UNDERWRITERS
Exhibit 1.1
This AMENDMENT (the “Amendment”) to the Underwriting Agreement (the “Agreement”), dated as of July 12, 2012, is entered into by and among Ampio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Aegis Capital Corp. (“Aegis”), Fordham Financial Management, Inc. (“Fordham” and with Aegis, the “Representatives”) and the Attorney-in-Fact for the Selling Stockholders named therein (the “Attorney”) as of July 13, 2012.
WHEREAS, the parties desire to amend the Agreement in certain respects.
NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Capitalized terms used but not defined herein shall have the meanings given such terms in the Agreement. |
| 2. | The heading of the Agreement is hereby amended to read: “4,796,650 Shares of Common Stock.” |
| 3. | The first paragraph of Section 1 is hereby deleted and replaced in its entirety by the following: |
“1. INTRODUCTION. Ampio Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule A hereto (the “Underwriters”), for whom Aegis Capital Corp. (“Aegis”) and Fordham Financial Management, Inc. (“Fordham”) are acting as the representatives (the “Representatives”), pursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”), 4,796,650 shares of common stock, $0.0001 par value per share (the “Common Stock”) of the Company (collectively, the “Firm Stock”), as set forth in Schedule A hereto.
| 4. | Schedule A of the Agreement is hereby deleted and replaced in its entirety with the following: |
UNDERWRITERS
| Underwriters | Total Number of Firm Stock to be Purchased | Number of Additional Stock to be Purchased if the Over-Allotment Option is Fully Exercised | ||
| Aegis Capital Corp. | 4,748,684 | 685,387 | ||
| Fordham Financial Management, Inc. | 47,966 | 6,923 | ||
| TOTAL | 4,796,650 | 692,310 |
| 5. | Schedule C of the Agreement is hereby deleted and replaced in its entirety with the following: |
PRICING INFORMATION
Number of shares of Firm Stock to be sold: 4,796,650 shares
Public Offering Price per share of Firm Stock: $3.25 per share
Underwriting Discount: $0.2275 per share
Net Proceeds to Company (before expenses): $14,497,875
PERMITTED FREE WRITING PROSPECTUSES
None.
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| 6. | Except as amended hereby, the Agreement shall remain unmodified and is hereby ratified in all respects. |
| 7. | This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. |
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IN WITNESS WHEREOF, the Company, Aegis, Fordham and the Attorney have executed this Amendment as of the date first written above.
| AMPIO PHARMACEUTICALS, INC. | ||
| By: | /s/ Mark D. McGregor | |
| Name: | Mark D. McGregor | |
| TITLE: | Chief Financial Officer
| |
| AEGIS CAPITAL CORP. | ||
| By: | /s/ David Bocchi | |
| Name: | David Bocchi | |
| Title: | Senior Managing Director, Investment Banking | |
| FORDHAM FINANCIAL MANAGEMENT, INC | ||
| By: | /s/ William Baquet | |
| Name: | William Baquet | |
| TITLE: | Chief Executive Officer | |
| THE SELLING STOCKHOLDERS NAMED IN SCHEDULE B OF THE AGREEMENT | ||
| By: | /s/ Mark D. McGregor | |
| Attorney-in-Fact | ||
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