Announcement • Aug 13

+ 1 more update

Firefly Neuroscience, Inc. completed the acquisition of WaveDancer, Inc. (NasdaqCM:WAVD) in a reverse merger transaction.

Firefly Neuroscience, Inc. entered into a term sheet to acquire WaveDancer, Inc. (NasdaqCM:WAVD) in a reverse merger transaction on July 17, 2023. Firefly Neuroscience, Inc. entered into an agreement to acquire WaveDancer, Inc. for $45.4 million in a reverse merger transaction on November 15, 2023. Under the terms of the merger agreement, each share of Firefly common stock issued and outstanding will be converted into common stock of WaveDancer based on a fixed exchange ratio. Pursuant to the terms of the Merger Agreement, at the effective time of the merger, WaveDancer will issue approximately 28,709,802 shares of its common stock using the assumed Exchange Ratio of 0.444462. WaveDancer will change its name to Firefly Neuroscience, Inc., and the Firefly shares will be converted into WaveDancer shares. At the effective time of the merger, securityholders of Firefly will own approximately 92% of the combined company and securityholders of WaveDancer will own approximately 8% of the combined company. Following the merger, WaveDancer, Inc. will be renamed “Firefly Neuroscience, Inc.” and the corporate headquarters will be located in Toronto, Ontario. The combined company’s Board of Directors after the Merger will consist of five members, one of whom will be designated by WaveDancer, and will continue to be chaired by Arun Menawat, who is currently Chief Executive Officer and Chairman of Profound Medical Corp., a publicly traded, commercial-stage medical device company. The combined company will be led by Jon Olsen, who joined Firefly as Chief Executive Officer in September 2020. As of April 17, 2024, David DeCaprio entered into an agreement to join the Firefly Neuroscience's board of directors upon completion of the anticipated merger. The merger is subject to material conditions, including the approval of the Firefly and WaveDancer stockholders, the existing shares of WaveDancer’s common stock shall have been continually listed on Nasdaq, antitrust approvals, S-4 Registration Statement shall have become effective, WaveDancer shall have delivered to Firefly written resignations of the directors of WaveDancer or any of its subsidiaries, as applicable, minimum net cash balance of $2.5 million in Firefly Neuroscience accounts, WaveDancer shall have caused all issued and outstanding preferred stock of WaveDancer to be converted, redeemed, exchanged, cancelled or retired, WaveDancer Restructuring shall have been completed to the satisfaction of Firefly and the Tellenger Sale shall have been consummated. The transaction has been unanimously approved by the board of directors of both Firefly and WaveDancer. Firefly Board unanimously recommended that Firefly stockholders the agreement. As of February 6, 2024, registration statement relating to the companies’ proposed merger was declared effective by the Securities and Exchange Commission. On March 14, 2024, WaveDancer stockholders approved the transaction at a special meeting of its stockholders. The Firefly shareholder approval was obtained through a written consent by the holders of a majority of the outstanding voting shares of Firefly. The transaction is expected to close in Q1 2024. As of January 23, 2024, the transaction is expected to close during the second quarter of 2024. As of August 9, 2024, WaveDancer will effect a reverse stock split of its common stock at a ratio of one post-split share for every three pre-split shares. Upon market-effective date of the reverse stock split on August 13, 2024, WaveDancer's name will be Firefly Neuroscience, Inc. and WaveDancer’s common stock will trade under the symbol AIFF. Rick A. Werner, Simin Sun, Alla Digilova, Jeff Wolfson and Edward Lebow of Haynes and Boone, LLP acted as legal advisors to Firefly Neurosciences. Mark J. Wishner and Fiorello (Rico) Vicencio of Greenberg Traurig acted as legal advisors to WaveDancer. B. Riley Securities acted as financial advisor to WaveDancer. WaveDancer has retained Broadridge Investor Communications Solutions, Inc. to assist in the proxy solicitation process for a variable fee based on the type and volume of stockholder communications undertaken by Broadridge, plus disbursements, which is estimated will be in range between $2,000 and $10,000. Firefly Neuroscience, Inc. completed the acquisition of WaveDancer, Inc. (NasdaqCM:WAVD) in a reverse merger transaction on August 12, 2024. Firefly Neuroscience is scheduled to begin trading on The Nasdaq Capital Market under the new ticker symbol ‘AIFF’ on August 13, 2024. Upon the Closing, each executive officer of WaveDancer resigned from his or her position, and each of G. James Benoit, Jr., Jack L. Johnson, Jr., William H. Pickle, Paul B. Becker, James C. DiPaula, Jr. and Bonnie K. Wachtel resigned as members of the WaveDancer Board, with David DeCaprio, Jon Olsen, Greg Lipschitz and Brian Posner to serve on the Board, effective as of the resignation of the members of the WaveDancer Board.

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Firefly Neuroscience, Inc. completed the acquisition of WaveDancer, Inc. (NasdaqCM:WAVD) in a reverse merger transaction.

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