Item 5.07 Submission of Matters to a Vote of Security Holders

The 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Diffusion Pharmaceuticals Inc. (the "Company" or "we") was held on December 30, 2022. Stockholders of record at the close of business on November 1, 2022 (the "Record Date") were entitled to vote at the Annual Meeting and, as of the Record Date, there were 2,039,442 shares of our common stock outstanding. At the Annual Meeting, the holders of 957,225 shares were present, virtually or by proxy, representing approximately 46.9% of the shares outstanding as of the Record Date and, accordingly, a quorum was present at the Annual Meeting.

The matters submitted to the Company's stockholders and voted upon at the meeting, which are more fully described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on, and mailed to stockholders of record on or about, December 5, 2022 (the "Proxy Statement"), as well as the results of each such vote were as follows:



  (1) Proposal No. 1 - To elect six persons to serve as directors until the
      Company's next Annual Meeting of Stockholders or until their respective
      successors are elected and qualified.

The election of each nominee pursuant to Proposal No. 1 required the affirmative vote of a plurality of the votes present and entitled to vote at the Annual Meeting and, accordingly, each nominee received the requisite number of votes for election at the Annual Meeting.



                         For       Withheld  Broker Non-Votes
Robert Adams             428,427   95,537    432,261

Robert J. Cobuzzi, Ph.D. 446,287 78,677 432,261 Mark T. Giles

            423,528   101,436   432,261

Jane H. Hollingsworth 449,572 75,392 432,261 Diana Lanchoney, M.D. 431,260 93,344 432,261 Alan Levin

               423,035   101,929   432,261



  (2) Proposal No. 2 - To ratify the selection of KPMG LLP as the Company's
      independent registered public accounting firm for the year ending December
      31, 2022.

The approval of Proposal No. 2 required the affirmative vote of a majority of the votes present and entitled to vote at the Annual Meeting and, accordingly, Proposal No. 2 received the requisite number of votes for approval at the Annual Meeting.



For     Against  Abstain
852,192 60,088   44,945



  (3) Proposal No. 3 - To approve, on an advisory basis, the compensation of the
      Company's named executive officers during the year ended December 31, 2021,
      as disclosed in the Proxy Statement.

The approval of Proposal No. 3 required the affirmative vote of a majority of the votes present and entitled to vote at the Annual Meeting and, accordingly, Proposal No. 3 received the requisite number of votes for approval at the Annual Meeting.



For     Against   Abstain  Broker Non-Votes
371,102 140,744   13,118   432,261

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