お知らせ • Jan 30
Ampio Pharmaceuticals, Inc. Announces Notice of Proposed Settlement of Stockholder Derivative Actions and Settlement Hearing
Ampio Pharmaceuticals, Inc. has released the following notice of proposed settlement of derivative actions and demands and settlement hearing: All Record Holders and Beneficial Owners of Ampio Pharmaceuticals, Inc. Common Stock as of January 8, 2025. If the court approves the settlement of the actions, current ampio stockholders will be forever barred from contesting the approval of the proposed settlement and dismissal with prejudice, and from pursuing released claims. This action is being settled on the terms set forth in a Stipulation and Agreement of Settlement dated January 8, 2025. The purpose of this Notice is to inform: the existence of a consolidated derivative action pending in the United States District Court for the District of Colorado captioned Maresca versus Martino et al, Case No. 1:22-cv-02646-PAB-KAS (Consolidated with Civil Action No. 22-cv-02803-PAB-KLM), the existence of a similar derivative action pending in the District Court, City & County of Denver, State of Colorado captioned LeaJames versus Martino et al, Case No: 2023-cv-30287, the existence of two pending stockholder litigation demands served on the Company’s Board of Directors to investigate and bring action against the Individual Defendants, the proposed settlement between Plaintiffs and Defendants (Parties) reached in the Actions and the Demands, the hearing to be held by the Colorado State Court to consider the fairness, reasonableness, and adequacy of the Settlement and dismissal of the State Derivative Action with prejudice, Plaintiffs’ Counsel’s application to the Colorado State Court for a Fee and Expense Amount, and Plaintiffs’ Counsel’s application to the Colorado State Court for Service Awards to the Plaintiffs. On January 8, 2025, Ampio, in its capacity as a nominal defendant, entered into the Stipulation to resolve the Actions and the Demands, which Stipulation was filed in the Colorado State Court. The Actions and Demands were prosecuted derivatively on behalf of Ampio against certain current and former directors and officers of the Company and against the Company as a nominal defendant. The Stipulation and the settlement contemplated therein, subject to the approval of the Colorado State Court, are intended by the Parties to fully, finally, and forever compromise, resolve, discharge, and settle the Released Claims and to result in the complete dismissal of the Actions with prejudice, and resolution of the Demands, upon the terms and subject to the conditions set forth in the Stipulation. The proposed Settlement requires the Company to adopt and maintain certain reforms and procedures, as outlined in Exhibit A to the Stipulation. In recognition of the substantial benefits conferred upon Ampio as a direct result of the Reforms achieved through the prosecution and Settlement of the Actions and the Demands, and subject to Colorado State Court approval, the Parties agreed that Ampio’s D&O insurer shall pay to Plaintiffs’ Counsel attorneys’ fees and expenses in the amount of $500,000.00, subject to Colorado State Court approval. Plaintiffs’ Counsel shall also apply to the Colorado State Court for service awards to be paid to each of the five Plaintiffs in an amount of up to $2,000.00 each to be paid out of the Fee and Expense Amount. The Actions and Demands are brought derivatively on behalf of nominal defendant Ampio and allege that, inter alia, between December 29, 2020 and August 3, 2022, at least, the Individual Defendants breached their fiduciary duties by: (1) issuing and/or causing the Company to issue false and misleading statements and omissions to the public regarding Ampio’s clinical trials for its lead pharmaceutical candidate, Ampion, as well as the Company’s ability to successfully bring Ampion to market; (2) failing to maintain adequate internal controls; (3) causing the Company to repurchase its own stock at prices that were artificially inflated due to Defendants’ misrepresentations; and (4) engaging in improper insider selling of Company stock. The Actions and Demands allege that, as a result of the foregoing, the Company experienced reputational and financial harm. The Colorado State Court has not decided in favor of Defendants or Plaintiffs. Instead, the parties to this action have agreed to the Settlement to avoid the distraction, costs, and risks of further litigation, and because the Company has determined that the Reforms that the Company has adopted and will adopt, implement, and maintain as part of the Settlement provide substantial benefits to Ampio and its stockholders. On January 21, 2025, the Colorado State Court entered an order preliminarily approving the Stipulation and the Settlement contemplated therein (the “Preliminary Approval Order”) and providing for notice of the Settlement to be provided to current Ampio stockholders (“Current Ampio Stockholders”). The Preliminary Approval Order further provides that the Court will hold a hearing on April 7, 2025 at the Denver City & County Building, 1437 Bannock Street, Denver, CO 80202 to, among other things: (i) determine whether the proposed Settlement is fair, reasonable and adequate and in the best interests of the Company and its stockholders; (ii) consider any objections to the Settlement submitted in accordance with this Notice; (iii) determine whether a judgment should be entered dismissing all claims in the State Derivative Action with prejudice, and releasing the Released Claims against the Released Persons; (iv) determine whether the Colorado State Court should approve the agreed-to Fee and Expense Amount; (v) determine whether the Colorado State Court should approve the Service Awards, which shall be funded from the Fee and Expense Amount to the extent approved by the Colorado State Court; and (vi) consider any other matters that may properly be brought before the Colorado State Court in connection with the Settlement. Upon final approval of the Settlement, the Derivative Plaintiffs will voluntarily dismiss their complaints with prejudice, and the Demands will be withdrawn. Any Current Ampio Stockholder who wishes to object to the fairness, reasonableness, or adequacy of the Settlement as set forth in the Stipulation, or to the Fee and Expense Amount or Service Awards, may file with the Colorado State Court a written objection. An objector must, at least 21 calendar days prior to the Settlement Hearing: (1) file with the Colorado State Court and serve (either by hand delivery or by first class mail) upon the below listed counsel a written objection to the Settlement setting forth (i) a written notice of objection with the case name and number (ii) the Person’s name, legal address, and telephone number; (iii) notice of whether such Person intends to appear at the Settlement Hearing and the reasons such Person desires to appear and be heard, and whether such Person is represented by counsel and if so, contact information for counsel.