Diffusion Pharmaceuticals Inc. (DFFN) Stock Message Board

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Last Post: 5/18/2017 9:59:18 AM - Followers: 21 - Board type: Free - Posts Today: 0

BUYER BEWARE

THIS STOCK IS THE PARENT COMPANY OF PRO ELITE (PELE) WHICH HAS

BEEN REVOKED BY THE SEC.

IN 2009 THIS STOCK TRADED @ $2.50 DUE TO BAD DECISIONS AND LOTS OF DILUTION IT'S TRADING @ .15 IN 2013.. DON'T GET SNAKE BIT!!

http://www.pacbiztimes.com/2012/08/24/stratus-hits-brakes-on-car-shows-amid-shakeup/
Cash and equivalents $ 13,172

Three Months Ended
March 31,

Net loss $ (2,478,742 )

4. Litigation
In March 2011, four of our shareholders filed an action in Superior Court of California, in Santa Barbara County (lead plaintiff is Howell Douglas Wood ("Wood")), against us, our Chief Executive Officer and Chief FinancialOfficer and its outside directors. The complaint alleges violations of the California Corporations Code relating to the issuance of securities to the plaintiffs, fraud, breach of fiduciary duty, breach of contract, and breach of the covenant of good faith and fair dealing relating to the handling of requests by the plaintiffs to sell their shares. The complaint seeks unspecified compensatory and punitive damages, recovery of attorney fees and costs and certain equitable relief. We believe that the claims are without merit and have been aggressively defending the action. The company has filed a demurrer to the operative complaint (which is the second amended complaint), and no trial date has been set.
In November 2011, 12 additional shareholders filed an action in Superior Court of California, in Santa Barbara County (lead plaintiff is Jeffrey Tuttle), against us, our Chief Executive Officer and Chief Financial Officer and its outside directors. This complaint was filed by the same law firms as the Wood complaint, and is similar to the Wood complaint. As with the Wood complaint, the Tuttle complaint alleges violations of the California Corporations Code relating to the issuance of securities to the plaintiffs, fraud, breach of fiduciary duty, breach of contract, and breach of the covenant of good faith and fair dealing relating to the handling of requests by the plaintiffs to sell their shares. The complaint seeks unspecified compensatory and punitive damages, recovery of attorney fees and costs and certain equitable relief. We believe that the claims are without merit and have been aggressively defending the action. The Company filed a demurrer to the operative complaint (which is the first amended complaint), and no trial date has been set.
In September 2011, Maier & Company, Inc., filed a lawsuit against the Company and PSEI for alleged breach of a consulting agreement. In November of 2011, a default judgment was entered for $117,165 against both the Company and PSEI. In January of 2012, the Company and PSEI filed a motion to set aside the default and default judgment. That motion was granted, and the Company and PSEI filed an answer to the complaint. The parties have since entered into an agreement to stay discovery or other activity until the parties conduct a mediation in June 2012.
In February 2012, Maverick Apparel Printing, LLC, filed a lawsuit against the Company for alleged breach of a contract for the provision of goods, and seek $25,694, plus interest, fees and costs. The Company filed an answer to the complaint. A case management conference is set for June 2012, at which point the trial court may set a trial date.
11. Shareholders' Deficit
Series C 10% Preferred Stock
During 2010, the Company issued 18,365 shares of Series C 10% Preferred Stock ("Series C") for $454,799. Each share of Series C sold for $30, can be converted at any time into 20 shares of common stock and has voting rights of 20 shares of common stock. In connection with the issuance of Series C, the Company issued 124,990 warrants with a life of five years to purchase a share of common stock for $2.00 per share. The Series C has liquidation preference over common stock at a liquidation value of $30 and pays a cumulative dividendof 10% per year, payable on July 31 and December 31of each year that the Series C is outstanding. Interest payments may be made in cash or in common stock at the discretion of the Company. The Series C automatically convert into 20 shares of common stock when the closing price for a share of common stock is $5.00 or above and the average daily trading volume for the 10 previous trading days is above 200,000 shares. Given the losses recorded by the Company, the stock equivalents related to the Series C are not included in the calculation of earnings per share since the effect of such inclusion would be antidilutive.
Since the Series C contains an embedded conversion feature, the Company performed an analysis of the Series C under ASC 815 "Derivatives and Hedging." This analysis determined that the embedded conversion feature was not required to be bifurcated and accounted separately from the Series C because the economic risks and characteristics of the embedded conversion feature were clearly and closely related to the economic risks and characteristics of the host contract Series C, namely the risks of the common stock. The value of the beneficial conversion feature ("BCF") was $26,945, which was charged to equityat the time of issuance and was not included in the calculation of earnings per share. The BCF was calculated as the difference of the fair value of the conversion price and the intrinsic value of the preferred shares.
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The Series C contains a share adjustment provision that provides for additional shares to be issued if the 30-day volume weighted average price of the Company's common stock ("VWAP") is between $1.00 and $2.00 180 days after the purchase of Series C. If the VWAP is above $2.00, no action is taken. If the VWAP is between $1.00 to $2.00, additional shares are issued to the holder such that the total of the number of common shares issuable upon conversion, which is the number of Series C shares times 20 ("Conversion Shares"), plus the additional shares together equals the VWAP price equals the Conversion Shares times $2.00. If the VWAP is below $1.00 the number of additional shares are calculated as if the price were $1.00, not the actual VWAP. Once this 180-day period passes and the Company has issued the appropriate shares, if any, then Price Protection provisions of this Agreement will expire and the Company will be completely released from any future claims by the Purchaser related to this share adjustment provision.
The Company determined that derivative accounting for the embedded conversion and the share adjustment features were not required pursuant to ASC 815-10-15-74 because the features and the shares are indexed to the Company's own stock under ASC 815-40-15 (EITF Issue 07-5); the features can be classified in shareholders' equity under ASC 815-40 (EITF Issue 00-19, paragraphs 1-11) and that Series C is classified as a conventional convertible so the embedded conversion feature can be classified in stockholders' equity under ASC 815-40 (Issue 00-19, paragraphs 12-32). The determination was made by the Company that the Series C is a conventional convertible because the freestanding warrant is indexed to the company's own stock under ASC 815-40-15 (EITF Issue 07-5); the freestanding warrant is classified in shareholders' equity under ASC 815-40 (Issue 00-19, paragraphs 1-32); and the financial instrument does not include embedded puts and/or calls or other features that require bifurcation from the host contract under ASC 815.
As of December 31, 2011, all Series C Preferred Stock had been converted into common stock.
Series D 10% Preferred Stock
During 2010, the Company issued 5,700 shares of Series D 10% Preferred Stock ("Series D") for $170,921. Each share of Series C sold for $30, can be converted at any time into 60 shares of common stock and has voting rights of 60 shares of common stock. In connection with the issuance of Series D, the Company issued warrants to purchase 179,970 shares of common stock. The warrants have a life of five years to purchase a share of common stock for $1.00. The Series D has liquidation preference over common stock at a liquidation value of $30 and pays a cumulative dividend of 10% per year, payable on July 31 and December 31 of each year that the Series D is outstanding. Interest payments may be made in cash or in common stock at the discretion of the Company. The Series D automatically convert into 60 shares of common stock when the closing price for a share of common stock is $5.00 or above and the average daily trading volume for the 10 previous trading days is above 200,000 shares. Given the losses recorded by the Company, the stock equivalents related to the Series D are not included in the calculation of earnings per share since the effect of such inclusion would be antidilutive.
Since the Series D contains an embedded conversion feature, the Company performed an analysis of the Series C under ASC 815 "Derivatives and Hedging." This analysis determined that the embedded conversion feature was not required to be bifurcated and accounted separately from the Series D because the economic risks and characteristics of the embedded conversion feature were clearly and closely related to the economic risks and characteristics of the host contract Series D, namely the risks of the common stock. The value of the BCF was $26,945 which was charged to equity at the time of issuance and was not included in the calculation of earnings per share. The BCF was calculated as the difference of the fair value of the conversion price and the intrinsic value of the preferred shares.
The Series D contains a share adjustment provision that provides for additional shares to be issued if the thirty-day volume weighted average price of the Company's common stock ("VWAP") is between $0.50 and $1.00 180 days after the purchase of Series D. If the VWAP is above $1.00, no action is taken. If the VWAP is between $0.50 to $1.00, additional shares are issued to the holder such that the total of the number of common shares issuable upon conversion, which is the number of Series D shares times 60 ("Conversion Shares"), plus the additional shares together equals the VWAP price equals the Conversion Shares times $1.00. If the VWAP is below $0.50 the number of additional shares are calculated as if the price were $0.50, not the actual VWAP. Once this 180-day period passes and the Company has issued the appropriate shares, if any, then Price Protection provisions of this Agreement will expire and the Company will be completely released from any future claims by the Purchaser related to this share adjustment provision. The price protection provisions have expired.
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The Company determined that derivative accounting for the embedded conversion and the share adjustment features was not required pursuant to ASC 815-10-15-74 because these features are indexed to the Company's own stock under ASC 815-40-15 (EITF Issue 07-5); the features can be classified in shareholders' equity under ASC 815-40 (EITF Issue 00-19, paragraphs 1-11) and that Series D is classified as a conventional convertible so the features can be classified in stockholders' equity under ASC 815-40 (Issue 00-19, paragraphs 12-32). The determination was made by the Company that the Series D is a conventional convertible because the freestanding warrant is indexed to the company's own stock under ASC 815-40-15 (EITF Issue 07-5); the freestanding warrant is classified in shareholders' equity under ASC 815-40 (Issue 00-19, paragraphs 1-32); and the financial instrument does not include embedded puts and/or calls or other features that require bifurcation from the host contract under ASC 815.
As of March 31, 2012 and December 31, 2011, 18,999 shares of Series D Preferred Stock were outstanding.
Series E 5% Preferred Stock
On May 24, 2011, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with eight investors (collectively, the "Investors") pursuant to which the Company sold the Investors 8,700 shares of a new series of convertible preferred stock designated as Series E Convertible Preferred Stock (the "Preferred Shares"), the terms of which are set forth in the Certificate of Designations of Series E Preferred Stock (the "Certificate"), for a purchase price of $1,000 per share, or $8,700,000 in the aggregate.
In connection with the sale of the Preferred Shares, the Company also agreed to issue to the Investors (a) warrants ("A Warrants") to purchase up to one additional share of Common Stock for each share of Common Stock issuable upon conversion of the Preferred Shares, and (b) warrants ("B Warrants") to purchase up to .50 additional shares of Common Stock for each share of Common Stock issuable upon conversion of the Preferred Shares. The Warrants are exercisable for five years commencing on the date of first issuance and are exercisable only for cash if there is an effective registration statement covering the resale of the shares issuable upon exercise of the Warrants. In the absence of such a registration statement, the Warrants are exercisable for cash or on a cashless basis at the option of the holder thereof. The exercise price of the A Warrant is $0.65 per share and the B Warrant has an exercise price of $1.00 per share, subject in each case to full ratchet anti-dilution protection.
Pursuant to the Certificate, the Preferred Shares bear a dividend of 5%, payable quarterly in cash, or, if the dividend shares are registered for resale, in shares of the Company's Common Stock. The effective conversion rate for the Preferred Shares is $0.40 per share of Common Stock, subject to full ratchet anti-dilution protection. The Preferred Shares have voting rights on an as-converted to Common Stock basis, with the Investors (subject to certain exceptions) having the right to elect two members to the Company's Board of Directors ("BOD") for so long as at least 50% of the total number of Preferred Shares purchased pursuant to the Purchase Agreement are outstanding, and the right to elect one member to the Company's BOD for so long as least 25% but less than 50% of the total number of Preferred Shares issued pursuant to the Purchase Agreement are outstanding. The Company is required to redeem any unconverted Preferred Shares on the fifth anniversary of the date of first issuance of the Preferred Shares, and has the right to require conversion at any time if the average daily trading value for any 20 consecutive trading days exceeds $250,000 and the weighted average price per share is at least $2.50 for each of those 20 consecutive trading days.
To securethe Company's obligation to redeem the Preferred Shares, the Company entered into a Security Agreement dated May 24, 2011, pursuant to which the Company agreed to grant the holders of the Preferred Shares a first priority security interest in all of its assets.
The Company agreed to file a registration statement with the SEC covering the resale of the shares (a) issuable upon conversion of the Preferred Shares or exercise of the Warrants, (b) issued as dividends payable in shares of Common Stock pursuant to the Certificate, and (c) issuable upon exercise of the Placement Agent Warrants. Upon the occurrence of certain events set forth in the Purchase Agreement, including the failure to timely file the registration statement or have the registration statement timely declared effective, the Company will pay to the Investors cash of 1% of the aggregate purchase price of the Series E Preferred Stock and Warrants for each 30-day period during such default; provided, however, that the payments will not exceed 10% of the aggregate purchase price.
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001053691&owner=include&count=40&hidefilings=0

http://www.stratusmediagroup.com/
The pro forma financial information presented below show the consolidated operations for the three months ended March 31, 2011 of the Company as if the PEI acquisition had occurred as of January 1, 2011:
Revenues $ 147,000
Gross profit 147,000
Loss from operations (1,982,645 )
Provision for income taxes -
Net loss (1,982,645 )
Basic loss per share $ (0.03 )

http://proelite.com/(PELE) http://investorshub.advfn.com/boards/board.aspx?board_id=7811

PELE (Proelite) got halted and delisted for non compliance of it's filings and revoked (Delisted completely)

http://www.sec.gov/Archives/edgar/data/1015789/999999999712012979/filename1.pdf

ProElite filed an Answer on April 5, 2012, and participated in the April 16, 2012, prehearing conference. On both occasions, ProElite acknowledged that the allegations in the OIP were true. Those allegations are that ProElite, Central Index Key No. 1015789, is a New 2
Jersey corporation located in Los Angeles, California, with a class of securities registered with the Commissionpursuant to Exchange Act Section 12(g). ProElite is delinquent in its periodic filings with the Commission, having filed some, but not all of the required periodic reports. The most recent filings were a Form 10-Q for the period ended September 30, 2008, and a Form 10-K for the period ended December 30, 2008, both filed on November 21, 2011. The Form 10-K reported a net loss of $55,567,437 for the prior twelve months. The last report previously filed on August 19, 2008, was for the period ended June 30, 2008. As of March 16, 2012, the common stock of ProElite was quoted on OTC Link (previously the Pink Sheets) operated by OTC Markets Group, Inc., had ten market makers, and was eligible for the "piggyback" exception of Exchange Act Rule 15c2-11(f)(3).
In its Answer and at the prehearing conference on April 16, 2012, ProElite stated that it would make the missing periodic filings and achieve compliance by May 15, 2012. I agreed to allow additional time for it to do so and scheduled a second prehearing conference on May 17, 2012. At the second prehearing conference, ProElite stated that in an unforeseen development its CFO had stepped down and that now it expected to file the missing annual and quarterly reports for the years 2009 through the present by June 30, 2012. As of today, there is no indication that it has made the filings.

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Diffusion Pharmaceuticals Inc. (DFFN)

THIS STOCK IS THE PARENT COMPANY OF PRO ELITE (PELE) WHICH HAS

BEEN REVOKED BY THE SEC.

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Educational

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Diffusion Pharmaceuticals Inc. (DFFN)

THIS STOCK IS THE PARENT COMPANY OF PRO ELITE (PELE) WHICH HAS BEEN REVOKED BY THE SEC.

About

Help

Educational

More

THIS STOCK IS THE PARENT COMPANY OF PRO ELITE (PELE) WHICH HAS

BEEN REVOKED BY THE SEC.