DIFFUSION PHARMA(DFFN) - 2025 Q1 - Quarterly Results

Stock Issuance and Sale - The Company plans to issue and sell up to $50,000,000 of common stock through Leerink Partners LLC as the Agent[1] - The common stock has a par value of $0.001 per share, and the issuance will be subject to the limitations set forth in the Agreement[1] - The Registration Statement for the common stock was filed with the SEC on October 3, 2024, and declared effective on October 10, 2024[2] - The Company will provide the Agent with copies of the base prospectus and the Prospectus Supplement related to the Placement Shares[2] - Each Placement will require a Placement Notice specifying the maximum number of shares, time period for sales, and any minimum price[4] - The Agent will use commercially reasonable efforts to sell the Placement Shares as per the terms of the Placement Notice[6] - Settlement for sales of Placement Shares will occur on the first Trading Day following the date of sale[10] - The Net Proceeds delivered to the Company will be the gross sales price minus the Agent's commission and any transaction fees[10] - The Company must deliver the Placement Shares electronically on or before each Settlement Date[11] - If the Company defaults on its obligation to deliver shares, it must return the Net Proceeds and indemnify the Agent for any losses incurred[11] - The Company has filed a Registration Statement with the Commission, which has been declared effective prior to the issuance of any Placement Notices[13] - The Company has filed a Notification of Listing of Additional Shares with Nasdaq regarding the Placement Shares[21] - The Placement Shares have been duly authorized for issuance and will be validly issued, fully paid, and nonassessable when delivered[26] - The issuance and sale of the Placement Shares will not be subject to any preemptive rights or similar rights[26] - The Company will use commercially reasonable efforts to list the Placement Shares on Nasdaq[86] - The Company will comply with all requirements imposed by the Securities Act and the Exchange Act to permit the sales of Placement Shares[105] - The Company will file a new shelf registration statement if any Placement Shares remain unsold by the third anniversary of the initial effective date[110] - The Company must notify the Agent if it is no longer eligible to use Form S-3 and file a new prospectus supplement within two business days[111] - The Company will indemnify the Agent against any documentary, stamp, or similar issue tax related to the sale of Placement Shares[113] - The Registration Statement must be effective for all offers and sales of Placement Shares issued pursuant to prior Placement Notices[114] - The Company is required to file the Prospectus Supplement with the Commission no later than the second business day following the date of the Agreement[115] - The Placement Shares must be approved for listing on Nasdaq or an application for listing must be filed prior to the First Placement Notice Date[128] - The Company reported a Material Adverse Effect that may impair the ability to sell Placement Shares[138] - The Company must deliver required certifications and opinions within 15 calendar days to avoid termination by the Agent[138] - The Agent can terminate the Agreement if trading in Placement Shares is suspended or limited on Nasdaq[138] - The Company has the right to terminate the Agreement with 10 days' notice at its discretion[139] - The Agreement will automatically terminate upon the issuance and sale of all Placement Shares[142] - The Company is obligated to reimburse the Agent's expenses even after termination[144] - The Agent is not liable for any settlement without its written consent[139] - The Company and the Agent will contribute to total losses in proportion to the benefits received from the sale of Placement Shares[135] Compliance and Legal Matters - The Company is in compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, and its Common Stock is listed on Nasdaq[21] - The Company has not received any notice from the Commission objecting to the use of the shelf registration statement form[13] - The Company is not considered an "ineligible issuer" as defined in Rule 405[16] - The Company has filed all required federal income tax returns and paid all taxes due, with no material tax deficiencies expected[42] - The Company is not in violation of any organizational documents or agreements that would have a material adverse effect[39] - There are no pending legal proceedings that could reasonably be expected to have a material adverse effect on the Company's operations[37] - The Company has not incurred any material liabilities or obligations outside the ordinary course of business[33] - The Company is not classified as an "investment company" under the Investment Company Act of 1940[29] - The Company has obtained all necessary consents and approvals for the execution and delivery of agreements related to its operations[30] - The Company has no knowledge of any labor disputes that could have a material adverse effect on its operations[43] - The Company and its Subsidiaries are not subject to any sanctions and have not engaged in dealings with sanctioned entities[59] - The Company has conducted all research and clinical trials in accordance with applicable laws and standards, with no material unexpected adverse events reported[65] - The Company is in full compliance with all applicable laws and regulations regarding the development and distribution of its products, with no adverse findings from regulatory authorities[62] - There are no ongoing legal proceedings that could materially affect the Company or its Subsidiaries, and no claims have been received alleging violations of applicable laws[63] - The Company has not engaged in any unlawful payments or actions that would violate anti-corruption laws[55] - The Company is compliant with financial recordkeeping and reporting requirements, with no pending investigations related to money laundering laws[58] - The Company has filed all necessary patents and trademarks and is in compliance with the PTO's duty of candor and disclosure[80] Financial Condition and Reporting - The financial statements present a fair and accurate representation of the consolidated financial position of the Company and its Subsidiaries, prepared in compliance with GAAP[36] - There has been no material adverse change in the financial condition or operations of the Company and its Subsidiaries since the last reporting period[33] - The Company has not distributed any offering material other than the Registration Statement and the Prospectus in connection with the offering of the Placement Shares[19] - The interactive data in eXtensible Business Reporting Language included in the Registration Statement fairly presents the required information[20] - The Company will make generally available an earnings statement covering a 12-month period within 15 months after the end of the current fiscal quarter[88] - All financial projections included in the Registration Statement were made in good faith and are accompanied by cautionary statements regarding potential risks[74] - The Company does not possess any material non-public information[181] - The maximum amount of Placement Shares authorized for sale has been duly approved by the Company's board of directors[181] Insurance and Property - The Company and its Subsidiaries are insured by reputable institutions with adequate coverage for risks including theft and clinical trial liability claims[45] - The Company holds good and marketable title to all real and personal property material to its business, free of significant liens or encumbrances[46] - The Company possesses all necessary permits required by regulatory agencies to conduct its business, with no material adverse effects expected from non-compliance[47] - The Company maintains accurate books and records, ensuring compliance with GAAP and internal accounting controls[48] - The Company has established effective disclosure controls and procedures, with no material weaknesses reported in internal control over financial reporting[50] - The Company will maintain insurance covering risks that are reasonable and customary for its business[102] Agreement and Relationship with Agent - The Agreement is governed by the laws of the State of New York, and any disputes will be adjudicated in the state and federal courts in New York City[162] - The Agent may assign its rights and obligations under the Agreement to an affiliate without the Company's consent, provided the affiliate is a registered broker-dealer[148] - The Company acknowledges that no fiduciary or advisory relationship has been created between the Company and the Agent[160] - The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements regarding the subject matter[151] - All stock-related numbers in the Agreement will be adjusted for any stock splits or similar events[149] - The Company has the capability to evaluate and understand the terms, risks, and conditions of the transactions contemplated by the Agreement[160] - The Agent is prohibited from providing any information gained in connection with the Agreement to third parties without the Company's written consent[163] - The Company has waived any claims against the Agent for breach of fiduciary duty in connection with the transactions contemplated by the Agreement[160] - The Agreement may be executed in multiple counterparts, each of which will be deemed an original[162] - The Company has complied with all agreements and satisfied all conditions as per the Sales Agreement[178]