poa-jones.htm

0001437749-16-023726.txt : 20160115 0001437749-16-023726.hdr.sgml : 20160115 20160115162417 ACCESSION NUMBER: 0001437749-16-023726 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160108 FILED AS OF DATE: 20160115 DATE AS OF CHANGE: 20160115 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 2150 E. LAKE COOK ROAD, SUITE 750 CITY: BUFFALO GROVE STATE: IL ZIP: 60089 BUSINESS PHONE: (847) 777-8092 MAIL ADDRESS: STREET 1: 2150 E. LAKE COOK ROAD, SUITE 750 CITY: BUFFALO GROVE STATE: IL ZIP: 60089 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jones David Randolph CENTRAL INDEX KEY: 0001663575 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24477 FILM NUMBER: 161345731 MAIL ADDRESS: STREET 1: 2020 AVON COURT STREET 2: SUITE 4 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 3 1 rdgdoc.xml FORM 3 X0206 3 2016-01-08 0 0001053691 Diffusion Pharmaceuticals Inc. RESX 0001663575 Jones David Randolph 2020 AVON COURT, SUITE 4 CHARLOTTESVILLE VA 22902 1 Chief Medical Officer Common Stock 382557 D Stock Option (Right to Buy) 0.2200 2015-09-15 2022-09-15 Common Stock 365265 D Stock Option (Right to Buy) 0.2200 2013-09-15 2022-09-15 Common Stock 986217 D In connection with the consummation of the merger (the "Merger") of Diffusion Pharmaceuticals LLC ("Diffusion") and a wholly-owned subsidiary of the Issuer ("Merger Sub") on January 8, 2016, an option originally granted on September 15, 2012 to purchase membership units in Diffusion was converted into an option to purchase common stock of the Issuer. In connection with the consummation of the Merger, an option originally granted on September 15, 2012 to purchase membership units in Diffusion and was converted into an option to purchase common stock of the Issuer. /s/ Ben Shealy, attorney-in-fact for David Randolph Jones 2016-01-15 EX-24 2 poa-jones.htm poa-jones.htm

EXHIBIT 24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of David G. Kalergis and Ben Shealy, or either of them signing singly, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5 (including any amendments thereto) with respect to the securities of Diffusion Pharmaceuticals Inc., (f/k/a RestorGenex Corporation), a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

(2) seek or obtain, as the undersigned's representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1) this Limited Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

(2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

(3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

The undersigned has caused this Limited Power of Attorney to be executed as of this 2nd day of January, 2016.

	By:	/s/ David R. Jones
		David R. Jones