A Special Meeting of Stockholders (the “Special Meeting”) of Diffusion Pharmaceuticals Inc. (the “Company”) was held on January 6, 2017. A quorum was present at the Special Meeting. Matters submitted to the stockholders and voted upon at the Special Meeting, which are more fully described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on December 8, 2016 (the “Proxy Statement”), were: (1) to approve the proposed terms of an offering, which contemplates the issuance and sale (the “Offering”) of (i) shares of the Company’s Series A preferred stock, $0.001 par value per share (“Preferred Stock”), each share of Preferred Stock being convertible into a share of the Company’s common stock, par value $0.001 per share (“Common Stock”), subject to adjustment, (ii) for each share of Preferred Stock purchased in this Offering, a 5-year warrant to purchase one share of Common Stock (the “Warrants”), and (iii) such number of shares of Common Stock issuable upon conversion of the Preferred Stock and upon exercise of Warrants, including without limitation shares issuable pursuant to the “make-whole” and anti-dilution provisions of the Preferred Stock, exceeding 19.9% of our outstanding Common Stock (collectively, the “Offering Proposal”); (2) to approve an amendment to the Company’s Certificate of Incorporation, as amended, to increase the authorized number of shares of preferred stock from 5,000,000 to 30,000,000 (the “Charter Amendment”); and (3) to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Offering Proposal. At the Special Meeting, the Company’s stockholders approved the three proposals, and the final results were as follows:
