Ampio Pharmaceuticals, Inc. Rating: Buy
Transcription
Ampio Pharmaceuticals, Inc. Rating: Buy
Biotechnology Raghuram Selvaraju, Ph.D. (646) 502-2464 [email protected] Yi Chen, Ph.D. (646) 502-2463 [email protected] Initiating Coverage September 25, 2012 Key Metrics $3.99 AMPE - NASDAQ Sep 24 2012 Pricing Date $11.00 Price Target $8.50 - $2.54 52-Week Range 37.0 Shares Outstanding (mm) Market Capitalization ($mm) $147.6 3-Mo Average Daily Volume 712,934 Ampio Pharmaceuticals, Inc. Rating: Buy Reinventing The Rules of Drug Development Investment Highlights: ■ A Unique Opportunity With Multiple Shots On Goal. We are initiating coverage of Ampio Pharmaceuticals with a Buy rating and an 18-month price target of $11.00 per share. In our view, Ampio represents one of the most underrated companies in the healthcare sector because of its disciplined, capital-efficient approach to drug development. For a minimal investment of under $40mm since inception, the company has built a pipeline that comprises three clinical-stage agents (including one high-value biologic drug), all of which have demonstrated efficacy proof-of-concept in clinical trials, a diagnostic platform, and a rich preclinical portfolio of >300 compounds. In our opinion, this firm is fundamentally undervalued at an enterprise value of ~$130mm vs. various peers that spend far more on R&D and, we believe, are spectacularly unproductive by comparison. Therefore, we are recommending the accumulation of Ampio shares based on our view that its drug candidates are risk-mitigated opportunities being developed in a very cost-effective manner. ■ Ampion™ - A Pipeline In A Single Product. Ampio's lead biologic drug, Ampion™, is being developed for the treatment of knee osteoarthritis. In this indication alone, we believe that it could have blockbuster potential (>$1b in peak annual sales). However, this drug could also have applicability in allergic rhinitis, multiple sclerosis (MS), rheumatoid arthritis and various other autoimmune disease applications. Ampio has already demonstrated proof-of-concept in a Phase 2 trial with this drug, and is slated to move into a larger Phase 2 / 3 trial in knee OA within the coming months. ■ Optina™ - An Ocular Opportunity. We are enthusiastic about the prospects of Optina™, a low-dose formulation of a well-known antiendometriosis drug called danazol, based on the positive Phase 2b results released thus far that have shown significant improvements in visual acuity among patients with diabetic macular edema (DME). Furthermore, Optina™ is being developed in a sector - ophthalmology - which has become of great interest to larger-cap pharmaceutical firms. M&A activity has been rife in this sub-sector, and an effective treatment for DME could generate >$500mm in sales at peak. DME afflicts ~10% of all diabetics. ■ Zertane™: Preventing Premature Ejaculation. Ampio's last clinical candidate, Zertane™, is being aimed at prevention of premature ejaculation, which is estimated to affect up to 3% of all men. This agent has also shown positive, statistically significant efficacy in a 604-patient European trial, and could move into Phase 3 in the U.S. in early 2013. 9% Institutional Ownership NM Debt/Total Capital (86.7) % ROE $0.43 Book Value/Share Price/Book 9.3x Dividend Yield NM LTM EBITDA Margin NM EPS ($) FY: December 2011A Prior 2012E Curr. 2012E Prior 2013E Curr. 2013E 1Q-Mar (0.49) -- (0.09)A -- (0.09)E 2Q-Jun (0.10) -- (0.08)A -- (0.12)E 3Q-Sep (0.09) -- (0.07)E -- (0.10)E 4Q-Dec (0.16) -- (0.08)E -- (0.07)E FY (0.71) -- (0.31)E -- (0.37)E P/E NM NM NM Company Description: Ampio Pharmaceuticals Inc. (http://www.ampiopharma.com/) develops drugs for inflammation, eye diseases, and sexual dysfunction. The Disclosure section may be found on pages 47 - 48 of this report. Ampio Pharmaceuticals, Inc. September 25, 2012 Investment Thesis Ampio Pharmaceuticals is an emerging biopharmaceutical firm focusing on the repurposing of existing drugs in new therapeutic indications. The company has a broad clinical-stage pipeline comprising three advanced assets: the biologic agent Ampion™, which is currently in late-stage development for the treatment of knee osteoarthritis (OA); the small molecule drug Optina™ (low-dose danazol), which has completed proof-of-concept clinical development for the treatment of diabetic macular edema (DME) and which is on the verge of testing in a Phase 2b trial; and the small molecule agent Zertane™ (low-dose tramadol), which Ampio is developing as a treatment for premature ejaculation, within which context it could be combined with various erectile dysfunction drugs. Zertane™ has already completed one randomized, placebo-controlled, double-blinded Phase 3 study that enrolled over 600 patients, with positive and statistically significant efficacy results. This agent could begin pivotal clinical development in the U.S. in two concomitantly-run Phase 3 trials in early 2013. Both Optina™ and Zertane™ would be eligible for filing in the U.S. under the 505(b)(2) abbreviated pathway, significantly reducing the expenditure required for clinical development and regulatory approval. Ampio also has a massive preclinical pipeline of over 300 compounds, which have been characterized extensively by the firm’s Chief Scientific Officer, Dr. David Bar-Or, in various in vitro and in vivo assays. We also note that the company is developing a diagnostic platform that is aimed at identifying predictors of oxidative damage in trauma patients. Given the substantial diversification of the firm’s development-stage portfolio and the low burn rate, we consider Ampio to be an intriguing investment in the life sciences sector with multiple value drivers ahead. We are initiating coverage on AMPE with a Buy rating and an 18-month price target of $11.00 per share, implying a total firm value of $500mm, assuming 49mm shares outstanding as of the end of 2013. An investment in AMPE may involve above-average risk and volatility, since the firm is still a development-stage entity. Investment Positives Proven Drug Development Expertise. Ampio’s recent track record demonstrates to us that the firm knows how to interact with the U.S. FDA in an optimized and efficient manner. The firm has managed to delineate a 505(b)(2) approval path for its lead candidates Optina™ and Zertane™, including the ratification of a Phase 2b trial protocol for Optina in DME. Also, Ampio has managed to move Ampion™, a biologic product, through proof-of-concept clinical development. We believe that the company possesses significant regulatory knowledge and, thus, should have the ability to move its candidates through late-stage development and regulatory approval if clinical results are positive. Multiple Near-Term Value Drivers. Among the catalysts that Ampio should announce over the course of only the next six months, in our view, are the initiation of Phase 2b development with Optina™ in DME; the initiation of two Phase 3 trials with Zertane™ in premature ejaculation; the initiation of additional proof-of-concept clinical studies with Ampion™ in other inflammatory diseases beyond knee OA, such as asthma and conjunctivitis; and the release of results from the firm’s diagnostics program. Capital-Efficient Business Model. As of June 30th, 2012, Ampio had recorded an accumulated deficit of $35.5 million. The firm had net operating loss carry-forwards of only $11.2 million at the end of 2011. In our view, the fact that the firm has burned so little money since its inception under the name of its predecessor, DMI BioSciences, Inc., in May 1990, is encouraging. Other firms with clinical pipelines comparable to (or even inferior to) that of Ampio (e.g. Array BioPharma, Exelixis, Infinity Pharmaceuticals, and Lexicon Pharmaceuticals) have burned significantly more cash and yet still remain years from securing their first product approval in the U.S. 2 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Investment Risks Financial Outlook and History of Unprofitable Operations. Ampio Pharmaceuticals has incurred operating losses since its inception and, in our view, may not achieve sustainable profitability for several years. Although the firm has been able to obtain capital in order to fund its operations, it is not known whether the company will be able to continue this practice, or be able to obtain other types of financing to meet operating needs. While the company recently managed to successfully raise $16.9 million through a follow-on equity financing transaction to support the advancement of its pipeline drug candidates in the U.S., which in our view removes any financing overhang for at least 18 months, we believe that any additional broadening of the clinical-stage pipeline could require additional capital. Given these factors, shares of Ampio Pharmaceuticals may constitute above-average risk and volatility, in our opinion. FDA Unpredictability. Drug development is a multi-year process that requires human clinical trials prior to market entry. The agency may require additional clinical data from Ampio prior to granting approval for its pipeline candidates, necessitating further clinical trials above and beyond simple safety and bioequivalence studies. Also, review times at the FDA may prove longer than originally expected. In addition, the agency could elect not to accept Ampio’s regulatory filings petitioning for approval of the firm’s pipeline agents. If clinical data and/or other supporting evidence are not accepted by the FDA or considered insufficient grounds for approval, marketing authorization for Ampio’s pipeline candidates could be delayed or might not occur at all, preventing the firm from realizing the commercial potential of its technology platforms. Ex-U.S. Regulatory Risk. Ampio may conduct clinical trials in countries outside the U.S. and seek approval for its product candidates in ex-U.S. markets. For example, the clinical trial for Ampion™ is being conducted in Australia, the clinical trial for Optina™ is being conducted in Canada, and the Zertane™ clinical trials were conducted in Europe. Depending on the results of clinical trials and the process to obtain regulatory approvals in other countries, Ampio may decide to first seek regulatory approvals of a product candidate in countries other than the U.S., or simultaneously seek regulatory approvals in the U.S. and other countries. Outside the U.S., Ampio will be subject to the regulatory requirements of health authorities in each country in which the firm submits regulatory filings for approval of its product candidates. The approval procedure varies among regions and countries and can involve additional testing, and the time required to obtain approvals may differ from that required to obtain FDA approval. Obtaining regulatory approvals from health authorities in countries outside the U.S. is likely to subject the firm to all of the risks associated with dealing with the FDA, in addition to various regionspecific risks, such as – for example – the well-known backlog at the State Food and Drug Administration (SFDA) in China. In addition, marketing approval by the FDA does not ensure approval by the health authorities of any other country, and approval by foreign health authorities does not ensure marketing approval by the FDA. Partnership Risk. Ampio has embarked upon a development path that involves focusing on clinical advancement of its pipeline candidates, while eschewing an emphasis on building commercial infrastructure and becoming a fully-integrated biopharmaceutical company. The firm aims to optimize the commercialization of its drug candidates by partnering these at potentially lucrative junctures with established firms in the healthcare sector. This introduces several elements of risk from a partnering perspective – the possibility that the company’s partnerships may not involve terms that are lucrative enough to justify the investment that Ampio has made in the development of its candidates; the possibility that Ampio’s partners do not invest sufficiently in the commercialization of Ampio’s products; and the risk that the firm’s partners may not be the best-positioned competitively to ensure maximal penetration of Ampio’s drugs into their target markets. Currently, Ampio has one commercialization agreement in place 3 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 with the South Korean firm Daewoong; however, this arrangement involves a maximum of only $3.7 million in upfront and milestone payments to Ampio. If the company is to fully reap the rewards of its business development strategy, it will need to successfully consummate far more lucrative partnerships in other geographies. Competitive Landscape. Ampio currently competes with other companies within the drug industry, many of which have more capital, more extensive research and development capabilities, and greater human resources. Some of these competitors include Eli Lilly & Co., Johnson & Johnson, Merck & Co., Novartis, Pfizer and Sanofi S.A. These competitors may develop new or enhanced products or processes that may be more effective, less expensive, safer or more readily available than any products or processes that Ampio may be capable of developing. Intellectual Property Risk. The company relies on patents and trade secrets to protect its products from competition. A court might not uphold Ampio’s intellectual property rights, or it could find that Ampio infringed upon another party’s property rights. In addition, generics firms could potentially find loopholes in Ampio’s intellectual property estate, which may enable them to launch generic versions of Optina™, Zertane™ and/or other pipeline candidates prior to the expiration of patent protection on these products. Reimbursement Risk. Following the institution of broad-based healthcare reform policy, reimbursement agencies have grown more wary of systematically reimbursing for drugs that are either unnecessary or provide marginal benefit at excessive cost. If Medicare spending growth continues to outpace GDP growth, and the government’s ability to fund healthcare becomes impaired, changes could be made to reimbursement policy that would negatively affect Ampio, despite what we believe to be the compelling value proposition inherent in Ampion™, Optina™ and Zertane™. Key Man Risk. We believe Ampio’s success is dependent, in large part, upon the continued services of the firm’s Chief Scientific Officer, Dr. David Bar-Or. The company has an employment agreement in place with Dr. Bar-Or and a research agreement in effect with Trauma Research, LLC, an entity owned by Dr. Bar-Or that conducts research and development activities on its behalf. These agreements are terminable on short notice for cause by Ampio or Dr. Bar-Or and may also be terminated without cause under certain circumstances. The company currently does not maintain key-man life insurance on Dr. Bar-Or, although it may elect to obtain such coverage in the future. If Ampio lost the services of Dr. Bar-Or for any reason, its clinical testing and other product development activities could experience significant delays, and its ability to develop and commercialize new product candidates may be diminished. Additional Risks. As of June 30th, 2012, Ampio had about $6.8 million in cash and equivalents. Following the recent consummation of the financing transaction in July 2012, we project that the firm currently has approximately $22 million in cash (pro forma). While the firm is not projected to burn a significant amount of cash near-term, these estimates could change if the firm began developing additional pipeline candidates beyond the current pipeline or if the firm were to be required to perform additional clinical studies beyond the envisaged safety and bioequivalence trials. Other sources of cash could include: licensing fees from partnerships, warrant and option exercises, or the issuance of more shares. If Ampion™, Optina™ and Zertane™ fail to demonstrate efficacy and safety in clinical development, Ampio may not be able to raise cash at all. Industry Risks. Emerging biotechnology and pharmaceuticals stocks are inherently volatile and increasingly subject to development and regulatory risk. Meeting or missing commercialization milestones may result in a significant change in the perception of the company and the stock price. We do not anticipate volatility subsiding in the near term. For additional risk considerations, please refer to the company's SEC filings. 4 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Valuation Comparables Analysis: Given that Ampio Pharmaceuticals is currently unprofitable and considering our belief that sustainable profitability is a few years away, we use a discounted cash flow-based approach to value the shares. Based on a comparables analysis, it appears the stock is worth $11.00 per share, utilizing our estimate of a roughly $500 million risk-adjusted net present value (rNPV) for the firm’s products. This assumes that the shares trade in-line with the comps’ present average enterprise value of roughly $490 million and that the firm has 49 million shares outstanding (fully-diluted) at the end of 2013. Table 1: Comparable Company Analysis (Millions, Except Per-Share Data) Development Phase 2 / 3 Phase 2 Marketed Phase 2 Phase 2 Phase 2 Phase 2 / 3 Phase 2 Phase 2b Pre-approval Phase 3 Therapeutic Area Infectious Diseases Oncology / Inflammation / Pain / Infectious Disease CNS Disorders / Metabolic Disorders Oncology Infectious Diseases / Diabetes / Sexual Dysfunction Oncology Oncology / Metabolic Disorders Oncology Autoimmune Disease / Inflammation CNS Disorders Infectious Diseases Company Achillion Pharmaceuticals Array BioPharma DepoMed Enzon Furiex Pharmaceuticals Infinity Pharmaceuticals Lexicon Pharmaceuticals Merrimack Pharmaceuticals Rigel Pharmaceuticals Supernus Pharmaceuticals Trius Therapeutics Ticker ACHN ARRY DEPO ENZN FURX INFI LXRX MACK RIGL SUPN TSRX Rating Not Rated Not Rated Not Rated Not Rated Not Rated Not Rated Not Rated Not Rated Not Rated Not Rated Not Rated Closing price 9/24/2012 $9.51 $5.41 $5.79 $6.97 $19.55 $23.35 $2.60 $10.94 $10.27 $11.06 $5.94 Shares (MM) 73 92 56 47 10 27 494 94 72 24 39 AMPE Buy $3.99 37 Average Market cap ($MM) 690 498 324 326 196 637 1283 1025 736 270 230 Cash ($MM) 60 89 72 129 27 104 231 107 203 37 84 Debt ($MM) 1 93 0 116 10 39 24 0 0 29 0 565 Enterprise value ($MM) 631 502 252 313 179 572 1076 919 533 261 146 489 Discrepancy Current valuation Inflammation / Ophthalmology / Sexual Dysfunction Ampio Pharmaceuticals 148 20 0 128 530 40 0 Projected 489 Derived 18-month comparable value Target valuation (18-month) Inflammation / Ophthalmology / Sexual Dysfunction Ampio Pharmaceuticals AMPE Buy $11.00 49 Source: First Call and Aegis Capital Corp. estimates Free Cash Flow: We estimate that Ampio Pharmaceuticals could be free cash flow negative for the foreseeable future. We define free cash flow as operating cash flow minus capital expenditures and dividend payments. We utilize a discounted cash flow analysis supporting a risk-adjusted Net Present Value (rNPV) framework to derive our $11.00 price target. This approach is described further in the next section of the report. Our detailed analysis is split into five principal components – our discounted cash flow model including the rNPV assessment of Ampion™, Optina™ and Zertane™ (presented overleaf); our assessment of the market for each of these agents and the associated sales model for each drug; the residual value of the company’s drug development technology platforms and the potential of its diagnostics platform; and the near-term financial outlook for the company. Our historical income statement and financial projections are presented at the back of this report. 5 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Risk-Adjusted Net Present Value Analysis We have projected the total firm value for Ampio Pharmaceuticals based on a sum-ofthe-parts valuation of the firm’s candidates, its technology platform, and the projected cash position as of end-2013. Peak annual global sales for the firm’s most advanced agents are projected to be ~$3.4 billion in aggregate. These yield a total risk-adjusted NPV of $415 million (see Table 2 below). These estimates factor in a 40% effective tax rate and 20% discount rate on future cash flows. In addition, we expect that Ampio would license out these candidates once they have been filed with the FDA or have secured regulatory approval, since the firm is likely to remain development-focused. While we do not factor in the milestone payments that would likely be part of such outlicensing deals, we provide net sales-based royalty assumptions for each candidate. We project that the other assets (~300 pipeline candidates) could provide a $20 million rNPV contribution to the total firm value for Ampio Pharmaceuticals. However, we are not providing specific success probabilities or market models for any of the firm’s preclinical candidates – even if they are based on existing approved drugs – given their early stage of development. Further, we assume that the diagnostics platform developed by Ampio would contribute a combined $30 million to the total enterprise value. Table 2: Composite Risk-Adjusted Net Present Value Analysis Ampio Product Launch Patent Year Expiry Peak Sales Royalty Rate Estimate Probability To Launch NPV Amount Per Share Knee Osteoarthritis Ampion™ 2015 NA $2.2B 15% - 28% 60% $300MM $6.11 Premature Ejaculation Zertane™ Diabetic Macular Edema Optina™ 2014 2022 $680MM 10-20% 70% $65MM $1.30 2015 2030 $530MM 12% - 20% 70% $50MM $1.00 $415MM $8.51 Clinical-Stage Total Diagnostic Platform Preclinical Pipeline ORP Diagnostic 2015 2030 NA NA NA $30MM $0.60 Methylphenidate derivatives / undisclosed NA 2030 NA NA NA $20MM $0.40 Cash at end-2013 $40MM $0.85 Firm Value $505MM $11.00 Source: Company reports; Aegis Capital Corp. estimates We note that the segment of the pharmaceutical industry in which Ampio aims to operate is highly competitive. Ampio faces significant competition from several other pharmaceutical firms, specialty pharmaceuticals companies, and specialized generics firms that are researching and developing drugs through the 505(b)(2) pathway. Several well-established pharmaceutical companies – such as Abbott Laboratories, Dainippon Sumitomo Pharma, Forest Laboratories, GlaxoSmithKline, Hospira, Novartis, Otsuka, and Valeant Pharmaceuticals International – have marketed products that may directly compete with the candidates that Ampio is in the process of developing. Such companies may have longer operating histories, larger customer bases, greater brand recognition and greater financial or marketing resources than Ampio. Many of these current or potential competitors can devote substantially greater resources to the development and promotion of their products. Additionally, larger, well-established and well-financed entities may be able to gain access to technology platforms competitive with Ampio’s own. Any of these trends would increase the competition that Ampio could face, which could adversely affect the firm’s business and operating results. 6 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Company Overview Ampio Pharmaceuticals is a development-stage biopharmaceutical firm engaged in discovering and developing innovative, proprietary drugs and diagnostic products. The firm’s pipeline is aimed at the identification, treatment, and prevention of a broad range of human diseases, including metabolic disorders, eye disease, kidney disease, acute and chronic inflammation, and male sexual dysfunction. In our view, this is an example of a highly capital-efficient drug developer focusing on significant unmet medical needs using risk-mitigated approaches exemplified by the repurposing of existing approved drugs. Two of the firm’s clinical-stage candidates are eligible for regulatory filing under the 505(b)(2) pathway, which exists in order to facilitate the approval of drugs that have already been approved in other indications. The company’s third clinical-stage candidate is based on human serum albumin (HSA), a substance that has been widely utilized in a broad array of clinical settings. Finally, we note that Ampio is both a drug developer as well as a diagnostics company – something that is rarely seen in the healthcare sector. We consider Ampio to be particularly attractive because of its many shots on goal. Figure 1: Ampio Pharmaceuticals Product Pipeline Source: Ampio Pharmaceuticals Note that since Vasaloc™ is not currently in active clinical development, we do not ascribe any value to it, which may be conservative. Since the firm is focusing on existing agents, it is possible to know the efficacy and safety profiles of its candidates beforehand, thereby substantially reducing clinical development risk. Regulatory risk is also significantly attenuated, since the company is only reformulating existing drugs and is not aiming to alter their underlying chemical composition in any way. Accordingly, therefore, as shown above, the majority of Ampio’s drug candidates would be capable of being filed through the 505(b)(2) regulatory pathway. Company Strategy Ampio’s intellectual property is focused on new indications for previously approved drugs, New Molecular Entities (“NMEs”), and rapid point-of-care tests for diagnosis, monitoring and screening. The firm preferentially selects candidates with the potential for a rapid path to commercialization, which could be through identifying new applications, indications, dosing, or chemical combinations for compounds previously approved as safe and effective by the FDA or other established governmental regulatory agencies. Known as drug repositioning, the company believes that this strategy is faster, more capital-efficient, and that it substantially reduces product failure risk. Ampio’s basic business strategy involves a focus on drug development and regulatory approval, with the aim being to build commercial value through collaboration agreements with strategic partners that would then take on the responsibility of marketing Ampio’s drugs. 7 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Clinical-Stage Pipeline Ampio is currently engaged in ongoing clinical development on three product candidates that were discovered by Dr. David Bar-Or, the firm’s Chief Scientific Officer, and chosen from the company’s extensive preclinical pipeline based upon ultimate market potential and the firm’s belief that these candidates had a relatively shorter pathway to commercialization. Two of these product candidates, Zertane™, in development for premature ejaculation (“PE”) and Optina™, in development for diabetic macular edema (DME), are repositioned drugs for which the firm has secured, or is in the process of securing, U.S. and international patent protection covering their unique formulation, application, or newly discovered formulas. The company’s third clinical-stage product, Ampion™, is in development for treatment of osteoarthritis of the knee and is covered by a pharmaceutical composition of matter patent. However, Ampion™ is derived from human serum albumin (HSA), an already-approved human blood product. As such, we believe Ampion™ would probably be regulated by the Center for Biologics Evaluation and Research (“CBER”) division of the FDA. Biologics are controlled by separate legislation from drugs and may have relatively fewer safety concerns in some instances as they are derived from the human body. Preclinical Pipeline Since Ampio has a substantial preclinical library of candidates, we believe that the firm may choose to out-license or sell discoveries that it chooses not to develop internally. While the firm’s product candidates that are furthest along in clinical development are primarily repositioned drugs, the firm also has several new molecular entities in its preclinical pipeline. One of these programs, as shown in the figure below, involves a derivative of a well-known class of compounds that have historically been used to treat attention deficit disorder (ADD) and attention deficit/hyperactivity disorder (ADHD). However, Ampio’s novel compound appears to have activity in animal models of various cancers, notably brain cancer (glioblastoma) and kidney cancer (renal cell carcinoma). Figure 2: Product Candidate Positioning Source: Ampio Pharmaceuticals 8 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 In November 2011, Ampio received notification from the U.S. Patent and Trademark Office (USPTO) of the allowance of two U.S. patents on new chemical entities that have been developed internally. The first patent is directed to a unique class of compounds that combine elements of diketopiperazines (same class as Ampion™) and methylphenidate derivatives. The second patent is directed to novel derivatives of methylphenidate, a drug that has been marketed for several decades primarily as a treatment for attention deficit/hyperactivity disorder (ADHD) under the brand name Ritalin. Both patents owned by Ampio contain not only use claims for these novel compounds, but also composition-of-matter (COM) claims. The company believes that these compounds, as described above, could have specific application to brain tumors as well as other malignancies. The firm may choose either to pursue the development of these candidates independently or out-license them to a strategic partner. Figure 3: Product Candidate Development Timeline Source: Ampio Pharmaceuticals Firm History Ampio is a relatively new company and, unlike many of its peers in the biopharmaceutical arena, has deployed relatively little capital in its drug development efforts. The firm’s predecessor, DMI Life Sciences, Inc., was formed by Michael Macaluso, who currently serves as Ampio’s Chief Executive Officer and Chairman of the firm’s Board of Directors. DMI Life Sciences was incorporated in Delaware in December 2008. Life Sciences did not conduct any business activity until April 16, 2009, at which time Life Sciences purchased certain assigned intellectual property (including 107 patents and pending patent applications, business products and tangible property) from DMI BioSciences, Inc., a scientific discovery, privately-held Colorado corporation that was formed in May 1990 by Dr. David Bar-Or. DMI Life Sciences issued 3.5 million shares of its common stock to DMI BioSciences, and assumed certain liabilities as consideration for the assets purchased from BioSciences. In March 2010, Life Sciences merged with a subsidiary of Chay Enterprises, Inc., a publicly-traded company incorporated in Colorado. Simultaneous with the reverse merger, the firm changed its name to Ampio Pharmaceuticals, Inc. (“Ampio”), and reincorporated in Delaware. As a result of the Chay merger, Ampio became a publiclytraded company and the outstanding Series A preferred stock of DMI Life Sciences was converted into DMI Life Sciences common stock. In April 2010, Ampio announced the execution of a letter of intent to acquire DMI BioSciences. The final consent agreement was approved by both parties on January 5, 2011; the merger closed on March 23, 2011. DMI BioSciences owned the rights to one product, Zertane™, and held 32 issued patents and 31 pending patent applications related to the product. Zertane™ is a new use for tramadol hydrochloride, and was approved for marketing as a non-controlled analgesic in 1995. The aggregate consideration paid by Ampio to BioSciences shareholders in the merger was 8,473,789 shares of Ampio common stock, which is net of shares exchanged 9 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 for options in settlement of a dispute with three option holders of DMI BioSciences. This consideration includes the shares payable to holders of in-the-money DMI BioSciences stock options and warrants, and two DMI BioSciences promissory notes, outstanding prior to the effective time of the merger. In addition, 435,717 out-of-the-money options to purchase Ampio shares at an average price of $1.54 were also issued as consideration. Zertane™ Oral Disintegrating Tablet Technology License In December 2011, Ampio acquired all rights, title and interest in and to the manufacturing rights and technical expertise relating to an oral disintegrating tablet (“ODT”) for Zertane™ for $2 million in upfront money, plus potential future consideration based on net sales of the product. The ODT technology was in-licensed from Valeant Pharmaceuticals International, a large publicly-traded specialty pharmaceuticals-focused firm headquartered in Canada. Valeant was formerly known as ICN Pharmaceuticals, and recently consummated a merger with Biovail. In our view, this is an advantageous arrangement for Ampio because there are no additional milestone payments beyond the initial $2 million in upfront money that has already been paid. Once there are commercial sales, a royalty will be paid quarterly on net sales. A redacted agreement describing the partnership with Valeant was filed in 2011. While the royalty rate to be paid to Valeant has never been disclosed, we expect it to be a nominal amount in the low-to-mid single digits. Furthermore, we note that Valeant does not hold any rights to combination products that might be developed using Zertane™ as a foundation – for example, these might include dual-formulated products comprising Zertane™ and various erectile dysfunction drugs with varying windows of activity. Shorter-acting agents, such as Viagra® (sildenafil), might address a specific component of the market, while longer-acting agents such as Cialis® (tadalafil) would fulfill a different purpose. Since the pharmacokinetics of tramadol can be altered using different formulation techniques1, the effects of Zertane™ could be modified to match the efficacy windows of the specific erectile dysfunction drugs with which it is paired. Daewoong Partnership Agreement In September 2011, Ampio announced a license and development agreement with Daewoong Pharmaceuticals Co. Ltd., providing Daewoong Co. Ltd. with the exclusive rights to market Zertane™ in South Korea for the treatment of premature ejaculation (PE) and for a combination drug, utilizing Zertane™ and another erectile dysfunction drug (PDE5 inhibitors and others), to simultaneously treat premature ejaculation and erectile dysfunction (ED). Daewoong is a leading pharmaceutical company in South Korea, ranking #1 in prescription drugs sold and #2 in manufacturing with >$600 million in annual revenues, and it has grown at an impressive rate over the last four years. Daewoong was founded in 1945, trades on the South Korean stock exchange, and employs over 1,400 people. The firm also possesses a fully-integrated infrastructure, with a commercial organization deploying over 800 sales and marketing professionals. The agreement for the South Korean territory provided Ampio with a $500,000 upfront payment ($417,500 after tax deductions, deferred and recognized over 10 years), milestone payments totaling $3.2 million in aggregate, and a royalty stream equal to 25% of net sales, minus Ampio’s transfer price. In addition, Daewoong has made substantial financial commitments to mount an aggressive sales and marketing campaign for Zertane™ and will also fund a full Phase 3 clinical trial for Ampio’s follow-on combination PE/ED drug. The data from this study is slated to be utilizable by Ampio to support regulatory filings for the combination product outside South Korea. 1 Raffa et al., Expert Opinion on Pharmacotherapy 13: 1437-1449 (2012) 10 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Regulatory Pathway Background In our view, one of the principal strategic advantages that Ampio Pharmaceuticals possesses is its focus on the improvement of existing drugs, which function via known and generally well-characterized mechanisms of action and that typically have lengthy usage histories in patients. Therefore, Ampio is able to operate within a much more favorable regulatory environment than competitors developing entirely de novo drug candidates. Herein, we briefly discuss the nature of the 505(b)(2) pathway and how this pertains to Ampio’s proposed canonical drug development approach. The 505(b)(2) application is one of three established types of New Drug Application (NDA), and it is a pathway to approval that can potentially save pharmaceutical sponsors both time and money. In addition to the 505(b)(2) pathway, there is the typical de novo NDA, which is used for novel drugs, and the Abbreviated New Drug Application (ANDA), which is used by generic filers to obtain approval for generic versions of existing drugs. The 505(b)(2) pathways can be considered a hybrid of the de novo NDA and the ANDA, containing aspects of both pathways, and is defined in the Federal Food, Drug and Cosmetics Act as an NDA containing investigations of safety and effectiveness that are being relied upon for approval and were not conducted by or for the applicant, and for which the applicant has not obtained a right of reference. These applications differ from the typical NDA (described under Section 505(b)(1) of the Act), in that they allow a sponsor to rely, at least in part, on the FDA’s findings of safety and/or effectiveness for a previously approved drug (the “reference drug”). Section 505(b)(2) was added to the Act in 1984 with the goal of avoiding unnecessary duplication of preclinical and certain human studies. However, the sponsor must still provide any additional preclinical or clinical data necessary to ensure that differences from the reference drug do not compromise safety and effectiveness. The 505(b)(2) NDA also differs from an abbreviated NDA (ANDA; described under Section 505(j) of the Act), which is an application containing information to demonstrate that the proposed product is identical to a previously approved product. Identity is proven in an ANDA simply through chemistry and bioequivalence data, without the need for preclinical and clinical trials assessing safety and efficacy. In a sense, a 505(b)(2) application can therefore be conceptualized as a hybrid containing more data than an ANDA, but less data than an NDA. The 505(b)(2) approval route can be utilized for a wide range of products, especially for those that represent a limited change from a previously approved drug. The following are examples of changes to approved drugs that would be appropriate to submit as 505(b)(2) applications: Changes in dosage form, strength, route of administration, formulation, dosing regimen, or indication A combination product wherein the active ingredients have already been approved Change to an active ingredient (e.g., different salt, ester complex, chelate, etc) New molecular entity when studies have been conducted by other sponsors and published information is pertinent to the application (e.g., a pro-drug or active metabolite of an approved drug) Change from an Rx indication to an OTC indication Change to OTC monograph drug (e.g., non-monograph indication, new dosage form) Drugs with naturally derived or recombinant (i.e, biological) active ingredients where additional limited clinical data is necessary to show the ingredient is the same as the ingredient in the reference drug Biological non-equivalence for drug products where the rate and or extent of absorption exceed or are otherwise different from the standards for bioequivalence compared to a listed drug. Additional studies might be required to document the safety and efficacy at the different or extended rate of delivery. 11 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 The 505(b)(2) applications are not appropriate for products that are covered under Section 505(j); products for which the only difference is a lower extent of absorption than that observed with the reference drug; products for which the only difference is an unintended lower rate of absorption than that seen with the reference drug. There are important potential commercial benefits to employing a 505(b)(2) regulatory strategy. As previously stated, this approval route was designed to encourage innovation and to eliminate costly and time-consuming duplicative clinical studies. For some products, the reference drug can be relied upon for essentially all safety and efficacy information (nonclinical and clinical), with only a small amount of new work required to establish comparability to the reference drug. The 505(b)(2) applicant may qualify for three or five years of market exclusivity, depending on the extent of the change to the previously approved drug and the type of clinical data included in the NDA. This distinguishes a 505(b)(2) filing-based drug from a drug filed using an ANDA, where exclusivity can be held for only 180 days. An application for new clinical indications for approved products automatically receives three years of exclusivity. This exclusivity prohibits FDA approval (but not submission) of an ANDA for three years after NDA/sNDA approval. Therefore, ANDA approval can come exactly three years later, if there is no patent infringement by the Paragraph IV filer. The period of time of exclusive marketing rights is granted by the FDA at the time of approval and cannot be challenged or voided. The time runs from the date of approval, except for pediatric exclusivity, which attaches to an existing exclusivity or patent period. A 505(b)(2) application may also be eligible for orphan drug or pediatric exclusivity. A product approved via the 505(b)(2) pathway may receive an “AB” substitutability rating in the Orange Book. Thus, from a therapeutic substitution perspective and under state formulary laws, the 505(b)(2) applicant is not disadvantaged relative to a generic (ANDA) drug. There are, however, some regulatory challenges that are unique to 505(b)(2) applications. Unlike a 505(b)(1) NDA, wherein the sponsor owns all of the data necessary for approval (or has obtained the right to reference), the filing or approval of a 505(b)(2) application may be delayed due to patent or exclusivity protection on the reference drug. If the application is supported by a bioequivalency study, sponsors filing 505(b)(2) applications must include patent certifications in their applications and must also provide notice of certain certifications to the NDA and patent holders of the reference drug. Essentially, this means “tipping one’s hand” to the makers of a branded drug before the sponsor of a 505(b)(2)-based drug candidate can even commercialize such a product. However, in our view, the advantages still outweigh these risks. A major challenge with 505(b)(2) applications involves determining what additional information is needed to support the proposed change of the previously approved drug. As noted in 21 CFR 314.54, the “application need contain only that information needed to support the proposed modification(s) of the listed drug.” This will usually be a caseby-case determination. FDA guidance document and discussions with regulatory professionals experienced in the 505(b)(2) approval route, as well as the involved FDA review division, are helpful in understanding what data are necessary and adequate. During the 505(b)(2) drug development process, the formulation, components, or active pharmaceutical ingredient (API) is often altered. The impact of any of these changes must be evaluated for changes on the safety and efficacy of the proposed drug product. A review of the evolution of the formulation and the data supporting the comparability of the different formulations form the basis for the Pharmaceutical Development section of the eCTD (electronic common technical document), which is the basis for any regulatory filing petitioning the FDA for approval of a drug. A chemistry, manufacturing, and controls (CMC) bridging study can accomplish these goals. 12 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Table 3: United States Food & Drug Administration (U.S. FDA) Drug Regulatory Pathways Regulatory Process 505(b)(1) - de novo New Drug Application (NDA) 505(b)(2) 505(j) - Abbreviated New Drug Application (ANDA) Agency Meetings User Fees Review Classification / Timeline Yes Yes 6 months (Priority Review) / 10 months (Standard Review) Yes Yes 6 months No No 6 - 12 months Yes NA NA NA NA NA Yes Possibly Yes Yes Possibly Possibly Yes Possibly No Yes Yes NA No Yes Limited Yes Yes Yes Yes Yes Yes Yes Yes Yes NA Yes Yes Yes Yes Yes Yes Yes Yes Yes Possibly No No No No No No No Possibly No No Yes Yes / 5 years (NCE) / 7 years (Orphan Drug) Yes Yes / 3 years (standard) / 7 years (Orphan Drug) Possibly No / 180 days 7 - 10 years $100 million - >$1 billion 1 - 3 years $1 million - $5 million 1 - 3 years $1 million - $3 million Approval Requirements Full reports of efficacy / safety studies PK / bioavailability / bioequivalence studies with reference listed drug (RLD) CMC bridging studies with RLD Toxicology bridging studies with RLD Supportive publications on RLD FDA findings of safety and effectiveness on RLD Extensive stability data (at least 12 months of stability testing required) Examples of Allowed Changes (e.g., from RLD) New Molecular (Chemical) Entity New Active Moiety New therapeutic indication New route of administration New formulation New ester, salt or other non-covalent derivative New dosage form or strength Combination Product Rx / Over-The-Counter (OTC) Switch Labeling Marketing / Patent Issues Patented Market Exclusivity Period Cost / Timing Development timeline Average cost per application Source: U.S. FDA 13 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 FDA Approval Statistical Trends We direct investors’ attention to an important fact regarding 505(b)(2) regulatory applications: They are more in vogue than ever before, and they carry a significantly higher likelihood of success than de novo regulatory filings (standard NDAs on New Chemical Entities, or NCEs). The statistics presented in the figure below tell the tale – between 1984 and 1996, only five 505(b)(2) applications were approved. In 1997 and 1998, an additional five were approved. As time has gone on, however, the pace at which 505(b)(2) applications are being submitted has risen at an ever-faster pace, and the rate at which these are being approved has risen even faster. In 2006, the number of 505(b)(2) applications approved in a single year outstripped the number of de novo NDAs approved for the first time. Since 2006, there has never been a year in which the number of 505(b)(2) approvals did not exceed the number of de novo NDA approvals. Furthermore, looking at the percentages here tells its own story – over the past 10 years, the average rate at which 505(b)(2) applications have been approved has been nearly 70%, whereas the rate at which de novo NDAs are approved on a first pass has been below 20%. In recent years, this has even dipped to below 15%. We also note that, in 2006, approximately 20% of new drugs were approved through the 505(b)(2) process. In 2007, the number was about 43%. In 2008, more than half of the non-generic drug applications approved in the U.S. were based on the 505(b)(2) process. Looking at the number of Investigational New Drug Applications (INDs) being filed, we expect that, by 2015, the percentage of 505(b)(2) approvals will be greater than 90%. Figure 4: FDA Approval Statistics 1996 – 2011 Source: U.S. FDA, Camargo Pharmaceutical Services, Investigational Drug Database While, in the past, the 505(b)(2) pathway was largely ignored by pharmaceutical firms, we believe that the statistical trends over the past decade now make this approach impossible for drug developers to ignore. Ampio’s focus on this pathway is likely to make the firm much more appealing to its potential future strategic partners, in our view. 14 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Overview of Ampion™ Ampion™ is a non-steroidal biologic, aspartyl-alanyl diketopiperazine, referred to as DA-DKP. This compound is derived from two amino acids from human serum albumin (HSA), and is designed to treat chronic inflammatory and autoimmune diseases. Since it is a naturally occurring human molecule, DA-DKP is present in the body and can be detected in plasma. Early in Ampio’s discovery and characterization of DA-DKP, it became apparent that it is the natural by-product of commercially available HSA. In the manufacturing of HSA, an FDA-approved human biologic agent, DA-DKP is the result of cleavage and cyclization from the end (N-terminus aspartate and alanine) of albumin just as we believe occurs inside the human body. Many referenced publications now mention the pharmacological, including anti-inflammatory, properties of HSA. The product has been used topically in the eye to decrease irritation and is currently the subject of a large clinical trial in order to decrease inflammation in the lung after trauma. Ampio believes that one of the active anti-inflammatory ingredients in HSA is the DADKP compound. Ampion™ was shown in vitro to have significant effects on inflammation and other physiological and metabolic parameters. Dr. David Bar-Or, Ampio’s Chief Scientific Officer, has published a number of studies and articles on the anti-inflammatory immune response of DA-DKP. There are numerous clinical areas in need of improved anti-inflammatory medications. The figure below shows a group of disease states that Ampio believes could be addressable using Ampion™. Figure 5: Ampion™ Target Indications Source: Ampio Pharmaceuticals Early in vitro and in vivo studies using Ampion™ showed indications of efficacy in treating autoimmune diseases such as multiple sclerosis (MS). However, because clinical trials in MS would require substantial financial resources and typically must be conducted over an extended period, deployment of Ampion™ in MS was deemed not viable at this time. Instead, Ampio has elected to pursue clinical development of its lead candidate in other indications, such as osteoarthritis, which have the advantage of high prevalence within the population and well-defined outcome measures that can be assessed over relatively short periods of time. Assuming a successful outcome of these initial clinical trials and proof of concept studies, Ampio intends to actively pursue other indications such as inflammatory conditions of the eye, peri-operative inflammation, and autoimmune diseases such as Crohn’s disease, rheumatoid arthritis, Sjogren’s syndrome, and MS. The firm plans to assess the feasibility of conducting clinical development of Ampion™ independently and will pursue other indications with a partner, if necessary. 15 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Currently, Ampio controls a patent covering pharmaceutical compositions that include DA-DKP, as well as a patent for a method for the production of DA-DKP as a synthetic agent (small molecule component). However, if the firm were to produce the molecule synthetically, it is our view that most regulatory authorities would consider it an NME and, as such, would require detailed animal toxicology studies as well as extensive Phase 1 – 3 human studies to demonstrate safety. Such studies would likely take five to seven years and cost several hundred million dollars to complete. Alternatively, the presence of the Ampion™ molecule in the already-approved HSA presents a unique opportunity to expedite the drug development process for the drug. As such, Ampio has moved forward with a filtrate of HSA as an injectable agent in its knee osteoarthritis (OA) trials. The firm commenced human efficacy trials in 2011. Initial efficacy data are presented below. Figure 6: Ampion™ Pain Efficacy Data – Phase 2 Knee OA Trial Source: Ampio Pharmaceuticals As shown above, the data from this initial Phase 2 study in patients with knee OA demonstrated a trend towards a difference in pain scores in patients treated with Ampion after 30 days vs. placebo. This was a 43-patient, randomized, double-blinded trial in which patients were injected with either Ampion or saline directly into the knee. The primary endpoint was a pain numeric rating scale (NRS) outcome measure, which was measured at baseline, six hours, 24 hours, 72 hours, eight days, and 30 days postinjection. While validated WOMAC™ pain and function scale measurements were also taken, these turned out not to yield utilizable data. We note that the analysis presented above represents data from a total of only 32 patients; the p-value was 0.16 but analysis of a subset of individuals who did not receive rescue medication after 30 days yielded a statistically significant p-value of 0.002. Accordingly, therefore, we believe that this data demonstrate that there was an efficacy signal with Ampion™ in the knee OA setting. Several mechanistic explanations for the activity of Ampion™ in knee OA and other inflammatory conditions exist. Data from a paper published in 2008 indicated that exposure of human T lymphocytes to the diketopiperazine dipeptide molecule that is the principal constituent of Ampion™ decreased activation factors relevant to the T-cell receptor signal transduction pathway and, subsequently, downmodulated T lymphocyte activation. Accordingly, this paper concluded that this peptide fragment can modulate the inflammatory immune response through a pathway implicated in T- lymphocyte anergy (a situation in which the immune system does not react to stimulatory agents). 16 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 A different analysis methodology utilized to assess the Phase 2 data demonstrated that more patients demonstrated improvement in pain after 30 days on Ampion™ than on placebo. As shown in the table below, nearly 65% of patients who received Ampion reported a clinically meaningful reduction in pain, equivalent to a >2-point decline in the 30-day NRS outcome measure vs. baseline. In the placebo group, 40% of patients exhibited such a decline in pain scores. Similarly, fewer patients demonstrated no improvement on Ampion™ than on placebo. Accordingly, therefore, we believe that there is sufficient data on this agent to warrant further testing in knee OA. Table 4: Ampion™ Pain Efficacy Data – Phase 2 Knee OA Trial Source: Ampio Pharmaceuticals In another assessment of the data from this Phase 2 trial involving long-term follow-up, it was observed that at 84 days post-injection, Ampion™ demonstrated a statistically significant difference in pain relief vs. the saline placebo control. This would appear to indicate that in a longer-term study, the drug effect might be better elucidated. We note that there were no serious adverse events in this Phase 2 study and that any and all side effects reported were mild in nature and did not appear to differ markedly from side effects that occurred in subjects receiving placebo. Accordingly, therefore, we believe that Ampion™ could enjoy a significant safety margin over injectable corticosteroids and even certain non-steroidal anti-inflammatory drugs (NSAIDs) in the knee OA market. We would anticipate that the next step for Ampio would involve moving Ampion™ into pivotal development in knee OA. The design for each individual study at this stage of the drug’s development is likely to involve approximately 300 – 400 patients, in our estimation, and would likely utilize a pain-based primary endpoint again. The FDA has indicated to Ampio that it wants to see a confirmatory study conducted before evincing a willingness to accept a regulatory filing on the drug. Therefore, we would expect Ampio to potentially initiate two separate knee OA-focused clinical trials with Ampion™ in the late 2012 / early 2013 time frame. These trials might be run concomitantly. Ampion™ pricing potential benefits from two considerations – firstly, the fact that the drug is classified as a biologic agent; and secondly, the fact that several competitor products – primarily those agents used in viscosupplementation for knee OA patients – are priced at roughly $800 – $900 per treatment. For example, quoted average wholesale prices (AWPs) for Sanofi’s Hyalgan and Synvisc products are $812.50 and $880 per treatment, respectively. The suggested injection frequency for these products is once every six weeks. This would imply an annual cost for Ampion™ of roughly $7,000 per patient. Thus, we consider Ampion™ to be Ampio’s highest-value opportunity. 17 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Ampion™ Market Model We have modeled sales for Ampion™ in only a single indication, osteoarthritis of the knee, colloquially known as knee OA. While we believe the drug has applicability in a broad array of autoimmune and inflammatory disorders, we have chosen to take a conservative approach and have, therefore, modeled future sales only in knee OA because this is the only indication in which clinical efficacy data has thus far been presented. In the U.S., almost 21 million adults are living with osteoarthritis. One of the body's critical joints, the knee, is the most frequently affected. More than 30% of people over 50 have knee osteoarthritis, in addition to 80% of those over 65 years of age. The growth of osteoarthritis of the knee among the U.S. population is expected to accelerate as the increasingly active population ages and obesity rates increase. As a result of this substantial clinical need, the market for orthopedic knee procedures in the U.S. has experienced tremendous growth over the past decade. The knee joint consists of the medial, patellofemoral and lateral compartments. Osteoarthritis of the knee usually begins with the deterioration of the soft tissue and cartilage in the medial compartment and progresses to either or both the patellofemoral and lateral compartments. The progression of osteoarthritis of the knee can take many years, and even in the early stages, it can result in substantial pain for the patient and a reduction in the quality of life. According to data compiled by Orthopedic Network News, the U.S. knee implant market exceeded $3.6 billion in 2011, which represents growth of 9% from 2006 to 2011. In addition to the substantial costs of the procedure itself, total knee replacement and resurfacing procedures represent major incremental costs to the healthcare system. These include the costs of rehabilitation, medication, hospitalization and, over the long-term, costs incurred as a result of replacements or revisions that may be required due to wear and tear or improper placement. Surgical treatment of knee OA is effective but it is not appropriate for all stages of the disease or for all patients. It is also costly and not without risks. With increased understanding of the pathogenesis of OA, new therapies are being developed, one of which is viscosupplementation with hyaluronic acid. A new approach in the management of OA of the knee is to inject hyluronan or derivatives of this molecule (hylans) into the joint. In recent years, the concept of viscosupplementation has gained widespread acceptance as a new treatment for the management of OA of the knee. From our perspective, the viscosupplement agents are likely to be one source of competition for Ampion™ in the knee OA market. However, their presence means that the mode of administration for Ampion™ is likely to be something physicians and patients alike are broadly familiar with and therefore willing to utilize. Furthermore, Ampion™ addresses the pain component of knee OA directly, unlike the viscosupplements, which do not contain any analgesic products. We have priced Ampion™ in accordance with our view that the drug is likely to be administered anywhere from every six weeks (nine times per year) to every three months. The drug could be priced at a premium to Synvisc-ONE®, which has been available generically for some time but which is still advertised as costing $300 – $350 per injection. At a starting price of roughly $800 per injection, we believe that Ampion therapy could cost $7,000 per patient annually. Ampio has intellectual property covering the composition-of-matter of the drug that expires in 2021, along with a patent on the human serum albumin (HSA) filtrate composition that only expires in 2024. Various other use patents expire in 2021 and beyond. However, since this is a biologic agent, we project that it would benefit from 12 years of market exclusivity in the U.S. We would also point out to investors that because this drug is derived from a filtrate of a complex biological mixture, it may be a very long time before generics firms can figure out how to make an equivalent product. Thus, our assumptions may prove to be conservative. 18 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Table 5: Ampion™ Estimated U.S. Sales – Knee Osteoarthritis Market Size Model 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 US Knee osteoarthritis patients (mainly >60 years of age) Population Growth rate Symptomatic patients (~35% of total) Ampion™ penetration rate 21,000,000 21,262,500 21,528,281 21,797,385 22,069,852 22,345,725 22,625,047 22,907,860 23,194,208 23,484,136 23,777,687 24,074,909 24,375,845 24,680,543 24,989,050 25,301,413 25,617,681 25,937,902 26,262,125 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 7,350,000 7,441,875 7,534,898 7,629,085 7,724,448 7,821,004 7,918,766 8,017,751 8,117,973 8,219,448 8,322,191 8,426,218 8,531,546 8,638,190 8,746,167 8,855,494 8,966,188 9,078,266 0% 0% 0.0% 0.5% 1.1% 1.4% 1.9% 2.1% 2.3% 2.4% 2.5% 2.2% 2.1% 2% 1.9% 1.8% 1.7% 1.6% 1.5% 38,145 84,969 109,494 150,457 168,373 186,713 197,267 208,055 185,377 179,162 172,764 166,177 159,399 152,425 145,252 137,876 $7,000 $7,210 $7,426 $7,649 $7,879 $8,115 $8,358 $8,609 $8,867 $9,133 $9,407 $9,690 $9,980 $10,280 $10,588 $10,906 $267 $613 $813 $1,151 $1,327 $1,515 $1,649 $1,791 $1,644 $1,636 $1,625 $1,610 $1,591 $1,567 $1,538 $1,504 Number of patients receiving Ampion™ Cost of therapy (per year) Ampion™ sales ($ MM) $0 $0 $0 9,191,744 ROW (primarily industrialized countries) Knee osteoarthritis patients (mainly >60 years of age) Population Growth rate Symptomatic patients (~20% of total) 18,000,000 18,225,000 18,452,813 18,683,473 18,917,016 19,153,479 19,392,897 19,635,308 19,880,750 20,129,259 20,380,875 20,635,636 20,893,581 21,154,751 21,419,185 21,686,925 21,958,012 22,232,487 22,510,393 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 3,600,000 3,645,000 3,690,563 3,736,695 3,783,403 3,830,696 3,878,579 3,927,062 3,976,150 4,025,852 4,076,175 4,127,127 4,178,716 4,230,950 4,283,837 4,337,385 4,391,602 4,446,497 0% 0% 0% 0.2% 0.4% 0.8% 1.1% 1.2% 1.3% 1.5% 1.6% 1.6% 2% 1.4% 1.3% 1.2% 1.1% 0.9% 0.5% 0 0 0 7,473 15,134 30,646 42,664 47,125 51,690 60,388 63,181 67,272 62,681 59,233 55,690 52,049 48,308 40,018 22,510 Cost of therapy (per year) $0 $0 $0 $5,250 $5,408 $5,570 $5,737 $5,909 $6,086 $6,269 $6,457 $6,651 $6,850 $7,056 $7,267 $7,485 $7,710 $7,941 $8,179 Ampion™ sales ($ MM) $0 $0 $0 $39 $82 $171 $245 $278 $315 $379 $408 $447 $429 $418 $405 $390 $372 $318 $184 Worldwide Ampion™ sales ($ MM) Royalty rate Royalty to Ampio on net sales ($ MM) $0 $0 $0 15% $306 16% $694 18% $984 20% $1,396 21% $1,605 25% $1,830 28% $2,027 28% $2,199 28% $2,091 28% $2,066 28% $2,043 28% $2,015 28% $1,980 28% $1,939 28% $1,856 28% $1,688 28% $0 $49 $125 $197 $293 $401 $512 $568 $616 $586 $578 $572 $564 $555 $543 $520 $473 Ampion™ penetration rate Number of patients receiving Ampion™ Source: Company Reports and Aegis Capital Corp. estimates 19 AEGIS CAPITAL CORP. 4,502,079 Ampio Pharmaceuticals, Inc. September 25, 2012 Optina™ Product Overview In our view, one of the most intriguing product opportunities in Ampio’s portfolio is the small molecule drug candidate Optina™. This agent is a low-dose formulation of the steroid derivative known as danazol, which is based on the synthetic steroid ethisterone, a modified testosterone molecule. Danazol was originally marketed as Danocrine in the U.S., where it was the first approved endometriosis drug. The product initially entered the market in the early 1970s and has been generically available for over two decades. Although an effective therapy for endometriosis, danazol’s utility has been hampered long-term by its masculinizing side-effects – due to the fact that it is based on a synthetic testosterone analog – and the fact that newer, safer agents have become available. Figure 7: Danazol Chemical Structure Source: ADIS R&D Insight Ampio Pharmaceuticals, however, has taken a very different approach to developing danazol. The endometriosis indication was rejected by the company as too complicated and difficult; however, the firm was intrigued by the ability of danazol to control vascular permeability or leakage at very low doses (0.05μM – 0.5μM). Accordingly, the company has decided to pursue the development of danazol in several ophthalmic indications. Ampio’s strategy of concentrating on eye diseases as the initial target for its proprietary low-dose danazol formulation is based on the fact that eye disorders represent: a) significant unmet medical needs, with large patient populations who require chronic therapy; b) diseases afflicting readily-accessible organs that can be monitored using highly objective and easily administered outcome measures (eye charts for assessment of visual acuity, for example); and c) are of clear interest to strategic buyers such as established pharmaceutical firms, as has been demonstrated by the recent acquisitions of entities such as Alcon, Inspire Pharmaceuticals and ISTA Pharmaceuticals. The indications Ampio is focusing on with Optina™ are delineated in the organogram below. Figure 8: Optina™ Target Indications Source: Ampio Pharmaceuticals 20 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Diabetic Macular Edema Indication Overview Diabetic macular edema (DME) is a form of retinopathy that occurs in certain diabetic individuals. The condition involves increased vascular permeability that results in the leakage of plasma constituents. This induces macular edema – the collection of fluid and protein deposits (known as drusen) on or beneath the macula of the eye, which is the yellow central area of the retina, causing the macula to swell. This swelling may distort the patient’s central field of vision, because the macula is located near the center of the retina at the back of the eyeball. The macular component of the visual field is packed tightly with cone-type photoreceptors that provide the sharp, clear central vision enabling a person to see the detail, form and color that is directly in the direction of gaze. Accordingly, therefore, the central visual field disruption caused by macular edema can be extremely debilitating and may result in a patient being unable to see anything by looking at it straight on. Peripheral vision may remain perfectly accurate, however. DME is classified as the most common cause of vision loss in both proliferative and nonproliferative diabetic retinopathy. It affects up to 80% of diabetic patients who have suffered from diabetes for more than 10 years. The longer a person has diabetes, the greater the likelihood of developing diabetic retinopathy. Although research has indicated that up to 90% of these cases of diabetic retinopathy could be mitigated by vigilant monitoring and treatment of the eyes, many individuals with diabetes often neglect the condition because they typically suffer from much more life-threatening comorbidities of diabetes that often take priority from a treatment standpoint. Such comorbidities include hypertension, diabetic foot ulcers and other such chronic conditions. While several types of therapy, including laser surgery, treatment with intravitreal corticosteroid injections and anti-angiogenic drugs, and vitrectomy, have proven extremely effective in addressing DME, none of them cure the disorder and, over time, the symptoms return. The expense of these procedures also means that many disadvantaged patients suffering from diabetes typically never receive or benefit from them. Ampio believes that low-dose danazol may represent a way to address the majority of untreated or insufficiently treated DME patients, as well as those refractory to current widely-used therapy. Figure 9: Retinal Physiology Source: National Eye Institute In the above diagram, the basic physiology of the retina and its underlying structure is depicted. The retina represents the light-sensitive region of the back of the eyeball. The inner surface of the back of the eyeball in the human eye is coated with photoreceptor 21 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 cells. These cells, which are generally classified as either rods (used for seeing in low light) or cones (used to detect color), transmit the image signals received by the eye to the brain through the optic nerve. Once they reach the brain, these signals are translated into image perception by cells in the visual cortex. The figure below illustrates the difference between a healthy retinal surface and a retina affected by diabetic retinopathy. The yellow spot in the center of the retina is the macula, a concentration of photoreceptor cells that is responsible for the majority of central vision. In the diabetic macular edemaafflicted retina, the growth of various microvessels is readily apparent, as is the presence of various protein deposits (known as drusen) on the retinal surface. These deposits show up as tiny yellowish spots on the retina. Figure 10: Diabetic Retinopathy Pathophysiology Source: Ines Serrano, University of Pittsburgh School of Medicine, Pittsburgh, PA DME is a major contributor to functional blindness worldwide. The chart below depicts the worldwide prevalence of diabetic retinopathy. We note that, 20 years after diagnosis, 99% of patients with type I diabetes and 60% of those with type II diabetes have some level of diabetic retinopathy2. As a whole, a third of all diabetics have retinopathy. Diabetics are >25 times as likely to become blind as members of the general population. Figure 11: Diabetic Retinopathy Global Prevalence Source: Ines Serrano, University of Pittsburgh School of Public Health, Pittsburgh, PA 2 Ding and Wong. Current Diabetes Reports 12: 346-354 (2012) 22 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Current Diabetic Macular Edema (DME) Therapy Several therapeutic approaches – as mentioned previously – are currently employed to treat DME. The most successful are generally acknowledged to be laser surgery, therapy with intra-vitreally injected corticosteroids and/or anti-angiogenic agents, and vitrectomy. In addition, a number of drugs are currently being deployed to treat DME as well, although these approaches are considered less effective. Laser Surgery The principal FDA-sanctioned approach to treating DME is laser surgery, which is employed in this context to “burn” or “cauterize” those areas around the macula that are leaking. The specific type of surgery used is referred to as focal or grid photocoagulation of clinically significant macular edema (CSME). Generally, results obtained with this type of procedure are encouraging, as this approach is usually effective at arresting fluid leakage if applied early in the course of the disease. The procedure is relatively painless because there are no nerve endings beneath the macula, and the treatment can take as little as 10 – 15 minutes to perform. Since this form of surgery is much less invasive than other kinds of ophthalmological surgical procedures such as laser-assisted in situ keratomileusis (LASIK), typically no healing period is needed and the patient can resume normal activities later that same day. These procedures can cost $1,500 to $3,500 on average, although the cost is declining as equipment becomes cheaper. Vitrectomy A procedure where the clear gelatinous fluid of the eye (the so-called vitreous humor) is removed, vitrectomy is typically recommended for individuals who have lost a substantial amount of vision. The vitreous humor is the clear aqueous solution that fills the space between the lens and the retina of the vertebrate eyeball. The solution is 99% water, but has a gelatinous viscosity two to four times that of water. The remaining solutes include salts, sugars, phagocytes, and a network of collagen fibers. The phagocytic cells are present to remove unwanted debris in the visual field. The primary purpose of the vitreous humor is to provide a cushioned support for the rest of the eye, as well as a clear unobstructed path for light to travel to the retina. Figure 12: Vitreous Humor Physiology Source: European Medical Tourist 23 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 The collagen fibers of the vitreous humor are held apart by electrical charges. With aging, these charges tend to reduce, and the fibers may clump together. Similarly, the gel may liquefy, a condition known as syneresis, leading to cells and other organic clusters to float freely within the vitreous. These commonly lead to floaters, or muscae volitantes (flying flies), which are perceived in the visual field as spots or fibrous strands. Floaters are generally harmless, but the sudden onset of reoccurring floaters may signify a posterior vitreous detachment (PVD) or other diseases of the eye 3. The cost of vitrectomy varies widely by country, but in the U.S. it ranges between $8,000 and $15,000 per procedure, while in the U.K. it is typically listed at ₤3,000 – ₤5,0004. In France, eye surgeons have been known to list the procedure at €1,500 – €3,000. Diabetic Macular Edema Drugs Many medications are employed at present to treat DME. Among the most widely-used treatments are various corticosteroids, which are anti-inflammatory drugs derived from steroid hormones. The corticosteroids – which are typically administered via intra-vitreal injections or implants because topical administration, such as with eye drops, does not achieve the necessary therapeutic concentrations inside the eye – are utilized in DME because of their anti-inflammatory and anti-angiogenic properties5. However, they have the dangerous side effect of increasing intra-ocular pressure (IOP) – pressure inside the eye – because they cause fluid retention as well. IOP can cause blurred vision and also structural damage if left unattended for too long. As such, therefore, a drug like low-dose danazol that regulates vascular endothelial cell permeability would potentially have similar efficacy to corticosteroids but would not increase IOP. The most commonly-used corticosteroids have been triamcinolone acetonide, dexamethasone, and – most recently – fluocinolone acetonide. Systemic administration of steroids may be useful, but high doses are required and are associated with severe systemic side effects. Intra-vitreal injection of steroids provides a powerful therapeutic effect, though it is associated with frequent secondary cataracts and increased IOP. Furthermore, the need for repeated injections may increase the risks associated with the injection procedure such as endophthalmitis and retinal breaks 6. Another important category of agents comprises the anti-angiogenic products7. As mentioned in an earlier section, these drugs are considered the standard of care for wet AMD. They are expensive, currently priced at $1,850 per injection for Eylea ® (aflibercept), marketed by Regeneron, and $2,000 per injection for Lucentis ® (ranibizumab), marketed by Roche. The annual cost of Eylea® is $16,000, while that of Lucentis® is $24,000. Avastin® (bevacizumab), technically the same agent as Lucentis® in a slightly different form, is priced at $50 per intra-vitreal injection but is used only offlabel in treatment of wet AMD. Its annual cost can thus be as little as $600 per patient. Although these anti-angiogenic agents were historically not formally approved by the FDA for DME, they are employed to address patients who are not suitable candidates for laser surgery or vitrectomy. Lucentis® recently won approval in DME, so the overall market opportunity for this group of drugs is increasing. The principal arena in which Lucentis®, Eylea® and intra-vitreal Avastin® are employed is the domain of retinal edema caused by retinal vein occlusions or wet AMD, where aberrant blood vessel growth is a clear cause of the pathology. 3 National Eye Institute http://www.pricevisiongroup.com/ 5 Montero and Ruiz-Moreno. Current Diabetes Reviews 5: 26-32 (2009) 6 Kumar et al., Journal of Post-graduate Medicine 58: 132-139 (2012) 7 Bandello et al., Ophthalmic Research 48 Suppl 1: 16-20 (2012) 4 24 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Optina™ Market Model We have modeled sales of Ampio’s drug Optina™ in the U.S. and ex-U.S. industrialized market. The positioning of danazol as a systemically-administered, orally-bioavailable drug is likely to have significant commercial value, in our view. Typically, diseases like DME and wet age-related macular degeneration (AMD) have been considered treatable mainly with drugs that could only be administered via injection directly into the eye. This is decidedly inconvenient for the patient and can often mean lack of patient compliance with recommended dosing regimens. Accordingly, an oral pill might prove capable of achieving rapid market penetration and commercial uptake even when going up against deeply entrenched competition. We also believe that danazol – in the formulation being developed by Ampio – could represent an attractive treatment option because of its comparatively low cost. Drugs considered the standard of care for wet AMD, for example, are currently priced at $1,850 per injection for Eylea® (aflibercept), marketed by Regeneron Pharmaceuticals, and $2,000 per injection for Lucentis (ranibizumab), marketed by Roche. Lucentis® won approval for treatment of DME in August 2012. The annualized cost of Eylea ® is estimated at roughly $16,000, while the annual cost of Lucentis ® is $24,000. Avastin® (bevacizumab), which is technically the same agent as Lucentis® in a slightly different form, is priced at $50 per intra-vitreal injection but is used only off-label in treatment of wet AMD. Its annual cost can be as little as $600 per patient. We note that Iluvien ® (fluocinolone acetonide intra-vitreal implant), marketed in several European countries by Alimera Sciences, is expected to be priced in a €3,500 – €5,500 net range. U.S. pricing is undetermined at this point. In comparison, the annual cost of low-dose danazol could be as low as $400 – $500 per patient. A six-month course of danazol for treatment of endometriosis – admittedly at significantly higher dosages than those envisaged for treatment of DME – is currently estimated to cost roughly $225 per patient. Accordingly, therefore, we project annualized Optina™ pricing at $450 per patient in the U.S. and $340 per patient in Europe. Ampio Pharmaceuticals holds the rights to various patents issued or allowed in the U.S., European Union, Canada, and other territories that cover danazol method-of-use claims in DME. These patents expire in 2030. Conservatively, we are modeling market exclusivity for Optina™ based on the five-year exclusivity period given in the U.S. and the seven-year exclusivity period given in the E.U., without factoring in the additional protection afforded by these patents. In our view, this is an extremely conservative approach because no prior art of which we are aware teaches the uses of danazol in DME and there are no approved uses for the drug at the low dose being utilized by Ampio in this indication. The regulatory pathway being invoked for this product is the 505(b)(2) pathway in the U.S. and the so-called “hybrid abridged” pathway at the European Medicines Agency (EMA). Ampio has already received the 505(b)(2) classification from the FDA for Optina™. We anticipate a second efficacy trial for Optina™ in DME to begin enrollment in late 2012. This study would be aimed at clarifying and establishing the efficacy profile for Optina™ in DME and paving the way for the final pivotal trial, which we anticipate being conducted in the second half of 2013. In our view, Ampio could complete all clinical development in late 2013 or early 2014, and submit the drug for approval by mid-2014. Since the approval process for a 505(b)(2) application takes six months by definition, we believe that it is realistic to assume that Optina™ could be launched in the U.S. in early 2015. The firm could easily launch the drug in Europe during 2015 as well, in our view, since the same clinical data package that would be used to secure U.S. approval could be submitted to the European regulatory authorities. We expect that the drug could achieve peak market penetration rates of 25% – 30% in the U.S. and close to 20% in Europe. 25 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Table 6: Optina™ Estimated U.S. Sales – Diabetic Macular Edema (DME) Market Size Model 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 22,000,000 1.25% 22,275,000 1.25% 22,553,438 1.25% 22,835,355 1.25% 23,120,797 1.25% 23,409,807 1.25% 23,702,430 1.25% 23,998,710 1.25% 24,298,694 1.25% 24,602,428 1.25% 24,909,958 1.25% 25,221,333 1.25% 25,536,599 1.25% 25,855,807 1.25% 26,179,004 1.25% 26,506,242 1.25% 26,837,570 1.25% 27,173,040 1.25% 27,512,703 1.25% 2,200,000 2,227,500 2,255,344 2,283,536 2,312,080 2,340,981 2,370,243 2,399,871 2,429,869 2,460,243 2,490,996 2,522,133 2,553,660 2,585,581 2,617,900 2,650,624 2,683,757 2,717,304 2,751,270 0% 0% 0% 2% 5% 9% 12% 18% 27% 25% 22% 19% 18% 17% 15% 13% 11% 9% 8% 0 0 0 45,671 115,604 210,688 284,429 431,977 656,065 615,061 548,019 479,205 459,659 439,549 392,685 344,581 295,213 244,557 220,102 Cost of therapy (per year) $0 $0 $0 $450 $464 $477 $492 $506 $522 $537 $553 $570 $587 $605 $623 $642 $661 $681 $701 Optina™ sales ($ MM) $0 $0 $0 $21 $54 $101 $140 $219 $342 $330 $303 $273 $270 $266 $245 $221 $195 $166 $154 24,500,000 1.25% 24,806,250 1.25% 25,116,328 1.25% 25,430,282 1.25% 25,748,161 1.25% 26,070,013 1.25% 26,395,888 1.25% 26,725,837 1.25% 27,059,909 1.25% 27,398,158 1.25% 27,740,635 1.25% 28,087,393 1.25% 28,438,486 1.25% 28,793,967 1.25% 29,153,891 1.25% 29,518,315 1.25% 29,887,294 1.25% 30,260,885 1.25% 30,639,146 1.25% 1,960,000 1,984,500 2,009,306 2,034,423 2,059,853 2,085,601 2,111,671 2,138,067 2,164,793 2,191,853 2,219,251 2,246,991 2,275,079 2,303,517 2,332,311 2,361,465 2,390,984 2,420,871 2,451,132 0% 0% 0% 0% 1% 4% 7% 11% 15% 18% 15% 12% 9% 6% 3% 2% 1.2% 0.9% 0.5% 0 0 0 4,069 20,599 83,424 147,817 235,187 324,719 394,533 332,888 269,639 204,757 138,211 69,969 47,229 28,692 21,788 12,256 Cost of therapy (per year) $0 $0 $0 $0 $340 $350 $361 $372 $383 $394 $406 $418 $431 $444 $457 $471 $485 $499 $514 Optina™ sales ($ MM) $0 $0 $0 $0 $7 $29 $53 $87 $124 $156 $135 $113 $88 $61 $32 $22 $14 $11 $6 Worldwide Optina™ sales ($ MM) Royalty rate $0 $0 $0 $21 12% $61 14% $130 16% $193 16% $306 18% $467 19% $486 20% $438 20% $386 20% $358 20% $327 20% $277 20% $243 20% $209 20% $177 20% $161 20% $2 $8 $21 $31 $55 $89 $97 $88 $77 $72 $65 $55 $49 $42 $35 $32 US Diabetes patients Population Growth rate Diabetic macular edema patients (~10% of total) Optina™ penetration rate Number of patients receiving Optina™ ROW (primarily industrialized countries) Diabetes patients Population Growth rate Diabetic macular edema patients (~8% of total) Optina™ penetration rate Number of patients receiving Optina™ Royalty to Ampio on net sales ($ MM) Source: Company Reports and Aegis Capital Corp. estimates 26 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Zertane™ (Tramadol) Program Overview Ampio is developing an agent it calls Zertane for the treatment of premature ejaculation (PE), a condition in which male individuals experience shorter-than-normal ejaculation latency times. PE, while highly variable in severity, clearly has substantial potential for impact on the level of sexual satisfaction that a male individual can achieve. While average intra-vaginal ejaculation latency time (IELT) – often defined as the time between penetration and ejaculation – is typically 4 – 7 minutes for the average man, individuals with PE often experience ejaculation in only 1 – 2 minutes. Many medications have been deployed in an attempt to deal with PE, including short-acting analgesic creams and sprays. Several well-known painkillers, among them the oxycodone-based agents Percocet and OxyContin, are known to prolong IELT as well. Thus, the concept of using analgesic drugs to treat PE appears to be a validated one. Tramadol hydrochloride (trademarked as Conzip™, Ryzolt™, Ultracet™, and Ultram™ in the U.S., and as Ralivia™ and Zytram™ XL in Canada) is a centrally-acting synthetic analgesic used to treat moderate to moderately-severe pain. The drug has a wide range of applications, including treatment of rheumatoid arthritis, restless legs syndrome, and fibromyalgia. It was originally launched and marketed as Tramal® by the German pharmaceutical company Grünenthal GmbH in 1977, and today is available generically in various forms. The figure below depicts the chemical structure of tramadol. Figure 13: Tramadol Chemical Structure Source: ADIS R&D Insight 27 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Tramadol is a very weak μ-opioid receptor agonist, induces serotonin release, and inhibits the reuptake of norepinephrine8. The drug is converted to O-desmethyltramadol, a significantly more potent μ-opioid agonist. The opioid agonistic effect of tramadol and its major metabolite(s) is almost exclusively mediated by such μ-opioid receptors. This further distinguishes tramadol from opioids in general (including morphine), which do not possess tramadol's degree of receptor subtype selectivity and which are much stronger opiate-receptor agonists. Similarly, the habituating properties of tramadol (such as they are) are arguably mainly due to μ-opioid agonism with contributions from serotonergic and noradrenergic effects. As such, therefore, an agent like tramadol would be more suitable for broad use among males with PE who are otherwise healthy, because the addiction potential is much lower than that of more potent opioid painkillers. As an agent with an exemplary safety record – spanning over 30 years with no serious adverse events reported at the 400mg oral dose or the 600mg parenteral dose – tramadol clearly represents a solid, low-risk basis for drug development. Ampio has developed a proprietary formulation of the drug using an orally disintegrating tablet (ODT) platform in-licensed from Valeant Pharmaceuticals International. The dosages being utilized to treat PE are 62mg and 89mg per day; both doses have been shown to be free of toxic side effects. An alcohol interaction study also demonstrated that tramadol at these lower doses is still safe for use; this clearly has significant market relevance as well, since many individuals who might use a PE drug might likely be consuming alcohol at the same time. There does not appear to be any dependency or abuse potential of tramadol at the 62mg and 89mg per day doses. Clinical data obtained with Zertane™ demonstrated statistical significance achieved on both the objective intra-vaginal ejaculation latency time (IELT) outcome measure as well as the patient-reported premature ejaculation profile (PEP) questionnaire, which is more subjective. The trial performed in Europe encompassed 62 sites in 11 countries and enrolled 604 patients (intent-to-treat population). Figure 14: Zertane™ Clinical Results Source: Ampio Pharmaceuticals As shown in the above graphs, a statistically significant increase in IELT was observed in patients treated with Zertane™. Median IELT increased from 2.75 minutes to over 4 minutes (p=0.03). In addition, endpoints on the PEP questionnaire such as satisfaction with sexual intercourse, control over ejaculation during intercourse, ejaculation-related distress and ejaculation-related interpersonal difficulty all improved in patients treated with Zertane™. The statistical significance reached on the PEP questionnaire was substantially greater than that observed in terms of the difference in IELT. In our view, this demonstrates that a prolongation of less than two minutes in ejaculation latency has a clear and demonstrably meaningful impact on patients. Accordingly, we believe that future pivotal trials of Zertane™ in the U.S. – which are likely to utilize similar endpoints to those of the European trial – have a reasonably high likelihood of success. 8 Reeves and Burke. Drugs Today (Barcelona) 44: 827-836 (2008) 28 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Figure 15: Zertane™ IELT and PEP Clinical Data Source: Ampio Pharmaceuticals The above figure illustrates specific clinical results from the European trial of Zertane™. The left-hand panel depicts the difference in IELT between placebo and the 62mg/day dose, represented in minutes. On the right-hand side, the table illustrates some of the sub-components of the PEP questionnaire and how these improved quite uniformly in patients treated with Zertane™. In our view, this data set constitutes compelling evidence of drug activity in treatment of PE and should enable the design and implementation of pivotal trials of Zertane™ in the U.S. with the aim of facilitating a U.S. regulatory filing. One particularly intriguing future marketing initiative for Ampio and/or any potential partners the firm might enlist in the development and commercialization of Zertane is the fact that Ampio has already filed for protection of the concept of using Zertane in combination with various erectile dysfunction (ED) drugs. One might imagine that the amalgamation of prolonged ejaculation latency with increased erection stamina could be an extremely desirable combination for a “lifestyle” drug. Furthermore, it could potentially serve as a valuable life cycle management tool for companies facing imminent patent expiration on their ED drugs. We remind investors that the most popular ED drugs, the so-called phosphodiesterase 5 (PDE5) inhibitors, are all facing near-term patent expiration – Viagra® (sildenafil), marketed by Pfizer, was supposed to face generic competition in March 2012, but has recently been the subject of a favorable district court decision that may prolong market protection until 2019; Levitra ® (vardenafil), marketed by Bayer Schering AG, is slated to go generic in 2018; and Cialis ® (tadalafil), from Eli Lilly & Co., is covered by patents expiring in the 2017 – 2020 time frame. The market served by these ED drugs is massive in size – Viagra® alone generated over $2 billion in sales in 2011 as reported by Pfizer, while clandestine sales of counterfeit and illegally manufactured sildenafil probably also amounts to over $1 billion annually. In 2011, Cialis® overtook Viagra® in total sales for the first time; it was originally launched in 2003, five years behind Viagra®, which initially accounted for 92% of all ED therapy, but currently the Viagra® share of the global ED market is estimated at no more than 40%. Levitra® is a niche player in the market, with total 2011 sales of €332 million. Ampio’s filed intellectual property covers claims that could facilitate the development of combination products featuring the co-formulation of ED drugs with varying durations of action, such as Viagra®, which is a shorter-acting drug, or Cialis®, a longer-acting agent, with Zertane™ in different forms with varying pharmacokinetic properties. Such product lines could enable users to tailor their sexual experiences to their own personal preferences with products that provide flexibility across either long or short periods, and which both enhance male stamina and prolong enjoyment prior to orgasm. 29 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Priligy™ – On Some Levels, An Apt Comparison, But On Others, Not We would draw investors’ attention at this juncture to the case of another drug developed to treat PE, Priligy™ (dapoxetine), which was originally being advanced by Johnson & Johnson. Priligy™ is a selective serotonin reuptake inhibitor (SSRI), and as such is a very different compound to Zertane™. SSRIs are typically deployed as antidepressants. Some of the better-known products are Prozac® (fluoxetine), Paxil® (paroxetine), Celexa® (citalopram), Lexapro® (escitalopram), and Zoloft® (sertraline). Many SSRIs have attained blockbuster status in the depression market. However, they all carry a black box warning for suicide ideation, a somewhat paradoxical side effect of this entire class. Priligy™ was initially developed by Eli Lilly & Co., which also developed Prozac. Originally known as LY210448, it was being developed as an antidepressant before Lilly sold the rights to the drug to Johnson & Johnson in December 2003 for $65 million upfront and royalties on future net sales. In 2004, Priligy™ was initially submitted to the FDA for approval as a therapy for premature ejaculation by ALZA Corp., a Johnson & Johnson company. However, the FDA issued a non-approvable letter and requested additional clinical study. The drug remains unapproved in the U.S., despite the completion of two more clinical studies in 2006. Development in the U.S. is now being performed by Furiex Pharmaceuticals under a licensing agreement with Johnson & Johnson. Outside the U.S., Priligy™ has had more success. It is currently the only drug approved as a PE treatment, and is approved in several European countries, including Finland, Sweden, Spain, Portugal, Germany, Italy, the Czech Republic and Austria. It is also available by prescription in New Zealand and South Korea. Filings have been submitted in Canada, Australia, Mexico, Turkey, and six other countries. In a report on the first Phase 3 trial of Priligy™, authors concluded that dapoxetine was well-tolerated and improved measures associated with premature ejaculation9. While we note that the efficacy profile of Priligy™ is very similar to that of Zertane™, what is crucial is the fact that Zertane™ has a clean safety profile while Priligy™ would always be considered a risk from a suicide ideation perspective. In our view, Zertane™ – since it is patently not an SSRI drug – will not have this difficulty. We believe that the case of Priligy™ makes it even easier for investors to attribute value to Zertane™, because the efficacy of Priligy™ was deemed approvable by various regulatory agencies. Therefore, in our view, Zertane™ should also be capable of achieving approval if the efficacy profile continues to show similarity to that of Priligy™. We also note – as discussed in greater detail in a subsequent section of this report – that Priligy™ has not been very successful commercially in ex-U.S. markets, but this may be because it is very expensive, especially when compared to drugs used to treat erectile dysfunction. A three-tablet supply of Priligy™ has been listed in the U.K. at ₤76 ($128). Table 7: Zertane™ vs. Priligy™ Clinical Data Source: Ampio Pharmaceuticals 9 Kaufman et al., British Journal of Urology 103: 651-658 (2009) 30 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Zertane™ (Tramadol) Market Model We note that, since tramadol hydrochloride is not a new chemical entity (NCE), it would not be possible for Zertane™ as a product to benefit from either the five-year exclusivity period stipulated for NCEs under Hatch-Waxman legislation in the U.S. or the 10-year exclusivity period typically given to NCE products in Europe. However, Zertane™ is currently covered by at least 32 issued patents and 34 pending patent applications related to the product, three of which have been allowed. Zertane™ represents a new use for tramadol hydrochloride, which was oiginally approved in the U.S. for marketing as a non-controlled analgesic in 1995 as described in a previous section of this report. We believe that the current patent estate on Zertane™ is likely to provide protection for this product in premature ejaculation (PE) until at least March 2022. The market for Zertane™ is considerable, in our view. Among adult males in the U.S. and Europe alone – not counting emerging markets like Asia and Latin America, where erectile dysfunction drug usage is highly prevalent – PE is estimated to afflict at least 3% of this population, which comprises a total of nearly 330 million individuals. Accordingly, therefore, nearly nine million people in just the U.S. and Europe alone could potentially be candidates for therapy with this agent. Some estimates place the incidence of PE much higher – at 30% among U.K. men. We do not factor in the potential usage of the drug in combination with erectile dysfunction (ED) agents by men who simply want to explore the possibilities of recreational use. However, it is obviously reasonable to hypothesize that such use – similar to the way in which ED drugs are currently used by even individuals who do not suffer from ED per se – would occur in a real-world setting. Therefore, we consider our assumptions defensible and conservative. Various sources cite pricing for ED drugs around the world as being in a $4 – $5 per use range. Although Priligy™ (dapoxetine), which is the only drug that has recently received formal approval outside the U.S. to treat PE, is priced much higher, we believe that a more conservative approach to the pricing of Zertane would be appropriate. Priligy™ has been quoted at prices as high as €28 per day, or up to $126 (₤76) for a package of three 30mg tablets. We believe Ampio would likely elect to price Zertane™ at a much lower level in order to aggressively drive usage among adult men suffering from PE. Zertane™ would likely require testing in two placebo-controlled, randomized, doubleblinded trials in patients with PE to permit U.S. submission. The firm’s only Phase 3 trial performed to date was carried out in Europe. In our view, the two trials to facilitate a filing with the FDA could potentially comprise 800 – 1,200 patients in total, and could be conducted concomitantly. Assuming that these U.S. studies start in the first half of 2013, Zertane™ could be ready for filing in early 2014. Given the assumption that the Zertane™ application would be a 505(b)(2) submission, a decision could be rendered within six months. Therefore, we anticipate that the drug could be launched in the U.S. in late 2014 and in Europe 12 months later. Annual pricing would be driven by the assumption of six – eight uses per month on average at a price of $4 per use – an average annual cost of $300 per year in the U.S. We assume a cost of $225 per year in Europe. At peak penetration rates of 25% in the U.S. and 15% – 17% in Europe, we believe peak sales could approach $700 million in 2021, the final year before patent expiry. Ampio would likely partner Zertane™ with an established pharmaceutical firm – most likely one of the companies with an existing ED drug franchise – and, in our view, could get a 10% – 18% royalty on net sales, which is conservative considering the fact that the firm’s agreement with Daewoong in South Korea (from which we conservatively do not project a revenue contribution currently) calls for a 25% royalty on net sales levels calculated based on any pricing of the product above a pre-specified transfer price. 31 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Table 8: Zertane™ Estimated U.S. Sales – Premature Ejaculation (PE) Market Size Model 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 US Adult males Population Growth rate Premature ejaculation patients (~3% of total) 152,000,000 153,900,000 155,823,750 157,771,547 159,743,691 161,740,487 163,762,243 165,809,271 167,881,887 169,980,411 172,105,166 174,256,481 176,434,687 178,640,120 180,873,122 183,134,036 185,423,211 187,741,001 190,087,764 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 4,560,000 4,617,000 4,674,713 4,733,146 4,792,311 4,852,215 4,912,867 4,974,278 5,036,457 5,099,412 5,163,155 5,227,694 5,293,041 5,359,204 5,426,194 5,494,021 5,562,696 5,632,230 0% 0% 0.5% 2% 8% 12% 15% 18% 21% 25% 22% 18% 12% 7% 5% 3% 1% 0.5% 0.2% 0 0 23,374 94,663 383,385 582,266 736,930 895,370 1,057,656 1,274,853 1,135,894 940,985 635,165 375,144 271,310 164,821 55,627 28,161 11,405 Cost of therapy (per year) $0 $0 $300 $309 $318 $328 $338 $348 $358 $369 $380 $391 $403 $415 $428 $441 $454 $467 $481 Zertane™ sales ($ MM) $0 $0 $7 $29 $122 $191 $249 $311 $379 $470 $432 $368 $256 $156 $116 $73 $25 $13 $5 Zertane™ penetration rate Number of patients receiving Zertane™ 5,702,633 ROW (primarily industrialized countries) Adult males Population Growth rate Premature ejaculation patients (~3% of total) 175,000,000 177,187,500 179,402,344 181,644,873 183,915,434 186,214,377 188,542,057 190,898,832 193,285,068 195,701,131 198,147,395 200,624,238 203,132,041 205,671,191 208,242,081 210,845,107 213,480,671 216,149,179 218,851,044 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 4,375,000 4,429,688 4,485,059 4,541,122 4,597,886 4,655,359 4,713,551 4,772,471 4,832,127 4,892,528 4,953,685 5,015,606 5,078,301 5,141,780 5,206,052 5,271,128 5,337,017 5,403,729 0% 0% 0% 1% 3% 7% 12% 15% 17% 16% 12% 9% 7% 5% 3% 2% 1.2% 0.5% 0.2% 0 0 0 45,411 137,937 325,875 565,626 715,871 821,462 782,805 594,442 451,405 355,481 257,089 156,182 105,423 64,044 27,019 10,943 Cost of therapy (per year) $0 $0 $0 $225 $232 $239 $246 $253 $261 $269 $277 $285 $294 $302 $311 $321 $330 $340 $351 Zertane™ sales ($ MM) $0 $0 $0 $10 $32 $78 $139 $181 $214 $210 $164 $129 $104 $78 $49 $34 $21 $9 $4 Worldwide Zertane™ sales ($ MM) Royalty rate $0 $0 $7 10% $39 10% $154 12% $269 13% $388 15% $493 15% $593 18% $681 18% $596 18% $497 18% $360 18% $234 18% $165 18% $106 18% $46 18% $22 18% $9 18% $4 $18 $35 $58 $74 $107 $123 $107 $89 $65 $42 $30 $19 $8 $4 $2 Zertane™ penetration rate Number of patients receiving Zertane™ Royalty to Ampio on net sales ($ MM) Source: Company Reports and Aegis Capital Corp. estimates 32 AEGIS CAPITAL CORP. 5,471,276 Ampio Pharmaceuticals, Inc. September 25, 2012 Other Pipeline Programs The breadth of the Ampio product candidate pipeline (>300 drugs) means that describing all of the company’s candidates individually would be virtually impossible. Although the firm makes use of the rapidity with which clinical development and regulatory filings can be accomplished through the 505(b)(2) pathway, many of these other candidates remain at a very early stage and, therefore, would be classified as highly speculative at this juncture. Nevertheless, we have highlighted a few of the more intriguing projects: Oncology The first class of NMEs that the firm is engaged in testing consists of nine compounds that are derivatives of methylphenidate, a drug approved for treatment of attention-deficit hyperactivity disorder, Postural Orthostatic Tachycardia Syndrome, and narcolepsy, most commonly known under the trade name Ritalin. Dr. Bar-Or has synthesized and applied for patents covering these nine compounds, which have demonstrated anti-angiogenic and anti-metastatic properties. The methylphenidate derivatives are being considered for the treatment of glioblastoma multiforme (a fatal brain cancer), inflammatory breast cancer and for autoimmune/inflammatory conditions, including ophthalmic disorders. Figure 16: Methylphenidate Chemical Structure Source: ADIS R&D Insight In November 2011, Ampio received notices of allowance from the USPTO on two patents claiming ownership of various methylphenidate derivatives and their usage in different disease contexts, including certain oncology indications. The patent estate is slated to extend into the 2026 / 2027 time frame. In our view, this provides a relatively lengthy time window (without factoring in Hatch-Waxman patent term extensions) within which Ampio or a putative strategic partner could explore the utility of these compounds. Cardiovascular Disease Ampio has also conducted early research into how copper-chelating peptides, which would also be entirely novel drugs, can be used to treat acute coronary syndrome (ACS) and stroke. Given the nature and extent of clinical trials needed to obtain regulatory approval for NMEs, we think Ampio is likely to out-license these compounds to collaborators at an early stage in development. Copper chelators are agents that bind copper with significant affinity in the body. Since copper itself is involved in the regulation of various vital functions, we believe it is likely to be essential that the chelating effects of these agents Ampio is developing do not abrogate the required functions of copper in patients. 33 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Oxidative Reduction Potential Diagnostic In addition to its extensive efforts in the pharmaceutical development arena, Ampio has also been working to develop a novel diagnostic platform focusing on the diagnosis and monitoring of oxidative damage in trauma patients. Typically, when patients presenting in the emergency room (ER) are first examined, they are usually checked for standard vital signs of blood pressure, heart rate and rhythm, oxygen blood level, body temperature, and respiratory rate, and are asked a series of questions in the hopes of identifying the problem. Most of them are sent home after the first round of testing but about 16 million are admitted for further diagnostics such as blood tests, EKG's, CT scans, PET CT scans, MRI's, etc., and for observation. A PET/CT scan just by itself costs $5,000 – $10,000 and the typical total cost for this short stay is $10,000 – $20,000. This translates into an annual cost to the U.S. healthcare system of over $160 million. The majority of the emergency patients who are suffering from chest pain and undergoing additional and extensive testing usually wind up being diagnosed with common heartburn or anxiety and are released and sent home. Conversely, but far worse, thousands of patients every year are misdiagnosed and sent home prematurely with an undetected heart problem only to soon suffer a massive stroke or heart attack and death. Diagnostic Platform After specializing in emergency medicine for over 30 years, Ampio's Chief Scientific Officer, Dr. David Bar-Or, has decided to evaluate the possibility of developing a novel diagnostic platform aimed at accurately assessing oxidative damage in trauma patients when they first arrive in the ER. Ampio has completed the enrollment of over 3,500 patients for its upcoming clinical trials aimed at defining the prognostic value of the firm’s diagnostic platform. The clinical trials include patients presenting to the emergency department with chest pain and undergoing clinical evaluation including the performance of PET imaging coupled to Computerized Axial Tomography (PET/CT) to detect the presence or absence of myocardial ischemia (523 patients enrolled), patients presenting with stroke symptoms (850 patients enrolled), and in trauma patients including traumatic brain injury wherein favorable results were previously announced. The analysis of the results of these trials will determine the clinical utility of this technology and, if positive, are expected to pave the way for Ampio to begin preparing a 510(k) submission in late 2012 or early 2013. Overview of Oxidation Reduction Potential (ORP) ORP measures the balance of pro-oxidants and anti-oxidants in the patients' blood. In healthy individuals, there is an abundance of antioxidants over oxidants such that the balance is in favor of anti-oxidants. In various disease conditions, when free radicals and other oxidative species are formed, the anti-oxidants are consumed and the balance shifts in favor of oxidants that further damage important structures such as proteins, lipids and other cellular and extracellular components. Thus, an ORP measurement has the potential to indicate if a patient is ill enough to warrant further costly and extensive testing or to be sent home due to healthy readings. An ORP measurement can also be a valuable indication of a patient's overall state of health. Ampio ORP Diagnostic Platform The platform technology developed at Ampio allows for the rapid measurement of ORP utilizing a point-of-care, handheld, portable, battery-operated instrument (analogous to a glucometer) and disposable electrodes (analogous to the glucose strips) from a single drop of blood. The instrument, the electrode and numerous methods of use are protected 34 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 by multiple patent filings. An example of a working prototype model system is shown below. The system possesses certain convenience advantages since it is likely to be relatively inexpensive to produce, saves space, utilizes a very small sample volume, and renders a result within seconds of point at which the sample is fed into the reader. Figure 17: Diagnostic Platform Reader Source: Ampio Pharmaceuticals In one of many informal early tests, Dr. Bar-Or sampled five random nurses who all appeared healthy and who wanted to try the ORP test. Four of them had normal readings. The fifth had an abnormal reading and when quizzed about her health issues, she stated that she had a heart attack a year ago and was on multiple medications. She was also having chest pains. While we do not ascribe significant value to the diagnostic platform as of yet and would advise investors to regard it principally as a free call option, we would note that positive clinical trial results from the studies being conducted with this platform could turn it into a significant value driver for Ampio, in our opinion. In our view, if shown to have prognostic value, the ORP diagnostic could be viewed as a potentially valuable fit for several established companies, such as Laboratory Corp of America, Quest Diagnostics, Hologic, Novartis, Abbott Laboratories, Johnson & Johnson, Roche Molecular Diagnostics, Siemens and many others. Eventually, given its low cost vs. PET/CT scanning, the ORP diagnostic could become standard equipment in doctors' offices, hospitals, emergency vehicles, laboratories, and healthcare facilities. Rather than setting up a centralized laboratory within which to process samples, Ampio aims to place instruments directly in the hospitals themselves. As such, therefore, the company aims to secure formal FDA licensure of the product. Ampio intends to ensure that the diagnostic test would be considered acceptable by hospitals and other healthcare facilities. In our view, Ampio’s preferred path forward would be to submit the diagnostic for FDA approval, and then sell the rights to the product to a diagnostics company or an established pharmaceutical firm with a significant presence in the diagnostics market. 35 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 The ORP diagnostic platform developed by Ampio involves a “razor / razor blade” model, in which the readers required to perform the assessments of patient samples are likely to be provided at a heavily subsidized cost to hospitals and clinics, while a majority of the revenue is likely to come from sales of the strips needed to provide an assessable input to the machine readers. A photographic depiction of the strips is shown below. Figure 18: Diagnostic Strips Source: Ampio Pharmaceuticals Diagnostic Regulatory Pathway Unlike the case of therapeutics, diagnostics are regulated in several different ways by the FDA in the U.S. One category of diagnostic tests involves direct FDA regulation and a formal approval process. The other – the category referred to as Laboratory Developed Tests (LDTs) – does not require formal FDA approval. There are several “grades” of formal diagnostic regulatory approvals possible, as described below: Investigational Device Exemption (IDE) – this is the standard authorization provided by the FDA for diagnostics or devices undergoing clinical testing. A diagnostic test that has received an IDE certification from the FDA is not formally considered to be approved for a specific indication; however, it may be tested in clinical studies to ascertain its prognostic value. 510(k) pre-market notification – this implies that the diagnostic in question does something analogous to an existing diagnostic platform that is established as a standard in the healthcare sector. The Ampio diagnostic is aimed at this category of regulatory oversight, since it is designed to perform functions that would otherwise require the use of PET/CT scanning. Pre-Market Authorization (PMA) – this is the highest category of certification by the FDA for a diagnostic product. It is typically reserved for highly innovative diagnostic modalities that require the submission of prospectively-defined, controlled, randomized clinical trial data to validate such approaches and confirm their predictive value. 36 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Intellectual Property Portfolio Ampio Pharmaceuticals owns the rights to several issued patents and a wide array of pending patent applications. The table below lists the issued patent portfolio for the company in the U.S., including the product-specific patents that cover Ampion™, Optina™ and Zertane™. We draw investors’ attention to the fact that these drugs would all be eligible for standard Hatch-Waxman exclusivity upon approval (at least three years); Ampion™ would be eligible, as a biologic, for 12 years of exclusivity. Table 9: Ampio Pharmaceuticals Issued Intellectual Property Patent Number Title Expiration Date Country 8129392 Therapeutic Methods and Compounds 23-Apr-30 United States 5,470,750 Assay for diagnosing appendicitis; unrelated to current product candidates 28-Nov-12 United States 6,555,543 Ampion 2-Aug-21 United States 6,615,162 Signal processing method and apparatus for reducing noise and enhancing resolution of signal data; unrelated to current product candidates 18-Jan-22 United States 6,967,202 Method of synthesizing diketopiperazines 21-Jul-22 United States 6,974,839 Zertane (method of use) 15-Mar-22 United States 7,575,929 Diagnostic for multiple sclerosis (method claims) 5-Jul-25 United States 7,592,304 Metal-binding peptides that bind CuI/II metal ions (method of use) 25-May-22 United States 7,632,803 Metal-binding peptides that bind CuI/II metal ions (composition of matter) 29-Sep-20 United States 7,732,403 Treatment of T-cell mediated diseases with diketopiperazines (methods of use) 14-May-24 United States 7,973,008 Metal-binding peptides that bind CuI/II metal ions (method of use) 29-Sep-20 United States 7,982,008 Treatment of diseases and conditions mediated by increased phosphorylation (composition of matter) 31-Jul-24 United States 8,017,728 Metal-binding peptides that bind CuI/II metal ions (method of use) 29-Sep-20 United States 8,076,485 Methylphenidate derivatives (composition of matter) 4-Mar-27 United States Source: Company reports The table below lists Ampio’s issued international patents in major territories. Table 10: Ampio Pharmaceuticals International Issued Patents Patent No. Description Expiration Date Country or Region ZL200910145682.4 Ampion 2-Aug-21 China 1311269 Ampion 2-Aug-21 Europe 2440920 Zertane 15-Mar-22 Canada ZL200380109316.4 Treatment of disease and conditions mediated by increased phosphorylation 24-Nov-23 China 233807 Treatment of T cell-mediated diseases with diketopiperazines 14-May-24 India 2001279313 Ampion 2-Aug-21 Australia 1815837.4 Ampion 2-Aug-21 China 2,382,346 Method of synthesizing diketopiperazines 2-Aug-21 United Kingdom 2004241101 Treatment of T-cell mediated diseases with diketopiperazines 14-May-24 Australia 20022252361 Zertane 15-Mar-22 Australia 2809928.1 Zertane 15-Mar-22 China 1397126 Zertane 15-Mar-22 Europe 4377585 Zertane 15-Mar-22 Japan 1845780 Methylphenidate derivatives 20-Jan-26 Europe 770999 Metal binding peptides 29-Sep-20 Australia 233058 Metal binding peptides 29-Sep-20 India 148797 Metal binding peptides September 29, 2014 (can be renewed for six more years) Israel 10-1062041 Metal binding peptides 29-Sep-20 South Korea 2003299568 Treatment of diseases and conditions mediated by increased phosphorylation 25-Nov-23 Australia 241239 Treatment of diseases and conditions mediated by increased phosphorylation 25-Nov-23 India 2003279761 Diagnosis of diseases using diketopiperazines and truncated proteins 2-Oct-23 Australia 1571970 Diagnosis of diseases using diketopiperazines and truncated proteins 2-Oct-23 Europe 4674317 Diagnosis of diseases using diketopiperazines and truncated proteins 2-Oct-23 Japan Source: Company reports Some of the company’s most valuable intellectual property is still pending, including a patent application claiming the usage of a premature ejaculation drug (such as Zertane™) in combination with erectile dysfunction drugs such as the widely-used phosphodiesterase V (PDE5) inhibitors (e.g. Viagra®, Levitra®, and Cialis®). 37 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Financial Review and Outlook Revenue: We forecast $50,000 in license-based revenue for 2012 and 2013, respectively. Management does not provide guidance. Gross Margins: As a development-stage company, there are historically no costs of goods sold. We project that the gross margins on Ampion™, Optina™ and Zertane™ are likely to approach 85% upon launch, which should enable healthy cash flow generation. Operating Expenses: For 2012, we estimate approximately $10.7 million in operating expenses. We estimate R&D of $6.5 million in 2012, as the company advances its clinical-stage pipeline and prepares to begin several pivotal clinical studies in early 2013. Taxes: We assume a 35% corporate tax rate after all net operating loss carry-forwards are exhausted. As of December 31st, 2011, Ampio had $11.2 million in net operating loss carry-forwards remaining, which are slated to expire between 2016 and 2030. However, $4.6 million in deferred tax assets associated with the net operating loss carry-forwards may potentially not be utilizable to defer tax payments because of significant ownership changes that occurred when Ampio Pharmaceuticals acquired DMI BioSciences, Inc. Share Count: The outstanding fully-diluted share count stands at roughly 42.3 million. The fully-diluted shares account for the conversion of 5.3 million shares in the form of options and warrants. Given the company’s cash position, strategic goals, and capital structure, a share repurchase program is unlikely, in our view. EPS: We forecast EPS of ($0.31) and ($0.37) for 2012 and 2013, respectively. Currently, we cannot estimate when the company is likely to achieve cash flow breakeven or attain sustainable profitability. Balance Sheet: The firm held $21.5 million in cash (pro forma) after consummating a $16.9 million financing round in July 2012. Cash Flow: We estimate that the firm will consume roughly $9.3 million in operating cash flows during 2012 and an additional $12.5 million during 2013. We think additional funding may be required within the next 18 months to support operational activities. Guidance: The firm does not provide financial guidance. 38 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Financing History / Capital Structure Over the course of its history as a publicly-traded entity, Ampio Pharmaceuticals has raised roughly $52 million to support its research activities (see overleaf). In our view, the firm has demonstrated a capital-efficient operating history. DMI Life Sciences, Inc., the firm’s direct predecessor, was incorporated in Delaware in December 2008. In 2009, the firm purchased certain assigned intellectual property (including 107 patents and pending patent applications), business products and tangible property from DMI BioSciences and in exchange issued 3.5 million shares of its common stock to DMI BioSciences, along with assuming certain liabilities. In March 2010, DMI Life Sciences was merged with a subsidiary of Chay Enterprises, Inc., a publicly-traded company then traded on the OTC Bulletin Board. The firm was reincorporated in Delaware at that time and commenced trading on the OTC Bulletin Board as Ampio Pharmaceuticals, Inc. in late March 2010. On May 19, 2011, the firm’s common stock commenced trading on the NASDAQ Capital Market under the symbol “AMPE”. On March 23, 2011, Ampio acquired all of the outstanding stock of BioSciences for 8,667,905 shares of Ampio common stock. DMI BioSciences donated back to Ampio’s capital the original 3.5 million shares of Ampio common stock formerly owned by DMI BioSciences. These shares have been cancelled. In September 2011, Ampio filed a Form S-3 shelf registration statement, registering an aggregate amount of Ampio common stock and warrants totaling $80 million for offering from time to time in the future. On March 31, April 8 and April 18, 2011, Ampio closed private placements of its common stock. A total of 5,092,880 shares of common stock were issued resulting in gross proceeds of $12,732,200, of which the firm received net proceeds of $10,916,538. On December 27, 2011, Ampio completed a registered direct offering of its common stock, in which 2,220,255 shares were issued at $4.25 per share for gross proceeds of $9,436,084, of which Ampio received net proceeds of $8,454,001. On July 18, 2012, Ampio announced the closing of an underwritten public offering for the sale of 5,203,860 shares of common stock at a price of $3.25 per share. Gross proceeds to the firm totaled $16,912,545 with net proceeds estimated to be approximately $15.2 million after underwriter fees and cash offering expenses. Ampio also issued warrants to purchase 138,462 shares of common stock to the underwriters. These warrants have an exercise price of $4.0625 with a five-year term but are not exercisable until July 18, 2013. As a result, the firm currently is estimated to have roughly $21.5 million in cash on a pro forma basis. Ampio has thus far raised roughly $26.3 million from its existing shelf registration, leaving approximately $53.7 million remaining. The most recent capital structure indicates that Ampio had about 37 million shares outstanding and issued following its most recent financing round. The fully-diluted share count stands at 42.3 million, factoring in all outstanding options and warrants. Table 11: Capital Structure Number of Shares Exercise Price Expiration Date Cash, cash equivalents and marketable securities Common Stock Options Total Cash $21,555,225 36,987,654 4,577,074 $2.12 8/24/2013 Warrants - debentures 167,720 $1.75 12/31/2013 Warrants - placement agents 455,230 $3.125 3/31/2016 $1,422,594 Warrants - placement agents 138,462 $4.063 7/12/2017 $562,571 Fully Diluted Shares Source: Ampio Pharmaceuticals 39 AEGIS CAPITAL CORP. 42,326,140 $9,703,397 $293,510 $33,537,297 Ampio Pharmaceuticals, Inc. September 25, 2012 Table 12: Ampio Pharmaceuticals (AMPE) – Financing History Series A Preferred Stock Common Stock Shares Amount Balance - December 18, 2008 (date of inception) Issuance of common stock to founder December, 2008 - Balance - December 31, 2008 Issuance of common stock and assumption of liabilities in asset acquisition Issuance of restricted common stock in exchange for cash in April 2009 Net loss Balance - December 3 1, 2009 Conversion of equity in reverse merger acquisition Common stock subscribed in March 2010 Issuance of common stock in exchange for cash in March and June 2010, net of offering costs of $350,000 Issuance of common stock for services Stock-based compensation Loans to shareholders Net loss Balance - December 31, 2010 $ Common Stock Shares Additional Paid in Capital Additional Issuances Receivable from stockholders $ 1,080 (Deficit) 1,080,000 - - 1,080,000 3,500,000 1,080 3,500 - - - - - $ - $ - $ - $ - - - - 7,350,000 7,350 - - 1,077,864 1,078 11,930,000 11,930 170,003 1,313,942 - - (1,077,864) - (1,078) - 3,068,958 1,078,078 (10,430) 108 7,000 (177,003) 11,691 1,536,522 - - - 1,030,000 17,107,036 103 1,711 $ $ $ - $ 1,802,397 1,297,083 5,961,635 $ (3,281) (3,281) Stock-based compensation Issuance of common stock for services Conversion of debentures Shares issued for cash Options exercised, net Issuance of common stock for acquisition of DMI BioSciences, Inc., net of 3,500,000 shares of Ampio common stock exchanged - - 13,635 1,281,852 1,714 301,604 5,167,905 1 128 30 517 - 1,983,784 9,423,947 3,000 109,015 7,852,220 Issuance of common stock in exchange for cash in March and April, net of offering costs of $2,704,328 - - 5,092,880 509 - 10,916,029 - Warrants exercised Shares received in exchange for options issued Repayment of advance Issuance of common stock in exchange for cash in December, net of offering costs of $982,083 Net loss Balance - December 31, 2011 - - 88,669 (98,416) 2,220,255 8 (9) 222 - 784,356 574,009 8,453,779 - $ - 46,061,783 Issuance of common stock for services Options exercised, net (unaudited) Warrants exercised, net (unaudited) Net loss Balance - June 30, 2012 (unaudited) - $ - 39,999 617,933 47,251,576 Options exercised, net (unaudited) Warrants exercised, net (unaudited) Issuance of common stock in July 2012 Balance - June 30, 2012 (unaudited) - $ - (1) (1) 15,199,479 62,451,053 - $ - 31,081,434 3,108 $ - 9,072 666,525 4,138 31,761,169 1 67 3,176 $ - 14,284 8,341 5,203,860 36,987,654 1 1 521 3,699 Source: Company Reports 40 Total Stockholders' Equity Amount - - Deficit Accumulated During the Development Stage AEGIS CAPITAL CORP. $ 3,281 - $ - $ - $ - (150,183) (150,183) $ - $ (252,015) 1,080 (248,515) - 7,350 (1,512,908) (1,764,923) (1,512,908) (267,970) - $ (8,053,395) (9,818,318) 1,080 183 7,000 1,359,627 $ 1,799,219 1,297,083 (150,183) (8,053,395) (4,008,436) - - 1,983,785 3,281 9,424,075 3,000 109,045 7,852,737 - - 10,916,538 - 784,364 574,000 22,660 8,454,001 22,660 - $ (127,523) $ (90,640) $ (90,640) $ (18,359,234) (28,177,552) $ (18,359,234) 17,759,816 $ 40,000 618,000 (5,331,761) 33,435,985 $ 37,208,211 - $ (5,331,761) (33,509,313) - $ (33,509,313) Ampio Pharmaceuticals, Inc. September 25, 2012 Management Team The firm’s management team comprises individuals with substantial track records in the biotechnology and healthcare industries. In particular, the firm’s Chief Scientific Officer, Dr. David Bar-Or, has a prolific track record in the domain of patenting scientific discoveries with utility in the medical arena. Michael Macaluso Chief Executive Officer Mr. Macaluso is the CEO, founder and Director of Ampio Pharmaceuticals, Inc. and DMI Life Sciences, Inc., and has been an entrepreneur for over two decades. He was the founder and principal of International Printing and Publishing, managing all phases of its domestic and international commercial printing operations from 1989 until 1997. Mr. Macaluso was also the owner of Page International Communications, a manufacturing business, from 1998 until 2001. In 2001, he formed Isolagen, Inc, serving as President and CEO. Mr. Macaluso is a graduate of Canisius College. David Bar-Or, M.D. Chief Medical Officer Dr. Bar-Or is Chief Scientific Officer of Ampio Pharmaceuticals, Inc. and held the same positions for DMI Life Sciences, Inc. He founded DMI BioSciences, Inc. in 1990, serving as Chief Scientific Officer and Director. Dr. Bar-Or has over three decades of experience in biochemical/molecular biology research, is a Fellow of the American College of Emergency Physicians, and was in clinical practice for 23 years, including five years as director of emergency medicine at an accredited trauma center. He is presently Director of Trauma Research for two Level 1 trauma centers in the U.S.: Swedish Medical Center and St. Anthony Central Hospital. Dr. Bar-Or received his M.D. from Hebrew University Medical School, Jerusalem, Israel, completed his residency in Emergency Medicine at Denver Health Medical Center and was the first to complete a fellowship in Emergency Medicine research at Denver Health Medical Center, a program recognized nationally as a leader in emergency medicine. Dr. Bar-Or has received numerous awards for outstanding clinical and scientific research, published over 85 scientific articles, holds over 52 issued U.S. and international patents, and has filed over 119 additional US and international patent applications. Vaughan Clift, M.D. Chief Regulatory Affairs Officer Dr. Clift is the Chief Regulatory Affairs Officer for Ampio Pharmaceuticals, Inc., having also held that position for DMI Life Sciences, Inc. Trained in Endocrinology at the Royal Children's Hospital in Melbourne, Australia, Dr. Clift developed numerous medical technologies and was Chief Scientist for Lockheed Martin's astronautics support program at the National Aeronautics and Space Administration (NASA) Johnsons Space Center. During his time at NASA, he was a co-investigator on multiple space shuttle and space station experiments and was nominated as one of NASA's Top Ten inventors. Dr. Clift subsequently went on to successfully develop the first FDA-approved autologous cell therapy. He has recently worked with Maj. Gen. Charles F. Bolden, Jr., NASA Administrator, on the development of technology for the detection of explosives. Mark McGregor, CPA Chief Financial Officer Mr. McGregor is a certified public accountant with over 30 years' financial experience in a variety of industries. He served in various financial capacities with Louisville, Colorado-based Storage Technology Corporation, or StorageTek, from February 1985 until October 2005. After leaving StorageTek, Mr. McGregor served as the chief financial officer of Integrated Management Information, Inc., Castle Rock, Colorado, from February 2006 to November 2007. IMI is a publicly-traded provider of 41 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 identification, verification and communications solutions for the agriculture, livestock, and food industries. Since retiring as chief financial officer of IMI in November 2007, Mr. McGregor has been engaged part-time in the real estate business as an agent with Keller Williams Realty in Castle Rock, Colorado. He began his career with Price Waterhouse, now PricewaterhouseCoopers LLP, where he spent 13 years with the Audit Department. Mr. McGregor holds a BBA degree in accounting from Texas A&M University and served in the U.S. Army from 1964 to 1966, where he attained the rank of First Lieutenant. Board of Directors The firm’s Board of Directors includes several senior-level individuals with substantial expertise in the biopharmaceutical industry. Michael Macaluso Director See management bios in previous section. David Bar-Or, M.D. Director See management bios in previous section. Philip Coelho Director Mr. Coelho is currently CEO and President of Synergenesis, Inc., a firm inventing and commercializing products that harness stem and progenitor cells derived from the patient’s own body to treat human disease. He has been a member of senior management at various high-technology consumer electronic or medical device companies for over 30 years. Prior to founding Synergenesis, Mr. Coelho has served as President and CEO of PHC Medical, Inc., Chairman and Chief Executive Officer of ThermoGenesis Corp., President of Castleton Inc. and President of ESS Inc. He currently serves as a member of the Board of Directors of Catalyst Pharmaceuticals Partners, Inc. and Mediware Information Systems, Inc. Mr. Coelho received a B.S. degree in thermodynamic and mechanical engineering from the University of California, Davis, and has been awarded more than 30 U.S. patents in the areas of cell cryopreservation, cryogenic robotics, cell selection, blood protein harvesting, and surgical hemostasis. Richard B. Giles, CPA Director Richard B. Giles joined the Ampio Board of Directors in August 2010. He is the Chair of the Audit committee, and a Member of the Compensation Committee and the Nominating and Governance Committee. He currently serves as the CFO of Ludvik Electric Co., an electrical contractor headquartered in Lakewood, Colorado, a position he has held since 1985. Ludvik Electric is a private electrical contractor with 2009 revenues of over $100 million that has completed electrical contracting projects throughout the Western United States, Hawaii, and South Africa. Prior to joining Ludvik Electric, Mr. Giles was an audit partner with Higgins Merritt & Company, then a Denver, Colorado, CPA firm, and during the preceding nine years, he was an audit manager and a member of the audit staff of Price Waterhouse, one of the legacy firms which now comprises PricewaterhouseCoopers. While with Price Waterhouse, Mr. Giles participated in a number of public company audits, including one for a leading computer manufacturer. Mr. Giles received a B.S. degree in accounting from the University of Northern Colorado and is a Certified Public Accountant. He is also a member of the American Institute of Certified Public Accountants and the Construction Financial Management Association. 42 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 David R. Stevens, D.V.M., Ph.D. Director Dr. Stevens is currently Executive Chairman of Cedus, Inc., a private development stage biopharmaceutical company, and also a board member of Poniard Pharmaceuticals, Inc., and Aqua Bounty Technologies, Inc., both public life science development stage companies, as well as Micro-Imaging Solutions, LLC, a private medical device company. He was an advisor to Bay City Capital from 1999-2006. Dr. Stevens was previously President and CEO of Deprenyl Animal Health, Inc., a public veterinary pharmaceutical company, from 1990 to 1998, and Vice President, Research and Development, of Agrion Corp., a private biotechnology company, from 1986 to 1988. He began his career in pharmaceutical research and development at the former Upjohn Company (now part of Pfizer), where he contributed to the preclinical evaluation of Xanax and Halcion. Dr. Stevens received B.S. and DVM degrees from Washington State University, and a Ph.D. in Comparative Pathology from the University of California, Davis. He is a Diplomate of the American College of Veterinary Pathologists. 43 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Public Companies Mentioned in this Report: Achillion Pharmaceuticals (ACHN/NASDAQ) AstraZeneca (AZN/NYSE) DepoMed (DEPO/NASDAQ) Eli Lilly & Co. (LLY/NYSE) Enzon (ENZN/NASDAQ) Furiex Pharmaceuticals (FURX/NASDAQ) GlaxoSmithKline (GSK/NYSE) Infinity Pharmaceuticals (INFI/NASDAQ) Lexicon Pharmaceuticals (LXRX/NASDAQ) Merrimack Pharmaceuticals (MACK/NASDAQ) Pfizer (PFE/NYSE) Rigel Pharmaceuticals (RIGL/NASDAQ) Sanofi S.A. (SNY/NYSE) Supernus Pharmaceuticals (SUPN/NASDAQ) 44 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Table 13: Ampio Pharmaceuticals (AMPE) – Historical Income Statements, Financial Projections FY end December 31 $ in thousands, except per share data 2010A Revenue Product revenue Service revenue License revenue Total revenue 2011A 1QA - 19 13 - 19 2012E 2QA 3QE 4QE 2012E 1QE 13 13 13 50 13 13 13 13 13 50 2013E 2QE 3QE 4QE 2013E 13 13 13 50 13 13 13 13 50 Expenses Cost of product and service revenue Research & development Selling and marketing General and administrative 1,972 4,732 6,648 4,504 1,473 1,536 1,552 727 1,600 900 1,900 1,000 6,524 4,163 2,100 1,200 2,800 1,600 2,500 1,300 2,100 900 9,500 5,000 Total expenses 6,704 11,153 3,009 2,279 2,500 2,900 10,688 3,300 4,400 3,800 3,000 14,500 (6,704) (11,134) (2,996) (2,266) (2,488) (2,888) (10,638) (3,288) (4,388) (3,788) (2,988) (14,450) 0.815 (19.545) 38 (1,368) 7 (8) (5,585) (1,555) 4 157 4 (233) Total investment income and other Foreign tax expense (1,349) - (7,143) (83) 161 (230) Net Income (Loss) (8,053) (18,359) (2,836) (2,496) (2,480) (2,882) (10,693) (3,284) (4,385) (3,785) (2,985) (14,438) (0.49) (0.49) (0.71) (0.71) (0.09) (0.09) (0.08) (0.08) (0.07) (0.07) (0.08) (0.08) (0.31) (0.31) (0.09) (0.09) (0.12) (0.12) (0.10) (0.10) (0.07) (0.07) (0.37) (0.37) Gain (loss) from operations Other income/expense Interest income Interest expense Other income/expense Derivative expense Net loss per share (basic) Net loss per share (diluted) Weighted average number of shares outstanding (basic) Weighted average number of shares outstanding (diluted) 16,288 16,288 26,014 26,014 31,127 31,127 31,260 31,260 8 6 - - 8 37,113 37,113 6 37,363 37,363 Source: Company Reports and Aegis Capital Corp. estimates 45 AEGIS CAPITAL CORP. 21 (76) (55) - 34,216 34,216 4 - 3 - 4 37,613 37,613 3 - 3 37,863 37,863 3 12 - 3 12 - - 3 38,113 38,113 40,863 40,863 38,613 38,613 Ampio Pharmaceuticals, Inc. September 25, 2012 Table 14: Ampio Pharmaceuticals (AMPE) – Historical Balance Sheets, Financial Projections FY end December 31 $ in thousands, except per share data 12/31/10A 12/31/11A 3/31A 2012E 6/30A 9/30 12/31 12/31/12E 3/31 2013E 6/30 9/30 12/31 12/31/13E Assets Current assets: Cash and cash equivalents Marketable securities Restricted cash Accounts receivable Related party receivable Other assets and prepaid expenses 671 6 61 11,362 43 8,292 177 6,804 306 22,305 306 19,823 306 19,823 306 17,442 306 9,831 306 14,558 306 43,246 306 43,246 306 Total current assets 738 11,405 8,469 7,110 22,611 20,130 20,130 17,748 10,137 14,865 43,552 43,552 Property and equipment Deposits Intangible assets In-process research and development - 76 35 466 7,500 72 35 455 7,500 68 35 443 7,500 68 7,500 68 7,500 68 7,500 68 68 68 68 68 7,500 7,500 7,500 7,500 7,500 Total Assets 738 19,483 16,530 15,156 30,179 27,697 27,697 25,316 17,705 22,432 51,120 51,120 Current liabilities Accounts payable Accrued salaries Accrued interest Senior unsecured mandatorily convertible debentures Warrant derivative liability Other current liabilities Related party notes payable 464 527 20 2,134 400 399 803 631 50 611 406 454 50 - 358 687 50 - 358 - 358 - 358 - 358 - 358 - 358 - 358 - 358 - 50 - 50 - 50 - 50 - 50 - 50 - 50 - 50 - Total current liabilities 4,746 1,292 910 1,095 408 408 408 408 408 408 408 408 431 - 419 - 406 - 406 - 406 - 406 - 406 - 406 - 406 - 406 - 406 - 4,746 1,723 1,329 1,502 814 814 814 814 814 814 814 814 2 5,962 (153) (9,818) 3 46,062 (128) (28,178) 3 46,302 (91) (31,013) 3 47,252 (91) (33,509) 3 65,091 (91) (35,639) 3 65,091 (91) (38,120) 3 65,091 (91) (38,120) 3 65,090 (91) (40,502) 4 65,090 (91) (48,113) 4 65,090 (91) (43,385) 9 102,585 (91) (52,198) 9 102,585 (91) (52,198) (4,008) 17,760 15,201 13,655 29,364 26,883 26,883 24,501 16,890 21,618 50,306 50,306 19,483 16,530 15,156 30,179 27,697 27,697 25,316 17,705 22,432 51,120 51,120 Liabilities and shareholder equity Deferred revenue Other long-term liabilities Long-term accrued acquisition costs Long-term deferred tax liability Total Liabilities - Shareholder's equity Common stock Additional paid-in capital Issuances for promotion and shareholder advances Deficit accumulated Total shareholder's equity Total liability and shareholder's equity 738 Source: Company Reports and Aegis Capital Corp. estimates 46 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 Required Disclosures Price Target Our 18-month price target for AMPE is $11.00. Valuation Methodology We utilize a risk-adjusted Net Present Value (rNPV) analysis to determine our price target objective. Using a discounted cash flow analysis, we derive an rNPV-based total firm value of $500 million, which translates into a price per share of $11.00, assuming 49 million fully-diluted shares outstanding and $40 million in cash as of end-2013. Risk Factors Issues that could prevent the achievement of our price objective include, but are not limited to, clinical, regulatory, competitive, reimbursement and financial risks. Drugs in clinical development may not advance due to inadequate safety, efficacy, or tolerability. Regulatory agencies may decline to approve regulatory submissions in a timely manner, or may not approve a drug candidate at all. The firm may require substantial funding to advance the clinical progress of its candidates, which could be dilutive to current shareholders. We expect competition for the company's drugs from several public and private companies developing pharmaceuticals. Sales of the firm's drugs could depend upon reimbursement from private, as well as public, reimbursement agencies. For important disclosures go to www.aegiscap.com. We, Raghuram Selvaraju and Yi Chen, the authors of this research report, certify that the views expressed in this report accurately reflect our personal views about the subject securities and issuers, and no part of our compensation was, is, or will be directly or indirectly tied to the specific recommendations or views contained in this research report. Research analyst compensation is dependent, in part, upon investment banking revenues received by Aegis Capital Corp. Aegis Capital Corp. intends to seek or expects to receive compensation for investment banking services from the subject company within the next three months. Aegis Capital Corp. has performed investment banking services for and received fees from Ampio Pharmaceuticals, Inc. within the past 12 months. Aegis Capital Corp. makes a market in Ampio Pharmaceuticals, Inc.. Investment Banking Services/Past 12 Mos. Rating BUY [BUY] HOLD [HOLD] SELL [SELL] Percent 94.44 5.56 0.00 Percent 29.41 0.00 0.00 Meaning of Ratings A) A Buy rating is assigned when we do not believe the stock price adequately reflects a company's prospects over 12-18 months. B) A Hold rating is assigned when we believe the stock price adequately reflects a company's prospects over 12-18 months. C) A Sell rating is assigned when we believe the stock price more than adequately reflects a company's prospects over 12-18 months. Other Disclosures The information contained herein is based upon sources believed to be reliable but is not guaranteed by us and is not considered to be all inclusive. It is not to be construed as an offer or the solicitation of an offer to sell or buy the securities mentioned herein. Aegis Capital Corp., its affiliates, shareholders, officers, staff, and/or members of their families, may have a position in the securities mentioned herein, and, before or after your receipt of this report, may make or recommend purchases and/or sales for their own accounts or for the accounts 47 AEGIS CAPITAL CORP. Ampio Pharmaceuticals, Inc. September 25, 2012 of other customers of the Firm from time to time in the open market or otherwise. Opinions expressed are our present opinions only and are subject to change without notice. Aegis Capital is under no obligation to provide updates to the opinions or information provided herein. Additional information is available upon request. © Copyright 2012 by Aegis Capital Aegis Capital Corp. (212) 813-1010 810 Seventh Avenue, 18th Floor New York, New York 10019 48 AEGIS CAPITAL CORP.