Press Release

Diffusion Pharmaceuticals Files Definitive Proxy Statement for Upcoming Special Meeting of Stockholders

Company Release - 12/12/2016 8:30 AM ET

CHARLOTTESVILLE, Va., Dec. 12, 2016 (GLOBE NEWSWIRE) -- Diffusion Pharmaceuticals Inc. (NASDAQ:DFFN), a clinical stage biotechnology company focused on the development of novel small molecule therapeutics for cancer and other hypoxia-related diseases, today announced that it has filed a Definitive Proxy Statement with the Securities and Exchange Commission (SEC) for its upcoming special meeting of stockholders on January 6, 2017. The Company’s stockholders of record as of November 23, 2016 will be entitled to vote at the meeting and will be asked to approve the proposed issuance and sale of shares of the Company’s Series A preferred stock and the terms of the offering thereof, an amendment to the Company’s certificate of incorporation and the adjournment of the special meeting, if necessary, to solicit additional proxies. The special meeting will be held at the Company’s headquarters at 2020 Avon Court, Suite 4, Charlottesville, Virginia 22902.

Important Information for Investors and Shareholders

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. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THESE SECURITIES ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

The proposed transactions will be submitted to the Company’s stockholders for their consideration and the Company has filed with the SEC, and has commenced on or about the date hereof mailing to its stockholders, a definitive proxy statement with respect thereto. This press release is not a substitute for the definitive proxy statement or any other document that the Company has filed or may file with the SEC in connection with the proposed transactions.

INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors and security holders may obtain free copies of the definitive proxy statement and other documents filed with the SEC by the Company through the web site maintained by the SEC at http://www.sec.gov, on the Company’s internet website at http://investors.diffusionpharma.com/CorporateProfile or by contacting the Company at (434) 220-07180.

The Company and its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. You can find information about the Company’s executive officers and directors in its annual report on Form 10-K for the year ended December 31, 2015, as amended, and the definitive proxy statement filed with the SEC with respect to the proposed transactions. You may obtain free copies of these documents using the sources indicated above.

Forward-Looking Statements
To the extent any statements made in or in connection with this news release deal with information that are not historical facts, 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 Diffusion’s technology and product candidates, the continued development of TSC in GBM, pancreatic cancer and possibly other indications and other statements that are not historical in nature, including those that utilize terminology such as "would," "will," "plans," "possibility," "potential," "future," "expects," "anticipates," "believes," "intends," "continue," "continue," “estimates,” “targets,” “projects,” “intends,” other words or expressions of similar meaning, derivations of such words or expressions and the use of future dates. Forward-looking statements by their nature address matters that are, to different degrees, uncertain and involve both known and unknown risks. These uncertainties and risks may cause Diffusion's actual results to be materially different than those expressed in or implied by such forward-looking statements. Particular uncertainties and risks include: risks related to the proposed offering, including the risk that the offering is not approved by the Company’s stockholders, the demand for the Company’s securities therein, costs associated therewith and the closing date(s) of such transactions, if any; general business and economic conditions; Diffusion’s need for and ability to obtain additional financing; Diffusion’s ability to satisfy regulatory requirements with respect to its product candidates; Diffusion’s ability to maintain and defend its intellectual property; the conduct and success of Diffusion’s clinical trials, including successful enrollment in those trials; the safety and efficacy of Diffusion’s product candidates; Diffusion’s ability to retain and recruit qualified personnel;  the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; and the other factors discussed in Diffusion’s public filings, including the risk factors including in Diffusion’s most recent Annual Report on Form 10-K. All forward-looking statements in this news release speak only as of the date of this news release and are based on Diffusion’s management's current beliefs and expectations. Investors, potential investors and other reads are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.  Diffusion undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise after the date of this release, except as required by applicable law.

22914883.2.BUSINESS

Diffusion Pharmaceuticals Contacts

David Kalergis
Chief Executive Officer
Diffusion Pharmaceuticals Inc.
(434) 220-0718
dkalergis@diffusionpharma.com

Stephanie Carrington
ICR Inc.
(646) 277-1282
Stephanie.Carrington@icrinc.com

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Source: Diffusion Pharmaceuticals, Inc.