RestorGenex and Diffusionon Pharmaceuticals Announce Merger Agreement

BUFFALO GROVE, Ill. and CHARLOTTESVILLE, Va., Dec. 15,
2015 (GLOBE NEWSWIRE) — RestorGenex Corporation
(RESX) and Diffusion Pharmaceuticals LLC, a privately-held
biotechnology company, announced today that they have
entered into a definitive merger agreement under which a newly
formed subsidiary of RestorGenex will merge with and into
Diffusion in an all-stock transaction, with Diffusion surviving as a
wholly owned subsidiary of RestorGenex. Upon completion,
RestorGenex will issue to Diffusion equity holders shares of
RestorGenex common stock such that the current equity
holders of Diffusion will own approximately 83% of the
combined company’s outstanding shares and current
stockholders of RestorGenex will own approximately 17%.
These percentage ownerships are subject to potential
adjustment depending upon the amount of net cash of
RestorGenex at closing as provided in the merger agreement. In
addition, immediately prior to the merger, RestorGenex plans to
distribute to its then current stockholders contingent value rights
(CVRs) providing payment rights with respect to the first $50
million of net proceeds arising from a future sale, transfer,
license or similar transaction involving RestorGenex’s RES-440
product candidate for the treatment of acne vulgaris. Any
current RestorGenex option or warrant holder would, at the time
of exercise, be entitled to receive one CVR for each share of
RestorGenex common stock issued upon exercise of the option
and warrant, which would entitle the holder to a pro rata portion
of any CVR payments made.

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