Diffusion Pharmaceuticals to merge with EIP Pharma; EIP shareholders to own ~77% of combined company

CervoMed Inc.

EIP stockholders will own ~77.3% and Diffusion stockholders ~22.7% of combined company on a fully-diluted basis.
Combined company to be renamed CervoMed Inc.; board will have 5 EIP-designated and 2 Diffusion-designated directors.
John Alam (EIP CEO) to become CEO; Robert Cobuzzi (Diffusion CEO) to become COO; William Tanner (EIP CFO) to become CFO.
Lock-up agreements: most EIP holders subject to 180-day lockup; John Alam, Sylvie Grégoire, and two trusts subject to 12-month lockup.
Merger expected to close by August 31, 2023; termination fee of $765,000 payable by Diffusion under certain conditions.

item 1.01 item 5.02 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

CervoMed Inc. entered into Agreement and Plan of Merger with Diffusion Pharmaceuticals Inc. valued at EIP Pharma, Inc. to be acquired by Diffusion Pharmaceuticals Inc.; former EIP stockholders to own ~7 (effective 2023-03-30).

Action: entry
Agreement: merger
Counterparty: Diffusion Pharmaceuticals Inc.
Value: EIP Pharma, Inc. to be acquired by Diffusion Pharmaceuticals Inc.; former EIP stockholders to own ~7
Effective: 2023-03-30

Exact text from the filing

On March 30, 2023, Diffusion Pharmaceuticals Inc., a Delaware corporation (“ Diffusion ” or “ Parent ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among Diffusion, EIP Pharma, Inc., a Delaware corporation (“ EIP ” or the “ Company ”), and Dawn Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Diffusion (“ Merger Sub ”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into EIP (the “ Merger ”) at the effective time of the Merger (the “ Effective Time ”), with EIP continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of Diffusion.

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Source: SEC EDGAR

accession 0001437749-23-008519

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