Item 1.01 Entry into a Material Definitive Agreement.
On
Upon the terms and subject to the conditions set forth in the Agreement, (i)
LifeSci Special Opportunities has agreed that, (x) it will irrevocably withdraw
its notices submitted to the Company in
Certain other principal terms of the Agreement include the following:
? LifeSci Special Opportunities agreed to irrevocably withdraw its demand to review the books and records of the Company under 8 Del. C. § 220. ? From the date of the Agreement and until the later of (x) the Company's consummation of an Extraordinary Transaction or (y)December 31, 2024 (such period, the "Standstill Period"), the members of LifeSci Special Opportunities and certain of their affiliates have agreed to refrain from, among other things, (i) acquiring or seeking to acquire any shares or other securities the Company, (ii) soliciting proxies in opposition of any recommendation or proposal of the Board, (iii) nominating persons for election to, or seeking to remove any persons from, the Board, (iv) seeking to initiate or join in any extraordinary transaction, including any merger, consolidation or business combination, and (v) commencing, encouraging or supporting any derivative action in the name of, or pursuing any class action against, the Company. ? The Company and LifeSci Special Opportunities each agreed to customary, mutual non-disparagement covenants for the duration of the Standstill Period. ? The Company agreed to reimburse LifeSci Special Opportunities for up to$50,000 in reasonable and documented out-of-pocket expenses incurred by LifeSci Special Opportunities in connection with its nomination of the LifeSci Nominees and the negotiation of the Agreement. ? The Company and LifeSci Special Opportunities each agreed to the issuance of the press release attached hereto as Exhibit 99.1.
Item 8.01 Other Events
On
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits Exhibit Description Number
10.1 Agreement, dated as ofDecember 15, 2022 , by and amongDiffusion Pharmaceuticals Inc ,LifeSci Special Opportunities Master Fund Ltd. ,LifeSci Special Opportunities Partners L.P. ,LifeSci Special Opportunities Offshore Fund, Ltd. ,LifeSci Special Opportunities Partners GP, LLC ,LifeSci Management Company LLC ,Pirate Cove Capital Ltd. andDavid Dobkin . 99.1 Press Release, issuedDecember 16, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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