Statement of Ownership (sc 13g)

Date : 06/03/2019 @ 12:40PM
Source : Edgar (US Regulatory)
Stock : Diffusion Pharmaceuticals Inc (DFFN)
Quote : 0.6202  0.0 (0.00%) @ 8:59AM

Statement of Ownership (sc 13g)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

(Amendment No.    )

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

Diffusion Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

253748305

(CUSIP Number)

May 23, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

 


 

CUSIP No. 253748305

 

 

 

13G

   

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Anson Funds Management LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

439,020

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

439,020

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

439,020

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.4% **

12  

TYPE OF REPORTING PERSON*

 

IA, PN

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

2


 

CUSIP No. 253748305

 

 

 

13G

   

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Anson Management GP LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

439,020

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

439,020

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

439,020

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.4% **

12  

TYPE OF REPORTING PERSON*

 

HC, OO

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

3


 

CUSIP No. 253748305

 

 

 

13G

   

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bruce R. Winson

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States Citizen

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

439,020

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

439,020

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

439,020

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.4% **

12  

TYPE OF REPORTING PERSON*

 

HC, IN

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

4


 

CUSIP No. 253748305

 

 

 

13G

   

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Anson Advisors Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ontario, Canada

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

439,020

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

439,020

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

439,020

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.4% **

12  

TYPE OF REPORTING PERSON*

 

CO

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

5


 

CUSIP No. 253748305

 

 

 

13G

   

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Amin Nathoo

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canadian Citizen

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

439,020

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

439,020

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

439,020

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.4% **

12  

TYPE OF REPORTING PERSON*

 

IN

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

6


 

CUSIP No. 253748305

 

 

 

13G

   

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Moez Kassam

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canadian Citizen

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

439,020

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

439,020

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

439,020

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ☐

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.4% **

12  

TYPE OF REPORTING PERSON*

 

IN

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

7


SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Anson Funds Management LP (d/b/a Anson Funds), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Bruce R. Winson, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc., an Ontario, Canada corporation, Mr. Amin Nathoo, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc., relating to Common Stock, par value $0.001 per share (the “Common Stock”), of Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Issuer”).

This Schedule 13G relates to the Common Stock of the Issuer purchased by a private fund to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors (the “Fund”). Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Fund and may direct the vote and disposition of the 439,020 shares of Common Stock held by the Fund. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 439,020 shares of Common Stock held by the Fund. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Winson may direct the vote and disposition of the 439,020 shares of Common Stock held by the Fund. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 439,020 shares of Common Stock held by the Fund.

 

Item 1(a)     Name of Issuer.
    Diffusion Pharmaceuticals Inc.
Item 1(b)     Address of Issuer’s Principal Executive Offices.
    1317 Carlton Avenue, Suite 200
    Charlottesville, VA, 22902
Item 2(a)     Name of Person Filing.
    Anson Funds Management LP, Anson Management GP LLC, Mr. Bruce R. Winson, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez Kassam
Item 2(b)     Address of Principal Business Office, or, if none, Residence.
    For Anson Funds Management LP, Anson Management GP LLC and Mr. Winson:
    5950 Berkshire Lane, Suite 210
    Dallas, Texas 75225
    For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam:
    155 University Ave, Suite 207
    Toronto, ON
    M5H 3B7

 

8


Item 2(c)      Citizenship or Place of Organization.
     Anson Funds Management LP is a limited partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Winson is a United States citizen. Anson Advisors Inc. is a corporation organized under the laws of Ontario, Canada. Mr. Nathoo and Mr. Kassam are each Canadian citizens.
Item 2(d)      Title of Class of Securities.
     Common Stock, par value $0.001 per share
Item 2(e)      CUSIP Number.
     253748305
Item 3      Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)

     Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

     Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

     Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

     Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

     An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

     An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

     A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

     A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

     A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

     Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4      Ownership .
    

(a)   Anson Funds Management LP, Anson Management GP LLC, Mr. Winson, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners

 

9


   

of 439,020 shares of Common Stock held by the Fund. The Fund holds common warrants relating to 439,020 shares of Common Stock, which are not currently exercisable due to a beneficial ownership limitation of 4.99%.

   

(b)   Anson Funds Management LP, Anson Management GP LLC, Mr. Winson, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam are the beneficial owners of 9.4% of the outstanding shares of Common Stock. This percentage is determined by dividing 439,020 by 4,696,405, the number of shares of Common Stock issued and outstanding as of May 23, 2019, as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission on May 28, 2019.

   

(c)   Anson Funds Management LP and Anson Advisors Inc., as the co-investment advisors to the Fund, may direct the vote and disposition of the 439,020 shares of Common Stock held by the Fund. Anson Management GP LLC, as the general partner of Anson Funds Management LP, may direct the vote and disposition of the 439,020 shares of Common Stock held by the Fund. As the principal of Anson Funds Management LP and Anson Management GP LLC, Mr. Winson may direct the vote and disposition of the 439,020 shares of Common Stock held by the Fund. Mr. Nathoo and Mr. Kassam, each as a director of Anson Advisors Inc., may direct the vote and disposition of the 439,020 shares of Common Stock held by the Fund.

Item 5     Ownership of Five Percent or Less of a Class.
    Inapplicable.
Item 6     Ownership of More Than Five Percent on Behalf of Another Person.
    Inapplicable.
Item 7     Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
    Inapplicable.
Item 8     Identification and Classification of Members of the Group.
    Inapplicable.
Item 9     Notice of Dissolution of Group.
    Inapplicable.
Item 10     Certification.
    For Anson Funds Management LP, Anson Management GP LLC and Mr. Winson:
    By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for

 

10


    the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
    For Anson Advisors Inc., Mr. Nathoo and Mr. Kassam:
    By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits     Exhibit 99.1
    Joint Filing Agreement dated June 3, 2019, by and among Anson Funds Management LP, Anson Management GP LLC, Mr. Winson, Anson Advisors Inc., Mr. Nathoo and Mr. Kassam.

 

11


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 3, 2019

 

ANSON FUNDS MANAGEMENT LP
By:   Anson Management GP LLC, its general partner
By:  

/s/ Bruce R. Winson

  Bruce R. Winson
  Manager
ANSON MANAGEMENT GP LLC
By:  

/s/ Bruce R. Winson

  Bruce R. Winson
  Manager

/s/ Bruce R. Winson

Bruce R. Winson
ANSON ADVISORS INC.
By:  

/s/ Amin Nathoo

  Amin Nathoo
  Director
By:  

/s/ Moez Kassam

  Moez Kassam
  Director

/s/ Amin Nathoo

Amin Nathoo

/s/ Moez Kassam

Moez Kassam

 

12

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