September 13, 2019

David G. Kalergis
Chief Executive Officer
Diffusion Pharmaceuticals Inc.
1317 Carlton Avenue, Suite 200
Charlottesville, VA 22902

       Re: Diffusion Pharmaceuticals Inc.
           Registration Statement on Form S-1
           Filed September 9, 2019
           File No. 333-233686

Dear Mr. Kalergis:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this comment, we may have additional comments.

Registration Statement on Form S-1 filed September 9, 2019

General

1.     We note that the forum selection provision set forth in your Bylaws
identifies the Court of
       Chancery of the State of Delaware as the exclusive forum for certain
litigation, including
       any "derivative action." Please disclose whether this provision applies
to actions arising
       under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the
       Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
       duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
       Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
       over all suits brought to enforce any duty or liability created by the
Securities Act or the
       rules and regulations thereunder. If the provision applies to Securities
Act claims, please
       also revise your prospectus to state that there is uncertainty as to
whether a court would
       enforce such provision and that investors cannot waive compliance with
the federal
 David G. Kalergis
Diffusion Pharmaceuticals Inc.
September 13, 2019
Page 2
      securities laws and the rules and regulations thereunder. If this
provision does not apply
      to actions arising under the Securities Act or Exchange Act, please tell
us how you will
      inform investors in future filings that the provision does not apply to
any actions arising
      under the Securities Act or Exchange Act.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Jeffrey Gabor at 202-551-2544 or Joe McCann at
202-551-6262 with
any questions.



                                                            Sincerely,
FirstName LastNameDavid G. Kalergis
                                                            Division of
Corporation Finance
Comapany NameDiffusion Pharmaceuticals Inc.
                                                            Office of
Healthcare & Insurance
September 13, 2019 Page 2
cc:       David S. Rosenthal, Esq.
FirstName LastName