With the Board and management continuing to refuse to engage directly, LS Capital had the opportunity to speak with an investor relations firm representing the Company, and continued to request to speak with Diffusion’s management. Following LS Capital’s initial contact, the Company ignored all attempts by LS Capital to continue engaging for nearly four months until mid-September. Since May 2022, LS Capital had attempted to engage constructively with the Company on behalf of LS Capital’s client to discuss potential strategic alternatives that LS Capital believed would be in the Company’s best interest and unlock value for all of the Company’s stockholders. The Company unceremoniously rejected the offer on October 25, 2022.
On October 17, 2022, on behalf of a client and unaffiliated investor in the Company, LS Capital presented an unsolicited offer to the Company to purchase 100% of the Company’s outstanding common stock not already owned by its client for $6.58 per share in cash, which represented a 20% premium to the Company’s closing stock price as of the close of business on Friday, October 13, 2022. We encourage stockholders to review our proxy materials as they become available, which will include additional information regarding our concerns with the Company.” We believe that stockholders will be able to see through these transparent attempts to deflect attention away from the Company’s operational and share price underperformance, including the fact that the Company’s share price has declined by approximately 78% from Novemto November 11, 2022. The Company’s press release endeavors to mislead stockholders regarding the facts as to LS Capital’s efforts to constructively engage with the Company on possible pathways to unlock significant value for all of the Company’s stockholders.įurther, the announcement of the strategic review process appears to be a desperate and thinly veiled effort to distract stockholders and the market from the Company’s failures, including the Board’s and management’s inability to develop their lead asset, Trans Sodium Crocetinate (TSC), and the catastrophic erosion of Diffusion’s cash balances and stockholder value that has occurred under their leadership. “The Company’s Novempress release announcing that its board of directors (the “ Board”) has authorized a review and evaluation of potential strategic opportunities appears to have been deliberately timed in order to obscure prior attempts by third parties, including LifeSci Capital LLC (“ LS Capital”), a commonly-owned affiliate of LifeSci Special Opportunities, acting on behalf of its clients, to engage the Board in discussions regarding potential strategic alternatives. (“ Diffusion” or the “ Company”) (NASDAQ: DFFN), or approximately 4.8% of the Company’s outstanding shares, today issued a statement in response to the Company’s misleading press release from Novemand announced that it has nominated a slate of high quality director candidates for election at the Company’s upcoming annual meeting to be held on Decem(the “ 2022 Annual Meeting”). (“ LifeSci Special Opportunities” or “ we”), the holder of 96,976 shares of common stock of Diffusion Pharmaceuticals Inc.
17, 2022 (GLOBE NEWSWIRE) - LifeSci Special Opportunities Master Fund Ltd. Has Nominated a Slate of Highly Qualified Directors Sets the Record Straight on Diffusion’s Misleading Narrative and Raises Concerns about a Troubling Pattern of Entrenchment and Lack of Accountability on the Board
0 kommentar(er)
