8-K
filed August 12, 2024, 7:59 PM ET
ticker AIFF
CIK 0000803578
M&A
confidence high
sentiment neutral
materiality 0.85
FIREFLY NEUROSCIENCE, INC. (AIFF): M&A transaction — WaveDancer completes merger with Firefly Neuroscience, changes name to Firefly Neuroscience, Inc., ticker to AIFF
FIREFLY NEUROSCIENCE, INC.
- Merger closed Aug 12, 2024; Firefly becomes wholly owned sub; former Firefly stockholders own ~92% of combined company, WaveDancer stockholders ~8%.
- Reverse stock split 1-for-3 effective Aug 12; shares reduced from 2,013,180 to ~671,060 pre-merger; combined shares outstanding 7,870,251.
- Private placement closed simultaneously, raising $3.5M gross proceeds from institutional investors (2,639,517 shares + warrants at $1.326/share).
- New board appointed: Dave DeCaprio, Jon Olsen, Greg Lipschitz, Arun Menawat, Brian Posner; Posner chairs all three committees.
- Tellenger subsidiary sold for $1.5M cash (less credit facility balance) to Wavetop Solutions, closing simultaneous with merger.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian Posner was appointed as Director at FIREFLY NEUROSCIENCE, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
with David DeCaprio, Jon Olsen, Greg Lipschitz and Brian Posner to serve on the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bonnie K. Wachtel resigned as Director at FIREFLY NEUROSCIENCE, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of G. James Benoit, Jr., Jack L. Johnson, Jr., William H. Pickle, Paul B. Becker, James C. DiPaula, Jr. and Bonnie K. Wachtel resigned as members of the WaveDancer Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jack L. Johnson, Jr. resigned as Director at FIREFLY NEUROSCIENCE, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of G. James Benoit, Jr., Jack L. Johnson, Jr., William H. Pickle, Paul B. Becker, James C. DiPaula, Jr. and Bonnie K. Wachtel resigned as members of the WaveDancer Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William H. Pickle resigned as Director at FIREFLY NEUROSCIENCE, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of G. James Benoit, Jr., Jack L. Johnson, Jr., William H. Pickle, Paul B. Becker, James C. DiPaula, Jr. and Bonnie K. Wachtel resigned as members of the WaveDancer Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jon Olsen was appointed as Director at FIREFLY NEUROSCIENCE, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
with David DeCaprio, Jon Olsen, Greg Lipschitz and Brian Posner to serve on the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul B. Becker resigned as Director at FIREFLY NEUROSCIENCE, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of G. James Benoit, Jr., Jack L. Johnson, Jr., William H. Pickle, Paul B. Becker, James C. DiPaula, Jr. and Bonnie K. Wachtel resigned as members of the WaveDancer Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James C. DiPaula, Jr. resigned as Director at FIREFLY NEUROSCIENCE, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of G. James Benoit, Jr., Jack L. Johnson, Jr., William H. Pickle, Paul B. Becker, James C. DiPaula, Jr. and Bonnie K. Wachtel resigned as members of the WaveDancer Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
G. James Benoit, Jr. resigned as Director at FIREFLY NEUROSCIENCE, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of G. James Benoit, Jr., Jack L. Johnson, Jr., William H. Pickle, Paul B. Becker, James C. DiPaula, Jr. and Bonnie K. Wachtel resigned as members of the WaveDancer Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Greg Lipschitz was appointed as Director at FIREFLY NEUROSCIENCE, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
with David DeCaprio, Jon Olsen, Greg Lipschitz and Brian Posner to serve on the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David DeCaprio was appointed as Director at FIREFLY NEUROSCIENCE, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
with David DeCaprio, Jon Olsen, Greg Lipschitz and Brian Posner to serve on the Board
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
FIREFLY NEUROSCIENCE, INC. underwent a change of control involving Firefly Neuroscience, Inc. (closed 2024-08-12).
- Action
- change of control
- Counterparty
- Firefly Neuroscience, Inc.
- Closing
- 2024-08-12
Exact text from the filing
As a result of the consummation of the Merger, a change of control of WaveDancer occurred, and the stockholders of WaveDancer immediately prior to the Closing held approximate 8% of the outstanding shares of New Firefly Common Stock immediately following the Closing.
View on SEC.gov
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