M&A - FIREFLY NEUROSCIENCE, INC.

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925014384

Filing Summary: On April 30, 2025, Firefly Neuroscience, Inc. entered into a Securities Purchase Agreement with Evoke Neuroscience, Inc. and its stockholders, whereby Firefly acquired all outstanding shares of Evoke. The transaction consists of a total purchase price of $3,000,000 in cash, plus shares valued at $3,000,000 priced at $3.50 each and an additional contingent earn-out payment of $500,000 based on revenue targets over the next 36 months. The Sellers are restricted from selling shares during a specified Lock-Up Period lasting up to six months post-closing. Adjustments to the purchase price are made based on the working capital of Evoke. The acquisition was finalized on May 1, 2025, following customary closing conditions. A press release announcing the closing was issued on May 5, 2025.

Form Type: S-1/A

Filing Date: 2025-01-29

Corporate Action: Merger

Type: Update

Accession Number: 000143774925002056

Filing Summary: Firefly Neuroscience, Inc. filed an amendment to its S-1 registration statement on January 29, 2025, detailing updates related to a merger with WaveDancer. The filing includes financial figures reflecting equity changes due to the merger, including capital adjustments for series preferred stocks and common stocks. The report outlines the expected impact on the company's financial structure following the merger, detailing stock conversions, issuance of new shares, and modifications in share ownership percentages among existing and new stakeholders. It also provides insights into planned future capital raising strategies and adjustments to retained earnings as the merger is executed. Moreover, the filing highlights updated projections and strategic goals as part of the merger, aiming at enhanced operational efficiencies and an expanded market presence.

Form Type: CORRESP

Filing Date: 2024-12-03

Corporate Action: Merger

Type: Update

Accession Number: 000143774924036620

Filing Summary: On December 3, 2024, Firefly Neuroscience, Inc. submitted a letter responding to comments from the U.S. Securities and Exchange Commission regarding its Registration Statement on Form S-1 originally filed on September 27, 2024. The letter addresses concerns raised by the SEC staff on October 24, 2024, and includes an amendment (Amendment No. 1) to clarify multiple aspects of the company's disclosure. Key revisions include clarification of the company’s business model based on a yet-to-be-launched product, detailed explanations regarding the private placement that generated approximately $3.5 million, anticipated commercial launch dates, risk factors related to exclusive forum provisions, and the nature of their artificial intelligence-driven BNA Platform. The document also clarifies the company’s focus on neurologists in the U.S., the anticipated timing and costs of commercialization, as well as revenue generation from BNA testing and collaborations. The merger with WaveDancer, Inc. on August 12, 2024, is noted in regard to its pro forma financial information, and adjustments have been made to reflect this merger and its implications on the financial statements.