Wavedancer, Inc. Files 8-K with Multiple Material Events

TL;DR

Wavedancer 8-K: Delisting warning, acquisition/disposition, control change, equity sales, accountant switch, officer/director changes. Big shakeup.

AI Summary

Wavedancer, Inc. filed an 8-K on August 12, 2024, disclosing several material events. These include the entry into a material definitive agreement, completion of an acquisition or disposition of assets, and a notice of delisting or failure to satisfy a continued listing rule. The filing also covers unregistered sales of equity securities, material modifications to security holder rights, changes in the certifying accountant, changes in control, and departure/election of officers and directors. Additionally, it addresses amendments to articles of incorporation or bylaws, changes in the code of ethics, and Regulation FD disclosures.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes for Wavedancer, Inc., including possible delisting and changes in control, which could impact its stock and operations.

Risk Assessment

Risk Level: high — The filing mentions a notice of delisting or failure to satisfy a continued listing rule, which is a significant risk factor for investors.

Key Players & Entities

• WAVEDANCER, INC. (company) — Filer
• 0000803578 (company) — Central Index Key
• 541167364 (company) — IRS Number
• INFORMATION ANALYSIS INC (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — on which registered Common Stock , $0.0001 par value per share WAVD The Nasdaq
• $0.00001 — es of Firefly's common stock, par value $0.00001 per share (the " Firefly Common Stock "
• $0.001 — of WaveDancer's common stock, par value $0.001 per share (the " WaveDancer Common Stoc
• $1.326 — PIPE Share and accompanying Warrant was $1.326 and the purchase price of each Pre-Fund
• $1.3257 — ed Warrant and accompanying Warrant was $1.3257. The Private Placement closed on August
• $3.5 m — from the transaction were approximately $3.5 million, before deducting estimated offer
• $1.00 — nding shares of common stock, par value $1.00 per share, of Tellenger prior to the me
• $1.5 m — ger, for an aggregate purchase price of $1.5 million, plus the assumption of the emplo
• $500,000 — the outstanding balance of WaveDancer's $500,000 credit facility with Summit Commercial

Filing Documents

• wavd20240808_8k.htm (8-K) — 189KB
• ex_712094.htm (EX-3.1) — 77KB
• ex_712182.htm (EX-3.2) — 167KB
• ex_711850.htm (EX-10.5) — 143KB
• ex_711804.htm (EX-10.6) — 59KB
• ex_711805.htm (EX-10.7) — 61KB
• ex_711986.htm (EX-10.8) — 69KB
• ex_712339.htm (EX-21.1) — 4KB
• ex_711580.htm (EX-99.1) — 680KB
• ex_711725.htm (EX-99.2) — 84KB
• ex_711581.htm (EX-99.3) — 424KB
• ex_711720.htm (EX-99.4) — 75KB
• ex_711582.htm (EX-99.5) — 523KB
• ex_711987.htm (EX-99.6) — 13KB
• ex_712547.htm (EX-99.7) — 16KB
• fireflylogo.jpg (GRAPHIC) — 4KB
• 0001437749-24-026083.txt ( ) — 3022KB
• wavd-20240812.xsd (EX-101.SCH) — 3KB
• wavd-20240812_def.xml (EX-101.DEF) — 12KB
• wavd-20240812_lab.xml (EX-101.LAB) — 15KB
• wavd-20240812_pre.xml (EX-101.PRE) — 12KB
• wavd20240808_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Indemnification Agreements In connection with the Merger, on the Closing Date, the Company entered into indemnification agreements (each, an " Indemnification Agreement " and collectively, the " Indemnification Agreements ") with each of its directors and executive officers. The Indemnification Agreements provide for indemnification and advancement by the Company of certain expenses and costs relating to claims, suits, or proceedings arising from service to the Company or, at its request, service to other entities to the fullest extent permitted by applicable law. The foregoing description of the Indemnification Agreements is a summary only and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is incorporated by reference as Exhibit 10.8 to this Current Report on Form 8-K and incorporated herein by reference.

01

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure set forth in the " Introductory Note " above is incorporated by reference into this Item 2.01. FORM 10 INFORMATION Cautionary Note Regarding Forward-Looking Statements follo

Risk Factors

Risk Factors The risks associated with the Company's business are described above and in the Proxy Statement/Prospectus in the section entitled " Risk Factors, " beginning on page 47 of the Proxy Statement/Prospectus, which is incorporated herein by reference. A summary of the risks associated with the Company's business is also included on pages 45-56 of the Proxy Statement/Prospectus under the heading " Summary of Risk Factors " and is incorporated herein by reference. Financial Information The information set forth in Item 9.01 of this Current Report on Form 8-K concerning the financial information Firefly and WaveDancer is incorporated herein by reference. The unaudited pro forma condensed combined balance sheets as of March 31, 2024, and as of December 31, 2023, for Firefly is set forth in Exhibit 99.5 hereto and is incorporated herein by reference. Management ' s Discussion and Analysis of Financial Condition and Results of Operations The Management's Discussion and Analysis of Financial Condition and Results of Operations of WaveDancer for the year ended December 31, 2023, and the three months ended March 31, 2024, included in WaveDancer's Annual Report on 10-K filed with the SEC on March 20, 2024, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 14, 2024, respectively, are incorporated herein by reference. The Management's Discussion and Analysis of Financial Condition and Results of Operations of Firefly for the year ended December 31, 2023, and for the three months ended March 31, 2024, are included in Exhibits 99.2 and 99.4 hereto and are incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth information regarding the beneficial ownership of New Firefly Common Stock as of August 12, 2024, by: each person who is known to be the beneficial owner of more than 5% of the outstanding shares of New Firefly Common Stock; each of the Company's directors and named executive officers; and all directors and executive officers of the Company as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. The beneficial ownership percentages set forth in the following table are based on 7,870,251 shares of New Firefly Common Stock outstanding as of August 12, 2024. Unless otherwise indicated, the Company believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them. Unless otherwise indicated, the address of each individual below is 1100 Military Road, Kenmore, NY 14217. Name of Beneficial Owner Number of Shares of New Firefly Common Stock Beneficially Owned % of Ownership Five Percent Holders Windsor Private Capital LP / Jordan Kupinsky (1) 1,616,405 20.7 % Roxy Capital Corporation (2) 569,460 7.3 % Directors and Executive Officers Dave DeCaprio (3) 3,314 * Jon Olsen (4) 110,875 1.4 % Greg Lipschitz (5) 302,882 3.8 % Arun Menawat (6) 9,544 * Paul Krzywicki(7) 1,552 * Brian Posner 0 0 % Gil Issachar (8) 131,464 1.7 % Samer Kaba(9) 520 * All Directors and Executive Officers of the Company as a Group (8 persons) 487,491 6.0 % * Represents beneficial ownership of less than 1%. (1) Consists of (1) 1,523,397 shares of New Firefly

View Full Filing

View this 8-K filing on SEC EDGAR