Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

(c) Appointment of Principal Financial Officer

On June 14, 2023, following the previously reported departure of the former Chief Financial Officer of Diffusion Pharmaceuticals Inc. ("Diffusion" or the "Company"), the Company's board of directors appointed William Elder, Diffusion's General Counsel and Corporate Secretary, as the Company's principal financial officer. In connection with such appointment, Mr. Elder did not receive any consideration nor were any modifications made to Mr. Elder's existing employment agreement or outstanding equity awards, which are described under the heading, "Executive Compensation," in the Company's Annual Report on Form 10-K (the "Annual Report") filed with the Securities and Exchange Commission (the "SEC") on March 24, 2023.

Except as previously disclosed in the Annual Report, the Company's Registration Statement on Form S-4 filed with the SEC on May 11, 2023, as amended from time to time, and the Company's other filings with the SEC, (i) there are no arrangements or understandings between Mr. Elder and any other person pursuant to which Mr. Elder was selected as the principal financial officer, (ii) Mr. Elder does not have any direct or indirect material interest in any transaction requiring the disclosure of the information required by Item 404(a) of Regulation S-K, (iii) there is no material plan, contract or arrangement to which Mr. Elder is a party or in which he participates that was entered into, or any grant or award to Mr. Elder or modification thereto, under any such plan, contract or arrangement in connection with his appointment as principal financial officer, and (iv) there are also no family relationships between Mr. Elder and any director or executive officer of the Company.

Item 9.01 - Financial Statements and Exhibits



(d) Exhibits

Exhibit Number                             Description


104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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