DIFFUSION PHARMACEUTICALS INC. (NASDAQ:DFFN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 – Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 1, 2017, Diffusion Pharmaceuticals Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware, effective immediately, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The Charter Amendment amended the Company’s Certificate of Incorporation to permit the Company to pay dividends on the Company’s Series A Convertible Preferred Stock in either cash or shares of the Company’s Common Stock, at the determination of the Board of Directors of the Company. The Charter Amendment was approved by the Company’s stockholders at a special meeting held on November 1, 2017, as more fully described in Item 5.07 – Submission of Matters to a Vote of Security Holders of this Current Report.

Item 5.07 – Submission of Matters to a Vote of Security Holders

A Special Meeting of Stockholders (the “Special Meeting”) of the Company was held on November 1, 2017. A quorum was present at the Special Meeting. Matters submitted to the stockholders and voted upon at the meeting, which are more fully described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on September 18, 2017, were: (1) to approve the proposed amendment to the Company’s Certificate of Incorporation, as amended, to permit the Company to pay dividends on the Company’s Series A Convertible Preferred Stock in either cash or shares of the Company’s Common Stock, at the determination of the Board of Directors of the Company (the “Charter Proposal”); and (2) to authorize the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the Special Meeting in favor of the Charter Proposal (the “Adjournment Proposal”). At the Special Meeting, the Company’s stockholders approved the two proposals, and the final results were as follows:

Approval of the Charter Proposal by the holders of the Company’s Series A Convertible Preferred Stock, voting as a separate class:

Item 9.01–Financial Statements and Exhibits.

(d)Exhibits.

Diffusion Pharmaceuticals Inc. Exhibit
EX-3.1 2 ex_98782.htm EXHIBIT 3.1 ex_98782.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.