DIFFUSION PHARMACEUTICALS INC. (NASDAQ:DFFN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01—Entry into a Material Definitive Agreement
Underwriting Agreement
On January 18, 2018, Diffusion Pharmaceuticals Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with H.C. Wainwright & Co., LLC (the “Underwriter”), relating to an underwritten public offering of an aggregate of 15,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), together with warrants to purchase up to 15,000,000 shares of Common Stock, at a public offering price of $0.80 per share and associated warrant. Under the terms of the Underwriting Agreement, the Company granted the underwriter a 30-day option to purchase up to 2,250,000 additional shares of Common Stock and/or additional warrants to purchase up to 2,250,000 shares of Common Stock, at the public offering price, less the underwriting discounts and commissions. The warrants have an exercise price of $0.80 per share and a term of five years from the date of issuance.
The net proceeds to the Company from the offering are expected to be approximately $10.6 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. All of the shares in the offering are being sold by the Company.
The offering is being made to the Company’s effective registration statement on Form S-1 (Registration No.333-222203) previously filed with and declared effective by the Securities and Exchange Commission and a preliminary and final prospectus thereunder. The Company expects that the closing of the offering will take place on or about January 22, 2018, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains representations, warranties and covenants of the Company that are customary for transactions of this type and customary conditions to closing. Additionally, the Company has agreed to provide the Underwriter with customary indemnification rights under the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.
Item 8.0.Other Events.
On January 18, 2018, the Company issued a press release announcing that the Company had priced the offering of the common stock and warrants. A copy of the press release is attached hereto as Exhibit99.1 and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Diffusion Pharmaceuticals Inc. ExhibitEX-1.1 2 ex_103237.htm EXHIBIT 1.1 dffn20171219_s1.htm Exhibit 1.1 15,…To view the full exhibit click here
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.