WaveDancer and Firefly Neuroscience, an AI-Driven Brain Health Company, Each Receive Respective Stockholder Approvals for Merger
18 Março 2024 - 10:10AM
WaveDancer, Inc. (“WaveDancer”) (Nasdaq: WAVD) and Firefly
Neuroscience, Inc. (“Firefly”) an AI-driven brain health company,
each received the requisite stockholder approvals required to
consummate the merger between both companies. The WaveDancer
stockholder approval was obtained at a special meeting of its
stockholders held on March 14, 2024. The Firefly approval was
obtained through a written consent by the holders of a majority of
the outstanding voting shares of Firefly.
Approval of the proposals by the WaveDancer
stockholders will enable WaveDancer to proceed with its merger with
Firefly, a medical technology and AI company developing and
pioneering innovative neuroscientific solutions to improve outcomes
for patients with mental illnesses and neurological disorders.
Firefly has developed its FDA 510(k)-cleared Brain Network
Analytics software platform (the “BNA 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 (ADHD). "The WaveDancer
favorable shareholder vote is an important step in consummating the
merger and reinventing WaveDancer as an AI-enabled neurological
health platform,” said Jamie Benoit, Chairman and CEO of
WaveDancer. “We thank our shareholders for participating in the
vote."
Given stockholder support, WaveDancerwill
continue forward with its merger efforts and expects the deal to
close in Q2 2024, subject to satisfying the closing conditions
which include meeting the requirements for the combined company to
be listed on Nasdaq. The combined company will focus on continuing
to develop and commercialize Firefly’s BNA platform, which was
previously approved by the U.S. Food and Drug Administration. Upon
closing, the combined company is expected to operate under the name
Firefly Neuroscience, Inc., and trade on the Nasdaq Capital
Market.
Additional Information About the
WaveDancer/Firefly Merger and Where to Find ItAs
previously announced, on 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 a Registration Statement, which
includes a proxy statement/prospectus of WaveDancer that sets forth
relevant information pertaining to the merger.
The registration statement 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 is a
medical technology and AI company developing and pioneering
innovative neuroscientific solutions to improve outcomes for
patients with mental illnesses and neurological disorders. Over the
last 15 years, the Company has invested approximately $60 million
to develop its BNA Platform software, compile a database of brain
wave tests, gain patent protection, and receive FDA approval to
market and sell the BNA Platform. As a result, Firefly is now
pursuing commercial launch of the BNA Platform in multiple markets,
including pharmaceutical companies with drug research and clinical
trial activities and medical practitioners for use in their
clinics.
The BNA Platform is a software as a medical
solution that was developed using AI and machine learning (ML) on
Firefly’s extensive proprietary database of standardized,
high-definition longitudinal electroencephalograms (“EEGs”) of over
17,000 patients representing twelve disorders, as well as
clinically normal patients. The BNA Platform, in conjunction with
an FDA-cleared EEG system, can provide clinicians with
comprehensive insights into brain function (cognition). These
insights can enhance a clinician’s ability to accurately diagnose
mental illnesses and cognitive disorders and to evaluate what
therapy and/or drug is best suited to optimize a patient’s
outcome.
Please visit https://fireflyneuro.com/ for more
information.
About WaveDancerWaveDancer,
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.
Cautionary Statements Regarding
Forward-Looking StatementsThis 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 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
InformationWaveDancerTim Hannon,
CFOInvestors@WaveDancer.com
FireflyPaul Krzywicki,
CFO1-888-237-6412
Investor ContactKCSA Strategic
CommunicationsValter Pinto, Managing DirectorPH: (212)
896-1254Valter@KCSA.com
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