Most importantly, a shared objective of enhancing value for the benefit of all Diffusion stockholders. We believe that our nominees will provide perspective, industry experience, critically needed skill sets and, In the healthcare industry – their expertise includes clinical development, public company operations, and proficiency in restructuringĪnd turnaround contexts.

Would benefit from a new Board with independent directors who have extensive experience in serving as both operators and advisors to companies That is why we are seeking to replace the incumbentīoard with independent, highly qualified directors, who are committed to exploring all opportunities for value creation-includingīy pursuing a sale of the whole Company-while serving the best interests of all stockholders in the boardroom. Strategic review are being made and (ii) the Company is being run, in a manner consistent with your best interests.Īnd poor decision-making at Diffusion, we believe that stockholders have lost confidence in the Board’s and management team’sĪbility and willingness to take the actions necessary to unlock value for stockholders. We believe the entire Board needs to be refreshed to ensure that (i) decisions relating to the Company’s (the “Annual Meeting”) to elect LifeSci’s six (6) highly qualified nominees to the Company’s Board of Directors We are seeking your support at the Company’s upcoming 2022 annual meeting of stockholders Or the “Company”), who beneficially own, in the aggregate, 96,976 shares of common stock, $0.001 par value per share (the Master Fund Ltd., a Cayman Island exempted company (together with its affiliates “LifeSci”, “us” or “we”),Īnd the other participants in this solicitation are significant stockholders of Diffusion Pharmaceuticals Inc., a Delaware company (“Diffusion” Paid previously with preliminary materialsĬomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Payment of Filing Fee (Check all boxes that apply): (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) SPECIAL OPPORTUNITIES OFFSHORE FUND, LTD. (Name of Registrant as Specified in Its Charter) Proxy Statement Pursuant to Section 14(a) of theĬonfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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