Wavedancer, Inc. Files 8-K for Material Definitive Agreement

TL;DR

WAVEDANCER just signed a big deal, details TBD.

AI Summary

Wavedancer, Inc. announced on July 26, 2024, that it entered into a Material Definitive Agreement. The filing does not provide specific details about the agreement, the other parties involved, or any associated dollar amounts or dates beyond the report date.

Why It Matters

This filing indicates a significant new contract or partnership for Wavedancer, Inc., which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the material definitive agreement.

Key Players & Entities

• WAVEDANCER, INC. (company) — Registrant
• July 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock , par value $0.001 per share WAVD The Nasdaq Stock Mar
• $0.00001 — f the Company's common stock, par value $0.00001 per share (the "Common Stock") or, to t
• $0.442 — each Share and accompanying Warrant is $0.442 and the purchase price of each Pre-Fund
• $0.4419 — ase price of each Pre-Funded Warrant is $0.4419. The Private Placement is expected to c
• $3.5 million — action are expected to be approximately $3.5 million. The number of Shares, Warrants and Pre
• $0.71 — y upon issuance at an exercise price of $0.71 per share and expire five years from th
• $0.0001 — of Common Stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are

Filing Documents

• wavd20240727_8k.htm (8-K) — 37KB
• ex_704510.htm (EX-4.1) — 99KB
• ex_704511.htm (EX-4.2) — 99KB
• ex_704512.htm (EX-10.1) — 241KB
• ex_704571.htm (EX-99.1) — 526KB
• 0001437749-24-023671.txt ( ) — 1268KB
• wavd-20240726.xsd (EX-101.SCH) — 3KB
• wavd-20240726_def.xml (EX-101.DEF) — 12KB
• wavd-20240726_lab.xml (EX-101.LAB) — 15KB
• wavd-20240726_pre.xml (EX-101.PRE) — 12KB
• wavd20240727_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. As previously reported on November 15, 2023, WaveDancer, Inc. (the "Parent"), and its wholly owned subsidiary, FFN Merger Sub, Inc. ("FFN") entered into an Agreement and Plan of Merger (as amended, "Merger Agreement" and the transactions contemplated by the Merger Agreement, the "Merger") with Firefly Neuroscience, Inc. (the "Company"). For purposes hereof, capitalized terms not defined herein shall have the meanings ascribed thereto in the Merger Agreement. In connection with the Merger, on July 26, 2024, the Company entered into a securities purchase agreement (the "Purchase Agreement") with a certain institutional investor, pursuant to which the Company agreed to issue and sell (i) 7,918,552.03 shares (the "Shares") of the Company's common stock, par value $0.00001 per share (the "Common Stock") or, to the extent that such purchase of Shares would result in the investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the outstanding shares of Parent common stock immediately following the consummation of the Merger, pre-funded warrants (the "Pre-Funded Warrants") to purchase such Shares in excess of 4.99% of the outstanding shares of Parent common stock, and (ii) warrants (the "Warrants") to purchase up to 7,918,552.03 shares of Common Stock in a private placement (the "Private Placement"). The purchase price of each Share and accompanying Warrant is $0.442 and the purchase price of each Pre-Funded Warrant is $0.4419. The Private Placement is expected to close substantially contemporaneous with the consummation of the Merger, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds from the transaction are expected to be approximately $3.5 million. The number of Shares, Warrants and Pre-Funded Warrants the investors shall hold and the respective exercise prices for the Warrants and Pre-Funded Warrants will be subject to adju

Financial Statements and Exhibits

Financial Statements and Exhibits (b) Pro Forma Financial Information. The unaudited pro forma condensed combined financial information statements of the Company for the year ended December 31, 2023, and the three months ended March 31, 2024, giving effect to the transactions consummated pursuant to the Merger and the Private Placement, including the notes thereto, are filed herewith as Exhibit 99.1 and incorporated herein by reference. (d) Exhibits The following exhibits are filed herewith: Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Warrant 10.1+ Securities Purchase Agreement, dated as of July 26, 2024, by and among the Company and the investors signatory thereto. 99.1 Unaudited Pro Forma Financial Statements of WaveDancer, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. Certain portions of this exhibit (indicated by "[***]") have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WAVEDANCER, INC. Date: July 29, 2024 By: /s/ G. James Benoit, Jr. G. James Benoit, Jr. Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR