On April 18, 2022 Diffusion Pharmaceuticals Inc.(NASDAQ: DFFN) ("Diffusion" or the "Company"), a biopharmaceutical company developing novel therapies that enhance the body’s ability to deliver oxygen to areas where it is needed most, reported that it will effect a 1-for-50 reverse stock split of its common stock (Press release, Diffusion Pharmaceuticals, APR 18, 2022, View Source [SID1234612465]). The reverse stock split is expected to become effective at 5:59 p.m. Eastern Time on April 18, 2022, and the Company’s common stock is expected to commence trading on the Nasdaq Capital Market on a post-split basis at the opening of the market on April 19, 2022, pending confirmation by the Depository Trust Company and Nasdaq. The common stock will continue to trade under the Company’s existing trading symbol, "DFFN," and the new CUSIP number for the common stock following the reverse stock split will be 253748 404.
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Diffusion expects that the reverse stock split, which was approved by the Company’s stockholders at a special meeting earlier today, will increase the price per share of the Company’s common stock, and is part of the Company’s strategy to regain compliance with the $1.00 minimum bid price requirement of the Nasdaq Capital Market.
At the effective time of the reverse stock split, every fifty (50) shares of Diffusion’s issued, and outstanding common stock will be automatically converted into one (1) issued and outstanding share of common stock without any change in the par value of $0.001 per share or the total number of authorized shares. The reverse stock split will reduce the Company’s number of shares outstanding common stock from approximately 102 million shares to approximately 2 million shares. No fractional shares of common stock will be issued in connection with the reverse stock split, and stockholders who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. Proportional adjustments will also be made to the exercise prices and number of shares of common stock issuable upon the exercise of Diffusion’s stock options, restricted stock units, and warrants outstanding at the effective time, as applicable.
Additional information regarding the reverse stock split is available in the Company’s definitive proxy statement originally filed with the U.S. Securities and Exchange Commission on March 28, 2022, as amended.
Information for Diffusion Stockholders
The Company has retained an affiliate of its transfer agent, Computershare Trust Company, N.A. ("Computershare"), to act as the exchange agent for the reverse stock split. Computershare will provide stockholders of record holding certificates representing pre-split shares of the Company’s common stock as of the effective date with a letter of transmittal providing instructions for the exchange of stock certificates for post-split shares. Registered stockholders holding pre-split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the broker’s or nominee’s particular procedures for processing the reverse stock split.
If you have any questions regarding the exchange process, Computershare can be reached at 800-368-5948.