DIFFUSION PHARMACEUTICALS INC. (NASDAQ:DFFN) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2017 Annual Meeting of Stockholders (the Annual Meeting) of
Diffusion Pharmaceuticals Inc. (the Company) was held on June 15,
2017. A quorum was present at the Annual Meeting. Matters
submitted to the stockholders and voted upon at the meeting,
which are more fully described in the Companys Proxy Statement
filed with the Securities and Exchange Commission on May 12, 2017
(the Proxy Statement), were: (1) to approve the proposed terms of
an offering of up to $20 million, which contemplates the issuance
and sale (the Offering) of (i) shares of the Companys Series B
convertible preferred stock, $0.001 par value per share (Series B
Preferred Stock), each share of Series B Preferred Stock being
initially convertible into one share of the Companys common
stock, par value $0.001 per share (Common Stock), subject to
adjustment, (ii) for each share of Series B Preferred Stock
purchased in this Offering, a 5-year warrant to purchase one
share of Common Stock (the Warrants), and (iii) the issuance of
such number of shares of Common Stock issuable upon conversion of
the Series B Preferred Stock and exercise of the Warrants,
exceeding 19.9% of our outstanding common stock (collectively,
the Offering Proposal); (2) to authorize the adjournment of the
Annual Meeting, if necessary or appropriate, if a quorum is
present, to solicit additional proxies if there are insufficient
votes at the Annual Meeting in favor of the Offering Proposal;
(3) to elect six persons to serve as directors until the Companys
2018 Annual Meeting of Stockholders or until their respective
successors are elected and qualified; (4) to ratify the selection
of KPMG LLP as the Companys independent registered public
accounting firm for the year ending December31, 2017; and (5) to
approve, on an advisory basis, the compensation of the Companys
named executive officers during the year ended December 31, 2016,
as disclosed in the Proxy Statement. At the Annual Meeting, the
Companys stockholders approved the five proposals, and the final
results were as follows:
(1) |
Approval of the Offering Proposal: |
For |
Against |
Abstain |
BrokerNon-Votes |
||||||||
8,802,431 |
34,171 |
1,584,582 |
1,558,005 |
(2) |
Authorization of an adjournment of the Annual Meeting, if |
For |
Against |
Abstain |
BrokerNon-Votes |
||||||||
10,388,624 |
10,546 |
22,014 |
1,558,005 |
(3) |
Election of six persons to serve as directors until the |
|
|
For |
Withheld |
BrokerNon-Votes |
|
|||||||
David G. Kalergis |
|
10,342,288 |
78,896 |
1,558,005 |
|
|||||||
Isaac Blech |
|
10,330,194 |
90,990 |
1,558,005 |
|
|||||||
John L. Gainer, Ph.D. |
|
10,342,288 |
78,896 |
1,558,005 |
|
|||||||
Robert Adams |
|
10,341,858 |
79,326 |
1,558,005 |
|
|||||||
Mark T. Giles |
|
10,341,938 |
79,246 |
1,558,005 |
|
|||||||
Alan Levin |
10,341,858 |
79,326 |
1,558,005 |
(4) |
Ratification of the selection of KPMG LLP as the Companys |
For |
Against |
Abstain |
|||||||
11,939,355 |
18,424 |
21,410 |
(5) |
Approval, on an advisory basis, of the compensation of the |
For |
Against |
Abstain |
BrokerNon-Votes |
||||||||
10,275,297 |
54,942 |
90,945 |
1,558,005 |
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.