DIFFUSION PHARMACEUTICALS INC. (NASDAQ:DFFN) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03.Material Modification to the Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 13, 2018, Diffusion Pharmaceuticals Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the “Amendment”), with the Secretary of State of the State of Delaware to effect a 1-to-15 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Amendment became effective at 5:58 p.m. on December 13, 2018.
As set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15 2018, at the Company’s 2018 Annual Meeting of Stockholders on June 14, 2018, the Company’s stockholders approved the Amendment and the Reverse Stock Split at a ratio of not less than 1-to-2 and not greater than 1-to-15, with the exact ratio and effective time to be determined by the Company’s Board of Directors (the “Board”), if at all. Thereafter, the Board determined to effect the Reverse Stock Split at a ratio of 1-to-15 and authorized the filing of the Amendment.
As a result of the Reverse Stock Split, every fifteen shares of Common Stock outstanding immediately prior to the Reverse Stock Split were reclassified and combined into one share of Common Stock. Beginning with the opening of trading on December 14, 2018, the Common Stock was available for trading on the Nasdaq Capital Market on a Reverse Stock Split adjusted basis with a new CUSIP number, 253748 305.
No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares of Common Stock had their holdings rounded up to the next whole share. Proportional adjustments will be made to the Company’s outstanding warrants, stock options and other equity securities and to the Company’s 2015 Equity Incentive Plan, as amended, to reflect the Reverse Stock Split, in each case, in accordance with the terms thereof.
The full text of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Diffusion Pharmaceuticals Inc. Exhibit
EX-3.1 2 ex_131648.htm EXHIBIT 3.1 ex_131648.htm Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION (AS AMENDED) OF DIFFUSION PHARMACEUTICALS INC. DIFFUSION PHARMACEUTICALS INC.,…
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About DIFFUSION PHARMACEUTICALS INC. (NASDAQ:DFFN)
Diffusion Pharmaceuticals Inc., formerly RestorGenex Corporation, is a clinical-stage biotechnology company. The Company is focused on developing standard-of-care treatments, including radiation therapy and chemotherapy. The Company’s lead product candidate, transcrocetinate sodium, also known as trans sodium crocetinate (TSC) is used in various cancer types, in which tumor oxygen deprivation (hypoxia) is known to diminish the effectiveness of treatments. The Company’s Diffusion’s technology is targeted at overcoming treatment-resistance in solid cancerous tumors by combining its lead product candidate, TSC, with standard-of-care radiation and chemotherapy regimens, thus effecting a better patient survival outcome without the addition of harmful side effects. Its clinical development plan targets TSC at the radiation and chemotherapy sensitization of hypoxic tumor types, with an initial focus on primary brain cancer (glioblastoma or GBM), pancreatic cancer, and brain metastases.
