0001104659-16-094327.txt : 20160205 0001104659-16-094327.hdr.sgml : 20160205 20160205164601 ACCESSION NUMBER: 0001104659-16-094327 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160205 DATE AS OF CHANGE: 20160205 GROUP MEMBERS: ABG II-SO LTD GROUP MEMBERS: ABG II-USL1 LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Diffusion Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001053691 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 300645032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54715 FILM NUMBER: 161392795 BUSINESS ADDRESS: STREET 1: 2020 AVON COURT STREET 2: SUITE 4 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 BUSINESS PHONE: (434) 220-0718 MAIL ADDRESS: STREET 1: 2020 AVON COURT STREET 2: SUITE 4 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 FORMER COMPANY: FORMER CONFORMED NAME: RestorGenex Corp DATE OF NAME CHANGE: 20140307 FORMER COMPANY: FORMER CONFORMED NAME: Stratus Media Group, Inc DATE OF NAME CHANGE: 20080722 FORMER COMPANY: FORMER CONFORMED NAME: FERIS INTERNATIONAL, INC. DATE OF NAME CHANGE: 20080228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ally Bridge Group Capital Partners II, L.P. CENTRAL INDEX KEY: 0001609313 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ABG MGMT LTD., UNIT 3002-3004, 30 FL STREET 2: GLOUCESTER TWR LANDMK 15 QUEENS RD CTRL CITY: HONG KONG STATE: F4 ZIP: 00000 BUSINESS PHONE: (852) 3121-9699 MAIL ADDRESS: STREET 1: ABG MGMT LTD., UNIT 3002-3004, 30 FL STREET 2: GLOUCESTER TWR LANDMK 15 QUEENS RD CTRL CITY: HONG KONG STATE: F4 ZIP: 00000 SC 13G/A 1 a16-3615_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d)
and Amendments Thereto Filed Pursuant to § 240.13d-2.

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

DIFFUSION PHARMACEUTICALS INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

253748107

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

Schedule 13G

 

CUSIP No. 253748107

 

 

1

Names of Reporting Persons
Ally Bridge Group Capital Partners II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group* (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
1,835,985*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,835,985*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,835,985*

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
9.7%**

 

 

12

Type of Reporting Person (See Instructions)
PN

 

*            Includes 1,460,985 shares of Common Stock of Diffusion Pharmaceuticals Inc. (formerly known as RestorGenex Corporation) (the “Issuer”), par value $0.001 per share (“Common Stock”), and warrants to purchase 375,000 shares of Common Stock that are exercisable within 60 days of the date of this Schedule 13G (the “Warrants”).

 

**     This percentage is calculated based on 18,989,968 shares of Common Stock, which amount includes 18,614,968 shares of Common Stock reported as issued and outstanding as of December 15, 2015 in the Issuer’s Schedule 14f-1 filed with the Securities and Exchange Commission on December 28, 2015 and assumes the exercise of all of the Warrants.

 

2


 

Schedule 13G

 

CUSIP No. 253748107

 

 

1

Names of Reporting Persons
ABG II-USL1 Limited

 

 

2

Check the Appropriate Box if a Member of a Group* (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
1,775,000*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,775,000*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,775,000*

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
9.3%**

 

 

12

Type of Reporting Person (See Instructions)
CO

 

*    Includes 1,400,000 shares of Common Stock and the Warrants.

 

**  This percentage is calculated based on 18,989,968 shares of Common Stock, which amount includes 18,614,968 shares of Common Stock reported as issued and outstanding as of December 15, 2015 in the Issuer’s Schedule 14f-1 filed with the Securities and Exchange Commission on December 28, 2015 and assumes the exercise of all of the Warrants.

 

3


 

Schedule 13G

 

CUSIP No. 253748107

 

 

1

Names of Reporting Persons
ABG II-SO Limited

 

 

2

Check the Appropriate Box if a Member of a Group* (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
60,985*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
60,985*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
60,985*

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.3%**

 

 

12

Type of Reporting Person (See Instructions)
CO

 

*    Includes 60,985 shares of Common Stock.

 

**  This percentage is calculated based on 18,614,968 shares of Common Stock reported as issued and outstanding as of December 15, 2015 in the Issuer’s Schedule 14f-1 filed with the Securities and Exchange Commission on December 28, 2015.

 

4


 

Item 1.

(a)

Name of Issuer:
Diffusion Pharmaceuticals Inc. (formerly known as RestorGenex Corporation) (“Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:
2020 Avon Court, #4, Charlottesville, Virginia 22902

 

Item 2.

(a)

Name of Person Filing:
This Schedule 13G is filed by Ally Bridge Group Capital Partners II, L.P. (“Ally Bridge Group”), an exempted limited partnership organized under the laws of the Cayman Islands, ABG II-USL1 Limited (“ABG II-USL1”), a company incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, and ABG II-SO Limited (“ABG II-SO” and, together with Ally Bridge Group and ABG II-USL1, the “Reporting Persons”), a company incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004.

 

ABG II-USL1 directly holds 1,400,000 shares of Common Stock and warrants to purchase 375,000 shares of Common Stock being reported in this Schedule 13G.  ABG II-SO directly holds 60,985 shares of Common Stock being reported in this Schedule 13G.  ABG II-USL1 and ABG II-SO are each wholly-owned subsidiaries of Ally Bridge Group.

(b)

Address of Principal Business Office or, if none, Residence:
The address of the principal business office of Ally Bridge Group is Unit 3002-3004, 30th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong.

 

The address of the principal business office of ABG II-USL1 is Unit 3002-3004, 30th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong.

 

The address of the principal business office of ABG II-SO is Unit 3002-3004, 30th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong.

(c)

Citizenship:
See Item 2(a).

(d)

Title of Class of Securities:
Common Stock, par value $0.001 per share (“Shares”).

(e)

CUSIP Number:
253748107.

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or §§ 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act.

(b)

o

Bank as defined in section 3(a)(6) of the Act.

(c)

o

Insurance company as defined in section 3(a)(19) of the Act.

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act.

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J).

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:                                                   

 

5


 

Item 4.

Ownership.

(a)       See Item 9 of the cover pages to this Schedule 13G for the aggregate number of Shares that are beneficially owned by each Reporting Person as of December 31, 2015.

 

(b)       See Item 11 of the cover pages to this Schedule 13G for the percentage of Shares that are beneficially owned by each Reporting Person as of December 31, 2015.

 

(c)        See Items 5 through 8 of the cover pages to this Schedule 13G for the number of Shares that are beneficially owned by each Reporting Person as of December 31, 2015 as to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

See Item 2(a).

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

6


 

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date: February 5, 2016

 

 

 

 

 

ALLY BRIDGE GROUP CAPITAL PARTNERS II, L.P.

 

 

 

 

 

 

By:

/s/ Yu Fan

 

 

Name:

Yu Fan

 

 

Title:

Chief Executive Officer and Chief Investment Officer

 

 

 

 

 

 

 

 

 

ABG II-USL1 LIMITED

 

 

 

 

 

 

By:

/s/ Yeh Shan-ju

 

 

Name:

Yeh Shan-ju

 

 

Title:

Director

 

 

 

 

 

 

 

ABG II-SO LIMITED

 

 

 

 

 

By:

/s/ Yeh Shan-ju

 

 

Name:

Yeh Shan-ju

 

 

Title:

Director

 

 

7


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement, dated February 5, 2016, by and between Ally Bridge Group Capital Partners II, L.P., ABG II-USL Limited and ABG II-SO Limited.

 

8

 EX-99.1 2 a16-3615_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of February 5, 2016.

 

 

ALLY BRIDGE GROUP CAPITAL PARTNERS II, L.P.

 

 

 

 

By:

/s/ Yu Fan

Name:

Yu Fan

Title:

Chief Executive Officer and Chief Investment Officer

 

 

 

 

 

ABG II-USL1 LIMITED

 

 

 

 

By:

/s/ Yeh Shan-ju

Name:

Yeh, Shan-ju

Title:

Director

 

 

 

 

 

 

 

 

 

 

ABG II-SO LIMITED

 

 

 

 

 

 

 

By:

/s/ Yeh Shan-ju

 

Name:

Yeh Shan-ju

 

Title:

Director