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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 15, 2023
 
DIFFUSION PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-37942
30-0645032
(State or other jurisdiction of incorporation)
(Commission File
Number)
(I.R.S. Employer
Identification No.)
 
 
300 East Main Street, Suite 201
Charlottesville, Virginia
22902
(Address of principal executive offices)
(Zip Code)
 
 
(434) 220-0718
(Registrant’s telephone number, including area code)
 
 
Not applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☒
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
DFFN
NASDAQ Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company         ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                   ☐
 
 
 
 
Item 1.01
Entry Into a Material Definitive Agreement
 
Information required by Item 1.01 of Form 8-K included in Item 5.02 of this Current Report is incorporated herein by reference.
 
Item 1.02
Termination of a Material Definitive Agreement
 
Information required by Item 1.02 of Form 8-K included in Item 5.02 of this Current Report is incorporated herein by reference.
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Effective as of the close of business on May 15, 2023, Mr. William K. Hornung departed Diffusion Pharmaceuticals Inc. (the “Company”). Mr. Hornung had served as Diffusion’s Chief Financial Officer since September 2018.
 
In connection with Mr. Hornung’s departure, the Company entered into a separation letter agreement and release with Mr. Hornung, dated as of May 15, 2023 (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, Mr. Hornung is entitled to separation benefits in accordance with the terms of his employment agreement, including a lump-sum payment of nine months current annual base salary and a pro-rated annual cash bonus for the current calendar year based on the number of days served as Chief Financial Officer during 2023. All options to purchase the Company’s common stock held by Mr. Hornung that were outstanding and vested as of his last day of employment remain exercisable for a period of three months from the date of separation, in accordance with their respective terms. In addition, Diffusion will also provide a lump-sum payment in respect of continuation health insurance coverage premiums for Mr. Hornung and his eligible dependents for a period of twelve months after the separation date.
 
As consideration for the separation benefits, pursuant to the Separation Agreement, Mr. Hornung has released the Company and certain related parties, including the Company’s stockholders, directors, officers, and employees, from all claims and liabilities arising prior to the date of the Separation Agreement under federal and state laws and has reaffirmed the confidentiality, non-competition, non-solicitation, non-disparagement and certain other customary provisions in his employment agreement, which, except as described above and otherwise set forth in the Separation Agreement, terminated effective as of his separation date.
 
The foregoing summary of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text thereof, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
Item 9.01 – Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit Number
Description
   
   
10.1
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Dated: May 19, 2023
DIFFUSION PHARMACEUTICALS INC.
  
 
By:
/s/ William Elder
  
 
Name:
William Elder
  
 
Title:
General Counsel & Corporate Secretary
  
 
 
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