United States securities and exchange commission logo
November 30, 2022
Andrew Freedman
Partner
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re: Diffusion
Pharmaceuticals, Inc.
Preliminary Proxy
Statement on Schedule 14A filed by LifeSci Special
Opportunities
Master Fund Ltd., et al.
Filed November 22,
2022
File No. 001-37942
Dear Andrew Freedman:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms have the same meaning as in your proxy statement.
Preliminary Proxy Statement on Schedule 14A
Letter to Stockholders, page ii
1. Since shareholders may
vote for the nominees of either soliciting party on either proxy
card, revise to explain
what you mean by the following statement: "We believe that
voting on the BLUE
universal proxy card provides the best opportunity for stockholders
to elect all of LifeSci
s nominees and achieve the best Board composition overall."
We Believe Our Nominees are the Right Individuals to Help Maximize Value
for Diffusion
Stockholders, page 16
2. There appear to be
words missing the first sentence of this section on page 16. Please
revise.
Andrew Freedman
FirstName LastNameAndrew
Olshan Frome Wolosky LLP Freedman
Comapany 30,
November NameOlshan
2022 Frome Wolosky LLP
November
Page 2 30, 2022 Page 2
FirstName LastName
Stockholder Proposals, page 33
3. Include the disclosure required by Rule 14a-5(e)(4) regarding the
deadline to provide
notice of solicitation of proxies pursuant to Rule 14a-19 for
Diffusion's next annual
meeting.
General
4. Each statement or assertion of opinion or belief must be clearly
characterized as such, and
a reasonable factual basis must exist for such opinion or belief.
Support for any
such opinions or beliefs should be self-evident, disclosed in the
soliciting materials or
otherwise provided to the staff on a supplemental basis with a view
toward
disclosure. Some examples of opinions presented as fact that should be
recharacterized
and/or supported include the following:
"Although Diffusion has spent over a decade attempting to
develop its lead asset....it
has yet to accomplish any sort of meaningful operational
milestones other than the
seemingly wasteful spending of immense cash resources...." (pg.
10)
"We believe that the Company's operational efforts to develop
TSC have failed to
accomplish anything other than a catastrophic erosion of
Diffusion's cash balances
and stockholder value." (pg. 15)
"It is clear to Us that the Company Has Failed to Generate any
Meaningful Value
from TSC Since Going Public and Cannot Be Trusted to Lead the
Company Going
Forward." (pg. 15)
"The points below are a non-comprehensive list of what appear
to us to be
operational missteps, poor capital allocation decisions and other
actions generally not
in the best interest of stockholders:" (pg. 15).
5. In your response letter, explain why LifeSci Capital LLC has not been
included as a
participant in this solicitation. See Instructions 3(a) to Items 4 and
5 of Schedule 14A.
We note the disclosure in the Background section stating that Mr.
Dobkin is a Managing
Director of LifeSci Capital and it has, on behalf of unnamed clients,
made an offer to
acquire the Company.
6. See our last comment above. Whether or not it is a participant in this
solicitation, LifeSci
Capital is an affiliate of existing participants in this solicitation,
including Mr. Dobkin,
who is its Managing Director. According to disclosure in the proxy
statement, it acted as
an investment bank and presented an offer to acquire the Company on
behalf of its client.
In addition, it appears that LifeSci Capital also sought to engage
with the Company on
behalf of additional clients with respect to other kinds of strategic
alternatives involving
Diffusion. Therefore, please provide the information required by Item
5 of Schedule 14A
regarding interests in the Company. For example, if participants in
this solicitation, by
virtue of their interest in or affiliation with LifeSci Capital, stand
to gain through a
transaction between clients of LifeSci and Diffusion, this interest
should be described (and
quantified, to the extent possible) in the proxy statement.
Andrew Freedman
Olshan Frome Wolosky LLP
November 30, 2022
Page 3
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Michael Killoy at 202-551-7576 or
Christina Chalk at 202-
551-3263.
FirstName LastNameAndrew Freedman Sincerely,
Comapany NameOlshan Frome Wolosky LLP
Division of
Corporation Finance
November 30, 2022 Page 3 Office of Mergers &
Acquisitions
FirstName LastName