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Note 1 - Organization and Description of Business
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Nature of Operations [Text Block]
1.
Organization and Description of Business
 
Diffusion Pharmaceuticals Inc. “Diffusion” or “the Company” is a clinical-stage specialty pharmaceutical company developing new, small-molecule drugs that help regulate the movement of oxygen into tissue by a novel mechanism of action. The Company’s lead product candidate, trans sodium crocetinate (“TSC”), uses this novel mechanism to re-oxygenate the microenvironment of solid cancerous tumors, thereby enhancing tumor cells’ response to conventional treatment without additional side effects. TSC has received orphan drug designation for the treatment of glioblastoma multiforme (“GBM”), and the Company expects to enter a Phase III study in newly diagnosed GBM patients in the next
twelve
(12)
months, assuming the availability of financial resources.
 
On
December
15,
2015,
the Company’s predecessor for accounting purposes, Diffusion Pharmaceuticals LLC (“Diffusion LLC”) entered into a definitive merger agreement with the Company, then known as “RestorGenex Corporation” and traded on the over-the-counter stock exchange under the ticker symbol “RESX.” On
January
8,
2016
the Company completed the merger with Diffusion LLC under which a newly formed subsidiary of the Company merged with and into Diffusion LLC in an all-stock transaction, with Diffusion LLC surviving as a wholly-owned subsidiary of the Company. Subsequent to the merger, the Company was renamed “Diffusion Pharmaceuticals Inc.” and the Company’s ticker symbol was changed to “DFFN.” On
November
9,
2016,
the Company’s common stock (“Common Stock”) began trading on the NASDAQ Capital Market.
 
The merger transaction was accounted for as a reverse acquisition under the acquisition method of accounting. Because Diffusion LLC’s pre-transaction owners held an
84.1%
economic and voting interest in the combined company immediately following the closing of the merger, Diffusion LLC is considered to be the acquirer of RestorGenex for accounting purposes (See Note
12).
For purposes of these notes and the financial statements they accompany, unless the context otherwise requires, the terms “Diffusion” and “the Company” refer to Old Diffusion, and the term “RestorGenex” refers to the Company, in each case, for the periods prior to the merger transaction.
 
The Company’s members’ capital at
December
31,
2015
has been recast as common stock and additional paid in capital. On
August
17,
2016,
the Company effected a
1
-for-
10
reverse split of its common stock. The accompanying consolidated financial statements and these notes give retroactive effect to this reverse stock split.
 
Each outstanding unit of membership interest of Diffusion LLC (the “Diffusion Units”) was converted into the right to receive
0.3652658
shares of Common Stock (the “Exchange Ratio”). Additionally, the right of holders of
$1.1
million outstanding convertible notes of Diffusion LLC to convert such notes into Diffusion Units was converted into the right to convert such notes into a number of shares of Common Stock equal to the number of Diffusion Units into which such note would have been convertible under the original terms of the note multiplied by the Exchange Ratio. In addition, all outstanding options to purchase Diffusion Units were assumed by the Company and the right to exercise converted into
1,495,615
options to purchase Common Stock on terms substantially identical to those in effect prior to the merger transaction, except for adjustments to the underlying number of shares and the exercise price based on the Exchange Ratio.