Current Report Filing (8-k)

Date : 06/13/2019 @ 5:30PM
Source : Edgar (US Regulatory)
Stock : Diffusion Pharmaceuticals Inc. (MM) (DFFN)
Quote : 2.29  0.05 (2.23%) @ 11:00PM

Current Report Filing (8-k)



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 


 

Date of Report (Date of earliest event reported): June 1 3 , 201 9

 


 

DIFFUSION PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

000-24477

30-0645032

(State or other jurisdiction of incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

 

 

1317 Carlton Avenue, Suite 200

Charlottesville, Virginia

 

22902

(Address of principal executive offices)

(Zip Code)

 

(434) 220-0718

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

DFFN

NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company     ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 



 

 

 

 

 

Item 5.07 – Submission of Matters to a Vote of Security Holders

 

The 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Diffusion Pharmaceuticals Inc. (the “Company”) was held on June 13, 2019. A quorum was present at the Annual Meeting. Matters submitted to the stockholders and voted upon at the meeting, which are more fully described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2019 (the “Proxy Statement”), were: (1) to elect five persons to serve as directors until the Company’s next annual meeting of stockholders or until their respective successors are elected and qualified; (2) to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019; and (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers during the year ended December 31, 2018, as disclosed in the Proxy Statement. At the Annual Meeting, the Company’s stockholders approved each of the proposals, and the final results were as follows:

 

(1)

Election of five persons to serve as directors until the Company’s 2020 Annual Meeting of Stockholders or until their respective successors are elected and qualified:

 

 

  

For

   

Withheld

   

Broker Non-Votes

 

David G. Kalergis

  

 

720,807

     

48,972

     

1,861,817

  

John L. Gainer, Ph.D.

  

 

719,761

     

50,018

     

1,861,817

  

Robert Adams

  

 

685,150

     

84,629

     

1,861,817

  

Mark T. Giles

  

 

679,860

     

89,919

     

1,861,817

  

Alan Levin

  

 

682,206

     

87,573

     

1,861,817

  

 

 

(2)

Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019:

 

For

 

Against

   

Abstain

   

2,515,238

   

74,541

     

41,817

   

 

 

(3)

Approval, on an advisory basis, of the compensation of the Company’s named executive officers during the year ended December 31, 2018, as disclosed in the Proxy Statement:

 

For

 

Against

   

Abstain

   

Broker Non-Votes

639,616

   

110,297

     

19,866

     

1,861,817

 

 

Item 7.01 – Regulation FD Disclosure.

 

As of June 13, 2019, the Company’s cash and cash equivalents, net of accounts payable, were approximately $8.3 million.

 

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 13, 2019

DIFFUSION PHARMACEUTICALS INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/  David G. Kalergis

 

 

Name: David G. Kalergis

 

 

Title: Chief Executive Officer

 

              

 

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