UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     1))

Diffusion PharmaceuticalsCervoMed Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PRELIMINARY PROXY MATERIALS

SUBJECT TO COMPLETION, DATED NOVEMBER 28, 2022

CervoMed Inc.
20 Park Plaza, Suite 424
Boston, Massachusetts 02116

Diffusion Pharmaceuticals Inc.
300 East Main Street, Suite 201
Charlottesville, Virginia 22902

[  ], 2022         April 29, 2024

Dear Fellow Stockholders:

We are pleased to invite you to join us for the Diffusion PharmaceuticalsCervoMed Inc. 20222024 Annual Meeting of Stockholders to be held on Friday, December 30, 2022,June 14, 2024, at [ ] a.m.1:00 p.m., Eastern Time. The Annual Meeting will be conducted as a virtual meeting hosted by means of a live webcast. Registered stockholders as of the record dateStockholders will be able to listen, vote, and submit questions from their home or their proxyholdersany location with internet connectivity. You or your proxyholder will be able to attend the Annual Meeting online, vote, and submit questions by following the instructions provided in the accompanying Notice Regarding the Availability of Proxy Materials and proxy statement.

Your vote is particularly important at the Annual Meeting. As you may be aware, LifeSci Special Opportunities Master Fund Ltd. (“LifeSci”) has notified the Company that it intends to nominate a slate of six nominees to stand for election as directors at the Annual Meeting in opposition to the nominees recommended by our Board of Directors. You may receive a proxy statement, blue proxy card and other solicitation materials from LifeSci; however, since LifeSci has the option to choose which of our stockholders will receive their proxy solicitation materials, we cannot be certain whether you will receive them. The Company is not responsible for the accuracy of any information provided by, or relating to, LifeSci or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, LifeSci, or any other statements that LifeSci may otherwise make.

Our Board of Directors does NOT endorse any of LifeSci’s nominees and unanimously recommends that you vote “FOR” each of the six nominees proposed by our Board of Directors on your enclosed WHITE proxy card. The Diffusion Board of Directors strongly urges you NOT to sign or return any blue proxy card sent to you by LifeSci. If you have previously submitted a blue proxy card sent to you by LifeSci, you can revoke that proxy and vote for our Board of Directors’ nominees and on the other matters to be voted on at the Annual Meeting at any time before it is exercised by signing, dating and mailing the enclosed WHITE proxy card in the envelope provided. Only your latest dated proxy will be counted. Even if you would like to elect some or all of LifeSci’s nominees, we strongly recommend you use the Company’s WHITE proxy card to do so.

We strongly encourage you to read the accompanying proxy statement carefully and to use the enclosed WHITE proxy card to vote for the Board of Directors’ nominees, and in accordance with the Board of Directors’ recommendations on the other proposals, as soon as possible. It is important that your shares be represented at the meeting, regardless of the number of shares you hold. Accordingly, please exercise your right to vote by completing, signing, dating, and returning your proxy card, by using Internet or telephone voting as described in the accompanying proxy statement, or by following the other instructions for voting on the accompanying Notice Regarding the Availability of Proxy Materials.

At the annual meeting, eight persons will be elected to our board of directors. In addition, we will ask stockholders to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024, and approve, on an advisory basis, the compensation of our named executive officers during the year ended December 31, 2023. Such other business will be transacted as may properly come before the annual meeting.

On behalf of the Board of Directors and management of Diffusion PharmaceuticalsCervoMed Inc., it is my pleasure to express our appreciation for your support. If you have any questions, please contact Innisfree M&A Incorporated, Inc., our proxy solicitor assisting us in connection with the Annual Meeting. Stockholders in the U.S. and Canada may call toll-free at (877) 456-3402. Banks and brokers may call collect at (212) 750-5833.

Sincerely,

/s/ Robert J. Cobuzzi, Jr.John Alam, M.D.

Robert J. Cobuzzi, Jr.John Alam, M.D.
President and& Chief Executive Officer

Your vote is important. Please exercise your right to vote as soon as possible by completing, signing, dating, and returning your enclosed proxy card, by mail in the postage-paid envelope provided, by using Internet or telephone voting as described in your enclosedthe accompanying proxy card,statement, or by following the other instructions for voting on the accompanying Notice Regarding the Availability of Proxy Materials.

You can help us make a difference by eliminating paper proxy mailings. With your enclosedconsent, we will provide all future proxy materials electronically. Instructions for consenting to electronic delivery can be found on your proxy card. Your consent to receive stockholder materials electronically will remain in effect until canceled.

20 PARK PLAZA, SUITE 424

BOSTON, MA 02116

NOTICE OF 20222024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, DECEMBER 30, 2022JUNE 14, 2024

To the Stockholders of Diffusion PharmaceuticalsCervoMed Inc.:

The 20222024 Annual Meeting of Stockholders (the “Annual Meeting”) of Diffusion PharmaceuticalsCervoMed Inc., a Delaware corporation, (“Diffusion” or the “Company”), will be held virtually on Friday, December 30, 2022June 14, 2024 at [   ] a.m.1:00 p.m. Eastern Time by means of a live webcast for the following purposes:

Registered stockholders as of the record date and their proxyholdersYou will be able to submit questions in advance of the meeting, listen to the meeting live, and vote online. To access and participate in the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to pre-register by [ ] a.m. Eastern Time on December [ ], 2022. To pre-register forfollow the meeting, please follow these instructions:

Registered Stockholders

Stockholders of record as of the record date may register to participateapplicable instructions provided in the Annual Meeting remotely by visiting the website [ ]. Please have your proxy card, or Notice, containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate in the Annual Meeting remotely must be received no later than [ ] a.m., Eastern Time, on December [ ], 2022.

Beneficial Stockholders

Stockholders whose shares are held through a broker, bank or other nominee as of the record date may register to participate in the Annual Meeting remotely by visiting the website [ ].

Please have your Voting Instruction Form, Notice, or other communication containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate in the Annual Meeting remotely must be received no later than [ ] a.m., Eastern Time, on December [ ], 2022. If you are a beneficial stockholder and you wish to vote your shares online during the virtual Annual Meeting, rather than submitting your voting instructions before the Annual Meeting, you will need to contact your bank, broker or other nominee to obtain a legal proxy formstatement that you will need to submit electronically with your ballot during the online virtual Annual Meeting using a PDF, JPG, JPEG, GIF or PNG file format.

Questions on How to Pre-register

If you have any questions or require any assistance with pre-registering, please contact the Company’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll free: (877) 456-3402

Banks and Brokers may call collect: (212) 750-5833follows.

The meeting webcast will begin promptly at [ ] a.m.1:00 p.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 12:45 p.m. Eastern Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the Annual Meeting, please call the number on the virtual meeting portal landing page for assistance. For additional information on how you can attend and participate in the Annual Meeting, please see the instructions beginning on page 1 of the accompanying proxy statement. As the Annual Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Only stockholders of record at the close of business on [ ], 2022April 29, 2024, will be entitled to notice of, and to vote at, the meeting and any adjournments or postponements thereof. A stockholder list will be available beginning December 20, 2022,June 4, 2024, the date which is ten days prior to the date of the meeting, during normal business hours for examination by any stockholder registered on Diffusion’sCervoMed Inc.’s stock ledger as of the record date for any purpose germane to the meeting.

We have received notice from LifeSci Special Opportunities Master Fund Ltd.(“LifeSci”) that it intends to nominate a slate of six nominees to stand for election as directors at the Annual Meeting in opposition to the nominees recommended by our Board of Directors. Our Board of Directors does not endorse the election of any of the LifeSci nominees for director and recommend that you vote “FOR” each of the Company’s six director nominees. You may receive proxy solicitation materials from LifeSci or other persons or entities affiliated with LifeSci, including an opposition proxy statement or blue proxy card. Our Board of Directors urges you to disregard such materials. We are not responsible for the accuracy of any information provided by or relating to LifeSci or its nominees contained in solicitation materials filed or disseminated by or on behalf of LifeSci or any other statements LifeSci may otherwise make. LifeSci chooses which of the Company’s stockholders will receive its proxy solicitation materials. Therefore, you may or may not receive those materials depending on what LifeSci decides.

Even if you have previously signed a blue proxy card sent to you by or on behalf of LifeSci, you have the right to change your vote by following the instructions on the enclosed WHITE proxy card to vote via the Internet or by telephone or by completing, signing, dating and returning the enclosed WHITE proxy card by mail in the postage-paid envelope provided. Only the latest-dated, properly executed proxy you submit will be counted. We urge you to disregard any blue proxy card sent by or on behalf of LifeSci or any person other than the Company. Voting to “WITHHOLD” your vote with respect to the nominees on any blue proxy card that is circulated by or on behalf of LifeSci is not the same as voting for our director nominees, because a vote to “WITHHOLD” with respect to any of the nominees on a blue proxy card will revoke any previous proxy submitted by you on the WHITE proxy card. Your vote is very important.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE COMPANY’S SIX DIRECTOR NOMINEES NAMED ON THE ENCLOSED WHITE PROXY CARD, AND URGES YOU NOT TO SIGN OR RETURN ANY blue PROXY CARD SENT TO YOU BY OR ON BEHALF OF LIFESCI.

If your shares are held in street name through a broker, bank or other nominee, you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the contested nature of the proposals, to the extent your broker, bank or other nominee provides you with LifeSci’s proxy materials, your broker, bank or other nominee may not vote your shares with respect to the election of the Board of Directors’ nominees (Proposal 1) or on any of the other proposals on the agenda for the Annual Meeting. Even if your broker, bank or other nominee does not provide you with LifeSci’s proxy materials, without your voting instructions, your broker, bank or other nominee may only vote your shares on proposals considered to be routine matters. For non-routine matters, your shares will not be voted without your specific voting instructions. To the extent you receive proxy materials from LifeSci, none of the proposals to be voted on at the Annual Meeting will be considered “routine” and therefore, if you do not instruct your broker as to how to vote your shares, your shares will not be voted and will result in “broker non-votes”.  We encourage you to instruct your broker, bank or other nominee to vote your shares by following the instructions on the enclosed WHITE proxy card to vote by telephone or internet, or by completing, dating, signing and mailing the enclosed WHITE proxy card in the postage-paid envelope provided.April 29, 2024
Boston, Massachusetts

If you have any questions regarding this information or the proxy materials, please contact Innisfree M&A Incorporated,Inc., our proxy solicitor. Stockholders in the U.S. and Canada may call toll-free at (877) 456-3402. Banks and brokers may call collect at (212) 750-5833.

Whether you plan to be present at the Annual Meeting or not, you are requested to promptly submit your proxy either electronically via the Internet or by telephone as described on the enclosed WHITE proxy card or by completing, signing and returning the proxy card by mail to ensure that your shares will be represented.

TABLE OF CONTENTS

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INTRODUCTORY NOTES

Note Regarding Company References and Other Defined Terms

UnlessAs previously disclosed in our Current Report on Form 8-K filed on August 17, 2023 with the SEC, on August 16, 2023, the Delaware corporation formerly known as “Diffusion Pharmaceuticals Inc.” completed a merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger, dated March 30, 2023 (the “Merger Agreement”) by and among Diffusion Pharmaceuticals Inc. (“Diffusion”), Dawn Merger Inc., a wholly-owned subsidiary of Diffusion (“Merger Sub”) and EIP Pharma, Inc. (“EIP”), pursuant to which Merger Sub merged with and into EIP, with EIP surviving the Merger a wholly-owned subsidiary of Diffusion (the “Merger”). Additionally, on August 16, 2023, Diffusion changed its name from “Diffusion Pharmaceuticals Inc.” to “CervoMed Inc.”

Prior to the Effective Time (as defined below), in connection with the transactions contemplated by the Merger Agreement, Diffusion effected a reverse stock split of the Company’s common stock, par value $0.001 per share (“common stock”), at a ratio of 1-for-1.5 (the “Reverse Stock Split”). At the Effective Time, each outstanding share of EIP capital stock was converted into the right to receive 0.1151 shares of Company common stock.

For accounting purposes, the Merger is treated as a reverse recapitalization under U.S. generally accepted accounting principles and EIP is considered the accounting acquirer. Accordingly, EIP’s historical results of operations are deemed the Company’s historical results of operations for all periods prior to the Merger and, for all periods following the Merger, the results of operations of the combined company will be included in the Company’s financial statements. Following the completion of the Merger, the business conducted by the Company became primarily the business conducted by EIP.

Accordingly, unless the context otherwise requires, all references in the accompanying Proxy Statement and related materials,this proxy statement to (i) references to“CervoMed,” the “Company,” “we,” “our,” or “us”“us,” refer to Diffusion Pharmaceuticalsfor all dates and periods prior to August 16, 2023 and to the business of CervoMed Inc. for all dates and periods subsequent to (and including) August 16, 2023 and (ii) references to “common stock” referrefers to the common stock, par value $0.001 per share, of the Company. Company, after giving effect to the Reverse Stock Split. Historical share and per share figures of EIP have been retroactively restated based upon the Exchange Ratio of 0.1151.

We have also used several other defined terms in the accompanying Proxy Statement and related materials,this proxy statement, many of which are explained or defined below:

Note Regarding Stock Splits

Unless the context otherwise requires, in this Proxy Statement, all share and per share amounts related to our common stock give effect to our 1-for-50 reverse stock split effective April 18, 2022.

Note Regarding Trademarks, Trade Names, and Service Marks

This Proxy Statement contains certain trademarks, trade names, and service marks of ours, including “DIFFUSIO2N.” All other trade names, trademarks, and service marks appearing in this Proxy Statement are, to the knowledge of Diffusion, the property of their respective owners. To the extent any such terms appear without the trade name, trademark, or service mark notice, such presentation is for convenience only and should not be construed as being used in a descriptive or generic sense.

20 Park Plaza, Suite 424
Boston, Massachusetts 02116

PROXY STATEMENT FOR CERVOMED INC.

2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON FRIDAY DECEMBER 30, 2022JUNE 14, 2024

The Board is using this Proxy Statement to solicit your proxy for use at the Diffusion PharmaceuticalsCervoMed Inc. 20222024 Annual Meeting of Stockholders to be held virtually at [   ] a.m.1:00 p.m., Eastern Time, on Friday, December 30, 2022.June 14, 2024. The Board expects to make available electronically or to send to our stockholders the Notice of Annual Meeting of Stockholders, this Proxy Statement and a form of proxy on or about [   ], 2022.May 3, 2024.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ONFRIDAY, JUNE 14, 2024

Our proxy statement and annual report to stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, will be made available at www.edocumentview.com/CRVO.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2023, on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov, or in the “Financial Information” section of the “Investor Relations” section of our website at www.cervomed.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: info@cervomed.com. Exhibits will be provided upon written request and payment of an appropriate processing fee.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these materials?

We have sent you this Proxy Statement and the enclosedWHITE proxy card because the Board is soliciting your proxy to vote at the Annual Meeting. The Annual Meeting will be conducted online only. You are invited to virtually attend the Annual Meeting to vote on the proposals described in this Proxy Statement by following the instructions included in this Proxy Statement.proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed WHITEproxy card, by mail in the postage-paid envelope provided, or follow the instructions below on the closed WHITE proxy card to submit your proxy over the telephone or on the Internet.

When and where will the Annual Meeting be held?

The Annual Meeting will be held online via live webcast on Friday, December 30, 2022,June 14, 2024, at [   ] a.m.1:00 p.m., Eastern Time.

How do I attend the Annual Meeting?

Attendance at theThe Annual Meeting or any adjournment or postponement thereof will be limited toa virtual meeting of stockholders of the Company as of the close of business on the record date and guests of the Company. conducted exclusively by live webcast. No physical meeting will be held.

You will not be able to attend the Annual Meeting in person at a physical location. In orderonline by visiting meetnow.global/MMRFNP6. You also will be able to attendvote your shares online by attending the virtual meeting, you will need to pre-register by [●]:00 a.m. Eastern Time on [●], 2022.Annual Meeting webcast. To pre-register for the meeting, please follow these instructions:

Registered Stockholders

Stockholders of record as of the record date may register to participate in the Annual Meeting, remotely by visitingyou will need to review the website [   ]. Please haveinformation included on your Notice, on your proxy card, or Notice, containingon the instructions that accompanied your control number available andproxy materials. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at 1:00 p.m. Eastern Time on June 14, 2024. We encourage you to access the meeting approximately 15 minutes prior to the start time in order to leave ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.

Do I need to register to attend the Annual Meeting?

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate inattend the Annual Meeting remotelyvirtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than [●] a.m.5:00 p.m., Eastern Time, on [●], 2022.June 11, 2024.

You will receive a confirmation of your registration by e-mail after Computershare receives your registration materials.

Requests for registration should be directed to Computer through the following means:

By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail:         

Computershare

CervoMed Inc. – Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Beneficial Stockholders

Stockholders whose shares are held through a broker, bank or other nominee as of the record date may register to participate in the Annual Meeting remotely by visiting the website [   ].

Please have your Voting Instruction Form, Notice, or other communication containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate in the Annual Meeting remotely must be received no later than [●] a.m., Eastern Time, on [●], 2022. If you are a beneficial stockholder and you wish to vote your shares online during the virtual Annual Meeting, rather than submitting your voting instructions before the Annual Meeting, you will need to contact your bank, broker or other nominee to obtain a legal proxy form that you will need to submit electronically with your ballot during the online virtual Annual Meeting using a PDF, JPG, JPEG, GIF or PNG file format.

Questions on How to Pre-Register

If you have any questions or require any assistance with pre-registering, please contact the Company’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll free: (877) 456-3402

Banks and Brokers may call collect: (212) 750-5833

The online meeting will begin promptly at [ ] a.m. Eastern Time on December 30, 2022. We encourage you to access the meeting approximately [   ] minutes prior to the start time. Please follow the registration instructions as outlined in this Proxy Statement.

Do I have the option to call in to the Annual Meeting instead of attending the live webcast?

No. Stockholders will not have the option to call in to the virtual meeting and listen by telephone. To participate in the Annual Meeting, stockholders must stream the Annual Meeting live via webcast.

How do I submit questions for the Annual Meeting?

You can submit questions pertinentgermane to meeting matters on the agenda at the virtual Annual Meeting only if you are a stockholder of record of the Company at the close of business on the Record Date and you registered in advance to attend the Annual Meeting, or if you were a beneficial owner as of the Record Date and you registered in advance to attend the Annual Meeting. The

If you wish to submit a question, and answer session will answer questions submitted live duringyou may log into the virtual Annual Meeting. Questions may be submitted duringMeeting website beginning 15 minutes prior to the start of the Annual Meeting and submit questions online. Once past the login screen, click on the “messages” icon at the top of the screen to submit your question. Stockholders may also submit questions prior to the date of the Annual Meeting website using the ‘Ask a Question’ box.by e-mailing them to info@cervomed.com.

In accordance with the rules of order for the Annual Meeting, a copy of which will be available during the Annual Meeting,meeting, only questions pertinentgermane to matters on the meeting mattersagenda (the proposals being voted upon) will be answered. In the interest of fairness to all stockholders, the question and answer period will be limited to a total of [   ] minutes and multiple questions submitted on the same topic will be summarized and responded to collectively. The Company reserves the right to not address any questions that are repetitious, irrelevant to the Company’s business, related to pending or threatened litigation, derogatory in nature, related to personal grievances, or otherwise inappropriate.inappropriate in the Company’s sole discretion.

During the Annual Meeting, we are committed to acknowledging each appropriate question in the order in which it was received. When submitting questions, stockholders should identify themselves and provide contact information in the event follow up is necessary. Each stockholder who submits a question will be identified before his or her question is answered. Any questions relevant to the business of the Annual Meeting that cannot be answered due to time constraints can be submitted to DiffusionCervoMed Investor Relations by e-mailing info@diffusionpharma.com.info@cervomed.com.

Stockholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast.

Whom do I contact if I am encountering difficulties attending the Annual Meeting online?

TheIf you encounter technical difficulties accessing or during the virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) runningAnnual Meeting, please click on the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate“Help” link in the Annual Meeting. We encourage you to accessupper right-hand corner during the Annual Meeting prior to the start time. A link on the meeting page will provide further assistance should you need itwebcast for additional information or you may call Computershare at 1-888-724-2416 (or, for individuals outside the support number found in the reminder emailUnited States, +1 781-575-2748) if you will receive the day before the Annual Meeting.need additional assistance.

What is the purpose of the Annual Meeting?

The purpose of the Annual Meeting is to vote on the following proposals:

Who is entitled to vote at the Annual Meeting?

Stockholders of record at the close of business on [   ], 2022,April 29, 2024, the Record Date, will be entitled to notice of and to vote at the meeting or any adjournment or postponement of the Annual Meeting. As of the Record Date, there were [______]8,253,741 shares of our common stock outstanding. Each share of our common stock is entitled to one vote on each matter to be voted on at the Annual Meeting.

How do I vote my shares?

Your vote is important. Whether you hold shares directly as a stockholder of record or beneficially in “street name” (through a broker, bank, or other nominee), you may vote your shares without attending the Annual Meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee.

If you are a stockholder whose shares are registered in your name, the Board encourages you to follow the instructions on your WHITE proxy card tomay vote your shares by one of the following methods:

If your shares are held in “street name” through a brokerage firm, bank, dealer or similar organization, as the beneficial owner of those shares you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting via the Internet. However, because you are not the stockholder of record,street name, you may not vote your shares at the Annual Meeting unlessreceive a separate voting instruction form or you request and obtain a valid legal proxy from your broker or other agent. Please follow the instructions from your broker, bank or other agent included on the WHITE Voting Instruction Form accompanying these proxy materials, ormay need to contact your broker, bank, or other agentnominee to request a legal proxy. Ifdetermine whether you hold your shares in “street name,” please instruct your bank, broker, trust or other nominee howwill be able to vote your sharesvirtually at the Annual Meeting or electronically using the WHITE Voting Instruction Form provided by your bank, broker, trust or other nominee so that your vote can be counted. The WHITE Voting Instruction Form provided by your bank, broker or other nominee may also include information about how to submit your voting instructions over the Internet or by telephone, if such options are available.telephone.

The deadline for voting by telephone or by using the Internet is 11:59 p.m. Eastern Time on [   ], December [__], 2022.Thursday, June 13, 2024. Please see your proxy card or the information your bank, broker or other holder of record provided to you for more information on your options for voting.

Has Diffusion been notified that a stockholder intends to propose alternative director nominees at the Annual Meeting?

Yes. LifeSci has announced that it intends to nominate a slate of six nominees for election to the Board of Directors at the Annual Meeting in opposition to the nominees recommended by the Board of Directors. The Board does NOT endorse any LifeSci nominee and unanimously recommends that you vote “FOR” the election of each of the six nominees recommended by the Board. Each of Diffusion and LifeSci will use its own version of a universal proxy card containing the names of both Diffusion’s and LifeSci’s nominees. The Board urges you to vote “FOR” the election of each of the six nominees recommended by the Board using our enclosed universal WHITE proxy card and NOT to sign or return or vote using any universal blue proxy card sent to you by LifeSci. However, if you have already voted “FOR” the election of each of the six nominees recommended by the Board using a blue proxy card sent to you by LifeSci, you do not need to vote on the enclosed universal WHITE proxy card.If you sent in a blue proxy card and wish to change your vote, you can revoke the blue proxy card at any time before it is exercised by voting using the enclosed WHITE proxy card.

What does it mean if I receive more than one proxy card?

Many of our stockholders hold their shares in more than one account and may receive separate proxy cards or voting instruction forms for each of those accounts. If you receive more than one WHITE proxy card, your shares are registered in more than one name or are registered in different accounts. Please sign, date and return or otherwise submit your proxy with respect to each WHITE proxy card to ensure that all of your shares are voted.

Additionally, LifeSci has stated its intention to nominate six individuals for election as directors at the Annual Meeting. If LifeSci proceeds with its nominations, you may receive proxy solicitation materials from LifeSci, including an opposition proxy statement and a blue proxy card. Because LifeSci may choose to send its proxy solicitation materials to only a portion of our stockholders, you may or may not receive those materials depending on what LifeSci decides.

In the event you do receive materials from LifeSci, the Board of Directors unanimously recommends that you disregard and do NOT return any blue proxy card you receive from LifeSci.

Voting to “WITHHOLD” with respect to any LifeSci nominee on a blue proxy card sent to you by LifeSci is NOT the same as voting for the Board of Directors’ nominees because a vote to “WITHHOLD” with respect to any LifeSci nominee on its blue proxy card will revoke any proxy you previously submitted. For example, this means that if you have submitted a validly executed proxy voting FOR the nominees recommended by the Board but later submit a validly executed proxy withholding your votes from the LifeSci nominees, your prior vote in favor of the nominees recommended by the Board will not be counted.

If you have already voted using LifeSci’s blue proxy card, you have every right to change your vote and revoke your prior proxy before it is exercised by signing and dating the enclosed WHITE proxy card and returning it by mail in the postage-paid envelope provided, by voting via the Internet, or by telephone by following the instructions provided on the enclosed WHITE proxy card. Only the latest dated proxy you submit will be counted. If you have any question or need assistance voting, please call Innisfree M&A Incorporated, Inc., Diffusion’s proxy solicitor. Stockholders in the U.S. and Canada may call toll-free at (877) 456-3402. Banks and brokers may call collect at (212) 750-5833.

How will my shares be voted?

The Board encourages stockholders to fill out andIf you return your signed WHITEproxy card enclosed with this proxy statement or use Internet or telephone voting as instructed on your WHITE proxy card before the Annual Meeting. TheMeeting, the named proxies will vote your shares as you direct.

For Proposal No. 1—Election of Directors, you may:

If you vote for more than six nominees for director, your vote on Proposal No. 1 will be invalid and will not be counted. To the extent a registered stockholder votes “FOR” with respect to at least one but fewer than six nominees on Proposal No. 1, his or her shares will only be voted “FOR” those nominees he or she has marked. Any remaining votes on Proposal No. 1 shall not be voted and will have the same effect as a vote to “WITHHOLD” for all other nominees. However, if he or she does not specify how to vote any shares (i.e., he or she does not mark a vote “FOR” or to “WITHOLD” with respect to any nominees), the proxies will vote their shares “FOR” the Board’s six nominees for director, in accordance with the Board’s recommendations.

For Proposal No. 2—Ratification of Selection of Independent Registered Public Accounting Firm, and Proposal No. 3 – 3—Advisory Vote on Executive Compensation, you may:

If you send in your proxy card or use Internet or telephone voting, but you do not specify how you want to vote your shares, the proxies will vote your shares in accordance with the Board’s recommendations set forth below and in the accompanying Proxy Statement.

How does the Board recommend that I vote?

The Board recommends that you use the enclosed WHITE proxy card to vote as follows:vote:

THE BOARD URGES YOU NOT TO SIGN, RETURN OR VOTE ANY BLUE PROXY CARD THAT MAY BE SENT TO YOU BY LIFESCI EVEN AS A PROTEST VOTE, AS ONLY YOUR LATEST DATED PROXY CARD WILL BE COUNTED. IF YOU HAVE PREVIOUSLY SUBMITTED A VOTE USING THE BLUE PROXY CARD SENT TO YOU BY LIFESCI, YOU CAN REVOKE IT BY USING THE ENCLOSED WHITE PROXY CARD TO VOTE “FOR” OUR BOARD’S NOMINEES AND “FOR” ALL OTHER PROPOSALS RECOMMENDED BY OUR BOARD.

How can I revoke or change my vote?

If you are a stockholder whose shares are registered in your name, you may revoke your proxy at any time before it is exercisedvoted by one of the following methods:

If you hold your shares through a broker, bank or other nominee, you may revoke your proxy by following instructions your broker, bank or other nominee provides.

If you have previously signed a blue proxy card sent to you by LifeSci, you may change your vote and revoke your prior proxy by signing and dating the WHITE proxy card enclosed with this proxy statement and returning it by mail in the postage-paid envelope provided or by voting via the Internet or by telephone following the instructions on the enclosed WHITE proxy card. Submitting a blue proxy card—even if you vote to “WITHHOLD” with respect to the LifeSci Nominees—will revoke any votes you previously made via our WHITE proxy card. Accordingly, if you wish to vote pursuant to the recommendation of our Board, you should disregard and NOT return any blue proxy card that you may receive from LifeSci, even as a protest vote against LifeSci.

Is the Company using a universal proxy card in connection with voting at the Annual Meeting?

Yes. The SEC has adopted new rules requiring the use of a universal proxy card in contested director elections that took effect on August 31, 2022 (the “New Proxy Rules”). As the Annual Meeting will be held on December 30, 2022, the New Proxy Rules are applicable to the 2022 Annual Meeting. Each of Diffusion and LifeSci will use its own version of a universal proxy card containing the names of both Diffusion’s and LifeSci’s nominees. Diffusion is using the enclosed WHITE universal proxy card. Our Board unanimously recommends using the enclosed WHITE universal proxy card and voting “FOR” all of the nominees proposed by the Board and disregarding any blue proxy card that may be sent to you by LifeSci.

What happens if I return a WHITE proxy card but give voting instructions for more than six candidates?

An “overvote” occurs when a stockholder submits more votes for director nominees than there are Board of Director seats up for election.

To the extent an overvote (i.e., voting “FOR” with respect to more than six nominees on Proposal 1) occurs on a record holder’s WHITE proxy card, all such votes on Proposal 1 regarding nominees will be invalid and will not be counted.

What happens if I return a WHITE proxy card but give voting instructions for less than six candidates?

An undervote occurs when a stockholder submits less votes “FOR” director nominees than there are Board of Director seats up for election.

To the extent a registered stockholder votes “FOR” or to “WITHHOLD” with respect to at least one but fewer than six nominees on Proposal No. 1, his or her shares will only be voted “FOR” those nominees he or she has marked. Any remaining votes on Proposal No. 1 will not be voted and will have the same effect as a vote to “WITHHOLD” for all other nominees.

However, if you are a registered stockholder and you send in your WHITE proxy card or use Internet or telephone voting as instructed on your WHITE proxy card, but do not specify how you want to vote any of your shares (i.e., you do not vote “FOR” or to “WITHOLD” with respect to any nominees), the proxies will vote their shares “FOR” the Board’s six nominees for director, in accordance with the Board’s recommendations.

Can I use the WHITE proxy card if I want to vote for one or more of the LifeSci nominees?

Yes, if you would like to elect some or all of the LifeSci nominees, we strongly recommend you use the Company’s WHITE proxy card to do so.

What happens if LifeSci withdraws or abandons its solicitation or fails to comply with the New Proxy Rules and I already granted proxy authority in favor of LifeSci?

Stockholders are encouraged to submit their votes on the WHITE proxy card. If LifeSci withdraws or abandons its solicitation or fails to comply with the universal proxy rules after a stockholder has already granted proxy authority, stockholders can still sign and date a later submitted WHITE proxy card.

If LifeSci withdraws or abandons its solicitation or fails to comply with the universal proxy rules, any votes cast in favor of LifeSci nominees will be disregarded and not be counted, whether such vote is provided on the Company’s WHITE proxy card or the LifeSci proxy card.

Who is paying for this proxy solicitation?

WeThe Company will pay for the entire cost of soliciting proxies on behalf of the Company.proxies. In addition to these proxy materials, our directors, officers and other employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We maywill also reimburse brokerage firms, banks, and other agents for the certain reasonable costcosts of forwarding proxy materials to beneficial owners.

LifeSci will bear the entire cost of any proxies that they solicit. In its nomination letter, LifeSci indicated that, in the event any of its nominees are elected or appointed to the Board at the Annual Meeting, LifeSci intends to seek reimbursement from the Company of all expenses it incurs in connection with its solicitation of proxies for election of its nominees to the Board at the Annual Meeting.

How many shares must be present to hold the Annual Meeting?

The presence at the Annual Meeting, virtually or by proxy, of the holders of at least 33.4% of the outstanding shares of our common stock as of the Record Date will constitute a quorum for the transaction of business at the Annual Meeting. In general, shares of our common stock represented by a properly signed and returned proxy card will be counted as shares present and entitled to vote at the Annual Meeting for purposes of determining a quorum. Shares represented by proxies marked “Abstain” and “broker non-votes” representing shares held by stockholders who have not received proxy materials from LifeSci, will beare counted in determining whether a quorum is present. A “broker non-vote” is a proxy returned by a broker on behalf of its beneficial owner customer that is not voted on a particular matter because voting instructions have not been received by the broker from the customer, and the broker does not have discretionary authority to vote on behalf of such customer on such matter. If there is not a quorum, a majority of the shares of our common stock present at the Annual Meeting may adjourn the Annual Meeting to a later date.

What vote is required for each proposal to be approved?

Assuming a quorum is present at the Annual Meeting, the following table summarizes the vote threshold required for approval of each proposal and the effect on the outcome of the vote of abstentions and uninstructed shares by brokers (referred to as(i.e., broker non-votes).

Additional Information Regarding Proposal 1 VotingWhere can I find the voting results of the Annual Meeting?

LifeSci has notified Diffusion of its intent to nominate a slate of six alternative nominees for election as directors at the Annual Meeting in opposition to the six nominees recommended by your Board. As a result, assuming such nominees are in fact proposed for electionThe preliminary voting results will be announced at the Annual Meeting, and such nominations have not been timely withdrawn by LifeSci, the electionwe will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of directors at the Annual Meeting will be considered a contested election and, as provided under Section 2.8 of our Bylaws, directors will be elected on a plurality basis. Under the plurality voting standard, you may vote “FOR” or “WITHHOLD” authority to vote for up to six nominees, and the six nominees receiving the greatest number of votes cast “FOR” their election among all stockholders will be elected, regardless of whether they were nominated by your Board or by LifeSci. Votes to “WITHHOLD” or “ABSTAIN” with respect to any nominee are not votes cast and will result in the applicable nominee(s) receiving fewer votes cast “FOR” such nominee(s).

It will NOT help elect the nominees recommended by your Board if you sign and return blue proxy cards sent by LifeSci even if you vote to “WITHHOLD” or “ABSTAIN” with respect to LifeSci directors. In fact, doing so will cancel any previous vote you cast on a WHITE proxy card sent to you by Diffusion. The only way to support your Board’s nominees is to vote “FOR” all of your Board’s nominees, which registered stockholders can do by marking the “FOR ALL” box on the WHITE proxy card. ONLY THE LATEST-DATED, VALIDLY EXECUTED PROXY RECEIVED WILL BE COUNTED.

Additional Information Regarding Voting on Proposals 2 and 3

Typically, the ratification of the independent registered public accounting firm is a routine matter as to which, under applicable NYSE rules (which NYSE-registered brokers must comply with even with respect to Nasdaq-listed companies), a broker will have discretionary authority to vote if instructions are not received from the client at least 10 days prior to the Annual Meeting (so-called “broker non-votes”). However, because LifeSci has initiated a proxy contest, to the extent that LifeSci provides a proxy card or voting instruction form to stockholders who hold their shares in “street” name, brokers will not have discretionary voting authority to vote on any of the proposals at the Annual Meeting. As a result, assuming LifeSci has provided you with its proxy materials, all proposals disclosed in this proxy statement, including Proposal 2 forIf final results are unavailable at the ratification oftime we file the selection ofForm 8-K, then we will file an amended report on Form 8-K to disclose the Company’s independent registered public accounting firm, will be considered non-routine underfinal voting results within four business days after the rules of the NYSE and your broker will not vote your shares on any proposal without your instructions.

Accordingly, it is very important that you instruct your broker how you wish your shares to be voted on these matters.final voting results are known.

Who will count the votes at the Annual Meeting?

We currently expect that First Coast Results, Inc.Computershare will tabulate the votes and our General Counsel & Corporate Secretary will be our independent inspector of elections for the Annual Meeting.

Whom do I contact if I have questions regarding the Annual Meeting?

If you have any questions regardingabout the Annual Meeting or would like additional copies of this informationProxy Statement, you should contact us via e-mail at info@cervomed.com or the proxy materials, please contact Innisfree M&A Incorporated,Computershare via mail at:

Computershare

CervoMed Inc., our proxy solicitor. Stockholders in the U.S. and Canada may call toll-free at (877) 456-3402. Banks and brokers may call collect at (212) 750-5833.   – Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?

We currently are not aware of any business to be acted upon at the Annual Meeting other than that described in this Proxy Statement. If, however, other matters are properly brought before the Annual Meeting, or any adjournment or postponement of the Annual Meeting, your proxy includes discretionary authority on the part of the individuals appointed to vote your shares or act on those matters according to their best judgment, including to adjourn the Annual Meeting if a quorum is not present.

How will business be conducted at the Annual Meeting?

The presiding officer at the Annual Meeting will determine how business at the meeting will be conducted. Only nominations and other proposals brought before the Annual Meeting in accordance with the advance notice and information requirements of our Bylaws will be considered. Noconsidered, and no such nominations or other proposals were received other than the nominations from LifeSci, and no other nominations for election to our Board may be made by stockholders at the Annual Meeting.received. In order for a stockholder proposal to have been included in our Proxy Statementproxy statement for the Annual Meeting, our General Counsel & Corporate Secretary must have received such proposal a reasonable period of time before we began to print and send our proxy materials. Under our Bylaws, becauseAs the date of the Annual Meeting is delayed by more than thirty (30) days after the anniversary of the 2021Company did not hold an Annual Meeting of Stockholders in order to be included2023, in this Proxy Statement, completeaccordance with our Bylaws and timely written notice of a proposed nominee for election toas previously announced in our Current Report on Form 8-K filed with the Board at the Annual MeetingSEC on March 18, 2024, any such nomination or a proposal for any other business to be brought before the Annual Meeting must have been received by our General Counsel & Corporate Secretary not later thanon or before the close of business on the tenth day following the day on which public announcement of the date of the Annual Meeting is first made (i.e., November 10, 2022).

BACKGROUND OF SOLICITATION

As reported in Diffusion’s 2021 Annual Report, one of the key objectives underlying the Company’s business strategy for 2022 involved identifying and pursuing opportunistic transactional opportunities intended to diversify the Company’s portfolio of product candidates and reduce the Company’s overall risk profile as an investment.  In pursuit of this objective, from time to time during the fourth quarter of 2021 and first half of 2022, Diffusion’s management team entered into customary nondisclosure agreements and held conversations with several potential counterparties with the intent of identifying assets and commercial opportunities that would enhance long-term value for Diffusion’s stockholders.

On May 10, 2022, the Company’s Board held a meeting and authorized management to being the process of engaging an investment bank to further support the Company’s process.

On May 26, 2022, David Dobkin, in his capacity as a managing director of LifeSci Capital, an investment bank that claims it provides life science companies with independent advisory services and experienced counsel to assist in making fully informed capital markets decisions and an affiliate of LifeSci, sent an unsolicited email to Robert Cobuzzi, Diffusion’s Chief Executive Officer, and Willian Hornung, Diffusion’s Chief Financial Officer, and placed a call to Diffusion purportedly on behalf of an unidentified large stockholder of Diffusion, requesting a call to discuss strategic alternatives.  In response to the outreach, William Elder, Diffusion’s General Counsel, contacted Mr. Dobkin that same day. When asked, Mr. Dobkin refused to disclose the identity of the investor or the nature of the alternatives. In addition to serving as a managing director for LifeSci Capital, Mr. Dobkin also serves as a portfolio manager for LifeSci.

That next day, Mr. Dobkin emailed Mr. Elder again requesting that his client have a direct forum with Diffusion’s management to discuss merging one or several new assets into Diffusion, a restructuring, and/or other strategic alternatives. Mr. Dobkin continued his refusal to identify his client and indicated that he and his client were unwilling to enter into a customary nondisclosure agreement prior to a substantive discussion with Diffusion.

On JuneApril 1, 2022, representatives of Tiberend Strategic Communications (“Tiberend”), Diffusion’s investor relations firm, attempted to reach Mr. Dobkin, but he did not return their call.

On July 18, 2022, Diffusion engaged Canaccord Genuity (“Canaccord”) as its financial advisor in connection with the Board’s expansion of its ongoing evaluation of potential financial and strategic transactions to enhance stockholder value, including with respect to a sale of the Company.

On August 4, 2022, Mr. Dobkin emailed Mr. Elder again requesting a call with management without providing any specific information regarding the identity his purported client(s) or any further details regarding the strategic alternatives he was proposing.

Diffusion did not hear again from Mr. Dobkin or LifeSci for a number of weeks. Then, on September 14, 2022, Mr. Dobkin again emailed Dr. Cobuzzi and Mr. Elder, this time asserting that an unidentified client of LifeSci Capital had amassed a 4.9% stake in Diffusion. In follow-up communications between representatives of Diffusion, Tiberend and Mr. Dobkin over the next couple of days, Mr. Dobkin claimed that his client and affiliated companies had assets complementary to Diffusion’s lead product candidate, trans sodium crocetinate, and desired to explore strategic alternatives. Mr. Dobkin continued to press for a call with management but refused to identity his client(s) or provide any further details regarding any proposed alternatives.

On September 21, 2022, Mr. Elder again offered for Diffusion to enter into a mutual nondisclosure agreement with LifeSci Capital or its client to facilitate a conversation regarding proposed alternatives. On September 26, 2022, Mr. Elder presented Mr. Dobkin with a customary nondisclosure agreement, to which Mr. Dobkin responded that LifeSci Capital and/or its client were unwilling to agree to certain provisions of the proposed non-disclosure agreement but that he would now be willing to share additional information without a nondisclosure agreement.

On September 27, 2022, on a call with Mr. Elder and representatives from Tiberend, Mr. Dobkin identified three purported clients of LifeSci Capital purportedly interested in a transaction with Diffusion, (1) an alleged asset manager for high net-worth individuals that according to Mr. Dobkin held the 4.9% position in Diffusion’s common stock referred to in his e-mails of May 26, 2022 and September 14, 2022, (2) a private, U.S.-based oncology company (“Company A”), and (3) a private, Latin America-based healthcare company. Mr. Dobkin, however, did not specify the nature of the transaction(s) contemplated or any other proposed details.

On October 16, 2022, Mr. Dobkin sent an unsolicited proposal to Diffusion, purportedly on behalf of Company A for the purchase of all outstanding shares of Diffusion common stock for $6.58 per share. The price offered in the proposal represented just over 50% of the value of Diffusion’s balance of cash, cash equivalents and marketable securities at September 30, 2022 of approximately $12.68 per share.2024.

On October 18, 2022, Diffusion’s Board, together with Diffusion’s senior management team and Diffusion’s independent financial and legal advisors, met to discuss, among other things, the unsolicited proposal and the potential for publicly disclosing Diffusion’s strategic review process.Householding of Annual Disclosure Documents

On October 19, 2022, Mr. Dobkin followed upSome brokers or other nominee record holders may be sending you a single set of our proxy materials if multiple Company stockholders live in your household. This practice, which has been approved by the SEC, is called “householding.” Once you receive notice from your broker or other nominee record holder that it will be “householding” our proxy materials, the practice will continue until you are otherwise notified or until you notify them that you no longer want to participate in the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

We will promptly deliver a separate copy of our Notice or if applicable, our proxy materials to you if you write or call our Corporate Secretary at: CervoMed Inc., 20 Park Plaza, Suite 424, Boston, Massachusetts 02116, or (617) 744-4400. If you want to receive your own set of our proxy materials in the future or, if you share an address with Diffusion, purportedly on behalfanother stockholder and together both of you would like to receive only a single set of proxy materials, you should contact your broker or other nominee record holder directly or you may contact us at the above address and phone number.

Electronic Delivery of Company A, regarding the anticipated timing of Diffusion’s response to Company A’s unsolicited offer.Stockholder Communications

On October 20, 2022, Mr. Elder repliedMost stockholders can elect to Mr. Dobkin, stating that Diffusion was evaluatingview or receive copies of future proxy materials over the offer, but expected to have a response soon.Internet instead of receiving paper copies in the mail.

On October 25, 2022, Diffusion issued a press release publicly disclosing its ongoing strategic review process.  That same day, a letter was delivered to Mr. Dobkin on behalfYou can choose this option and save us the cost of Diffusion’s Board rejecting the proposal from Company A as woefully inadequateproducing and inviting Company A to contact the Company’s investment bankers regarding participation in Diffusion’s ongoing strategic process should Company A desire to submit a more competitive offer.  Mr. Dobkin was also provided with the form of nondisclosure agreement provided to other bidders in the process.  To date, however, neither Mr. Dobkin nor any other representative of LifeSci Capital, has directly responded to the invitation or provided any comments or feedback on the proposed form of nondisclosure agreement which had been provided to and entered into by other participants in the process. mailing these documents by:

On November 7, 2022, Mr. Dobkin, in his capacity as a portfolio manager of LifeSci Special Opportunities Master Fund Ltd., submitted a letter to Diffusion seeking to nominate an alternative slate of directors at the Annual Meeting on LifeSci’s own behalf.

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following the instructions provided on your proxy card; or

According to LifeSci’s nomination letter, entities affiliated with LifeSci began accumulating Diffusion stock on May 2, 2022 and had acquired a 4.8% position as of November 7, 2022. During his communications with Diffusion and its representatives between May 2022 and October 2022 in his capacity as a managing director for LifeSci Capital, despite contemporaneously serving as a portfolio manager for LifeSci, Mr. Dobkin at no point disclosed that the purported 4.9% stockholder to which he alluded on multiple occasions had any affiliation with LifeSci Capital other than the alleged investment banking relationship.

On November 9, 2022, Diffusion’s Board, together with Diffusion’s senior management team and Diffusion’s independent financial and legal advisors, held a meeting to discuss, among other things, the strategic review process, the LifeSci nomination letter and the timing of the Annual Meeting. At that meeting, Canaccord noted that a number of companies had expressed potential interest in a transaction with the Company but reported that there had still been no response from LifeSci or Company A with respect to joining the process.  In addition, Diffusion’s Board determined to reschedule the date of the Annual Meeting until December 30, 2022 to, among other things, afford the Company more time to devote to progressing the strategic review process in a manner best designed to enhance stockholder value.

On November 10, 2022, Diffusion filed a Current Report on Form 8-K announcing that the date of the Annual Meeting had been rescheduled to December 30, 2022.

On November 14, 2022, Diffusion issued a press release in which it provided an update on its ongoing strategic review process and, among other things, publicly disclosed its receipt and rejection of the unsolicited offer from Company A and its subsequent receipt of the nomination letter from LifeSci.

On November 17, 2022, LifeSci issued a press release announcing its intention to nominate its own slate of nominees to the Company’s Board.

On November 18, 2022, Diffusion filed a preliminary proxy statement on Schedule 14A with the SEC.

On November 22, 2022, LifeSci filed a preliminary proxy statement on Schedule 14A with the SEC.

On November 28, 2022, Diffusion filed this revised preliminary proxy statement on Schedule 14A with the SEC.

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following the instructions provided when you vote over the Internet

CORPORATE GOVERNANCE

Introduction

Our common stock is currently listed for quotation on the Nasdaq Capital Market under the symbol “DFFN.“CRVO.” As required by the Listing Rules of the Nasdaq Capital Market, the Board has adopted certain governance standards, including its standard of independence.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines, a copy of which can be found on the Investor Relations—Corporate Governance section of our corporate website at www.diffusionpharma.comwww.cervomed.com. Among the topics addressed in our Corporate Governance Guidelines are:

Directors & Director Independence

The Board has fixed the number ofNasdaq rules generally require that independent directors at seven asmust comprise a majority of the datelisted company’s board of this Proxy Statementdirectors. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board has determined that sixfive of our seveneight current directors — Robert Adams, Eric Francois, Mark T. Giles,Joshua S. Boger, Ph.D., Jane H. Hollingsworth, Diana Lanchoney,J.D., Jeff Poulton, Marwan Sabbagh, M.D., and Alan LevinFrank Zavrl — are “independent directors” as that term is defined under the applicable rules and regulations of the SEC and under the Listing Rules of the Nasdaq Capital Market.

OneCertain Family Relationships

Dr. Alam and Dr. Grégoire are married and therefore "immediate family members" as defined in Item 404 of Regulation S-K under the Exchange Act. Other than their relationship, there are no family relationships among any of our current directors – Eric Francois – has resigned from theor executive officers.

Diversity Matrix

The following Board and each of its committees effective as of December 16, 2022 as a result of certain mandatory internal policies and procedures of his current employer following a return to his investment banking career in late 2021. Accordingly, Mr. Francois will not stand for re-election at the Annual Meeting. On November 13, 2022, in connection with Mr. Francois’ resignation andDiversity Matrix presents our Board’s diversity statistics in accordance with and pursuant to Section 3.2 of the Company’s Bylaws, the Board resolved to reduce the number of directors on the Board from seven to six, effective simultaneous with, and contingent upon, the effectiveness of Mr. Francois’ resignation from the Board. Accordingly,Nasdaq Rule 5606, as of the date of the Annual Meeting, the number of directors on the Board is expected to be six.self-disclosed by our directors.

Following the effectiveness of Mr. Francois’ resignation, five of our six directors and director nominees – each of the individuals identified above as independent directors other than Mr. Francois – would be “independent directors” under the Listing Rules of the Nasdaq Capital Market.

Board Leadership Structure

The Board believes that our stockholders are best served if the Board retains the flexibility to adapt its leadership structure to applicable facts and circumstances, which necessarily change over time. Accordingly, under our Corporate Governance Guidelines, the office of ChairmanChair of the Board and Chief Executive Officer may or may not be held by one person. The Board believes it is best not to have a fixed policy on this issue and that it should be free to make this determination based on what it believes is best under the circumstances.

Currently, Jane H. HollingsworthJoshua S. Boger, Ph.D., serves as the Chair of the Board and Robert J. Cobuzzi, Jr.John Alam, M.D. serves as our President and Chief Executive Officer.Officer; Dr. Grégoire served as Chair of the Board until Dr. Boger’s appointment to the Board and as Chair, effective February 7, 2024. The Board believes that it is currently in the best interests of the Company’s stockholders to separate these offices. This separation allows for our Board Chair to act as a bridge between the Board and the operating organization, while our President and Chief Executive Officer focuses on running the Company’s business. The Board believes that this separation allows for a more effective utilization of the proven leadership capabilities, breadth of industry experience and business success of the individuals holding both positions, and that the Company and its stockholders are best currently served by this leadership structure.

Executive Sessions

Generally, at regular meetings of the Board, our independent directors meet in executive session with no company management present during a portion of eachthe meeting. Ms. Hollingsworth typically presides over these executive sessions and serves as a liaison between the independent directors and our Chief Executive Officer.

Board Meetings and Attendance

During 2021,2023, the Board held nine20 meetings, including one joint meeting with the Compensation Committee.Committee and 17 meetings of the Diffusion board of directors prior to the completion of the Merger. Prior to the Merger, EIP’s board of directors met three times during 2023. Each of ourthe directors on the Board during 2023 attended 75 percent or more of the aggregate meetings of the Board and all committees on which he or she served for the period during 2021.2023 in which he or she served as a director. In addition, the Company’s directors are expected to participate in theattend annual meetings of stockholders, and all the Company’s directors participated in the 2021 annual meeting of stockholders.if their schedules permit.

Board Committees

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of these committees has the composition and responsibilities described below. The Board, from time to time, may establish other committees to facilitate the management of the Company or oversight of certain affairs, and may change the composition and the responsibilities of the existing committees. Each of the three standing committees has a charter which can be found on the Investor Relations—Corporate Governance section of our corporate website at www.diffusionpharma.com.www.cervomed.com.

Audit Committee

Responsibilities.

The primary responsibilities of the Audit Committee include:

The Audit Committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.

Composition and Audit Committee Financial Expert. The current members of the Audit Committee are Messrs. Francois, Giles,Ms. Hollingsworth, Mr. Poulton, and Levin and Ms. Hollingsworth. Mr. LevinZavrl. Mr. Poulton is the chair of the Audit Committee. From January 1, 2023, until the completion of the Merger, Ms. Hollingsworth, Mark T. Giles and Alan Levin were the members of Diffusion’s Audit Committee, with Mr. Levin serving as chair.

Each current member of the Audit Committee qualifies as “independent” for purposes of membership on audit committees under the Listing Rules of the Nasdaq Capital Market and the rules and regulations of the SEC and is “financially literate” under the Listing Rules of the Nasdaq Capital Market. In addition, the Board has determined that Mr. LevinPoulton qualifies as an “audit committee financial expert” as defined by the rules and regulations of the SEC and meets the qualifications of “financial sophistication” under the Listing Rules of the Nasdaq Capital Market as a result of his experience in senior financial positions. Stockholders should understand that these designations related to the Audit Committee members’ experience and understanding with respect to certain accounting and auditing matters are disclosure requirements of the SEC and the Nasdaq Capital Market and do not impose upon any of them any duties, obligations or liabilities that are greater than those generally imposed on a member of the Audit Committee or of the Board.

Meetings. The Audit Committee met five times during 2021.2023, including four meetings of the Audit Committee of the Diffusion board of directors prior to the completion of the Merger. Prior to the Merger, EIP’s Audit Committee met one time during 2023.

Processes and Procedures for Complaints. The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters, and the submission by our employees, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters. Our personnel with such concerns are encouraged to discuss their concerns with their supervisor first, who in turn will be responsible for informing our President and Chief Executive Officer of any concerns raised. If an employee prefers not to discuss a particular matter with his or her own supervisor, the employee may instead discuss such matter with our President and Chief Executive Officer. If an individual prefers not to discuss a matter with the President and Chief Executive Officer or if the President and Chief Executive Officer is unavailable and the matter is urgent, the individual is encouraged to contact the Chair of the Audit Committee, Mr. Levin.Poulton.

A copy of the Audit Committee’s written charter is publicly available on our website at www.cervomed.com.

Compensation Committee

Responsibilities. The primary responsibilities of the Compensation Committee include:

The Compensation Committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.

Composition. The current members of the Compensation Committee are Messrs. Adams and Francois, Ms. Hollingsworth, Mr. Poulton, and Dr. Lanchoney. Mr. AdamsZavrl. Mr. Zavrl is the chair of the Compensation Committee. Each of the fourthree current members of the Compensation Committee is an “independent director” under the Listing Rules of the Nasdaq Capital Market and a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. From January 1, 2023, until the completion of the Merger, Ms. Hollingsworth, Diana Lanchoney, M.D. and Robert Adams were the members of Diffusion’s Compensation Committee, with Mr. Adams serving as chair.

Meetings. The Compensation Committee met sevenfour times during 2021,2023, including one joint meeting of the Compensation Committee of the Diffusion board of directors with the Board.Diffusion board of directors prior to the Merger. Prior to the Merger, EIP’s Compensation Committee met one time during 2023.

Processes and Procedures for Consideration and Determination of Executive Compensation. The Compensation Committee has authority to determine all compensation applicable to our executive officers. In setting executive compensation for our executive officers, the Compensation Committee considers, among other things, the following primary factors: each executive’s position within the Company and the level of responsibility; the ability of the executive to affect key business initiatives; the executive’s individual experience and qualifications; compensation paid to executives of comparable positions by companies similar to our Company; Company and individual performance; and the executive’s current and historical compensation levels. The Compensation Committee has also from time to time – including during 20212023 – retained the services of itsan independent consulting firm Radford, to provide advice with respect to executive compensation, such as developing a group of comparable peer companies and reviewing executive and director compensation levels. In making decisions regarding the form and amount of compensation to be paid to our executives, the Compensation Committee may consider information gathered by, and the recommendations of, Radford,its current outside compensation consultant, Alpine Rewards, when necessary and appropriate.

In making decisions regarding the form and amount of compensation to be paid to our executive officers (otherother than our Chief Executive Officer),Officer, the Compensation Committee considers and gives weight to the recommendations of our Chief Executive Officer recognizing that due to his reporting and otherwise close relationship with each executive, the Chief Executive Officer often is in a better position than the Compensation Committee to evaluate the performance of each executive (other than himself). In making decisions regarding the form and amount of compensation to be paid to our Chief Executive Officer, the Compensation Committee considers the recommendation of the Chief Executive Officer with respect to his own compensation and the Compensation Committee’s own assessment of the Chief Executive Officer’s annual performance and input from other Board members. The Compensation Committee meets in executive session regularly and makes all executive compensation decisions about the Chief Executive Officer without the presence of the Chief Executive Officer or any executive or employee of our company.Company.

Processes and Procedures for Consideration and Determination of Director Compensation. The Board has delegated to the Compensation Committee the responsibility, among other things, to establish and lead a process for determining compensation payable to our non-employee directors. The Compensation Committee makes recommendations regarding compensation payable to our non-employee directors to the entire Board, which then makes the final decision.

In making decisions regarding compensation to be paid to our non-employee directors, the Board considers factors such as its own views as to the form and amount of compensation to be paid, the current and anticipated time demands placed on non-employee directors and other factors that may be relevant, including the recommendations of Radford,Alpine Rewards, when necessary and appropriate.

A copy of the Compensation Committee’s written charter is publicly available on our website at www.cervomed.com.

Nominating and Corporate Governance Committee

Responsibilities. The primary responsibilities of the Nominating and Corporate Governance Committee are:

The Nominating and Corporate Governance Committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.

Composition. The current members of the Nominating and Corporate Governance Committee are Messrs. Adams, Giles,Ms. Hollingsworth, Dr. Sabbagh and Levin and Dr. Lanchoney. Mr. GilesZavrl. Ms. Hollingsworth is the chair of the Nominating and Corporate Governance Committee. Each of the fourthree current members of the Nominating and Corporate Governance Committee is an “independent director” within the meaning of the Listing Rules of the Nasdaq Capital Market. From January 1, 2023, until the completion of the Merger, Messrs. Adams, Giles and Levin and Dr. Lanchoney were the members of Diffusion’s Nominating and Governance Committee, with Mr. Giles serving as chair.

Meetings. The Nominating and Corporate Governance Committee met three timesone time during 2021.2023. Prior to the Merger, neither Diffusion’s nor EIP’s respective Nominating and Corporate Governance Committee met during 2023.

Processes and Procedures for Consideration Director Nominations. In selecting nominees for the Board, the Nominating and Corporate Governance Committee first determines whether the incumbent directors are qualified to serve, and wish to continue to serve, on the Board. The Nominating and Corporate Governance Committee believes that our Company and stockholders benefit from the continued service of certain qualified incumbent directors because those directors have familiarity with and insight into our Company’s affairs that they have accumulated during their tenure with Diffusion.CervoMed, in addition to the qualifications and expertise contributing to such director’s original appointment to the Board. Appropriate continuity of Board membership also contributes to the Board’s ability to work as a collective body. Accordingly, it is the practice of the Nominating and Corporate Governance Committee, in general, to re-nominate an incumbent director at the upcoming annual meeting of stockholders if the director wishes to continue his or her service with the Board, the director continues to satisfy the Nominating and Corporate Governance Committee’s criteria for membership on the Board, the Nominating and Corporate Governance Committee believes the director continues to make important contributions to the Board and there are no special, countervailing considerations against re-nomination of the director.

In identifying and evaluating new candidates for election to the Board, the Nominating and Corporate Governance Committee from time to timegenerally first solicits recommendations for nominees from persons with whom the Nominating and Corporate Governance Committee is familiar and whobelieves are knowledgeable about the Company and the biotech industry generally for nominees likely to havebe familiar qualified candidates having the qualifications, skills and characteristics required for Board nominees. Such persons may include members of the Board and senior management of Diffusion.CervoMed or other individuals within the personal networks of Company leadership. In addition, the Nominating and Corporate Governance Committee may engage a search firm to assist it in identifying qualified candidates. The Nominating and Corporate Governance Committee would typically reviewthen reviews and evaluateevaluates each candidate whom it believes merits serious consideration, taking into account available information concerning the candidate, any qualifications or criteria for Board membership established by the Nominating and Corporate Governance Committee, the existing composition of the Board (including with respect to diversity), and other factors that it deems relevant. In conducting its review and evaluation, the Nominating and Corporate Governance Committee may solicit the views of our management, other Board members and any other individuals it believes may have insight into a candidate. The Nominating and Corporate Governance Committee may designate one or more of its members and/or other Board members to interview any proposed candidate.

The Nominating and Corporate Governance Committee will consider recommendations for the nomination of directors submitted by our stockholders. The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders in the same manner as those recommended as described above.

There are no formal requirements or minimum qualifications that a candidate must meet in order for the Nominating and Corporate Governance Committee to recommend the candidate to the Board. The Nominating and Corporate Governance Committee believes that each nominee should be evaluated based on his or her merits as an individual, taking into account the needs of the Company and the Board. However, in evaluating candidates, there are a number of criteria that the Nominating and Corporate Governance Committee generally views as relevant and is likely to consider. Some of these factors include:

While we do not have a stand-alone diversity policy, in considering whether to recommend any director nominee, including candidates recommended by stockholders, the Nominating and Corporate Governance Committee will consider the factors described above. The Nominating and Corporate Governance Committee seeks nominees with a broad diversity of experience, expertise, and backgrounds. The Nominating and Corporate Governance Committee does not assign specific weights to particular criterioncriteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.

Board Diversity

We believe it is important that our Board is composed of individuals reflecting the diversity represented by our employees, our clients, and our communities.  Below, we provide an enhanced disclosure regarding the diversity of our Board as required by the listing standardsA copy of the Nasdaq Capital Market.Nominating and Corporate Governance Committee’s written charter is publicly available on our website at www.cervomed.com.

Board Oversight of Risk

The Board as a whole has responsibility for risk oversight, with more in-depth reviews of certain areas of risk being conducted by the relevant Board committees that report on their deliberations to the full Board. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide information to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. The areas of risk that we focus on include regulatory, operational, financial (accounting, credit, liquidity and tax), cybersecurity, legal, compensation, competitive, health, safety and environment, economic, political and reputational risks.

The committees of the Board oversee risks associated with their respective principal areas of focus. The Audit Committee’s role includes a particular focus on the qualitative aspects of financial reporting to stockholders, our processes for the management of business and financial risk, our financial reporting obligations, cybersecurity and information technology matters, and our compliance with significant applicable legal, ethical and regulatory requirements. The Audit Committee, along with management, is also responsible for developing and participating in a process for review of important financial and operating topics that present potential significant risk to our company.Company. The Compensation Committee is responsible for overseeing risks and exposures associated with our compensation programs and arrangements, including our executive and director compensation programs and arrangements. The Nominating and Corporate Governance Committee oversees risks relating to our corporate governance matters and policies and management and director succession planning.

We recognize that a fundamental part of risk management is understanding not only the risks a company faces and what steps management is taking to manage and mitigate those risks, but also understanding what level of risk is appropriate for our Company. The involvement of the full Board in setting our business strategy is a key part of the Board’s assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for our company.Company.

We believe our current Board leadership structure is appropriate and helps ensure proper risk oversight for our companyCompany for a number of reasons, including: (1) general risk oversight by the full Board in connection with its role in reviewing our key long-term and short-term business strategies and monitoring on an on-going basis the implementation of our key business strategies; (2) more detailed oversight by our Board committees that are currently comprised of and chaired by our independent directors and (3) the focus of our ChairmanChair of the Board and standing committee chairs on allocating appropriate Board and Board committee agenda time for discussion regarding the implementation of our key business strategies and specifically risk management.

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics applies to all of our directors, executive officers and other employees, and meets the requirements of the SEC. A copy of our Code of Business Conduct and Ethics is available on the Investor Relations—Corporate Governance—Code of Business Conduct and Ethics section of our corporate website at www.diffusionpharma.com.www.cervomed.com.

Policy Regarding Director Attendance at Annual Meetings of Stockholders

It is the policy of the Board that directors standing for re-election should attend our annual meeting of stockholders if their schedules permit.

Process Regarding Stockholder Communications with Board

Stockholders may communicate with the Board or any one particular director by sending correspondence, to our General Counsel & Corporate Secretary via e-mail to proxyrequests@diffusionpharma.cominfo@cervomed.com or via mail to 300 East Main Street,20 Park Plaza, Suite 201, Charlottesville, Virginia 22902,424, Boston, Massachusetts 02116, with an instruction to forward the communication to the Board or one or more particular directors. Our General Counsel & Corporate Secretary will forward promptly all such stockholder communications to the Board or the one or more particular directors, with the exception of any advertisements, solicitations for periodical or other subscriptions, and other similar or otherwise inappropriate communications.

Policy Prohibiting Hedging - Insider Trading Policy

We maintain an Insider Trading Policy that prohibits our officers, directors, and employees from, among other things, engaging in speculative transactions in our securities, including by way of the purchase or sale of a put option, a call option or a short sale (including a short sale “against the box”), or engaging in hedging transactions, including prepaid variable forward contracts, equity swaps, collars and exchange funds.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Number of Directors

Our Bylaws provide that the Board will consist of at least one member, or such other number as may be determined by the Board or our stockholders. The Board has currently fixed the number of directors at seven as of the date of this Proxy Statement. One of our current directors – Eric Francois – has resigned from the Board effective as of December 16, 2022 as a result of certain mandatory internal policies and procedures of his current employer following a return to his investment banking career in late 2021 and, accordingly, will not stand for re-election at the Annual Meeting. On November 13, 2022, in connection with Mr. Francois’ resignation and in accordance with and pursuant to Section 3.2 of the Company’s Bylaws, the Board resolved to reduce the number of directors on the Board from seven to six, effective simultaneous with, and contingent upon, the effectiveness of Mr. Francois’ resignation from the Board. Accordingly, as of the date of the Annual Meeting, the number of directors on the Board is expected to be six.eight.

Nominees for Director

The Board has nominated the following sixeight individuals each of whom is currently a director on our Board, to serve as our directors until the next annual meeting of our stockholders or until their successors are elected and qualified:qualified. All of the nominees named below are current members of the Board.

Proxies only can be voted for the number of persons named as nominees in this Proxy Statement, which is six.eight. If prior to the Annual Meeting, the Board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the discretion of the Board, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board has no reason to believe that any of the nominees will be unable to serve. We strongly encourage you to read this Proxy Statement carefully and to use the enclosed WHITE proxy card to vote for the Board's nominees named herein in accordance with the Board's recommendation.

Information About Current Directors Standing for Re-Election and Board Nominees

The table below sets forth, as of the date of this Proxy Statement, certain information that has been furnished to us by each current director standing for re-election and each other individual who has been nominated by the Board to serve as a director of our company:nominee.

^A - Member of Audit Committee as of the date of this Proxy Statement.

^C – Member of Compensation Committee as of the date of this Proxy Statement.

^N – Member of Nominating & Corporate Governance Committee as of the date of this Proxy Statement.

Additional Information About Current Directors and Board Nominees

The paragraphs below provide further information about each current director each of whom has been nominatedand nominee for election at the Annual Meeting by the Board,director, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly held companies of which he or she currently serves as a director or served as a director during the past five years. We believe that all of our directors and director nominees display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of the Board and its committees; a fit of skills and personality with those of our other directors that helps build a board of directors that is effective, collegial and responsive to the needs of our company;Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each director and nominee for director also sets forth specific experience, qualifications, attributes and skills that, among other things, led the Board to the conclusion that he or she should serve as a director in light of our business and structure.

There are no arrangements or understandings with another person under which the Company’s directors and executive officers were or are to be selected as a director or executive officer. Additionally, no director or executive officer of the Company is involved in legal proceedings which require disclosure under Item 401 of Regulation S-K.

Current Directors and Board Nominees

Robert AdamsJohn Alam, M.D.,  — Mr. Adams has served as our President and Chief Executive Officer and as a director since January 2016August 2023. Dr. Alam was EIP’s co-founder and served as EIP’s President and Chief Executive Officer and as a directormember of Diffusion LLC since 2002.EIP’s board of directors from April 2018 to August 2023. Prior to his retirementthat, Dr. Alam served as a managing member of EIP Pharma, LLC, EIP’s predecessor entity, from its inception in 2015, Mr. Adams was2010. From January 2011 to August 2014, Dr. Alam served as therapeutic area head for diseases of aging at Sanofi S.A. (NASDAQ: SNY), a partner in the intellectual property law firmglobal pharmaceutical company. From 1997 until 2008, he held positions of Nixon & Vanderhye P.C,increasing responsibility at Vertex Pharmaceuticals (NASDAQ: VRTX), most recently as Chief Medical Officer and Executive Vice President, Medicines Development. From 1991 to 1997, Dr. Alam worked at Biogen Inc. (NASDAQ: BIIB), where he had practiced for over 25 years, focusing on patent litigation and international patent licensing and negotiations. Duringled the clinical development of Avonex, a drug that time period, Mr. Adams was lead litigation counsel in more than 50 major intellectual property lawsuits, where he directly handled, for example, all intellectual property valuations and settlements on behalf of his U.S. and foreign clients. Moreover, Mr. Adamstreats multiple sclerosis. From 2014 to 2022, Dr. Alam served as the head negotiator for a well-known Japanese consumer products company for 15 years in various complicated licensing situations. Those negotiations typically involved the cross-licensing of up to hundreds of U.S. and foreign patent rights. His lead licensing activities on behalf of that client included, among other things, multi-year negotiations with Texas Instruments, Advanced Micro Devices and Freescale. Mr. Adams received a B.A. from the University of Maryland and a J.D. from George Washington University (with honors), and is a member of the Virginia State Bar.board of directors of the Alliance for Aging Research, a non-profit organization dedicated to promoting innovation to address the healthcare needs of older Americans. Dr. Alam received an S.B. in chemical engineering from the Massachusetts Institute of Technology and a M.D. from Northwestern University School of Medicine. Dr. Alam completed an internal medicine residency at Brigham and Women’s Hospital and a post-doctoral fellowship at Dana-Farber Cancer Institute.

The Board believes Mr. Adams’ perspective and experience as a director of Diffusion, as well as the depth and breadth of his intellectual property experience, provide him with the qualificationsthat Dr. Alam is qualified to serve as a director.director due to his service as the Company’s and EIP’s president and chief executive officer and his extensive knowledge of our Company and significant background in pharmaceutical research and development. 

Joshua S. Boger, Ph.D., has served as a director and the Chair of the Board since February 2024. Dr. Boger is the founder of Vertex Pharmaceuticals (NASDAQ: VRTX) and served as its Chief Executive Officer from 1992 to May 2009, as chairman of its board of directors from 1997 to 2006, and as a director from 1989 until his retirement from the Vertex Pharmaceuticals board of directors in 2017. Prior to founding Vertex Pharmaceuticals in 1989, Dr. Boger held the position of Senior Director of Basic Chemistry at Merck Sharp & Dohme Research Laboratories in Rahway, New Jersey, where he headed both the Department of Medicinal Chemistry of Immunology & Inflammation and the Department of Biophysical Chemistry. Dr. Boger currently serves as executive chairman of the board of directors of Alkeus Pharmaceuticals, Inc., a privately-held biotechnology company focused on treating degenerative eye diseases. Dr. Boger holds a B.A. in chemistry and philosophy from Wesleyan University and M.S. and Ph.D. degrees in chemistry from Harvard University. His postdoctoral research in molecular recognition was performed in the laboratories of the Nobel-prize winning chemist, Jean-Marie Lehn in Strasbourg, France. He is the author of over 50 scientific publications and holds 32 issued U.S. patents in pharmaceutical discovery and development.

The Board believes that Dr. Boger is qualified to serve as a director due to his management experience in the pharmaceutical and biotechnology sector and his extensive knowledge of our Company and significant background in pharmaceutical research and development.

Robert J. Cobuzzi, Jr., Ph.D., – Dr. Cobuzzi has served as our Chief Operating Officer since August 2023 and as a director since January 2020 andNovember 2023. Dr. Cobuzzi previously served as ourDiffusion’s President and Chief Executive Officer sincefrom September 2020.2020 to August 2023, and was a member of Diffusion’s board of directors from January 2020 until August 2023. Dr. Cobuzzi also currently serves as a Venture Partner and Chairman of the Business Development Board for Sunstone Life Science Ventures, an independent European venture capital investment firm focused on life science therapeutic innovations. Previously, Dr. Cobuzzi served as an Advisor to the Mitochondrial Disease Research Program at the Children’s Hospital of Philadelphia, an internationally recognized hospital and research center devoted to children, from January 2019 to April 2020, and as President and Chief Executive Officer of MitoCUREia, Inc., an affiliated company, from July 2019 to July 2020. From 2005 to 2018, Dr. Cobuzzi served in various roles at Endo International PLC, a specialty branded and generic pharmaceuticals manufacturer, most recently serving as President of Endo Ventures Limited. Dr. Cobuzzi received his Bachelor of Arts in Biochemistry and Art History from Colby College and his Ph.D. in Molecular and Cellular Biochemistry from Loyola University Chicago. He served as a Post-doctoral Fellow in Experimental Therapeutics at Roswell Park Cancer Institute.

The Board believes Dr. Cobuzzi’sCobuzzi is qualified to serve as a director due to his experience and insight with drug development and business development and funding, both in the U.S. and abroad, as well as his experience and background as our Chief Executive Officer, provide him with the qualifications to serve as aan executive and director.

Mark T. GilesSylvie Gr — Mr. Giles égoire, Pharm.D., has served as a director since January 2016August 2023 and previously served as Chair of the Board from August 2023 to February 2024. Dr. Grégoire was EIP’s co-founder and served as EIP’s Executive Chair and as a member of EIP’s board of directors from April 2018 to August 2023. From May 2013 to May 2019, Dr. Grégoire served as a director for Vifor Pharma AG (SIX: VIFN), a global pharmaceutical company focused on treatments for renal disease. From September 2007 to May 2013, Dr. Grégoire served as President of the Human Genetic Therapies division of Shire plc, a global biopharmaceutical company acquired by Takeda Pharmaceutical Company Limited. From 2005 to 2008, she served as a director of Diffusion LLC since 2008. Since July 2007, Mr. Giles has been the sole managing memberIDM Pharma, Inc., a publicly traded biotechnology company that now operates as a subsidiary of Panda Holdings, LLC, which engages in the investment and management of private capital. Since February 2015, Mr. Giles has been a general partner of Anchormark Holdings, LLC, which engages in the investment and management of private capital. PriorTakeda Pharmaceuticals Company Limited, including serving as its Executive Chair from August 2006 to joining Panda Holdings and Anchormark Holdings, Mr. GilesOctober 2007. From 2004 to 2005, Dr. Grégoire served as thePresident, Chief Executive Officer of Virginia National Bank from July 1998 until June 2007 and thereafter continued to serve as the non-executive Chairman until December 2011. Prior to joining Virginia National Bank, Mr. Giles also served as the presidentExecutive Member of two publicly traded bank holding companies and subsidiary banks in Texas and practiced law with the banking group of a Houston law firm. He chairs the board of Expedition Trust Company. Mr. Gilesdirectors of GlycoFi, Inc., a private biotechnology company now part of Merck and Co., Inc. Prior to that, Dr. Grégoire held various leadership positions at Biogen, Inc. (NASDAQ: BIIB), including Vice-President (head) of Regulatory Affairs, Vice-President (head) of Manufacturing, and as Executive Vice President of Technical Operations. Dr. Grégoire also served at Merck and Co., Inc. in the US and internationally in clinical research and regulatory affairs. Dr. Grégoire serves on the board of directors of Novo Nordisk A/S (NYSE: NVO), a global pharmaceutical company, where she sits on the audit committee, the nomination committee and the research and development committee. Dr. Grégoire has also served on the board of directors of Revvity Inc (NASDAQ: RVTY) (previously PerkinElmer, Inc. (NYSE: PKI)), a publicly traded company and a provider of products, services and solutions for the diagnostics, life sciences and applied markets, since February 2015. At Revvity, she also serves on the compensation and benefits committee and the nominating and corporate governance committee. In addition, Dr. Grégoire served as chair of the board of directors of Corvidia Therapeutics, Inc., from 2016 to 2020, a private company focused on treatments for cardio-renal diseases. Corvidia was sold to NovoNordisk in 2020. Dr Grégoire has also served on the board of F2G Ltd, a privately held company developing treatments for severe rare mold infections since December 2021 where she is also the chair of the Commercial Committee. Dr. Grégoire received a B.S.bachelor’s degree in Pharmacy from Laval University and a doctoral degree in Pharmacy from the McIntire School of Commerce at theState University of Virginia and a J.D. from the University of Virginia School of Law.New York at Buffalo.

The Board believes Mr. Giles’ perspective and experience as a director of Diffusion, as well as the depth and breadth of his business and legal experience, provide him with the qualificationsthat Dr. Grégoire is qualified to serve as a director.director due to her management experience in the pharmaceutical and biotechnology sector and her broad experience of service on other boards of directors.

Jane H. Hollingsworth, J.D., – Ms. Hollingsworth has served as a director since September 2020. Ms. Hollingsworth previously served as Chair of Diffusion’s board of directors from June 2021 to August 2023. She currently serves as the founding Managing Partner of Militia Hill Ventures, an organization that creates, builds, and invests in life sciences companies, a role she has held since 2013. While at Militia Hill, Jane co-founded and currently serves as Executive Chair of Eliksa Therapeutics, a regenerative medicine company, co-founded and served as Executive Chair of Spirovant Sciences, a gene therapy company sold to Sumitomo Dainippon Pharma, and served as Executive Chair and CEO of Immunome Inc. (NASDAQ: IMNM), a cancer immunotherapy company. Prior to founding Militia Hill, Ms. Hollingsworth co-founded and served as Chief Executive Officer of NuPathe, Inc., a neuroscience focused biopharmaceutical company. She also co-founded and served as EVP of Auxilium Pharmaceuticals, a urology and rare disease focused biopharmaceutical company. Ms. Hollingsworth also currently serves on the boards of the life science companies Afimmune Ltd. and Ribonova, and various industry and community organizations, including the University City Science Center, the Kimmel Center for the Performing Arts and Breatcancer.Org. Ms. Hollingsworth received her B.A. from Gettysburg College and her J.D. from Villanova University.

The Board believes that Ms. Hollingsworth’sHollingsworth is qualified to serve as a director due to her industry perspective and experience, including as chief executive officer and director of a publicly-traded biopharmaceutical company, as well as her depth of her other operating and senior management experience in ourthe industry and educational background, provide her with the qualifications to serve as a director.background. 

Diana Lanchoney, M.D.Jeff Poulton – Dr. Lanchoney has served as a director since June 2021.August 2023. Mr. Poulton previously served on EIP’s board of directors from April 2018 to August 2023. Since 2014, Dr. LanchoneyJuly 2019, Mr. Poulton has served as a Vice President of CSL Behring,Chief Financial Officer at Alnylam Pharmaceuticals, Inc. (NASDAQ: ALNY), a global biopharmaceutical company manufacturing plasma-derived and recombinant therapeutic products, since October 2021 as Vice President, R&D Strategy Implementation, frombased in Cambridge, Massachusetts. From January 2018 to October 2021April 2019, Mr. Poulton served as Vice President, Clinical Pharmacology and Translational Development and priorchief financial officer at Indigo Agriculture, a plant microbiome company. From September 1998 to thatDecember 2017, Mr. Poulton held various roles of increasing responsibility at Shire plc, a biotechnology company, culminating in his service as Vice President, R&D Project Management,chief financial officer from OctoberJuly 2014 to December 2017 and a member of Shire’s executive committee and board of directors from January 2015 to December 2017. During his tenure at Shire, Mr. Poulton also lead Shire’s rare disease US/APAC and LATAM commercial operations, as well as Shire’s rare disease business unit. Prior to joining CSL, Dr. Lanchoneyhis tenure at Shire, Mr. Poulton led corporate finance and business development initiatives in both the gas and electric utilities industry and the materials manufacturing sector, serving in financial leadership positions at Cinergy Corporation and PPG Industries, Inc. Mr. Poulton also served in positions of increasing responsibility with Merck & Co.,as a global pharmaceutical company, most recently as Associate Vice President, Corporate Strategy. Dr. Lanchoney received herU.S. Navy Commissioned Officer aboard the USS Peoria. Mr. Poulton holds a B.A. in Economics and German Studies from TuftsDuke University and her M.D.an M.B.A. in Finance from the UniversityKelly School of Pennsylvania.Business at Indiana University.

The Board believes Dr. Lanchoney’s professional and academic background and experience provide her with the qualificationsthat Mr. Poulton is qualified to serve as a director includingdue to his significant financial and operational experience in the depth and breadth of her experience with clinical development, corporate strategy, and pharmaceutical industry partnering.life sciences industry.

Alan LevinMarwan Sabbagh, M.D.,  — Mr. Levin has served as a director since January 2016August 2023. Dr. Sabbagh previously served as a member of EIP’s board of directors from November 2021 to August 2023. Since October 2021, Dr. Sabbagh has served as a professor in the Department of Neurology, and recently became Vice Chairman for Research, at the Barrow Neurological Institute. Dr. Sabbagh is board certified in neurology by the American Board of Psychiatry and Neurology and is a fellow of the American Academy of Neurology. Previously, from May 2018 to October 2021, Dr. Sabbagh was a neurologist and director at the Cleveland Clinic Lou Ruvo Center for Brain Health. Prior to his time at the Cleveland Clinic, Dr. Sabbagh was a director and neurologist at the Banner Sun Health Research Institute from 2000 to 2015. Dr. Sabbagh served on the board of directors of Quince Therapeutics, Inc. (f/k/a/ Cortexyme, Inc.) (NASDAQ: QNCX) from March 2022 to September 2022. Dr. Sabbagh earned his medical degree from the University of Arizona College of Medicine and his undergraduate degree from the University of California Berkeley. He completed his neurology residency at Baylor College of Medicine and a geriatric neurology and dementia fellowship at the University of California San Diego School of Medicine.

The Board believes that Dr. Sabbagh is qualified to serve as a director of Diffusion LLCdue to his expertise in neurological diseases and extensive clinical development experience.

Frank Zavrl has served as a director since June 2015. HeAugust 2023. Mr. Zavrl previously served as Executive Vice President and Chief Financial Officera member of Endo Health Solutions Inc., a global specialty healthcare company,EIP’s board of directors from June 2009 until his retirement inApril 2018 to August 2023. From September 2013. Prior2017 to joining Endo,March 2018, Mr. Levin worked with Texas Pacific Group, a leading private equity firm, and one of their start-up investments. Before that, he was Senior Vice President & Chief Financial Officer of Pfizer, Inc. where he worked for 20 years in a variety of executive positions of increasing responsibility, including Treasurer and Senior Vice President of Finance & Strategic Management for the company’s research and development organization. Mr. Levin received a bachelor’s degree from Princeton University and a master’s degree from New York University’s Stern School of Business. Mr. Levin is a certified public accountant. Mr. Levin currently servesZavrl served as a member of the board of directors of Biocryst Pharmaceuticals, Inc., a Nasdaq-traded biopharmaceuticals company. He is also a member of the Advisory Board of Auven Therapeutics, a private equity fund; and the Critical Path Institute, a nonprofit collaboration between the Food and Drug Administration and pharmaceutical industry participants focusedEIP Pharma, LLC. Prior to that, Mr. Zavrl served on streamlining and accelerating the development and regulatory pathways for innovative medicines. From December 2013 to July 2019, he was a member of the board of directors of Aceto Corporation,Puma Biotechnology, Inc. (NASDAQ: PBYI), a Nasdaq-tradedpublicly-traded company focused on the treatment of cancer, from September 2015 to July 2020. From 2002 to 2011, Mr. Zavrl served as a Partner at Adage Capital Management, L.P., an asset management company, where Mr. Zavrl specialized in genericsbiotechnology investments. From 1999 to 2002, Mr. Zavrl served as a Portfolio Manager at Merlin BioMed Group, a healthcare investment firm. Prior to that, Mr. Zavrl served from 1998 to 1999 as an analyst at Scudder Kemper Investments Inc., focusing on biotechnology investments. Mr. Zavrl received a B.S. in Biochemistry from the University of California, Berkeley and pharmaceutical intermediate products.an M.B.A. from the Tuck School of Business at Dartmouth College.

The Board believes that the combination of Mr. Levin’s perspective and experience as a director of Diffusion; his experience in financial reporting, treasury and corporate finance (including his prior positions as chief financial officer of Endo and Pfizer, Inc.); and his executive-level experience in the pharmaceutical industry all provide him with the qualifications and skillsZavrl is qualified to serve as a director.director due to his significant investment experience in pharmaceutical and biotechnology companies.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL SIXEIGHT OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT. WE STRONGLY ENCOURAGE YOU TO USE THE ENCLOSED WHITE PROXY CARD TO VOTE FOR THE BOARD'S NOMINEES NAMED HEREIN IN ACCORDANCE WITH THE BOARD'S RECOMMENDATION.

On November 22, 2022, LifeSci filed a preliminary proxy statement with the SEC that includes a proposal for the election of six nominees whom LifeSci has nominated for election as directors at the 2022 Annual Meeting. As a result, the election of directors is considered a contested election, meaning the six nominees receiving the largest pluralities of the votes cast will be elected. The Board does not endorse any LifeSci Nominee and unanimously recommends that you disregard any blue proxy card that may be sent to you by LifeSci. Voting to “WITHHOLD” with respect to any LifeSci Nominee on its proxy card is not the same as voting for the Board’s nominees, because a vote to “WITHHOLD” with respect to any LifeSci Nominee on its blue proxy card will revoke any previous WHITE proxy card submitted by you. If you have already voted using a proxy card sent to you by LifeSci, you have the right to change your vote at any time before it is exercised and we urge you to revoke that proxy by voting the enclosed WHITE proxy card by telephone or by Internet, or by signing, dating and returning it promptly by mail. Only the latest-dated, validly executed proxy that you submit will be counted. Diffusion is not responsible for the accuracy of any information provided by or relating to LifeSci or their nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, LifeSci or any other statements that LifeSci may otherwise make.

Although the Company is required to include all nominees for election on its WHITE proxy card, for additional information regarding LifeSci Nominees and any other related information, please refer to LifeSci’s proxy statement if and when it is provided to you by LifeSci. Stockholders will be able to obtain, free of charge, copies of all proxy statements, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the applicable party with the SEC in connection with the 2022 Annual Meeting at the SEC’s website (http://www.sec.gov).

PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Selection of Independent Registered Public Accounting Firm

TheOur Audit Committee has selected KPMGRSM as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2024.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of KPMGRSM as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of KPMGRSM to theour stockholders for ratification as a matter of good corporate practice. If theour stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm.RSM. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our best interests and the best interests of our stockholders.

Representatives of KPMG willRSM are expected to be present at the Annual Meeting to respond to appropriate questions. They also will have an opportunity to make a statement if they wish to do so.

Independent Auditor’s Fees

The table below presents fees billed to us for professional services rendered by KPMG,RSM, our current independent registered public accounting firm, for the years ended December 31, 20212023, and December 31, 2020.2022.

Tax FeesOn August 16, 2023, we completed the Merger. For financial reporting purposes, EIP was determined to be the accounting acquirer in 2020 representthe transaction and, accordingly, for all periods prior to the Merger, EIP’s historical financial statements and results of operations replace and are deemed to be the Company’s financial statements and results of operations for such periods. Prior to the Merger, EIP was a private, non-reporting operating company.

Accordingly, audit fees paidfor the year ended December 31, 2023, include, in addition to KPMGfees related to the audit of our consolidated financial statements for the year then-ended and related quarterly reviews, (i) fees related to the review of quarterly financial statements for the year ended December 31, 2022, (ii) fees related to the filing of our Registration Statement on Form S-4, as amended, in connection with an analysis under Section 382the Merger and (iii) fees related to the filing of our Registration Statement on Form S-8, filed with the Tax Code.SEC on September 29, 2023.

Pre-Approval Policies and Procedures

The Audit Committee has adopted procedures pursuant to which all audit, audit-related and tax services and all permissible non-audit services provided by our independent registered public accounting firm must be pre-approved by the Audit Committee. All services rendered by KPMGRSM during 20212023 and 20202022 were permissible under applicable laws and regulations and were approved in advance by the Audit Committee in accordance with the rules adopted by the SEC in order to implement requirements of the Sarbanes-Oxley Act of 2002.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF KPMGRSM US LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2022. WE STRONGLY ENCOURAGE YOU TO USE THE ENCLOSED WHITE PROXY CARD TO VOTE IN ACCORDANCE WITH THE BOARD'S RECOMMENDATION.2024.

AUDIT COMMITTEE REPORT

This report is furnished by the Audit Committee of the Board with respect to our consolidated financial statements for the year ended December 31, 2021.2023.

One of the purposes of the Audit Committee is to oversee our accounting and financial reporting processes and the audit of our annual financial statements. Our management is responsible for the preparation and presentation of complete and accurate financial statements. Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (U.S.) and for issuing a report on their audit.

In performing its oversight role, the Audit Committee has reviewed and discussed our audited consolidated financial statements for the year ended December 31, 20212023, with our management. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has discussed with KPMG,RSM US LLP, our independent registered public accounting firm for the year ended December 31, 2021,2023, the matters required to be discussed under Public Company Accounting Oversight Board standards. The Audit Committee has received the written disclosures and the letter from our independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding communications with audit committees concerning independence. The Audit Committee has discussed with KPMGRSM US LLP its independence and concluded that the independent registered public accounting firm is independent from theour Company and our management.

Based on the review and discussions of the Audit Committee described above, the Audit Committee recommended to the Board that our audited consolidated financial statements for the year ended December 31, 20212023, be included in our annual reportAnnual Report on Form 10-K for the year ended December 31, 20212023, for filing with the Securities and Exchange Commission.

Audit Committee
Alan Levin,Jeff Poulton, Chair
Eric Francois

Mark T. Giles

Jane H. Hollingsworth
Frank Zavrl

EXECUTIVE OFFICERS

The table below sets forth, as of the date of this Proxy Statement, certain information concerning our executive officers.officers who are also not directors. Biographical information for Dr.Drs. Alam and Cobuzzi is included under the heading, “Proposal No. 1—Election of Directors—Additional Information About Current Directors and Board Nominees”.

William K. HornungTanner, Ph.D., has served as the Company’s Chief Financial Officer since August 2023. He previously served as EIP’s Chief Financial Officer from September 2022 to August 2023. Dr. Tanner previously served as a consultant at Danforth Advisors, a financial and operational company for outsourced corporate and clinical business functions, from November 2021 to November 2023, including as the chief financial officer of Danforth Advisors from November 2021 to April 2022. He co-founded ImmunoGenesis, Inc., an immuno-oncology company, in May 2019 and served as its Chief Financial Officer until October 2021. From November 2022 to April 2023, Dr. Tanner served as the chief financial officer of siRNAgen Therapeutics and from May 2021 to April 2023, he served as the interim chief financial officer of Synthis Therapeutics, Inc. Prior to that, Dr. Tanner was a managing director at Brookline Capital Markets from April 2019 to May 2019, an analyst at Cantor Fitzgerald & Co. from November 2016 to November 2018, and an analyst at Guggenheim Securities from May 2015 to November 2016. Dr. Tanner earned his B.S. and Ph.D. in physiology from Texas A&M University and completed post-doctoral training in Washington University School of Medicine’s Department of Cell Biology and in the Center for Immunology. He received his MBA from Washington University’s Olin Business School.

Kelly Blackburn, M.H.A., – Mr. Hornunghas served as Senior Vice President, Clinical Development of the Company since August 2023. Ms. Blackburn previously served as Senior Vice President, Clinical Development of EIP from May 2018 to August 2023. Previously, Ms. Blackburn served as Vice President, Clinical Affairs of aTyr Pharma, Inc. (NASDAQ: LIFE) from July 2013 to July 2016. Ms. Blackburn served as a clinical development consultant from September 2012 to July 2013 to a number of companies, including Agios Pharmaceuticals, Promedior Inc. and aTyr Pharma. Prior to this, Ms. Blackburn was the Vice President, Clinical Development Operations at Vertex Pharmaceuticals (NASDAQ: VRTX), a global biotechnology company, from September 2006 to September 2012 overseeing programs for Incivek and Kalydeco, as well as their early development programs. From September 2002 to August 2006, Ms. Blackburn was Director of Clinical and Safety Operations for Millennium Pharmaceuticals where she was responsible for the VELCADE program which was successfully approved during her tenure. Ms. Blackburn holds a B.S. in biochemistry from University of New Hampshire, an M.H.A. from Quinnipiac College and a M.Ed. from Cambridge College.

William Elder has served as the Company’s General Counsel & Corporate Secretary since September 2020 and currently serves as our Chiefthe Company’s Acting Principal Financial Officer, a position he has held since September 2018. Prior to his appointmentMarch 2024. Mr. Elder also previously served as ChiefDiffusion’s Principal Financial Officer Mr. Hornung servedfrom June 2023 to August 2023 and as the Chief Business Officer ata part-time consultant to Diffusion from July 2017 through September 2018. Previously, Mr. Hornung served as Chief Financial Officer of Contravir Pharmaceuticals from June 20142020 to November 2015 and helped the company up-list to Nasdaq and raise nearly $30 million. Prior to Contravir, from 2002 through 2014 Mr. Hornung held positions of increasing responsibility with PTC Therapeutics, most recently serving as Vice President of Finance from April 2012 to March 2014. While at PTC Therapeutics, he oversaw the IPO process and raised more than $1 billion. From 1998 through 2002, Mr. Hornung was with Elan Pharmaceuticals (formerly The Liposome Company) in various financial roles. At Liposome and Elan he was responsible for strategic planning and operations of the company's UK-based European headquarters. Earlier in his career, Mr. Hornung worked for a clinical research organization where he was responsible for project management and nearly all financial aspects of the company. Mr. Hornung holds a Bachelor of Science in Accounting from the William Paterson State University of New Jersey.

Christopher D. Galloway, M.D. – Dr. Galloway has served as our Chief Medical Officer since October 2020. Prior to joining Diffusion, Dr. Galloway served as senior medical director in critical care for La Jolla Pharmaceutical Company from August 2018 to September 2020, where he chaired and oversaw La Jolla’s investigator-initiated and collaborative research programs and supported the commercial and medical teams in connection with the launch of GIAPREZA™(angiotensin II), which has been approved by the U.S. Food and Drug Administration as a vasoconstrictor to increase blood pressure in adults with septic or other distributive shock. Prior to his time at La Jolla, Dr. Galloway served as medical director for global clinical development at Rakuten Medical Inc. (f/k/a Aspyrian Therapeutics, Inc.), a biotechnology company developing cell-targeting investigative immuno-oncology therapies, from December 2016 to July 2018 and as medical affairs director within Merck & Co., Inc.’s immunotherapy division from August 2015 to November 2016. Dr. Galloway received his doctor of medicine from the University of Texas Medical Branch at Galveston, completed his residency in emergency medicine at Carolinas Medical Center in Charlotte, NC, and received a B.A. in biology from the University of Texas at Austin. He is licensed to practice medicine in the State of Colorado and is a diplomate of the American Board of Emergency Medicine.

Raven Jaeger – Ms. Jaeger has served as our Chief Regulatory Officer since May 2022. Prior to joining Diffusion, Ms. Jaeger served from April 2018 to May 2022 in positions of increasing seniority at BridgeBio, Inc., a publicly traded biopharmaceutical company developing treatments for genetic diseases and cancers with clear genetic drivers, as well as several of its affiliate companies, most recently serving as Senior Vice President, Regulatory Affairs. From 2011 to April 2018, Ms. Jaeger served in a variety of positions, most recently as Director, Regulatory Affairs, at Leadiant Biosciences Inc. (f/k/a Sigma-Tau Pharmaceuticals), a biopharmaceutical company specializing in the development of treatments for rare diseases. Prior to her time at Leadiant, Ms. Jaeger served in a variety of regulatory roles at ICON Clinical Research (f/ka ICON Development Solutions) and Nabi Biopharmaceuticals, Inc. She received a B.S. in natural sciences area with an emphasis in biology and biophysics from The Johns Hopkins University and her M.S. in biotechnology management from the University of Maryland University College.

William R. Elder – Mr. Elder has served as our General Counsel & Corporate Secretary since September 2020. Prior to joining Diffusion, Mr. Elder principally served as president and chief executive officer of BillyVonElds, LLC, a season-long and daily fantasy sports company, where he managed all corporate, legal, and operational aspects of the business from April 2019 to September 2020. From July 2020 to September 2020, Mr. Elder also served as a part-time consultant to Diffusion. From 2011 to February 2019, Mr. Elder served as a corporate and securities associate for Dechert LLP, an international law firm, where Mr. Elder’s practice focused primarily on counseling public companies on securities laws and regulatory requirements, corporate governance matters, and financial transactions in the equity and debt markets. He received his J.D. from the University of Pennsylvania Law School, an M.S. in finance from Villanova University, and a B.A. in economics from Tufts University.

No family relationships exist among any of our directors or executive officers.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below provides summary compensation information concerning compensation awarded for service during the years ended December 31, 20212023, and December 31, 20202022, to the individuals that served as our named“named executive officers” – all individuals that served as our principal executive officer and our two most highly compensated executive officers other than the principal executive officer, as calculated in accordance with Rule 402 of Regulation S-K -- during the year ended December 31, 2021. Raven Jaeger, our current Chief Regulatory Officer, was appointed in May 2022 and did not receive any compensation from the Company during the years ended December 31, 2021 or 2020.2023.

Employment Agreements

Robert J. Cobuzzi, Jr., Ph.D.John Alam, M.D., President & Chief Executive Officer. Effective September 8, 2020,February 1, 2024, we entered into an amended and restated employment agreement with Dr. CobuzziAlam pursuant to which he serves as our President &and Chief Executive Officer. Dr. Alam’s annual base salary for the year ended December 31, 2023, was $472,399 and his target annual bonus was 40 percent of his base salary. Pursuant to the employment agreement, Dr. Alam's base salary is $538,534.86, which amount the Board may increase (but not decrease) at its discretion under the employment agreement. The employment agreement has an indefinite term.also provides Dr. Cobuzzi is currently entitled to an initial annual base salary of $410,000, subject to increase at the discretion of the Board. Dr. Cobuzzi hasAlam the opportunity to earn a target annual bonus of 50 percent of his base salary. The Board may, in its discretion, pay a portion of Dr. Cobuzzi’ annual salary and annual bonus inIn addition, the form of equity or equity-based compensation, provided that commencing with the year following the year in which a “change of control” (as defined in the employment agreement) occurs, Dr. Cobuzzi’s entire base salary and annual bonus will be paid in cash. For 2021, Dr. Cobuzzi’s entire pro-rated base salary was paid in cash. The employment agreement contains certain severance and change of control provisions as described in more detail under the heading “—Post-Termination Severance and Change in Control Arrangements.Arrangements,” The employment agreement also contains certain non-competition and non-solicitation provisions (each applicable during employment and for 24 months thereafter), as well asand confidentiality and non-disparagement provisions (each applicable during employment and at all times thereafter). The employment agreement has an indefinite term.

William K. Hornung,Robert J. Cobuzzi, Jr., Ph.D., Chief FinancialOperating Officer. Effective September 21, 2018,February 1, 2024, we entered into an amended and restated employment agreement with Mr. HornungDr. Cobuzzi pursuant to which he serves as our Chief FinancialOperating Officer. Dr. Cobuzzi’s annual base salary for the year ended December 31, 2023, was $450,000. Pursuant to the employment agreement, Dr. Cobuzzi's base salary is $465,750.00, which amount the Board may increase (but not decrease) at its discretion under the employment agreement; from June 2023 to August 2023, Dr. Cobuzzi voluntarily waived his base salary in order to preserve cash resources in advance of the Merger closing. The employment agreement has an indefinite term. Mr. Hornung was entitled to an annual base salary of $298,100 during 2020, subject to increase at the discretion of the Board. Mr. Hornung hasalso provides Dr. Cobuzzi the opportunity to earn a target annual bonus of 3550 percent of his base salary. The Board may, in its discretion, pay a portion of Mr. Hornung’s annual salary and annual bonus inIn addition, the form of equity or equity-based compensation, provided that commencing with the year following the year in which a “change of control” (as defined in the employment agreement) occurs, Mr. Hornung’s entire base salary and annual bonus will be paid in cash. For 2021, Mr. Hornung’s entire base salary was paid in cash. The employment agreement contains certain severance and change of control provisions as described in more detail under the heading “—Post-Termination Severance and Change in Control Arrangements.Arrangements,” The employment agreement also contains certain non-competition and non-solicitation provisions (each applicable during employment and for 1824 months thereafter), as well asand confidentiality and non-disparagement provisions (each applicable during employment and at all times thereafter). The employment agreement has an indefinite term.

Christopher D. Galloway, Chief Medical Officer.Kelly Blackburn, M.H.A., Senior Vice President, Clinical Development. Effective October 19, 2020,February 1, 2024, we entered into an employment agreement with Dr. GallowayMs. Blackburn pursuant to which heshe serves as our Chief Medical Officer.Senior Vice President of Clinical Development. Ms. Blackburn’s annual base salary for the year ended December 31, 2023, was $305,846 and her target annual bonus was 30 percent of her base salary. Pursuant to the employment agreement, Ms. Blackburn's base salary is $316,549.78, which amount the Board may increase (but not decrease) at its discretion under the employment agreement. The employment agreement has an indefinite term. Dr. Galloway is entitled to an initial annual base salary of $375,000, subject to increase at the discretion of the Board. Dr. Galloway hasalso provides Ms. Blackburn the opportunity to earn a target annual bonus of 4035 percent of hisher base salary. TheIn addition, the employment agreement contains certain severance and change of control provisions as described in more detail under the heading “—Post-Termination Severance and Change in Control Arrangements.Arrangements,” The employment agreement also contains certain non-competition (applicableand non-solicitation provisions (each applicable during employment and for 12 months thereafter) and non-solicitation provisions (applicable during employment and for 24 months thereafter)thereafter, respectively), as well asand confidentiality and non-disparagement provisions (each applicable during employment and at all times thereafter).

Raven Jaeger, Chief Regulatory Officer. Effective May 18, 2022, we entered into an employment agreement with Ms. Jaeger pursuant to which she serves as our Chief Regulatory Officer. The employment agreement has an indefinite term.term and requires Ms. Jaeger is entitledBlackburn to an initial annual base salary of $400,000, subject to increase at the discretion of the Board. Ms. Jaeger has the opportunity to earn a target annual bonus of 35devote no less than approximately 80 percent of her base salary. The employment agreement contains certain severancebusiness time and change of control provisions as described in more detail underenergies to her work for the heading “—Post-Termination Severance and Change in Control Arrangements.” The employment agreement also contains certain non-competition (applicable during employment and for 12 months thereafter) and non-solicitation provisions (applicable during employment and for 24 months thereafter), as well as confidentiality and non-disparagement provisions (each applicable during employment and at all times thereafter).Company.

William R. Elder, General Counsel & Corporate Secretary. Effective September 23, 2020, we entered into an employment agreement with Mr. Elder, which agreement was amended effective March 29, 2023, pursuant to which he serves as our General Counsel & Corporate Secretary. Mr. Elder’s annual base salary for the year ended December 31, 2023, was $292,782, which amount the Board may increase (but not decrease) at its discretion under the employment agreement. The employment agreement has an indefinite term.also provides Mr. Elder is entitled to an initial annual base salary of $250,000, subject to increase at the discretion of the Board. Mr. Elder has the opportunity to earn a target annual bonus of 30 percent of his base salary. The Board may, in its discretion, paysalary; for the year ended December 31, 2023, the Compensation Committee established a portion of Mr. Elder’s annual salary andtarget annual bonus in the form of equity or equity-based compensation, provided that commencing with the year following the year in which a “change35 percent of control” (as defined in the employment agreement) occurs, Mr. Elder’s entire base salary and annual bonus will be paid in cash. For 2021,for Mr. Elder’s entire pro-rated base salary was paid in cash. TheElder. In addition, the employment agreement contains certain severance and change of control provisions as described in more detail under the heading “—Post-Termination Severance and Change in Control Arrangements.Arrangements,” The employment agreement also contains certain non-competition and non-solicitation provisions (each applicable during employment and for 24 months thereafter), as well asand confidentiality and non-disparagement provisions (each applicable during employment and at all times thereafter). The employment agreement has an indefinite term.

Long-Term Equity Incentive Compensation and Other Compensatory Arrangements

The Compensation Committee administers the 2015 Equity Plan in which our named executive officers participate, the bonus payments made to our named executive officers provided for in the employment agreements described under the heading “—Employment Agreements,” and any other compensation-related matters as they otherwise determine in their discretion. The option grants made for service during 2020 to the named executive officers vest and become exercisable in equal (or as near equal as possible) installments over a 36-month period until fully vested, subject to their continued employment through the applicable vesting date.

During 2021, the Compensation Committee determined that 50% of any annual long-term equity incentive awards granted to our named executive officers for service during the year would be granted at the outset of the year in the form of performance-based options the vesting of which will be dependent on the achievement of specified performance metrics during the year of grant. The remaining 50 percent were granted in the form of option awards subject to time-based vesting early in the subsequent year (i.e. 2022) at the discretion of the Compensation Committee in accordance with past practice. In 2022, the Compensation Committee determined to return to the Company's historic practice of granting all such awards as options subject to time-based vesting.

2021Cash Bonus Compensation

ExecutiveEach of our executive officers has a target annual cash bonus amount based on a percentage of the executive’s annual base salary in the applicable year, as described above under “—Employment Agreements.” The actual amount of cash bonuses areis determined annually by the Compensation Committee. The Compensation Committee determines whether bonuses are earned and the amounts of the bonus payout by considering a number of factors, the principal factor being based upon the performance goals developed by the Compensation Committee. Other importantCommittee at the beginning of each year. Important factors that may be considered by the Compensation Committee when developing these performance goals each year or otherwise in determining the amount of executive cash bonus compensation include, among other things, clinical trial progress, business development activities, status of public filings, capital raising transactions, and stock price performance.

Long-Term Equity Incentive Compensation and Other Compensatory Arrangements

The Compensation Committee administers the 2015 Equity Plan in which our named executive officers participate, the cash bonus payments made to our named executive officers provided for in the employment agreements described under the heading “—Employment Agreements,” and any other compensation-related matters with respect to our named executive officers as they otherwise determine in their discretion. The option grants made for service during 2023 to the named executive officers vest and become exercisable in equal monthly installments over a 36-month period until fully vested, subject to the executive’s continued employment through the applicable vesting date. The Compensation Committee believes time-based vesting of these awards aligns with the 2015 Equity Plan’s purpose of attracting and retaining qualified individuals to perform services for the Company and aligning the interests of such individuals with the interests of our stockholders.

Outstanding Equity Awards at Fiscal Year End

Option Awards

The table below provides information regarding unexercisedoutstanding stock option awards held by each of our named executive officers that remained outstanding as of December 31, 2021.2023. Unless otherwise indicated, each grant was awarded under our 2015 Equity Plan. Raven Jaeger, our current Chief Regulatory Officer, was appointed in May 2022 and did not hold any option awards as of December 31, 2021.

* - Non-plan based equity award grant made as an inducementGranted pursuant to the individual’s acceptance of employment with Diffusion2018 Equity Plan, which was assumed by the Company in accordance with Nasdaq Listing Rule 5635(c)(4).and pursuant to the terms of the Merger Agreement.

** - Pursuant to the terms of the corresponding award agreements, two-thirds of the underlying shares originally granted were automatically forfeited on October 1, 2021, due to the first patient in the ILD-DLCO Trial not being dosed on or before September 30, 2021. The Company announced dosingnon-achievement of the first patients in the ILD-DLCO Trial on December 16, 2021.certain specified performance metrics.

Restricted Stock Unit Awards

TheAll of the option grants described in the table below provides information regarding restricted stock unit awards held byabove granted prior to 2023 pursuant to the 2015 Plan vest and become exercisable in equal monthly installments over a 36-month period until fully vested, subject to the executive’s continued employment through the applicable vesting date. All of the option grants described in the table above granted prior to 2023 pursuant to the 2018 Plan vest and become exercisable (i) with respect to 25% of the underlying shares, on the one-year anniversary of the grant date and (ii) with respect to the remaining shares, in equal monthly installments over a 36-month period until fully vested, in each of our named executive officers that remained outstanding as of December 31, 2021, if any. Each grant was awarded under our 2015 Equity Plan.case, subject to the executive’s continued employment through the applicable vesting date.

401(k) Retirement Plan

We maintain our 401(k) Plan pursuant to which all eligible employees are entitled to make pre-tax and after-tax contributions of their compensation. In addition, the Company makes discretionary matching contributions at a rate of 100% for contributions up to 3% of the participant’s eligible compensation and 50% for any additional contributions up to 5% of the participant’s eligible compensation. The matching contributions received by our named executive officers in 2021the years ended December 31, 2023, and 20202022, are reported in the “All Other Compensation” column of the Summary Compensation Table above. Prior to the completion of the Merger, Dr. Alam and Ms. Blackburn were employees of EIP and not eligible to participate in the 401(k) Plan.

Post-Termination Severance and Change in Control Arrangements

As described under the heading “—Employment Agreements,” we have entered into employment agreements with each of Drs. Cobuzzi and Galloway, Messrs. Hornung and Elder and Ms. Jaegerour executive officers that provide for certain severance and change of control benefits, subject to the execution and non-revocation of a release of claims by the executive or histhe executive’s estate (as applicable).

Under Dr. Cobuzzi’sthe employment agreement, if hisagreements with each of Drs. Alam and Cobuzzi, in the event that the executive’s employment is terminated by us other than for “cause,” death or “disability,” or is terminated by Dr. Cobuzzithe executive for “good reason” (as such terms are defined in the applicable employment agreement), Dr. Cobuzzithe executive will be entitled to any unpaid bonus earned in the year prior to the termination, a pro-rata portion of the bonus earned during the year of termination, continuation of base salary for 12 months, plus 12 months of COBRA premium reimbursement, provided that if such termination occurs within 60 days before or within 24 months following a “change of control” (as defined in the applicable employment agreement), then Dr. Cobuzzithe executive will be entitled to receive the same severance benefits as described above, except that he will receive (a) a payment equal to two times the sum of his base salary and the higher of his target annual bonus opportunity and the bonus payment he received for the year immediately preceding the year in which the termination occurred instead of 12 months of base salary continuation, and (b) a payment equal to 36 times the monthly COBRA premium for him and his eligible dependents instead of 12 months of COBRA reimbursements (the payments in clauses (a) and (b) are paid in a lump sum in some cases and partly in a lump sum and partly in installments over 12 months in other cases). In addition, if Dr. Cobuzzi’sthe executive’s employment is terminated by us without cause or by Dr. Cobuzzithe executive for good reason, in either case, upon or within 24 months following a change of control, then Dr. Cobuzzithe executive will be entitled to full vesting of all equity awards received by him from us (with any equity awards that are subject to the satisfaction of performance goals deemed earned at not less than target performance, and with any equity award that is in the form of a stock option or stock appreciation right to remain outstanding and exercisable for 24 months following the termination date (but in no event beyond the expiration date of the applicable option or stock appreciation right)).

Under the employment agreements forwith each of Dr. Galloway, Ms. JaegerBlackburn and Messrs. Hornung andMr. Elder, in the event that the executive’s employment is terminated by us other than for “cause”, death or “disability” or upon the executive’s resignation for “good reason” (as such terms are defined in the applicable employment agreement), the applicable executive will be entitled to any unpaid bonus earned in the year prior to the termination, a pro-rata portion of the bonus earned during the year of termination, continuation of base salary for nine9 months, plus 12 months of COBRA premium reimbursement, provided that if such termination occurs within 60 days before or within 24 months following a “change of control” (as defined in the applicable employment agreement), then the executive will be entitled to receive the same severance benefits as described above, except that the executive will receive (a) a payment equal to 1.5 times the sum of the executive’stheir base salary and the higher of the executive’stheir target annual bonus opportunity and the bonus payment the executive received for the year immediately preceding the year in which the termination occurred instead of nine9 months of base salary continuation and (b) a payment equal to 18 times the monthly COBRA premium for the executive and anythe executive’s eligible dependents instead of 12 months of COBRA reimbursements (the payments in clauses (a) and (b) are paid in a lump sum in some cases and in installments over nine9 or 12 months in other cases). In addition, if the applicable executive’s employment is terminated by the Company without cause or by the applicable executive for good reason, in either case, upon or within 24 months following a change of control, then the applicable executive will be entitled to full vesting of all equity awards received by the executive from us (with any equity awards that are subject to the satisfaction of performance goals deemed earned at not less than target performance, and with any equity award that is in the form of a stock option or stock appreciation right to remain outstanding and exercisable for 24 months following the termination date (but in no event beyond the expiration date of the applicable option or stock appreciation right)).

Under the employment agreements for each of our current named executive officers, in the event that the executive’s employment is terminated due to histhe executive’s “death” or her death or disability,“disability”, the executive (or the executive’s estate) will be entitled to any unpaid bonus earned in the year prior to the termination, a pro-rata portion of the bonus earned during the year of termination, 12 months of COBRA premium reimbursement and accelerated vesting of (a) all equity awards received in payment of base salary or an annual bonus and (b) with respect to any other equity award, the greater of the portion of the unvested equity award that would have become vested within 12 months after the termination date had no termination occurred and the portion of the unvested equity award that is subject to accelerated vesting (if any) upon such termination under the applicable equity plan or award agreement (with performance goals deemed earned at not less than target performance, and with any equity award that is in the form of a stock option or stock appreciation right to remain outstanding and exercisable for 12 months following the termination date or, if longer, such period as provided under the applicable equity plan or award agreement (but in no event beyond the expiration date of the applicable option or stock appreciation right)).

Further, under the terms of the stock option agreements with our named executive officers that were granted under our 2015 Equity Plan, upon a completion of a “change of control” (as defined in the 2015 Equity Plan), options held by our named executive officers will become immediately vested and remain exercisable through their expiration date regardless of whether the holder remains in the employment or service of the Company after the change of control. Alternatively, in connection with a change of control, the Compensation Committee may, in its sole discretion, cash out the options.

PROPOSAL NO. 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION

Introduction

The Board is providing our stockholders with an advisory vote on executive compensation pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act. This advisory vote, commonly known as a “say-on-pay” vote, is an annual,a routine, non-binding vote on the compensation paid to our named executive officers as described in this Proxy Statement under the heading “Executive Compensation”, including the Summary Compensation Table and the other related tables and narrative disclosure.disclosure therein. Once every six years, our stockholders will also have the opportunity to vote on the frequency of future advisory votes on executive compensation. Currently, our Board provides our stockholders with an advisory say-on-pay vote on an annual basis, and the next such say-on-pay frequency vote will be at the Company’s 2027 Annual Meeting of Stockholders.

In general, our executive compensation program during the year ended December 31, 20212023 was designed to, among other things,things: attract and retain executives who are important to the success of our companythe Company and the creation of value for our stockholders,stockholders; create stockholder value by aligning executives’ interests with stockholders’ interests, andinterests; motivate and reward our executives for the achievement of companyCompany and individual performance objectives, the creationachievement of stockholder value creation in both the short and long term and theirterm; executives’ contributions in general, to the general success of our company by supportingCompany; and, more generally, to support a “pay-for-performance” philosophy.philosophy and culture.

Please read the “Executive Compensation” section of this Proxy Statement. That section of this Proxy Statement, which includes compensation tables and related narrative discussion, describes the compensation programs and policies for our named executive officers and the executive compensation decisions made by the Compensation Committee and the Board in 2021.2023.

We are requesting stockholder approval of the compensation of our named executive officers as disclosed in this Proxy Statement. This “say-on-pay” vote gives our stockholders the opportunity to express their views on our executive compensation. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the Company’s compensation philosophy, policies and practices described in this Proxy Statement.

As this is an advisory vote, the outcome of the vote is not binding on usthe Company with respect to future executive compensation decisions, including those relating to our named executive officers, or otherwise.officers. However, the Compensation Committee and the Board will take into account the outcome of the vote when considering future executive compensation decisions.

Proposed Resolution

Accordingly, theThe Board unanimously recommends that our stockholders vote in favor of the say-on-pay vote as set forth in the following advisory resolution at the Annual Meeting:

RESOLVED, that the stockholders of Diffusion PharmaceuticalsCervoMed Inc. hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers during the year ended December 31, 2021,2023, as described in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the “Executive Compensation” section, the Summary Compensation Table and the other related tables and narrative disclosure.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THIS PROXY STATEMENT. WE STRONGLY ENCOURAGE YOU TO USE THE ENCLOSED WHITE PROXY CARD TO VOTE IN ACCORDANCE WITH THE BOARD'S RECOMMENDATION.

DIRECTOR COMPENSATION

Overview of Non-Employee Director Compensation Program

As described in more detail under the heading “Corporate Governance—“Corporate Governance—Compensation Committee—Committee—Responsibilities,” the Board has delegated to the Compensation Committee the responsibility among other things, to establish and lead a process for the determination of compensation payable to our non-employee directors. The Compensation Committee makes recommendations regarding compensation payable to our non-employee directors to the entire Board, which then makes final decisions regarding such compensation. Dr. Cobuzzi, our Chief Executive Officer, is not compensated separately for serving on the Board while also serving as an employee.

As further described below, theThe principal elements of our non-employee director compensation program for 2021 included cash compensation in the form of annual cash retainers and long-term equity-based incentive compensation, in the form of stock options and restricted stock units.2023 included:

Cash Compensation

The cash compensation paid to ourthe non-employee members of the Board consistsfor the term ending at the Annual Meeting consisted of the following cash retainers:retainers, pro-rated for any director serving a partial year term as further described under the heading, “—Summary Director Compensation Table.”

The annual cash retainers are paid in regular installments and otherwise in accordance with the Company’s standard payroll practices. The Compensation Committee has also reserved the right to make a portion of such payments in the form of equity rather than cash under certain conditions. During the fiscal year 2021,ended December 31, 2023, all retainers were paid in cash. From June 2023 to August 2023, Diffusion’s non-employee directors voluntarily waived all cash compensation in order to preserve cash resources in advance of the Merger closing.

Long-Term Equity-Based Incentive Compensation

In addition to cash compensation, our non-employee directors receive long-term equity-based incentive compensation in the form of options to purchase shares of our common stock and restricted stock units.stock. Upon a non-employee director’s initial appointment to the Board, he or she shall receivethe director receives a stock option award to purchaseexercisable for a number of shares of common stock equal to 0.114%0.176% of ourthe Company’s total shares of common stock outstanding on the grant date vesting in 1836 equal monthly installments following his or her appointment to the Board. In addition, upon appointment he or sheEach non-employee director also receives, a restricted stock unit award foron an equivalent number of shares, vesting in six tri-monthly installments commencing on the 18-month anniversary of his or her appointment to the Board. Directors appointed prior to January 1, 2020 received the entirety of this initial appointment award in the form of an option.

In addition, each non-employee director annually receivesannual basis, a stock option award to purchaseexercisable for a number of shares of common stock equal to 0.114%0.088% of ourthe Company’s total shares of common stock outstanding on the grant date vesting in 12 equal monthly installments over one year, unless otherwise provided byfollowing the Compensation Committee.grant date.

All option awards granted to our non-employee directors have a ten-year term and an exercise price equal to the fair market value of our common stock on the grant date. 

Summary Director Compensation Table for Fiscal 2021

The table below provides summary information concerning the compensation of each individual who served as a non-employee director of the Company during the year ended December 31, 2021:2023. Joshua S. Boger, Ph.D., our current Board Chair, was appointed to the Board and as Chair effective February 7, 2024, and, accordingly, did not receive any compensation for service to the Company during the year ended December 31, 2023.

Our employee directors – Dr. Alam, our President and Chief Executive Officer, and Dr. Cobuzzi, our Chief Operating Officer – do not receive additional compensation for their service on the Board.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Based on information available to us and filings with the SEC, the following table sets forth certain information regarding the beneficial ownership (as defined by Rule 13d-3 under the Exchange Act) of our outstanding common stock as of the Record Date for (i) each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock, if any, (ii) each of our current directors and nominees for director; (iii) each of our current named executive officers (as defined in Item 402(a)(3) of Regulation S-K under the Exchange Act); and (iv) all of our current directors, nominees for director, and named executive officers as a group. As of the Record Date, no beneficial owner owned 5% or more of the shares of common stock then outstanding.

Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC and include voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose. Under these rules, shares of common stock issuable under stock options or warrants that are exercisable or convertible within 60 days of the Record Date are deemed outstanding for the purpose of computing the beneficial ownership percentage of the holder thereof, but are not deemed outstanding for the purpose of computing the beneficial ownership percentage of any other person. Ownership is based upon information provided by each respective director and officer and public documents filed with the SEC, including Forms 3 and 4, Schedules 13D and 13G and certain other documents, which information may not be accurate as of the Record Date.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of common stock, except for those jointly owned with that person’s spouse.spouse, if any. Unless otherwise indicated below, the address of each person listed on the table is 20 Park Plaza, Suite 424, Boston, Massachusetts 02116, c/o Diffusion PharmaceuticalsCervoMed Inc. 300 East Main Street, Suite 201, Charlottesville, Virginia 22902.