Firefly Neuroscience acquires Evoke Neuroscience; expands database, IP, commercial footprint

FIREFLY NEUROSCIENCE, INC.

Purchase price $6M: 50% cash ($3M) and 50% common stock (857,143 shares at $3.50), plus $500K earn-out in cash if Evoke achieves $3M annualized revenues within 3 years.
Acquisition adds >180,000 standardized EEG/ERP records, 27 granted patents, and >60 commercial users (more than 2x, 3x, and 10x expansions respectively).
Evoke's CEO David Hagedorn to enter consulting agreement; Firefly aims to build first EEG/ERP-based foundation model of the human brain using NVIDIA Connect resources.
Closing occurred May 1, 2025; Lock-Up on shares for 6 months or until registration effective; working capital adjustment threshold $90,000.
$150,000 of cash directed to Evoke for post-closing operational expenses, excluded from working capital calculations.

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