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): July 21, 2016

___________________

 

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.)

 

 

2020 Avon Court, #4

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))

 



 

 
 

 

 

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

 

The 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Diffusion Pharmaceuticals Inc. (the “Company”) was held on July 21, 2016. 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 Proxy Statement filed with the Securities and Exchange Commission on June 10, 2016 (the “Proxy Statement”), were: (1) to elect five persons to serve as directors until the Company’s 2017 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, 2016; (3) to approve, on an advisory basis, the compensation of the Company’s named executive officers during the year ended December 31, 2015, as disclosed in the Proxy Statement; (4) to approve an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the shares of the Company’s common stock, par value $0.001 per share, at a ratio of not less than 1-to-2 and not greater than 1-to-20, with the exact ratio and effective time of the reverse stock split to be determined by the Company’s Board of Directors, if at all; (5) to approve an amendment to the Company’s 2015 Equity Incentive Plan to increase the number of shares of the Company’s common stock available for issuance thereunder by (i) 2,500,000 shares immediately and (ii) 4.0% of the total shares of the Company’s common stock outstanding as of December 31 on each subsequent January 1 through the term of the plan; (6) to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 4. At the Annual Meeting, the Company’s stockholders approved the six proposals, and the final results were as follows:

 

(1)

Election of five persons to serve as directors until the Company’s 2017 Annual Meeting of Stockholders or until their respective successors are elected and qualified:

 

 

For

Withheld

Broker Non-Votes

David G. Kalergis

 

68,029,515

 

54,600

 

1,836,525

John L. Gainer, Ph.D.

 

68,009,515

 

74,600

 

1,836,525

Robert Adams

 

67,706,908

 

377,207

 

1,836,525

Mark T. Giles

 

68,021,922

 

62,193

 

1,836,525

Alan Levin

 

68,029,515

 

54,600

 

1,836,525

 

 

(2)

Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016:

 

For

Against

Abstain

69,864,997

 

26,512

 

29,131

 

 

(3)

Approval, on an advisory basis, of the compensation of the Company’s named executive officers during the year ended December 31, 2015, as disclosed in the Proxy Statement:

 

For

Against

Abstain

Broker Non-Votes

67,957,053

 

105,365

 

21,697

 

1,836,525

 

 

(4)

Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the shares of the Company’s common stock, par value $0.001 per share, at a ratio of not less than 1-to-2 and not greater than 1-to-20, with the exact ratio and effective time of the reverse stock split to be determined by the Company’s Board of Directors, if at all:

 

For

Against

Abstain

66,540,254

 

3,371,633

 

8,753

 

 
 

 

 

(5)

Approval of an amendment to the Company’s 2015 Equity Incentive Plan to increase the number of shares of the Company’s common stock available for issuance thereunder by (i) 2,500,000 shares immediately and (ii) 4.0% of the total shares of the Company’s common stock outstanding as of December 31 on each subsequent January 1 through the term of the plan:

 

For

Against

Abstain

Broker Non-Votes

65,389,228

 

1,355,861

 

1,339,026

 

1,836,525

 

 

(6)

Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 4:

 

For

Against

Abstain

68,386,245

 

199,817

 

1,334,578

 

 
 

 

 

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: July 22, 2016

DIFFUSION PHARMACEUTICALS INC.

 

 

 

By:

/s/ David G. Kalergis

 

 

Name: David G. Kalergis

 

 

Title: Chief Executive Officer