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SEC Declares Form S-4 Registration Statement Effective for Proposed Merger of WaveDancer, Inc. and Firefly Neuroscience, Inc.
[February 06, 2024]

SEC Declares Form S-4 Registration Statement Effective for Proposed Merger of WaveDancer, Inc. and Firefly Neuroscience, Inc.


FAIRFAX, Va. and TORONTO, Feb. 06, 2024 (GLOBE NEWSWIRE) -- WaveDancer, Inc. (NASDAQ: WAVD) (“WaveDancer”) and Firefly Neuroscience, Inc. (“Firefly”) announced today that the Registration Statement on Form S-4 (as amended or supplemented through the date hereof, the “Registration Statement”) relating to the companies’ proposed merger was declared effective by the Securities and Exchange Commission.  Accordingly, WaveDancer commenced the mailing of a definitive proxy statement to WaveDancer stockholders of record as of the close of business on February 1, 2024.

WaveDancer will hold a special meeting of its stockholders to approve the proposed merger on March 14, 2024, at 10:00 a.m. Eastern Time.

“We are very pleased that the Registration Statement has been declared effective and are now ready to move forward with our stockholder vote next month. We now expect to close earlier in the second quarter of 2024 than originally anticipated,” said Jamie Benoit, Chairman and CEO of WaveDancer. “We hope that bringing Firefly and its FDA-cleared, Brain Network Analytics (BNA™) platform, developed with artificial intelligence (AI), to the Nasdaq will accelerate the company’s ability to work with medical professionals to improve outcomes for people suffering from mental illnesses and cognitive disorders and we believe this transaction will translate into greater value for stockholders of both companies.” 

Jon Olsen, CEO of Firefly added, “The parties have proceeded through this transaction with competence and professionalism, and we are excited to be one step closer to closing. We look forward to introducing the BNA™ Platform to clinics and pharmaceutical companies around the world and are ecstatic to be one step closer to being a publicly traded company.” 

Additional Information About the WaveDancer/Firefly Merger and Where to Find It

As previously announced, November 15, 2023, WaveDancer, FFN Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of WaveDancer (“Merger Sub”), and Firefly, entered into an Agreement and Plan of Merger (as amended by that certain Amendment No. 1, dated as of January 12, 2024, and as may be further amended from time to time, the “Merger Agreement”), which provides for, among other things, the merger of Merger Sub with and into Firefly, with Firefly continuing as the surviving corporation and a wholly-owned subsidiary of WaveDancer (following the consummation of the merger and the name change described below, the “combined company”), on the terms and conditions set forth in the Merger Agreement. WaveDancer has filed with the SEC the Registration Statement, which includes a preliminary proxy statement/prospectus of WaveDancer, which will be both the proxy statement to be distributed to WaveDancer’s stockholder in connection with the solicitation of proxies for the vote by WaveDancer’s stockholders with respect to the Merger Agreement, including the transactions contemplated thereby (the “Transaction”) and related matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the Transaction. WaveDancer is mailing a definitive proxy statement/prospectus and other relevant documents to its stockholders. WaveDancer’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and definitive proxy statement/prospectus in connection with WaveDancer’s soicitation of proxies for its stockholders’ meeting to be held to approve the Transaction and related matters, because the proxy statement/prospectus will contain important information about WaveDancer, Firefly and the proposed Transaction.



A special meeting of WaveDancer’s stockholders to approve the merger will be held on March 14, 2024. 

The registration statement containing the proxy statement, prospectus, and proposals to be considered is available without charge through the SEC's website at www.sec.gov or at www.wavedancer.com.


The combined company's common stock is anticipated to be listed on NASDAQ under the ticker symbol "AIFF."

About Firefly
Firefly Neuroscience Inc. is a medical technology company that has developed its FDA-510(k) cleared Brain Network Analytics (BNA™) software platform and is focused on advancing diagnostic and treatment approaches for people suffering from mental illnesses and cognitive disorders, including depression, dementia, anxiety disorders, concussions, and attention-deficit/hyperactivity disorder. Brain Network Analytics (BNATM) is a scalable platform built on the company's extensive proprietary database of standardized, high-definition EEG recordings, including behavioral data. Firefly's biomarker discovery AI platform further exploits the database to discover useful biomarkers for clinicians and pharmaceutical companies. With a focus on developing state-of-the-art technologies that bridge the gap between neuroscience and clinical practice, Firefly Neuroscience Inc. is dedicated to transforming brain health by advancing diagnostic and treatment approaches. For more information please visit: https://fireflyneuro.com.

About WaveDancer
WaveDancer, based in Fairfax, VA, has been servicing federal and commercial customers since 1979. The Company is in the business of developing and maintaining information technology (“IT”) systems, modernizing client information systems, and performing other IT-related professional services to government and commercial organizations. https://wavedancer.com. In connection with the merger, WaveDancer’s current business will be sold and WaveDancer, which intends to change its name to Firefly Neuroscience, will solely advance the current Firefly business.

Additional Information
This press release may be deemed to be solicitation material with respect to the proposed transactions between WaveDancer and Firefly. This press release is not a substitute for the Registration Statement, definitive proxy statement/prospectus, or any other documents that WaveDancer may file with the SEC or send to security holders in connection with the proposed transaction.

Investors and security holders may obtain free copies of the documents filed with the SEC, once available, on WaveDancer’s website at www.wavedancer.com, or on the SEC’s website at www.sec.gov.

Participants in the Solicitation
Each of WaveDancer, Firefly and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of WaveDancer in connection with the proposed transactions. Information about the executive officers and directors of WaveDancer is set forth in s The Registration Statement. Other information regarding the interests of such individuals, who may be deemed to be participants in the solicitation of proxies for the stockholders of WaveDancer, is set forth in the combined Registration/Proxy Statement as initially filed and subsequently amended... You may obtain free copies of these documents as described above.

Cautionary Statements Regarding Forward-Looking Statements
This press release contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words and phrases such as “aims,” “anticipates,” “believes,” “could,” “designed to,” “estimates,” “expects,” “forecasts,” “goal,” “hopes,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will,” and variations of these words and phrases or similar expressions that are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the proposed merger between WaveDancer and Firefly, including whether and when the transactions will be consummated; and other statements that are not historical fact. The timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation: (i) the risk that the conditions to the closing of the proposed transactions are not satisfied, including the failure to timely obtain stockholder approval for the transactions, if at all; (ii) uncertainties as to the timing of the consummation of the proposed transactions and the ability of each of WaveDancer and Firefly to consummate the proposed merger; and (iii) risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance Firefly’s products, clinical and pharmaceutical programs. These and other risks and uncertainties are more fully described in the Registration/Proxy Statement You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. Except as required by law, WaveDancer expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

Contact Information

WaveDancer
Tim Hannon, CFO
[email protected]

Firefly
Paul Krzywicki, CFO
1-888-237-6412


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