{"id":716425,"date":"2022-12-05T06:46:43","date_gmt":"2022-12-05T11:46:43","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/diffusion-pharmaceuticals-sends-letter-to-stockholders-highlighting-strength-of-board-leadership-and-positive-progress-in-strategic-review-cautioning-stockholders-regarding-lifescis-history\/"},"modified":"2022-12-05T06:46:43","modified_gmt":"2022-12-05T11:46:43","slug":"diffusion-pharmaceuticals-sends-letter-to-stockholders-highlighting-strength-of-board-leadership-and-positive-progress-in-strategic-review-cautioning-stockholders-regarding-lifescis-history","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/diffusion-pharmaceuticals-sends-letter-to-stockholders-highlighting-strength-of-board-leadership-and-positive-progress-in-strategic-review-cautioning-stockholders-regarding-lifescis-history\/","title":{"rendered":"Diffusion Pharmaceuticals Sends Letter to Stockholders Highlighting Strength of Board Leadership and Positive Progress in Strategic Review, Cautioning Stockholders Regarding LifeSci\u2019s History of Stockholder Value Destruction and Self-Dealing"},"content":{"rendered":"<div class=\"mw_release\">\n<ul>\n<li style=\"text-align:left\">\n          <em>Diffusion has a highly engaged and independent board that possesses the right skills and experience to execute the strategic review process<\/em><br \/>\n          \n        <\/li>\n<li>\n          <em>Diffusion received bids from more than 15 companies participating in review process<\/em>\n        <\/li>\n<li>\n          <em>LifeSci invited to participate in review process on same terms as all other bidders following submission of client\u2019s unsolicited offer, but LifeSci instead chose to launch a proxy contest against our highly qualified board<\/em>\n        <\/li>\n<li>\n          <em>LifeSci\u2019s track record demonstrates a highly troubling pattern of self-dealing and stockholder value destruction, including more than $1.3 billion of stockholder losses in recent SPAC transactions<\/em>\n        <\/li>\n<li>\n          <em>Diffusion\u2019s board and management are fully committed to maximizing value for all stockholders through the completion of the strategic review process, notwithstanding LifeSci\u2019s self-serving attempts to disrupt the process<\/em>\n        <\/li>\n<li>\n          <em>Diffusion urges stockholders to vote \u201cFOR\u201d each of the Board\u2019s six nominees for director on your WHITE proxy card<\/em>\n        <\/li>\n<\/ul>\n<p>CHARLOTTESVILLE, Va., Dec.  05, 2022  (GLOBE NEWSWIRE) &#8212; Diffusion Pharmaceuticals Inc. (NASDAQ: DFFN) (\u201cDiffusion\u201d or the \u201cCompany\u201d), a biopharmaceutical company developing novel therapies that may enhance the body\u2019s ability to deliver oxygen to areas where it is needed most, today sent a letter to its stockholders. The letter highlights the strength, experience and quality of the Company\u2019s board of directors as it continues to take steps to unlock stockholder value through a strategic review process. The letter also summarizes the value-destructive acquisition offer presented by LifeSci Capital on behalf of a purported client, the dismal track record of LifeSci Capital and its many affiliates in the biopharmaceutical space, and LifeSci-affiliated funds\u2019 recent nomination of an unqualified dissident slate of nominees for election as directors at the Company\u2019s 2022 Annual Meeting of Stockholders (the \u201cAnnual Meeting\u201d).<\/p>\n<p>\n        <strong>Diffusion\u2019s board of directors urges stockholders to vote \u201cFOR\u201d each of its six nominees for director on your WHITE proxy card<\/strong>. The Annual Meeting will be held virtually on December 30, 2022, at 8:00 a.m., Eastern Time. Stockholders of record as of the close of business on November 1, 2022, are entitled to vote at the meeting.<\/p>\n<p>The Company\u2019s proxy statement and other important information related to the Annual Meeting can be found at <a href=\"https:\/\/www.globenewswire.com\/Tracker?data=UOEaJO5m3z3r2kQ0uTEu9kUtNMuanN_lDkKlPN4D4n_3Xj7Ef7rN0NM2Tbzd_d9bb0LiPpbAPtCS0HLG3UVjnQyNuROc0SDL4QzaKIDyYmX3yeyNiltpRLQxMcPAA4-j\" rel=\"nofollow noopener\" target=\"_blank\">investors.diffusionpharma.com<\/a><\/p>\n<p>The full text of the letter follows.<\/p>\n<p align=\"right\">December 5, 2022<\/p>\n<p>\n        <strong>Dear Fellow Stockholder, <\/strong>\n      <\/p>\n<p>The value of your investment is at stake at Diffusion\u2019s 2022 Annual Meeting of Stockholders, which will be held on December 30, 2022. LifeSci Special Opportunities Master Fund Ltd. (\u201cLifeSci Master Fund\u201d), a fund affiliated with the investment bank LifeSci Capital, on behalf of itself and other related entities (collectively with their respective affiliates, \u201cLifeSci\u201d), and managed by David Dobkin, the LifeSci Capital banker who previously delivered an unsolicited, lowball offer to the Company on behalf of a purported client, is seeking to replace our board of directors (the \u201cBoard\u201d) with its hand-picked, inferior and unqualified slate of nominees. In contrast to LifeSci\u2019s nominees, our Board has the required skills and expertise to drive our strategy forward through its ongoing evaluation of a range of value-creating opportunities as part of our strategic review process.<\/p>\n<p align=\"center\">\n        <strong>DIFFUSION\u2019S BOARD IS DILIGENTLY ADVANCING THE STRATEGIC REVIEW PROCESS<\/strong>\n      <\/p>\n<p>Our Board has made significant progress to date in its strategic review of opportunities to enhance value for all stockholders. Working together with our financial advisor, Canaccord Genuity LLC, and legal advisor, Dechert LLP, our Board has been driving a thorough process. We received bids from more than 15 companies, and we are currently in the process of identifying and negotiating the most compelling, value-enhancing transaction for <strong>ALL<\/strong> Diffusion stockholders. While we cannot provide any assurance as to the ultimate outcome of this strategic review process, we are very encouraged by the level of response received from interested parties. Our Board and management team are highly motivated to complete this process expeditiously and bring an attractive opportunity to our stockholders as soon as possible within a reasonable timeframe.<\/p>\n<p align=\"center\">\n        <strong>DIFFUSION\u2019S BOARD IS LEVERAGING RELEVANT EXPERIENCE IN CONDUCTING THE STRATEGIC REVIEW<\/strong>\n      <\/p>\n<p>Our Board is currently composed of uniquely qualified leaders with public company senior leadership experience, including at the C-level in Fortune 50 companies. A majority of our directors are independent, and multiple directors \u2013 including our Board Chair and our Chief Executive Officer &#8212; have been added to the Board since the beginning of 2020. During this same timeframe, our Board has also overseen significant changes to our management team, with four of our five current executive officers appointed to their position since September 2020.<\/p>\n<p>Our Board is highly engaged and actively overseeing the strategic review process. Stockholders should not be misled by LifeSci\u2019s claims and self-serving campaign: this is <strong>NOT<\/strong> a board that is entrenching itself. To the contrary, the Board is diligently reviewing a range of potential transactions that will likely involve significant changes in the composition of the Board, including a sale of the Company.<\/p>\n<p>Our current directors have a broad industry network and a deep understanding of pharmaceutical dealmaking that will be key to negotiating a transaction that maximizes value for <strong>ALL<\/strong> stockholders, and our board\u2019s experience has been invaluable in carefully evaluating the proposals received from interested parties to date. Furthermore, unlike the destructive and conflict-riddled special purpose acquisition company (\u201cSPAC\u201d) mergers led by LifeSci in recent years that are described below, our Board is being advised on this process by a highly qualified team of independent financial, legal and other advisors.<\/p>\n<p>LifeSci\u2019s nominees on the other hand, with their resumes in the ammunitions industry, lobbying and private consulting, SPACs or solar technology \u2013 as well as various affiliations with LifeSci and its principals \u2013 lack any relevant industry relationships, knowledge or experience that could credibly generate any value for stockholders or pursue anything other than advancing LifeSci\u2019s self-serving agenda.<\/p>\n<p>Particularly given the poor quality of LifeSci\u2019s nominees, as well as LifeSci\u2019s questionable motives and misleading statements in its past dealings with the Company, we believe any changes to our Board at this critical juncture threaten to seriously jeopardize the progress and momentum of the ongoing strategic review process.<\/p>\n<p align=\"center\">\n        <strong>LIFESCI HAS A TROUBLING HISTORY OF STOCKHOLDER VALUE DESTRUCTION AND SELF-DEALING<\/strong>\n      <\/p>\n<p>LifeSci is a nebulous organization with a dismal track record in the public biopharmaceutical space. Its motivations and actions are highly unorthodox and laden with conflicts of interest. In contrast to the Board\u2019s strategic review, we can only guess how LifeSci\u2019s actions are intended to generate value for Diffusion\u2019s other stockholders, as they have yet to surface any credible proposal, only opaque and ever-changing half-truths regarding their intentions.<\/p>\n<p>For example, LifeSci misled Diffusion\u2019s management team throughout the parties\u2019 correspondence. It first indicated that it was a LifeSci client (rather than <strong>LifeSci itself<\/strong>) that was acquiring a position in our stock, then presented Diffusion with an unsolicited, lowball acquisition offer purportedly on behalf of a client, only to turn around and nominate a slate of inexperienced director nominees on its own behalf while the company is in the middle of a strategic review, a process in which \u2013 despite its earlier requests that Diffusion consider certain unnamed strategic alternatives with one of its clients &#8212; LifeSci has refused to allow its purported client to participate. In fact, the same company on behalf of which LifeSci purportedly submitted the unsolicited offer subsequently approached Diffusion <strong>through a different investment bank<\/strong> about potentially participating in the Company\u2019s process.<\/p>\n<p>LifeSci\u2019s public statements regarding Diffusion have been equally confusing and misleading. For example, among other misrepresentations in LifeSci\u2019s recently filed preliminary proxy statement:<\/p>\n<ul type=\"disc\">\n<li>LifeSci claims that Mr. Dobkin\u2019s outreach to Diffusion on May 26, 2022 was on behalf of, \u201can unaffiliated client.\u201d However, in Mr. Dobkin\u2019s e-mail to management, he stated that his outreach was on behalf of, \u201cone of your larger shareholders.\u201d Based on LifeSci Master Fund\u2019s transaction history, it appears this \u201cclient\u201d was not an unaffiliated entity at all, but rather <strong>LifeSci itself<\/strong>.\n<\/li>\n<li>LifeSci claims that the intent of its outreach was to encourage Diffusion to undertake a review of certain strategic alternatives. However, Diffusion was already engaged in just such a process at the time of LifeSci\u2019s outreach, has publicly reported its significant progress in that process over the ensuing months, and has invited LifeSci\u2019s clients to participate in a competitive bid process on numerous occasions. Despite this, LifeSci declined to participate in the process and instead made the decision to nominate an alternate slate of directors on its own behalf without any further rationale.\n<\/li>\n<li>LifeSci claims that Diffusion refused to engage with LifeSci beginning on September 27, 2022. On the contrary, it was LifeSci who went dark from this point on, continuing its refusal to provide additional details regarding the types of transactions their purported clients were proposing before submitting their client\u2019s unsolicited offer.<\/li>\n<\/ul>\n<p>One thing is crystal clear: in the public biopharma markets, LifeSci\u2019s record is abysmal. LifeSci has demonstrated on multiple occasions that it is ill-equipped to evaluate and identify value-enhancing alternatives or oversee a successful M&amp;A process. Particularly demonstrative of LifeSci\u2019s penchant for underperforming transactions and destroying stockholder value is their recent experience as both a sponsor and financial advisor on a variety of SPAC merger transactions in the life sciences sector:<\/p>\n<ul type=\"disc\">\n<li>The LifeSci-affiliated vehicle, LifeSci Acquisition Corp. (\u201cLSAC\u201d),<sup>1<\/sup> for which David Dobkin served as CFO, merged with Vincerx Pharma and its stock price has dropped from the merger closing price of $19.00 on December 23, 2020 to $0.71 as of December 2, 2022, a <strong>decline of approximately 96%.<\/strong>\n<\/li>\n<li>The LifeSci-affiliated, LifeSci Acquisition II Corp.,<sup>2<\/sup> for which David Dobkin served as CFO, merged with Science 37 and its stock price has dropped from the merger closing price of $9.01 on October 6, 2021 to $0.60 as of December 2, 2022, a <strong>decline of approximately 93%<\/strong>.\n<\/li>\n<li>The LifeSci-affiliated, Petra Acquisition Corp. (\u201cPetra\u201d),<sup>3<\/sup> an entity with past affiliations to LifeSci Capital, David Dobkin (as both a director of Petra and in his capacity as a managing director of LifeSci Capital), and one of its director nominees, Jessica M. Lockett, who served as counsel to Petra, merged with Revelation Biosciences Inc. and its stock price has dropped from the merger closing price of $8.32 on January 10, 2022 to $0.22 as of December 2, 2022, a <strong>decline of approximately 97%<\/strong>.\n<\/li>\n<\/ul>\n<p align=\"center\" \/>\n<p>\n        <strong><br \/>\n          <em>In the aggregate, these three LifeSci-led merger transactions have resulted in stockholder losses exceeding <\/em><br \/>\n        <\/strong><br \/>\n        <strong><br \/>\n          <em><br \/>\n            <u>$1.3 BILLION<\/u><br \/>\n          <\/em><br \/>\n        <\/strong><br \/>\n        <strong><br \/>\n          <em> over the last two years, drastically underperforming the broader life sciences market.<\/em><br \/>\n        <\/strong>\n      <\/p>\n<p>Despite this record of stockholder value destruction, in those same transactions, LifeSci extracted millions of dollars for itself through investment banking fees, advisory fees and a tangled web of additional related party relationships by hiring one or more of LifeSci\u2019s countless affiliates to act in various other roles, such as financial advisor, underwriter, and administrative services provider. In the quintessential example of LifeSci\u2019s self-interested investing style, LifeSci Capital is currently suing Revelation seeking to recover more than $5 million in investment banking fees \u2013 an amount that would effectively drain all of Revelation\u2019s cash reserves \u2013 despite the fact that LifeSci itself held approximately 7% of Revelation\u2019s outstanding stock at the time the suit was filed.<\/p>\n<p>In all three of the transactions identified above, the merger parties were purportedly introduced through a combination of Mr. Paul Yook, the chief investment officer of LifeSci\u2019s venture capital funds, and Mr. Dobkin. In two of those transactions \u2013 Science 37\/LSAQ and Revelation\/Petra \u2013 in parallel with the SPAC\u2019s formation and capital raising activities, Mr. Yook\u2019s funds made pre-merger investments in the private operating companies at valuations significantly below the valuations assigned to the company by LifeSci Capital, in its capacity as a financial advisor on the transactions, and the parties thereto for purposes of the subsequent business combination.<\/p>\n<p>In certain cases, LifeSci also benefitted from sponsor arrangements which allow SPAC sponsors to buy shares for pennies on the dollar and, in many cases, sell those shares at temporarily inflated valuations following a business combination transaction.<\/p>\n<p align=\"center\">\n        <strong>LIFESCI PRESENTED AN UNSOLICITED OFFER REPRESENTING APPROXIMATELY HALF OF DIFFUSION\u2019S CASH POSITION AND HAS REPEATEDLY REFUSED TO ENGAGE WITH OUR BOARD<\/strong>\n      <\/p>\n<p>If LifeSci were interested in value creation for all stockholders, why haven\u2019t any of their purported clients joined the strategic review process? Why was LifeSci unwilling to sign a customary non-disclosure agreement that more than 15 participants in the process were willing to sign? Why did LifeSci amend its proxy statement to disclose that <strong>Mr. Dobkin, the portfolio manager of LifeSci Master Fund,<\/strong> \u201c<strong>will be entitled to receive certain fees and related compensation in the event that the Company completes a transaction with any of [LifeSci] Capital\u2019s investment banking clients<\/strong>,\u201d due to the fact that he also serves as a managing director for LifeSci Capital?<\/p>\n<p>LifeSci, rather than constructively engaging in the Company\u2019s robust process, has instead chosen to selectively engage with Diffusion offering vague notions of pursuing unidentified potential transactions with unidentified counterparties. Moreover, throughout its interactions with Diffusion, LifeSci has obfuscated and misled Diffusion regarding on whose behalf it was acting, repeatedly insinuating that LifeSci was acting on behalf of \u201cclient-stockholder\u201d when in fact it was LifeSci itself who was acquiring our stock.<\/p>\n<p>Following a period of silence after going dark in late September, LifeSci presented an unsolicited offer, on behalf of one if its purported clients, to purchase all of Diffusion\u2019s outstanding common stock for $6.58 per share, or an aggregate purchase price of approximately $13.4 million, effectively seeking to use Diffusion\u2019s own cash to buy out Diffusion\u2019s other stockholders.<sup>4<\/sup> This offer represented an approximate <strong>48% discount to our cash position<\/strong> of $25.9 million<sup>5<\/sup> as of September 30, 2022, effectively provided no value for the Company\u2019s trans sodium crocetinate assets, and offered no opportunity for Diffusion stockholders to participate in potential future upside of the enterprise. This is disturbing if this is the new promise of value creation that LifeSci\u2019s nominees hold for us as stockholders and contradictory to their own public statements regarding the significant potential value of Diffusion\u2019s assets.<\/p>\n<p>After deliberation and in consultation with its advisors, and in the exercise of its fiduciary duty to protect the interests of <strong>ALL<\/strong> Company stockholders, our Board rejected LifeSci\u2019s offer as woefully inadequate.\u00a0In our letter to LifeSci rejecting the offer, the Board encouraged LifeSci to have its client participate in Diffusion\u2019s strategic review, but LifeSci\u2019s affiliates once again refused to enter into the customary non-disclosure agreement signed by more than 15 parties. LifeSci then went silent. This unwillingness to negotiate at all raises further questions about the true intent behind LifeSci\u2019s strategy. Diffusion was particularly surprised when a different investment bank approached Diffusion regarding having this same company join our review process.<\/p>\n<p>A few weeks later, in the middle of the strategic review process and in another potentially destructive attempt to take advantage of Diffusion and its stockholders, LifeSci announced on November 17, 2022, the commencement of a proxy contest on its own behalf, nominating a slate of directors for election at our upcoming annual meeting of stockholders.<\/p>\n<p>We believe that <strong>LifeSci is engaged in another attempt to undertake a conflicted, value-destructive transaction<\/strong> and is using Diffusion\u2019s annual meeting to <strong>cause confusion and<\/strong><strong>disrupt the positive progress <\/strong>made during the strategic review process so far in hopes of achieving an alternative, self-serving outcome.<\/p>\n<p align=\"center\">\n        <strong>LIFESCI\u2019S NOMINEES LACK PUBLIC COMPANY BOARD EXPERIENCE THAT WILL BE CRITICAL TO OVERSEEING A SUCCESSFUL COMPLETION OF THE STRATEGIC REVIEW PROCESS<\/strong>\n      <\/p>\n<p>While LifeSci\u2019s public company experience is checkered with conflicts of interest and poor results, the public company experience of its director nominees is virtually non-existent. Only two of LifeSci\u2019s nominees have any experience sitting on public company boards, but that experience does not inspire confidence:<\/p>\n<ul type=\"disc\">\n<li>Ms. Jessica M. Lockett has served on the board of directors of an ammunition company, Ammo, Inc, since December 2020. In August 2022, one of Ms. Lockett\u2019s fellow directors launched a proxy contest seeking to replace her on the board with one of his own nominees. Her seat on the board was only assured after Ammo subsequently entered into a settlement agreement with the other director.\n<\/li>\n<li>Dr. John S. Ziegler MD\u2019s only previous public company board experience consists of approximately one year serving on the board of directors of LifeSci Acquisition Corp. at a time when it was effectively a shell company. In September 2020, he and his fellow directors approved the value-destroying merger with Vincerx.<\/li>\n<\/ul>\n<p>Furthermore, of the six LifeSci nominees, <strong>ZERO<\/strong> have held an executive role at a publicly traded pharmaceutical company and <strong>three<\/strong> have never worked in the healthcare industry at all. Further, LifeSci has nominated individuals with seemingly no connection to pharmaceutical development, instead involved as consultants and advisors to solar, real estate and technology industries.<\/p>\n<p>Our board is committed to protecting the interests and maximizing long-term value for <strong>ALL <\/strong>Diffusion stockholders. We believe that the election of any directors from LifeSci\u2019s slate threatens to seriously jeopardize the progress of our strategic review process, and therefore, <strong>we strongly urge stockholders to vote the WHITE proxy card in favor of Diffusion\u2019s highly qualified and experienced nominees<\/strong>.<\/p>\n<p align=\"justify\">On behalf of the Board of Directors, we thank you for your continued investment in Diffusion.<\/p>\n<p align=\"justify\">Sincerely,<\/p>\n<p align=\"justify\">Robert J. Cobuzzi, Jr., Ph.D.<br \/>Jane H. Hollingsworth<\/p>\n<p align=\"justify\">\n        <em>If you have any questions or need assistance in voting your shares, please contact Innisfree M&amp;A Incorporated, Inc., our proxy solicitor, at (877) 456-3402.<\/em>\n      <\/p>\n<p>\n        <strong>About Diffusion Pharmaceuticals Inc.<\/strong>\n      <\/p>\n<p>Diffusion Pharmaceuticals Inc. is a biopharmaceutical company developing novel therapies to enhance the body\u2019s ability to deliver oxygen to areas where it is needed most. Diffusion\u2019s lead product candidate, TSC, is being investigated to enhance the diffusion of oxygen to tissues with low oxygen levels, also known as hypoxia, a serious complication of many of medicine\u2019s most intractable and difficult-to-treat conditions, including hypoxic solid tumors like GBM. For more information, please visit us at www.diffusionpharma.com.<\/p>\n<p>\n        <strong>Forward-Looking Statements<\/strong><\/p>\n<p>This press release includes express and implied forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including: the timing and potential outcome of the Company\u2019s ongoing strategic alternative review process; the potential therapeutic value of TSC in cancer and non-cancer indications; anticipated timelines for the initiation, completion, and announcement of data from Study 200-208; the Company\u2019s ongoing and planned clinical trials; the Company\u2019s near-term strategic priorities with respect to the development of TSC and otherwise; and the Company\u2019s anticipated cash runway. The Company may, in some cases, use terms such as \u201cbelieves,\u201d \u201cestimates,\u201d \u201canticipates,\u201d \u201cexpects,\u201d \u201cplans,\u201d \u201cintends,\u201d \u201cmay,\u201d \u201ccould,\u201d \u201cmight,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201capproximately,\u201d or other words that convey uncertainty of future events or outcomes 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 risks and uncertainties, known and unknown, many of which are beyond the Company\u2019s control and, as a result, the Company\u2019s actual results could differ materially from those expressed or implied in any forward-looking statement. Particular risks and uncertainties include, among other things, those related to: the Company\u2019s ongoing strategic alternative review process; the novelty of the Company\u2019s Oxygenation Trials\u2019 design and endpoints, the relevance of trends observed in those studies to any indication, including hypoxic solid tumors, and the therapeutic value of TSC; the optimal doses and dosing regimens of TSC in connection with the potential treatment of GBM; the Company\u2019s ability to design, initiate, enroll, execute, and complete its planned studies evaluating TSC, including Study 200-208; the likelihood and timing of regulatory approval of TSC, if any, for the treatment of solid tumors complicated by hypoxia or any other indication, or the nature of any feedback the Company may receive from the U.S. Food and Drug Administration or other regulatory bodies; the impact of global supply chain disruptions on the Company\u2019s drug product manufacturing capabilities, clinical development program, and associated timelines; the Company\u2019s ability to identify, evaluate and execute potential business development transactional opportunities, if any; the Company\u2019s ability to protect and expand its intellectual property portfolio; the Company\u2019s access to capital resources: general economic, political, business, industry, and market conditions, including the ongoing COVID-19 pandemic, inflationary pressures, and geopolitical conflicts; and the other factors discussed under the heading \u201cRisk Factors\u201d in the Company\u2019s filings most recent Annual Report on Form 10-K and other filings with the U.S. Securities and Exchange Commission. Any forward-looking statements 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 undertakes no obligation to update any such statements after the date hereof.<\/p>\n<p>\n        <strong>Contacts<\/strong><\/p>\n<p>        <a href=\"https:\/\/www.globenewswire.com\/Tracker?data=hBXQwokNA746xjmqbM3uuqfiq17yPA7VdJXOhYlA28MSIeZVf_s24DrYSUm6oRN1MJuAMkJeCcWzLtGWu22rv5xa9SOB79Y6OwY7o5sL-TQ=\" rel=\"nofollow noopener\" target=\"_blank\">Gladstone Place Partners<\/a><br \/>\n        <br \/>Felipe Ucr\u00f3s <br \/>212-230-5930<\/p>\n<p><a href=\"https:\/\/www.globenewswire.com\/Tracker?data=A2rN9RCd-dMrXuwH1qFiTZS8nuMMPdXhN6QNHvCva8Y1k2-r-nBSFLfAkvm9xJEtelg7ur0sad-uslNsHd_kVToyS15vYKA4KPqPZ7rzA44=\" rel=\"nofollow noopener\" target=\"_blank\">Tiberend Strategic Advisors, Inc.<\/a>\u00a0<br \/>Daniel Kontoh-Boateng\/Jonathan Nugent<br \/><a href=\"https:\/\/www.globenewswire.com\/Tracker?data=LCq-nx2t20luTdZjWg01PYGmcMuH96kCgfaRMtxAJrtvzA9Xud8QxFSWCpHoR8zPLhAWAOiIWu-0AHqkexEekJXluDpwr2EL7YNGK5OsouM=\" rel=\"nofollow noopener\" target=\"_blank\">dboateng@tiberend.com<\/a><br \/><a href=\"https:\/\/www.globenewswire.com\/Tracker?data=rtkobHBHmYREmhjzr_iNUnDAP5h8Qc52ST0JZop9HWxJe0FXolmnD-Ig_t44A4q16zlE4t2fcTcrYePFalkbOzsTSa5UJDfk0F4AILyCyPo=\" rel=\"nofollow noopener\" target=\"_blank\">jnugent@tiberend.com<\/a><\/p>\n<p>\n        <strong>Important Additional Information Regarding Proxy Solicitation<\/strong>\n      <\/p>\n<p>\n        <strong>Diffusion intends to file a definitive proxy statement and associated WHITE proxy card with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) in connection with the solicitation of proxies for the Annual Meeting (the \u201cProxy Statement\u201d). Stockholders as of the record date of November 1, 2022 are eligible to vote at the Annual Meeting. Diffusion, its directors and certain of its executive officers will be participants in the solicitation of proxies from stockholders in respect of the Annual Meeting. Information regarding the names of Diffusion\u2019s directors and executive officers and their respective interests in Diffusion by security holdings or otherwise is set forth in Diffusion\u2019s proxy statement for the 2021 Annual Meeting of Stockholders, filed with the SEC on April 30, 2021, and the Company\u2019s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 18, 2022. To the extent holdings of such participants in Diffusion\u2019s securities have changed since the amounts set forth in the 2021 proxy statement, such changes have been reflected on Statements of Change in Ownership on Form 4 or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC. Details concerning the nominees of Diffusion\u2019s Board of Directors for election at the Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY\u2019S DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD, AND ANY SUPPLEMENTS THERETO, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain a copy of the definitive Proxy Statement and other relevant documents filed by Diffusion with the SEC free of charge from the SEC\u2019s website, www.sec.gov., or by directing a request by mail to Diffusion Pharmaceuticals Inc., Attention: Corporate Secretary, at 300 East Main Street, Suite 201, Charlottesville, Virginia 22902, via e-mail to proxyrequests@diffusionpharma.com, or by visiting the investor relations section of Diffusion\u2019s website, investors.diffusionpharma.com.<\/strong>\n      <\/p>\n<p>\n        <sup><br \/>\n          <em>1<\/em><br \/>\n        <\/sup><br \/>\n        <em> Now known as Vincerx Pharma, Inc. (\u201cVincerx\u201d) (NASDAQ: VINC).<\/em><br \/>\n        <br \/>\n        <sup><br \/>\n          <em>2<\/em><br \/>\n        <\/sup><br \/>\n        <em> Now known as Science 37 Holdings, Inc. (\u201cScience 37\u201d) (NASDAQ: SNCE).<\/em><br \/>\n        <br \/>\n        <sup>3<\/sup><br \/>\n        <em>Now known as Revelation Biosciences Inc. (\u201cRevelation\u201d) <\/em><br \/>\n        <em>(NASDAQ: REVB).<\/em><br \/>\n        <br \/>\n        <sup>4<\/sup><br \/>\n        <em>Based on 2,039,44<\/em><br \/>\n        <em>1<\/em><br \/>\n        <em> shares outstanding as of November 10, 2022.<\/em><br \/>\n        <br \/>\n        <sup>5<\/sup><br \/>\n        <em>Includes cash equivalents<\/em><br \/>\n        <em> and marketable securities.<\/em>\n      <\/p>\n<p>A\u00a0graphic accompanying this announcement is available at <a href=\"https:\/\/www.globenewswire.com\/Tracker?data=rT9d0lx2liv_Wa0UbFDQlK2J_BWzhF920xwVYjJ8A6KpSB6u3-tMyz7iHIZb6CUpX0a0CzXM-O7apBP_05u5IPiTrSVC-08sGhCmFIfjnHUzDLLdbbZH_BhFRkLki-dcaVV7z_Kv1tt4C7yX_rxIhiqBs0theTMWfH5a_6IOVvasw4rxN1KlhuEsP-bDXPoiSaEvYrJlY-hIIVmu5Mm5RjwG8l1LbOqnS8bCAqJ0JBaSj5f92L8EdiREbuP6rPF-l99GSGUzBKHFCfYFS2rXew==\" rel=\"nofollow noopener\" target=\"_blank\">https:\/\/www.globenewswire.com\/NewsRoom\/AttachmentNg\/34121b8e-7909-4692-8340-9cc3ca45d00e<\/a><\/p>\n<p>      <img decoding=\"async\" class=\"__GNW8366DE3E__IMG\" src=\"https:\/\/www.globenewswire.com\/newsroom\/ti?nf=ODcwODA1OCM1Mjk1NjEyIzIwMjg5NDM=\" \/><br \/>\n      <br \/>\n      <img decoding=\"async\" src=\"https:\/\/ml.globenewswire.com\/media\/Yjk4NjA1YzQtODMzZi00MDNmLWEyMzEtNTcyNTcyZjc0ZTAyLTEwNDA1MTQ=\/tiny\/Diffusion-Pharmaceuticals-Inc-.png\" \/>\n    <\/div>\n<div class=\"mw_contactinfo\"><\/div>\n","protected":false},"excerpt":{"rendered":"<p>Diffusion has a highly engaged and independent board that possesses the right skills and experience to execute the strategic review process Diffusion received bids from more than 15 companies participating in review process LifeSci invited to participate in review process on same terms as all other bidders following submission of client\u2019s unsolicited offer, but LifeSci instead chose to launch a proxy contest against our highly qualified board LifeSci\u2019s track record demonstrates a highly troubling pattern of self-dealing and stockholder value destruction, including more than $1.3 billion of stockholder losses in recent SPAC transactions Diffusion\u2019s board and management are fully committed to maximizing value for all stockholders through the completion of the strategic review process, notwithstanding LifeSci\u2019s self-serving attempts to disrupt &hellip; <\/p>\n<p class=\"link-more\"><a href=\"https:\/\/www.marketnewsdesk.com\/index.php\/diffusion-pharmaceuticals-sends-letter-to-stockholders-highlighting-strength-of-board-leadership-and-positive-progress-in-strategic-review-cautioning-stockholders-regarding-lifescis-history\/\" class=\"more-link\">Continue reading<span class=\"screen-reader-text\"> &#8220;Diffusion Pharmaceuticals Sends Letter to Stockholders Highlighting Strength of Board Leadership and Positive Progress in Strategic Review, Cautioning Stockholders Regarding LifeSci\u2019s History of Stockholder Value Destruction and Self-Dealing&#8221;<\/span><\/a><\/p>\n","protected":false},"author":2,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[],"tags":[],"class_list":["post-716425","post","type-post","status-publish","format-standard","hentry"],"yoast_head":"<!-- This site is optimized with the Yoast SEO plugin v27.8 - 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