Diffusion Pharmaceuticals Announces Closing of $30 Million Bought Deal Offering of Common Stock
February 17 2021 - 4:13PM
Diffusion Pharmaceuticals Inc. (NASDAQ:
DFFN) (“Diffusion” or the “Company”), an innovative
biopharmaceutical company developing novel therapies to deliver
oxygen to areas of the body where it is needed most, announced
today the closing of its previously announced underwritten public
offering of 29,268,294 shares of its common stock at a price to the
public of $1.025 per share, less underwriting discounts and
commissions. As previously announced, the Company has granted the
underwriter a 30-day option to purchase up to 4,390,244 additional
shares of its common stock at the public offering price, less
underwriting discounts and commissions.
H.C. Wainwright & Co. acted as the sole
book-running manager for the offering.
The gross proceeds to Diffusion from the
offering were approximately $30,000,000, before deducting
underwriting discounts and commissions and offering expenses
payable by Diffusion and assuming no exercise of the underwriter’s
option to purchase additional shares. Diffusion intends to use the
net proceeds of the offering to fund research and development of
its lead product candidate, trans sodium crocetinate, including the
TCOM Study, the DLCO Study, and other clinical trial activities,
and for general corporate purposes.
The shares of common stock described above were
offered by the Company pursuant to a "shelf" registration statement
on Form S-3 (File No. 333-249057) filed with the Securities and
Exchange Commission (SEC) and declared effective on October 2, 2020
and the accompanying prospectus contained therein. The offering of
the shares of common stock was being made only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A final prospectus supplement
and the accompanying prospectus relating to the offering were filed
with the SEC and are available on the SEC's website
at www.sec.gov and may also be obtained by contacting H.C.
Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York,
NY 10022, by e-mail at placements@hcwco.com or by calling
646-975-6996.
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
biopharmaceutical company developing novel therapies to deliver
oxygen to areas of the body where it is needed most. Diffusion’s
lead product candidate, TSC, is being developed to enhance the
diffusion of oxygen to tissues with low oxygen levels, also known
as hypoxia, a serious complication of many of medicine’s most
intractable and difficult-to-treat conditions. In addition to TSC,
Diffusion’s product candidate DFN-529, a novel PI3K/Akt/mTOR
pathway inhibitor, is in early-stage development. For more
information, please visit us at www.diffusionpharma.com.
Forward-Looking Statements
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
regarding the anticipated use of proceeds from the offering and
potential exercise of the underwriter’s 30-day option to purchase
additional shares. The Company may, in some cases, use terms such
as “believes”, “estimates”, “anticipates”, “expects”, “plans”,
“intends”, “may”, “could”, “might”, “will”, “should”,
“approximately”, 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’s control, and as
a result the Company’s actual results could differ materially from
those expressed or implied in any forward-looking statement.
Particular risk and uncertainties include, among other things,
those related to: the intended use of net proceeds from the public
offering; the potential exercise of the underwriters’ option to
purchase additional shares; the Company’s ability to design,
initiate, execute, and complete its ongoing and planned studies
evaluating TSC; the Company’s ability to obtain additional
financing; the Company’s ability to develop and commercialize TSC
or any other product candidate; the ongoing COVID-19 pandemic;
general economic, political, business, industry, and market
conditions; and the other factors discussed under the heading “Risk
Factors” in the Company’s filings with the U.S. Securities and
Exchange Commission (“SEC”). 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.
Contacts
Investors: Tiberend
Strategic Advisors, Inc. Maureen McEnroe, CFA/Miriam Weber
Miller (212) 375-2664/ (212) 375-2694
mmcenroe@tiberend.com/mmiller@tiberend.com
Media: Jeffrey Freedman
RooneyPartners (646) 432-0191
jfreedman@rooneyco.com
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