Diffusion Pharmaceuticals Inc. (Nasdaq: DFFN)
(“Diffusion,” the “Company,” “we,” “our” or “us”) a clinical-stage
biotechnology company developing new treatments for
life-threatening medical conditions by improving the body’s ability
to bring oxygen to the areas where it is needed most, today
announced the closing of its previously announced public offering
of an aggregate of 11,428,572 shares of common stock (or common
stock equivalents) of the Company, together with accompanying
common warrants, at a public offering price of $0.35 per share and
associated warrants. Each share of common stock (or common stock
equivalent) sold in the offering was sold collectively with (i) a
common warrant to purchase one share of common stock expiring
eighteen months from the date of issuance and (ii) a common warrant
to purchase one share of common stock expiring five years from the
date of issuance. Each common warrant has an exercise price of
$0.35.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The gross proceeds to Diffusion from this
offering are $4.0 million, before deducting the placement agent’s
fees and other estimated offering expenses payable by Diffusion,
and assuming none of the common warrants issued in this offering
are exercised.
Diffusion anticipates using the net proceeds
from the offering to fund research and development of its lead
product candidate, transcrocetinate sodium, also known as trans
sodium crocetinate (TSC), including clinical trial activities, and
for general corporate purposes.
The securities described above were offered by
the Company pursuant to a registration statement (File No.
333-234234) previously filed with and declared effective by the
Securities and Exchange Commission (the “SEC”) on November 13,
2019. A prospectus relating to the securities being offered was
filed with the SEC on November 15, 2019 and is available on the
SEC’s website at http://www.sec.gov. Electronic copies of the final
prospectus relating to the offering may be obtained from H.C.
Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY
10022, or by calling (646) 975-6996 or by emailing
placements@hcwco.com or at the SEC’s website at
http://www.sec.gov.
This announcement is neither an offer to
sell, nor a solicitation of an offer to buy, any of these
securities and shall not constitute an offer, solicitation or sale
in any state or jurisdiction in which such offer, solicitation or
sale is unlawful. Any offer, if at all, will be made only by
means of the prospectus forming a part of the effective
registration statement.
About Diffusion Pharmaceuticals
Inc.
Diffusion Pharmaceuticals Inc. is an innovative
biotechnology company developing new treatments that improve the
body’s ability to bring oxygen to the areas where it is needed
most, offering new hope for the treatment of life-threatening
medical conditions.
Diffusion’s lead drug, TSC, was originally
developed in conjunction with the Office of Naval Research, which
was seeking a way to treat hemorrhagic shock caused by massive
blood loss on the battlefield.
Evolutions in research have led to Diffusion’s
focus today: Fueling Life by taking on some of medicine’s
most intractable and difficult-to-treat diseases, including stroke
and GBM brain cancer. In each of these diseases, hypoxia – oxygen
deprivation of essential tissue in the body – has proved to be a
significant obstacle for medical providers and the target for TSC’s
novel mechanism.
Its on-ambulance PHAST-TSC acute stroke protocol
has begun patient enrollment. In July 2019 the Company reported
favorable safety data in a 19-patient dose-escalation run-in study
to its Phase 3 INTACT program, using TSC to target inoperable GBM
brain cancer. Additional preclinical data supports the potential
use of TSC as a treatment for other conditions where hypoxia plays
a major role, such as myocardial infarction, respiratory diseases
such as COPD, peripheral artery disease, and neurodegenerative
conditions such as Alzheimer’s and Parkinson’s disease.
In addition, RES-529, the Company’s
PI3K/AKT/mTOR pathway inhibitor that dissociates the mTORC1 and
mTORC2 complexes, is in preclinical testing for GBM.
Diffusion is headquartered in Charlottesville,
Virginia – a hub of advancement in the life science and
biopharmaceutical industries – and is led by CEO David Kalergis, a
30-year industry veteran and company co-founder.
Forward-Looking Statements
To the extent any statements made in this news
release deal with information that is not historical, these are
forward-looking statements under the Private Securities Litigation
Reform Act of 1995. Such statements include, but are not limited
to, statements about the company's plans, objectives,
expectations and intentions with respect to future operations
and products, the potential of the company's technology and product
candidates, the anticipated timing of future clinical trials, and
other statements that are not historical in nature, particularly
those that utilize terminology such as "would," "will," "plans,"
"possibility," "potential," "future," "expects," "anticipates,"
"believes," "intends," "continue," "expects," other words of
similar meaning, derivations of such words and the use of future
dates. Forward-looking statements by their nature address matters
that are, to different degrees, uncertain. Uncertainties and risks
may cause the Diffusion’s actual results to be materially different
than those expressed in or implied by such forward-looking
statements. Particular uncertainties and risks include: the use of
proceeds of this offering; the difficulty of developing
pharmaceutical products; obtaining regulatory and other approvals
and achieving market acceptance; general business and economic
conditions; the company's need for and ability to obtain additional
financing or partnering arrangements; and the various risk factors
(many of which are beyond Diffusion’s control) as described under
the heading “Risk Factors” in Diffusion’s filings with the United
States Securities and Exchange Commission. All forward-looking
statements in this news release speak only as of the date of this
news release and are based on management's current beliefs and
expectations. Diffusion undertakes no obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
Contacts:David Kalergis,
CEODiffusion Pharmaceuticals Inc.(434)
220-0718dkalergis@diffusionpharma.com
LHA Investor RelationsKim Sutton Golodetz(212)
838-3777kgolodetz@lhai.com
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