EIP Pharma, Inc. entered into the term sheet agreement to acquire Diffusion Pharmaceuticals Inc. (NasdaqCM:DFFN) in a reverse merger transaction on January 31, 2023. EIP Pharma, Inc. entered into a definitive merger agreement to acquire Diffusion Pharmaceuticals Inc. (NasdaqCM:DFFN) for $22.2 million in a reverse merger transaction on March 30, 2023. Under the terms of the merger agreement subject to approval by EIP Pharma and Diffusion stockholders and satisfaction of other customary closing conditions, EIP Pharma will merge with a newly-created subsidiary of Diffusion. Immediately after the merger, the current equity and convertible debt holders of EIP Pharma are expected to own, in the aggregate, approximately 77.25% of the total number of outstanding shares of common stock of the combined company and the current stockholders of Diffusion are expected to own approximately 22.75%, in each case calculated on a fully diluted and as-converted basis, subject to adjustment as set forth in the merger agreement based on, among other things, the amount of Diffusion net cash at the closing date. The combined company is expected to be renamed ?CervoMed Inc.? and continue to trade on the Nasdaq Capital Market under a new ticker symbol, CRVO. The combined company would be headquartered in Boston, Massachusetts and led by John Alam, Chief Executive Officer; Robert Cobuzzi, Jr., Chief Operating Officer; William Tanner, Chief Financial Officer; Kelly Blackburn, Senior Vice President, Clinical Development; and William Elder, General Counsel and Corporate Secretary. Sylvie Gregoire, the current Chair of EIP Pharma, will serve as Chair of the Board of Directors for the combined company. The combined company?s Board of Directors is expected to be composed of seven members, consisting of Sylvie Gregoire, Jeff Poulton, currently EIP Pharma?s Chair of the Audit Committee, Jane Hollingsworth, currently Diffusion?s Board Chair, Frank Zavrl, Marwan Sabbagh, John Alam and Robert Cobuzzi. Diffusion may be required to pay a termination fee of $765,000. The merger agreement has been approved by the Boards of Directors of both companies. The merger is subject to approvals by EIP Pharma and Diffusion stockholders, the effectiveness of a registration statement to be filed by Diffusion with the Securities and Exchange Commission (SEC) to register the shares of Diffusion common stock to be issued to EIP Pharma security holders in connection with the merger, Parent Net Cash not being less than $12 million at the closing and other customary closing conditions. As of August 15, 2023, Diffusion Pharmaceuticals shareholders approved the transaction. The deal is expected to close in mid-2023. The merger is expected to close after the close of business close on August 16, 2023. William C. Hicks, Scott M. Stanton and Jason S. McCaffrey of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as legal counsel to EIP Pharma. Eugene Rozelman of Canaccord Genuity is serving as financial advisor to Diffusion, and David S. Rosenthal, Seth Ray, Francois Quintard-Morenas, Kevin Zaragoza, Kevin Kay, Neil Steiner and John E. Alessi of Dechert LLP is serving as legal counsel to Diffusion.

EIP Pharma, Inc. completed the acquisition of Diffusion Pharmaceuticals Inc. (NasdaqCM:DFFN) in a reverse merger transaction on August 16, 2023. In connection with the closing of the merger, Diffusion Pharmaceuticals enacted a 1-for-1.5 reverse stock split of its common stock. EIP Pharma shareholders will own approximately 77.95% and prior Diffusion Pharmaceuticals shareholders will own 22.05%.