UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

__________________

Date of Report (Date of earliest event reported): May 6, 2020

___________________

 

DIFFUSION PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

 

Delaware

000-24477

30-0645032

(State or other jurisdiction of incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

 

1317 Carlton Avenue, Suite 200

Charlottesville, Virginia

 

22902

(Address of principal executive offices)

(Zip Code)

 

(434) 220-0718

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

DFFN

NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company     ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

On May 6, 2020, Diffusion Pharmaceuticals Inc. (the “Company”) entered into a warrant exercise agreement with an existing accredited investor to exercise certain outstanding warrants (the “Exercise”) to purchase up to an aggregate of 5,000,000 shares of the Company’s common stock having an existing exercise price of $0.35 (the “Existing Warrants”).

 

All of the 5,000,000 shares of common stock issuable upon exercise of the Existing Warrants are registered pursuant to a registration statement on Form S-1 (File No. 333-234234). The gross proceeds to the Company from the Exercise are expected to be approximately $2.38 million, prior to deducting placement agent fees and estimated offering expenses.

 

In consideration for the immediate exercise of the Existing Warrants for cash and $0.125 per each share being exercised, the exercising holder will receive new unregistered warrants to purchase shares of common stock (the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”). The New Warrants will be exercisable into up to an aggregate of 5,000,000 shares of common stock, at an exercise price of $0.5263 per share, exercisable immediately upon issuance and which have a term of exercise equal to five and one-half years.

 

H.C. Wainwright & Co. is acting as the exclusive placement agent for the Exercise and the issuance of the New Warrants.

 

The Company currently intends to use the net proceeds from the Exercise to fund research and development of its lead product candidate, trans sodium crocetinate, including clinical trial activities, and for general corporate purposes. The closing of the Exercise and the issuance of the New Warrants is expected to take place on or about May 8, 2020, and is subject to satisfaction of certain closing conditions.

  

Item 3.02.

Unregistered Sales of Equity Securities.

 

The information in Item 1.01 above is incorporated herein by reference. The New Warrants described in Item 1.01 above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the 1933 Act and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company currently intends to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the New Warrants.

 

This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these New Warrants and the shares of common stock underlying the New Warrants in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 6, 2020

DIFFUSION PHARMACEUTICALS INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ David G. Kalergis

 

 

 

Name: David G. Kalergis

 

 

 

Title: Chief Executive Officer