Diffusion Pharmaceuticals Inc. (NASDAQ: DFFN) (“Diffusion” or the
“Company”), a biopharmaceutical company developing novel therapies
that may enhance the body’s ability to deliver oxygen to areas
where it is needed most, today announced that it has entered into a
settlement agreement with LifeSci Special Opportunities Master Fund
Ltd., affiliated entities and certain related parties
(collectively, “LifeSci Special Opportunities”), with respect to,
among other things, the membership and composition of the Company’s
board of directors (the “Board”), before the Company’s 2022 Annual
Meeting of Stockholders (the “Annual Meeting”).
Under the terms of the agreement, LifeSci Special Opportunities
will withdraw its slate of director nominees (the “LifeSci
Nominees”) previously nominated for election and vote in favor of
the Board’s recommended nominees at the Annual Meeting. Diffusion
has agreed that, in the event it has not completed a transaction
resulting from its ongoing strategic review process by July 1,
2023, the Company will promptly appoint an individual designated by
LifeSci Special Opportunities to the Board, subject to certain
conditions.
“We are very pleased to have reached an agreement with LifeSci
Special Opportunities, enabling our board and management team to
focus on expeditiously advancing our strategic review process to
maximize long-term value for all our stockholders,” said Robert J.
Cobuzzi, Jr., Ph.D., Chief Executive Officer of Diffusion and a
member of the Board. “We appreciate LifeSci Special Opportunities’
support of our process.”
LifeSci Special Opportunities will not be submitting blue proxy
cards for tabulation for the Annual Meeting and encourages
stockholders to submit a WHITE proxy card in support of the Board’s
recommendations on each proposal. All votes previously submitted on
the blue proxy cards (whether respect to withdrawn directors or
other agenda matters) will be disregarded in entirety.
LifeSci Special Opportunities, which currently beneficially owns
approximately 4.8% of Diffusion’s outstanding shares, in the
aggregate, is also subject to certain customary standstill
provisions under the terms of the agreement. The complete agreement
between Diffusion and LifeSci Special Opportunities will be filed
on a Form 8-K with the U.S. Securities and Exchange Commission.
If you have any questions or need assistance in
voting your shares, please contact Innisfree M&A Incorporated,
Inc., our proxy solicitor, toll-free at (877) 456-3402. Banks and
brokers may call collect at (212) 750-5833.
About Diffusion Pharmaceuticals Inc.
Diffusion Pharmaceuticals Inc. is a biopharmaceutical company
developing novel therapies to enhance the body’s ability to deliver
oxygen to areas where it is needed most. Diffusion’s lead product
candidate, TSC, is being investigated to enhance the diffusion of
oxygen to tissues with low oxygen levels, also known as hypoxia, a
serious complication of many of medicine’s most intractable and
difficult-to-treat conditions, including hypoxic solid tumors like
GBM. For more information, please visit us at
www.diffusionpharma.com.
Important Additional Information Regarding Proxy
Solicitation
Diffusion has filed a definitive proxy statement and
associated WHITE proxy card with the U.S. Securities and Exchange
Commission (the “SEC”) in connection with the solicitation of
proxies for the Annual Meeting (the “Proxy Statement”).
Stockholders as of the record date of November 1, 2022, are
eligible to vote at the Annual Meeting. Diffusion, its directors
and certain of its executive officers will be participants in the
solicitation of proxies from stockholders in respect of the Annual
Meeting. Information regarding the names of Diffusion’s directors
and executive officers and their respective interests in Diffusion
by security holdings or otherwise is set forth in Diffusion’s proxy
statement for the 2021 Annual Meeting of Stockholders, filed with
the SEC on April 30, 2021, and the Company’s Annual Report on Form
10-K for the year ended December 31, 2021, filed with the SEC on
March 18, 2022. To the extent holdings of such participants in
Diffusion’s securities have changed since the amounts set forth in
the 2021 proxy statement, such changes have been reflected on
Statements of Change in Ownership on Form 4 or Annual Statement of
Changes in Beneficial Ownership on Form 5 filed with the SEC.
Details concerning the nominees of Diffusion’s Board of Directors
for election at the Annual Meeting are included in the Proxy
Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE
COMPANY’S DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY
CARD, AND ANY SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and
stockholders may obtain a copy of the definitive Proxy Statement
and other relevant documents filed by Diffusion with the SEC free
of charge from the SEC’s website, www.sec.gov., or by directing a
request by mail to Diffusion Pharmaceuticals Inc., Attention:
Corporate Secretary, at 300 East Main Street, Suite 201,
Charlottesville, Virginia 22902, via e-mail to
proxyrequests@diffusionpharma.com, or by visiting the investor
relations section of Diffusion’s website,
investors.diffusionpharma.com.
ContactsGladstone Place PartnersFelipe Ucrós
212-230-5930Tiberend Strategic Advisors, Inc.Daniel
Kontoh-Boateng/Jonathan
Nugentdboateng@tiberend.comjnugent@tiberend.com
Forward-Looking StatementsThis press release
includes express and implied forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, as
amended, including the timing and potential outcome of the
Company’s ongoing strategic alternative review process. The Company
may, in some cases, use terms such as “believes,” “estimates,”
“anticipates,” “expects,” “plans,” “intends,” “may,” “could,”
“might,” “will,” “should,” “approximately,” or other words that
convey uncertainty of future events or outcomes to identify these
forward-looking statements. Although the Company believes that it
has a reasonable basis for each forward-looking statement contained
herein, forward-looking statements by their nature involve risks
and uncertainties, known and unknown, many of which are beyond the
Company’s control and, as a result, the Company’s actual results
could differ materially from those expressed or implied in any
forward-looking statement. Particular risks and uncertainties
include, among other things, those related to: the Company’s
ongoing strategic alternative review process; the likelihood and
timing of regulatory approval of TSC, if any, for the treatment of
solid tumors complicated by hypoxia or any other indication, or the
nature of any feedback the Company may receive from the U.S. Food
and Drug Administration or other regulatory bodies; the impact of
global supply chain disruptions on the Company’s drug product
manufacturing capabilities, clinical development program, and
associated timelines; the Company’s ability to identify, evaluate
and execute potential business development transactional
opportunities, if any; the Company’s ability to protect and expand
its intellectual property portfolio; the Company’s access to
capital resources: general economic, political, business, industry,
and market conditions, including the ongoing COVID-19 pandemic,
inflationary pressures, and geopolitical conflicts; and the other
factors discussed under the heading “Risk Factors” in the Company’s
filings most recent Annual Report on Form 10-K and other filings
with the U.S. Securities and Exchange Commission. Any
forward-looking statements in this press release speak only as of
the date hereof (or such earlier date as may be identified) and,
except as required by applicable law, rule, or regulation, the
Company undertakes no obligation to update any such statements
after the date hereof.
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