SecProbe.io

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

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