Diffusion Pharmaceuticals Announces 1-for-50 Stock Split Under Nasdaq Compliance Plan
The split is expected to be effective for trading as of the market open on April 19, 2022
CHARLOTTESVILLE, Va., April 18, 2022 (GLOBE NEWSWIRE) — Diffusion Pharmaceuticals Inc. (NASDAQ: DFFN) (“Diffusion” or the “Company”), a biopharmaceutical company developing new therapies that improve the body’s ability to deliver oxygen to the areas where it is needed most, announced today that it will carry out a reverse stock split at the rate of 1 for 50 of its ordinary shares. The reverse stock split is expected to become effective at 5:59 p.m. Eastern Time on April 18, 2022, and the company’s common stock is expected to begin trading on the Nasdaq Capital Market following the opening split. April 19, 2022, pending confirmation from The Depository Trust Company and Nasdaq. The common shares will continue to trade under the company’s existing trading symbol, “DFFN”, and the new CUSIP number for the common shares after the stock consolidation will be 253748 404.
Diffusion expects the reverse stock split, which was approved by the Company’s shareholders at a special meeting earlier today, will increase the price per share of the Company’s common stock and is part of the Company’s strategy to restore compliance with the Nasdaq Capital Market’s $1.00 minimum bid price requirement.
Upon the effective time of the reverse stock split, all fifty (50) issued and outstanding common shares of Diffusion will be automatically converted into one (1) issued and outstanding common share without any change in par value of $0.001 per share or the total number of authorized shares. The reverse stock split will reduce the number of outstanding common shares of the Company from approximately 102 million shares to approximately 2 million shares. No fractional Common Shares will be issued in connection with the Share Consolidation, and shareholders who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. Proportional adjustments will also be made to the exercise prices and number of common shares issuable upon the exercise of outstanding stock options, restricted stock units and Diffusion Warrants. at the time of effect, if applicable.
Additional information regarding the reverse stock split is available in the Company’s definitive proxy statement originally filed with the United States Securities and Exchange Commission on March 28, 2022, as amended.
Information for Diffusion shareholders
The Company has retained the services of an affiliate of its transfer agent, Computershare Trust Company, NA (“Computershare”), to act as exchange agent for the share consolidation. Computershare will provide stockholders with certificates of record holding representing the common stock of the company prior to the split from the effective date together with a letter of transmittal providing instructions for the exchange of certificates of shares for shares after the split. Registered shareholders who hold ordinary shares of the Company prior to the split electronically in book-entry form are not required to take any action to receive shares after the split. Shareholders holding shares through a broker or other nominee will have their positions automatically adjusted to reflect the stock consolidation, subject to the broker’s or nominee’s particular procedures for handling the stock consolidation. .
If you have any questions regarding the redemption process, you may contact Computershare at 800-368-5948.
About Pharmaceutical Diffusion Inc.
Diffusion Pharmaceuticals Inc. is a biopharmaceutical company developing new therapies that improve the body’s ability to deliver oxygen to the areas where it is needed most. Diffusion’s lead product candidate, TSC, is being developed to improve the diffusion of oxygen to tissues with low oxygen levels, also known as hypoxia, a serious complication of many of the most common medical conditions. most intractable and most difficult to treat with medicine, including hypoxic solid tumors. For more information, visit us at www.diffusionpharma.com.
This press release contains express and implied forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including regarding the timing of the effectiveness of the reverse stock split and the impact of the reverse stock split. shares at the market price. for the ordinary shares of the Company. The Company may, in certain instances, use terms such as “believes”, “estimates”, “anticipates”, “expects”, “plans”, “intends”, “may”, “could”. “, “could”, “will”, “should”, “approximately” or other words that convey uncertainty of future events or results to identify these forward-looking statements. Although the Company believes that it has a reasonable basis for each forward-looking statement contained herein, forward-looking statements, by their nature, involve known and unknown risks and uncertainties, many of which are beyond our control. of the Company and, therefore, the Company’s actual results could differ materially from those expressed or implied by any forward-looking statement. Particular risks and uncertainties include, among others, those relating to: the Company’s ability to maintain compliance with Nasdaq’s continuous listing standards; general economic, political, business, industry and market conditions, including the ongoing COVID-19 pandemic; and the other factors discussed under “Risk Factors” in the company’s most recent Annual Report on Form 10-K and other filings with the United States Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date hereof (or such earlier date as may be identified) and, except as required by applicable law, rule or regulation, the Company does not assumes no obligation to update these statements. after the date hereof.
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