Diffusion Pharmaceuticals Inc. (NASDAQ: DFFN) today announced that
its stockholders have voted to approve all proposals at a special
meeting of stockholders held earlier today, including the issuance
of Diffusion Common Stock in the pending merger with EIP Pharma
Inc. (“EIP”), and a reverse stock split of outstanding Diffusion
Common Stock (the “Reverse Split”).
Dr. Robert Cobuzzi, President and Chief Executive
Officer of Diffusion, said, “We are pleased with the outcome of
today’s special meeting and thank our stockholders for their
support of the merger with EIP. The fact that stockholders holding
more than 71% of the votes cast voted in favor of the transaction,
and 73% of the votes cast voted in favor of the Reverse Split
provides further confidence that our thorough strategic process
maximizes value for stockholders.”
“We look forward to completing the merger and
realizing our bright future as CervoMed. Looking ahead, we believe
our stockholders are positioned to benefit from the upside
potential of ownership in the combined company, where the team will
be building on the great work the EIP team has done in developing
neflamapimod, including yesterday’s announcement that the first
patient has been dosed in the RewinD-LB Phase 2b clinical trial of
the company’s lead asset, neflamapimod, for the treatment of
patients with dementia with Lewy bodies (DLB).”
In connection with the special meeting, Diffusion’s
board of directors met and voted to implement the lowest Reverse
Split ratio, 1-for-1.5, to maintain compliance with the $4 per
share minimum bid price requirement for an initial listing on any
Nasdaq market tier. As such, pending completion of the merger, the
combined company’s common stock is expected to begin trading on a
split-adjusted basis when the market opens on August 17, 2023,
under the new trading symbol “CRVO.” As a result of the reverse
stock split and the merger, the CUSIP number for Diffusion’s common
stock will now be 15713L109.
The merger is expected to close after the close of
business close on August 16, 2023, subject to customary closing
conditions. The final voting results for the company’s special
meeting will be disclosed in a Form 8-K filed with the Securities
and Exchange Commission (the “SEC”) and will also be available
at https://
https://investors.diffusionpharma.com/sec-filings/, after
certification by the company’s inspector of elections.
Canaccord Genuity is serving as financial advisor
to Diffusion, and Dechert LLP is serving as legal counsel to
Diffusion.
About Diffusion Pharmaceuticals
Inc.Diffusion Pharmaceuticals Inc. is a biopharmaceutical
company that has historically focused on developing novel therapies
that may enhance the body’s ability to deliver oxygen to areas
where it is needed most. Diffusion’s most advanced product
candidate, trans sodium crocetinate (TSC), has been investigated
and developed to enhance the diffusion of oxygen to tissues with
low oxygen levels, also known as hypoxia, most recently as an
adjuvant treatment to standard of care therapy for GBM and other
hypoxic solid tumors. In connection with the proposed merger with
EIP, and pending its conclusion, Diffusion previously paused the
initiation of the previously announced Phase 2 study of TSC in
newly diagnosed GBM patients and will continue to attempt to
identify sale or out-licensing transactions.
For more information, please
visit www.diffusionpharma.com or engage with us
on Twitter and LinkedIn.
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, regarding management’s intentions,
plans, beliefs, expectations or forecasts for the future,
including, but not limited to, the timing and potential outcome of
the proposed transaction between Diffusion Pharmaceuticals and EIP
Pharma; the therapeutic potential of neflamapimod; anticipated
milestones related to the development of the combined company’s
clinical programs and reporting of data; the expected ownership
percentages of the combined company; and the expected management
team and board of directors of the combined company. 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 may identify these forward-looking statements.
Although there is believed to be 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 parties’ control and, as
a result, 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 timing and completion of the proposed transaction, including
the satisfaction of closing conditions; the cash balances of the
combined company following the closing, if completed, of the
proposed transaction; the ability of Diffusion Pharmaceuticals to
remain listed on the Nasdaq Capital Market, as well as comply with
any Nasdaq rules and regulations related to the proposed
transaction; the price of Diffusion Pharmaceuticals’ securities,
which may be volatile due to a variety of factors, including
changes in the competitive and highly regulated industries in which
Diffusion Pharmaceuticals and/or EIP Pharma operates; variations in
operating performance across competitors; changes in laws and
regulations affecting Diffusion Pharmaceuticals’ or EIP Pharma’s
business; the ability to implement business plans, forecasts, and
other expectations after the completion of the proposed
transaction; general economic, political, business, industry, and
market conditions, inflationary pressures, and geopolitical
conflicts; and the other factors discussed under the heading “Risk
Factors” in Diffusion Pharmaceuticals’ most recent Annual Report on
Form 10-K, the proxy statement/prospectus/information statement
included in the Registration Statement on Amendment No. 2 to Form
S-4, File No. 333-271823, filed by the Company with the SEC on July
12, 2023 and declared effective by the SEC on July 13, 2023, and
other filings with the SEC. Any forward-looking statements in this
press release speak only as of the date hereof (or such earlier
date as may be identified). New factors emerge from time to time,
and it is not possible for us to predict all such factors, nor can
we assess the impact of each such factor on the businesses or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements. These risks, as well as other risks
associated with the merger, will be more fully discussed in the
proxy statement/prospectus that will be included in the
registration statement that will be filed with the SEC in
connection with the proposed transaction and, except as required by
applicable law, rule, or regulation, neither Diffusion
Pharmaceuticals nor EIP Pharma undertakes any obligation to update
any such statements after the date hereof.
ContactsDiffusion
Investors: Tiberend Strategic Advisors, Inc. Daniel
Kontoh-Boateng dboateng@tiberend.com
EIP Investors & Media: Argot
Partners 212.600.1902 EIP@argotpartners.com
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