from shareholders to validate the vote, and we are still just shy of the outstanding shares voted. So, in short, every vote counts.

A proxy, including voting instructions, will be sent out this week. Stockholders with voting procedural questions can call Ampio's proxy solicitor, Alliance Advisors, at (877) 728-5010, for assistance.

Every stockholder's vote is important, regardless of the number of shares held. We urge Ampio stockholders to vote their proxy and approve the Proposal.

Your participation in Ampio's future is critical.


J. Kevin BuchiChairman of the Board

Michael A. MartinoChief Executive Officer.

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