3 unchanged sentences
Such statements involve risks and uncertainties which could cause actual results to vary materially from those expressed in the forward-looking statements.
−Removed: Investors should read and understand the risk factors detailed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“Annual Report”) and in other filings with the Securities and Exchange Commission.
We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control.
−Removed: This list highlights some of the risks which may affect future operating results.
−Removed: These are the risks and uncertainties we believe are most important for you to consider.
+Added: Investors should read and understand the risk factors detailed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“Annual Report”) and in other filings with the Securities and Exchange Commission.
Additional risks and uncertainties, not presently known to us, which we currently deem immaterial, or which are similar to those faced by other companies in our industry or business in general, may also impair our business operations.
−Removed: If any of the following risks or uncertainties actually occur, our business, financial condition and operating results would likely suffer.
−Removed: These risks include, among others, the following:
−Removed: Recent, past and future acquisitions and investments could disrupt our business and harm our financial condition and operating results.
−Removed: We have had operating losses in four of the last five years and may not achieve or maintain profitability in the future.
−Removed: A significant portion of our revenue is expected to be generated by sales to government entities, which are subject to a number of challenges and risks.
−Removed: We face intense competition and could lose market share to our competitors, which could adversely affect our business, financial condition, and results of operations.
−Removed: We rely on our management team and other key employees and will need additional personnel to grow our business, and the loss of one or more key employees or our inability to hire, integrate, train and retain qualified personnel, including members for our board of directors, could harm our business.
−Removed: We are dependent on a few key customer contracts for a significant portion of our future revenue, and a significant reduction in services to one or more of these contracts would reduce our future revenue and harm our anticipated operating results.
−Removed: Our proprietary rights may be difficult to enforce or protect, which could enable others to copy or use aspects of our products without compensating us.
−Removed: We are dependent on information technology, and disruptions, failures or security breaches of our information technology infrastructure could have a material adverse effect on our operations.
−Removed: We depend on computing infrastructure operated by Microsoft and other third parties to support some of our solutions and customers, and any errors, disruption, performance problems, or failure in their or our operational infrastructure could adversely affect our business, financial condition, and results of operations.
−Removed: Failure to comply with governmental laws and regulations could harm our business.
−Removed: Our failure to raise additional capital or generate the significant capital necessary to expand our operations and invest in new products and subscriptions could reduce our ability to compete and could harm our business.
−Removed: The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members.
−Removed: If we are not able to maintain and enhance our brand and our reputation as a provider of high-quality security solutions and services, our business and results of operations may be adversely affected.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential” and similar expressions intended to identify forward-looking statements.
1 unchanged sentence
Given these uncertainties, you should not place undue reliance on these forward-looking statements.
−Removed: We discuss many of these risks in greater detail under the heading “Risk Factors” in Item 1A of our 2022 10-K.
−Removed: Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report.
Except as required by law, we assume no obligation to update any forward-looking statements after the date of this report.
−Removed: WaveDancer, Inc.
−Removed: Form 10-Q March 31, 2024
+Added: Firefly Neuroscience, Inc.
+Added: (formerly WaveDancer, Inc.)
+Added: Form 10-Q June 30, 2024
Founded in 1979 as Information Analysis Incorporated, the Company changed its name to WaveDancer, Inc.
and converted from a Virginia corporation to a Delaware corporation in December 2021.
−Removed: 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.
−Removed: On March 17, 2023, the Company sold effectively 75.1% of the equity of its Gray Matters, Inc.
−Removed: subsidiary (“GMI”) to Gray Matters Data Corporation (“GMDC”).
−Removed: The Company’s retained interest in GMI of 24.9% was initially accounted for as an equity method investment.
−Removed: Subsequent to the sale the Company discontinued consolidating GMI and the Company has reflected GMI as a discontinued operation in its consolidated statements of operations for all periods presented.
−Removed: Unless otherwise noted, all amounts and disclosures throughout this Item 2 relate to the Company’s continuing operations.
−Removed: See Note 2 to the unaudited condensed consolidated financial statements for further information about the sale transaction, the deconsolidation of GMI, and treatment of GMI as a discontinued operation.
−Removed: On August 9, 2023, the Company sold its remaining 24.9% interest in GMI to GMDC.
−Removed: On August 9, 2023, the Company sold its remaining equity interest in GMDC in exchange for $400,000 in cash, and recognized a gain on sale of $64,525.
−Removed: As of September 30, 2023 the Company has no equity method investment in GMDC and any other equity exposure to the GMI business.
−Removed: The Company is an IT provider primarily for the benefit of federal government agencies.
−Removed: At present, we primarily apply our technology, services and experience to legacy software migration and modernization, developing web-based and mobile device solutions, including dynamic electronic forms development and conversion, data analytics, and we are in the process of acquiring talent and expertise in developing cybersecurity and cloud services practices.
−Removed: Our focus is on enterprise IT solutions primarily relating to system modernization, cloud-based solutions and cybersecurity protection.
−Removed: Since the Company’s inception, we have performed software development and conversion projects for over 100 commercial and government customers including, but not limited to, the Department of Agriculture, Department of Defense, Department of Education, Department of Homeland Security, Department of the Treasury, U.S.
−Removed: Small Business Administration, U.S.
−Removed: Air Force, Department of Veterans Affairs, and General Dynamics Information Technology (formerly Computer Sciences Corporation, CSRA).
−Removed: Modernization has been a core competency of the Company for over 20 years.
−Removed: We have modernized over 100 million lines of COBOL code for over 35 governmental and commercial customers.
−Removed: We maintain a pool of skilled COBOL programmers.
−Removed: This provides us with a competitive advantage as the labor pool of such programmers is shrinking as aging software professionals retire.
−Removed: Our business has also historically relied upon the reselling of applications, primarily for forms development.
−Removed: Through our acquisition in April 2021 of Tellenger, Inc.
−Removed: (“Tellenger”), which is now a wholly owned subsidiary of the Company, we acquired competencies in web-based solutions and cybersecurity.
−Removed: Tellenger is a boutique IT consulting and software development firm specializing in modernization, software development, cybersecurity, cloud solutions, and data analytics.
−Removed: We believe combining web-based solutions with system modernization will provide us with the skill sets that are needed to migrate legacy systems to the cloud.
−Removed: We foresee this as a key component of our modernization growth since there are billions of lines of code, in both the governmental and commercial sectors, that eventually must be modernized.
−Removed: It is also our intention to better leverage our resources, largely gained through the acquisition of Tellenger, to take advantage of the growth in the cybersecurity market.
−Removed: In December 2021, we announced the reorganization of our entire professional services practice into Tellenger, and as a result, our professional services are contained in a single entity.
−Removed: Through Tellenger, we perform services such as business process re-engineering, cloud migrations, and Software-as-a-Service, or SaaS, implementations on behalf of clients in the private and public sector with an aim to increase productivity, gain efficiencies, and achieve key performance indicators.
−Removed: WaveDancer, Inc.
−Removed: Form 10-Q March 31, 2024
−Removed: On November 15, 2023, the Company entered into a merger agreement with Firefly Neuroscience, Inc.
−Removed: (“Firefly”), a privately held, commercial-stage, medical technology company, to combine the companies in an all-stock transaction (the "Merger").
−Removed: The closing of the transaction is contingent upon the approval of WaveDancer and Firefly shareholders, both of which have been obtained, as well as satisfaction of other closing conditions including, among other things, the Company having sufficient cash to satisfy all its outstanding liabilities as of the closing date and approval by Nasdaq Capital Markets LLC ("Nasdaq") of Firefly's initial listing application.
−Removed: The Merger agreement provides that in connection with and nearly simultaneous with the closing of the Merger, WaveDancer will sell its Tellenger subsidiary, the company through which WaveDancer operates its current revenue-generating business, to WaveTop Solutions, Inc., a company owned and controlled by WaveDancer's chairman and chief executive officer, for $1.5 million of cash.
−Removed: Upon closing of the Merger, the combined company will focus on continuing to develop and commercialize Firefly’s Artificial Intelligence driven Brain Network Analytics (BNA™) platform, which was previously cleared by the U.S.
−Removed: Food and Drug Administration.
−Removed: Since late 2023, we have been devoting our efforts to closing the Merger with Firefly.
−Removed: If the Merger does not close, we will need to make fundamental decisions as to how to proceed with our business.
−Removed: We anticipate that we will be delisted from Nasdaq.
−Removed: We can operate profitably but cannot support the administrative expenses of being a public reporting company.
−Removed: We will consider all of our options, including, but not limited to, ceasing to be a reporting company (which would reduce our operating expenses significantly), raising capital through private placement (which could be highly dilutive), transferring to the OTC Market, seeking another merger partner (which may be difficult if we are delisted from Nasdaq), or selling our business to satisfy our liabilities and dissolving.
−Removed: To pursue any strategy under which we continue operations, we will need to reduce our expense structure and raise capital.
−Removed: The key elements of the strategy for continuing operations that we will pursue if the Merger does not close are discussed below.
−Removed: Through the acquisition of Tellenger in 2021, we began to reposition our legacy professional services business by allocating resources away from third-party product reselling and toward professional services, which provides more consistent revenue at significantly higher margins.
−Removed: If the Merger does not close, we may seek to purchase other technology companies whose businesses complement the Company’s existing business and whose personnel would better enable us to compete for engagements in our focus areas.
−Removed: Pursuing growth through acquisition will require substantial additional capital, which will be more difficult and dilutive without our ability to trade on Nasdaq.
−Removed: To grow organically, we intend to become more proactive in bidding as a prime contractor on government proposals and in expanding our outreach to larger prime contractors for subcontract and teaming opportunities.
−Removed: In the current era of digital transformation, companies of all sizes and types recognize the need to leverage enhanced technology to improve their business capabilities, operational efficiencies, and customer experiences.
−Removed: If they approach digital transformation in a structured, timely way they can gain benefits that give them an improved competitive advantage, reduce their time to market, improve the quality of their offerings, and revolutionize their culture in a positive way.
−Removed: Challenges in providing services to citizens throughout the COVID-19 pandemic heightened awareness and accelerated the progress of modernizations efforts with the U.S.
−Removed: Many government agencies became focused on developing their own government digital strategies in order to improve productivity, streamline data sharing, reduce errors and reduce expenses.
−Removed: Automation also gives governments the information they need to make data-driven decisions.
−Removed: WaveDancer’s offering has the ability to offer a comprehensive set of technology services , that are built on a foundation of innovative technologies, to provide greater flexibility, agility, and security for IT transformations.
−Removed: We will be able to help organizations modernize, transform and manage their technologies.
−Removed: We plan to capitalize on these opportunities in outreach and bids to market our relevant products and services.
−Removed: WaveDancer, Inc.
−Removed: Form 10-Q March 31, 2024
−Removed: Results of Continuing Operations – Three Months Ended March 31, 2024 and 2023
−Removed: Total revenue was $1,915,372 for the three months ended March 31, 2024, compared with $2,160,123 in the prior year quarter, a decrease of $244,751, or 11.3%.
−Removed: The decrease in revenue was driven by our de-emphasis of third-party software sales which accounted for just 1.5% of our sales in the first quarter of 2024 as compared to 2.6% in the prior year quarter.
−Removed: Professional services revenue decreased by $217,591, or 10.3%, to $1,885,867 in the first quarter of 2023 from $2,103,458 in the first quarter of 2023.
−Removed: The decline in professional services revenue is driven primarily by one of our historically larger projects where we had fewer resources deployed in the first quarter of 2024 as compared to the comparable prior year quarter based on current project deliverables, as well as the discontinuation of a software training service under which our resources were continuously underutilized.
−Removed: Gross profit increased by $42,460 or 6.5%, to $699,258 for the three months ended March 31, 2024 as compared to $656,798 in the prior year quarter.
−Removed: The increase in gross profit includes an increase from professional services of $42,041 and an increase from third-party software sales of $419.
−Removed: Professional services gross profit as a percent of revenue increased from 31.2% to 37.1% due to a change in the mix of contracts generating revenue and the related billing rates resulting as well as increases in our costs of labor that outpaced billing rate increases.
+Added: We were historically 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.
+Added: On April 12, 2024, pursuant to the previously announced Agreement and Plan of Merger, dated as of November 15, 2023 (as amended by that certain Amendment No.
+Added: 1, dated as of January 12, 2024, and that certain Amendment No.
+Added: 2, dated as of June 17, 2024, “Merger Agreement”), by and among the Company, its wholly owned subsidiary, FFN Merger Sub, Inc., a Delaware corporation (“FFN”), and Firefly Neuroscience 2023, Inc., a Delaware corporation (formerly known as Firefly Neuroscience, Inc., “Firefly 2023”), FFN merged with and into Firefly 2023, with Firefly 2023 surviving as a wholly owned subsidiary of Firefly (the “Merger”).
+Added: Following the consummation of the Merger with Firefly 2023, the business of Firefly 2023 became our business.
+Added: Firefly is an Artificial Intelligence (“AI”) technology company developing innovative neuroscientific solutions that improve outcomes for patients with mental illnesses and neurological disorders.
+Added: 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.
+Added: It has taken a period of 15 years and an investment of approximately $60 million, to develop the software, compile the requisite database of brain wave tests, gain patent protection, and receive Federal Drug Administration (“FDA”) approval to market and sell the BNA Platform so, as of today, Firefly is in a position to undertake a commercial launch of the BNA Platform.
+Added: Firefly believes there is great potential for such commercialization, both with respect to pharmaceutical companies in their drug research and clinical trial activities, as well as medical practitioners in their clinics.
+Added: The BNA Platform is a software as a medical solution that was developed using AI and machine learning on Firefly’s extensive proprietary database of standardized, high-definition longitudinal electroencephalograms (“EEG”) of over 17,000 patients representing twelve disorders, as well as clinically normal patients.
+Added: The BNA Platform, in conjunction with an FDA-cleared EEG system, can provide clinicians with comprehensive insights into brain function (cognition).
+Added: These insights can enhance a clinician’s ability to accurately diagnose mental illnesses and cognitive disorders and to evaluate what therapy or drug is best suited to optimize a patient’s outcome.
+Added: The clinical utility of EEG technology to support better outcomes for patients with mental illnesses and cognitive disorders has been well documented.
+Added: Historically, clinical adoption of EEG by medical professionals, including psychiatrists, neurologists, nurse practitioners and general practitioners, has been limited due to the complexity of interpreting EEG recordings and the inability to practically compare a patient’s brain function to that of a clinically normal age-matched patient.
+Added: Firefly believes that without defining a standard deviation to the norm, it is not possible to objectively assess brain function.
+Added: By establishing an objective baseline measurement of brain function, the BNA Platform enables clinicians to optimize patient care, leading to improved outcomes for people suffering from mental illnesses and cognitive disorders.
+Added: Firefly’s value proposition is supported by real-world use of the BNA Platform.
+Added: Incorporating the BNA Platform as part of a patient management protocol demonstrated improved response rates, enhanced therapy compliance, reduced non-responder rates and a reduction in need for medication switching among patients1.
+Added: Further, Firefly believes that its extensive clinical database, when combined with advanced AI, provides the opportunity to identify clinically relevant biomarkers that will support better patient outcomes through precision medicine and companion diagnostics.
+Added: We expect to gather additional data through the clinical deployments and clinical studies conducted by drug companies.
+Added: This additional data should allow us to discover new biomarkers and objectively measure the impact of therapeutic interventions on patients of different types, further enhancing our platform’s effectiveness.
+Added: Firefly believes that it will be able to enhance accurate diagnosis and predict what therapy or drug, or a combination thereof, is best suited to optimize patient outcomes.
+Added: This represents a paradigm shift in how clinicians manage patients with mental illnesses and cognitive disorders holding the potential to transform brain health.
+Added: Firefly Neuroscience, Inc.
+Added: (formerly WaveDancer, Inc.)
+Added: Form 10-Q June 30, 2024
+Added: Results of Continuing Operations – Three Months Ended June 30, 2024 and 2023
+Added: Total revenue was $1,903,602 for the three months ended June 30, 2024, compared with $2,024,622 in the prior year quarter, a decrease of $121,020, or 6.0%.
+Added: The decrease was primarily related to professional services contracts, coupled with a de-emphasis on low margin product sales.
+Added: Professional services revenue decreased by $93,860, or 4.8%, to $1,874,097 in the second quarter of 2024 from $1,967,957 in the second quarter of 2023.
+Added: The decline in professional services revenue is driven primarily by one of our historically larger projects where we had fewer resources deployed in the second quarter of 2024 as compared to the comparable prior year quarter based on current project deliverables.
+Added: Gross profit decreased by $22,318 or 3.2%, to $682,695 for the three months ended June 30, 2024, as compared to $705,013 in the prior year quarter.
+Added: The increase in gross profit includes a decrease from professional services of $21,616 and a decrease from third-party software sales of $702.
+Added: Professional services gross profit as a percent of revenue increased from 35.8% to 36.4% due to a change in the mix of contracts generating revenue, as well as billing rate increases outpacing increases in our costs of labor.
Selling, General and Administrative Expenses
−Removed: The following table shows the major elements of SG&A expenses for the three months ended March 31, 2024 and 2023 and the changes between periods:
+Added: The following table shows the major elements of SG&A expenses for the three months ended June 30, 2024 and 2023, and the changes between periods:
Increase/ (Decrease)
7 unchanged sentences
Depreciation & Amortization
+Added: The decrease in SG&A for the three months ended June 30, 2024, versus the same period in 2023 was led by decreases in acquisition costs as there were several transactions being explored simultaneously in early 2023, legal and professional fees as there were litigation matters in early 2023, and selling and administrative salaries and benefits.
+Added: Operating (Loss) Income from Continuing Operations
+Added: Our operating loss from continuing operations was $382,070 in the second quarter of 2024 as compared to operating income from continuing operations of $493,116 in the corresponding quarter in 2023, a decrease in operating income of $875,186.
+Added: The change in operating loss from continuing operations from operating income is the result of the gain on litigation settlement realized in the second quarter of 2023.
+Added: Without this gain, there would have been an operating loss from continuing operations in the second quarter of 2023 of $949,352, which would have represented an improvement of $567,282 in 2024 over 2023.
+Added: This improvement is led by decreases in acquisition costs, legal and professional fees, and selling and administrative salaries and benefits.
+Added: Firefly Neuroscience, Inc.
+Added: (formerly WaveDancer, Inc.)
+Added: Form 10-Q June 30, 2024
+Added: Results of Discontinued Operations – Three Months Ended June 30, 2024 and 2023
+Added: The sale of GMI to GMDC occurred on March 17, 2023, and as a result, there was no activity for GMI in the second quarter of 2024.
+Added: Following is the detail of discontinued operations for the second quarter of 2023:
+Added: Results of Continuing Operations – Six Months Ended June 30, 2024 and 2023
+Added: Total revenue was $3,818,975 for the six months ended June 30, 2024, compared with $4,184,745 in the prior year, a decrease of $365,770, or 8.7%.
+Added: The decrease was primarily related to professional services contracts, coupled with a de-emphasis on low margin product sales.
+Added: Professional services revenue decreased by $311,449, or 7.6%, to $3,759,966 in the six months ended June 30, 2024, from $4,071,415 in the six months ended June 30, 2023.
+Added: The decline in professional services revenue is driven primarily by a few of our historically larger projects where we had fewer resources deployed in the first six months of 2024 as compared to the comparable prior year period based on current project deliverables, as well as the discontinuation of a software training service under which our resources were continuously underutilized.
+Added: Gross profit increased by $20,142 or 1.5%, to $1,381,953 for the six months ended June 30, 2024, as compared to $1,361,811 in the prior year period.
+Added: The increase in gross profit includes an increase from professional services of $20,427 and a decrease from third-party software sales of $285.
+Added: Professional services gross profit as a percentage of revenue increased from 33.4% due to a change in the mix of contracts generating revenue, as well as billing rate increases outpacing increases in our costs of labor.
+Added: Firefly Neuroscience, Inc.
+Added: (formerly WaveDancer, Inc.)
+Added: Form 10-Q June 30, 2024
+Added: Selling, General and Administrative Expenses
+Added: The following table shows the major elements of SG&A expenses for the six months ended June 30, 2024 and 2023 and the changes between periods:
+Added: Increase/ (Decrease)
+Added: Salaries and benefits
+Added: Stock based compensation
+Added: Legal and professional fees
+Added: Depreciation & Amortization
+Added: Acquisition costs
+Added: Software, IT and office expenses
+Added: Governance and investor relations
+Added: Marketing and promotions
+Added: The decrease in SG&A for the six months ended June 30, 2024, versus the same period in 2023 was led by decreases in legal and professional fees as there were litigation matters in early 2023, acquisition costs as there were several transactions being explored simultaneously in early 2023, Stock based compensation as options vested or were forfeited over time, and selling and administrative salaries and benefits as administrative costs and positions were cut.
Operating Income from Continuing Operations
−Removed: Our operating loss from continuing operations was $673,971 in the first quarter of 2024 as compared to a loss of $954,730 in the corresponding quarter in 2023, an improvement of $280,759, or 29.4%.
−Removed: The decrease in the operating loss from continuing operations is primarily the result of the decrease in SG&A expenses, led by a decrease in stock based compensation of $174,391 and decreases in legal and professional fees and governance and investor relations, and an increase in professional services gross profit of $42,041, partially offset by increases in insurance and acquisition costs.
−Removed: WaveDancer, Inc.
−Removed: Form 10-Q March 31, 2024
−Removed: Results of Discontinued Operations – Three Months Ended March 31, 2024 and 2023
−Removed: The sale of GMI to GMDC occurred on March 17, 2023, and as a result, there was no activity for GMI in the first quarter of 2024.
−Removed: Following is the detail of discontinued operations for the first quarter of 2023:
+Added: Our operating loss from continuing operations was $1,056,041 in the six months ended June 30, 2024 as compared to a loss of $461,614 in the corresponding prior year period, a additional loss of $594,427, or 128.8%.
+Added: The increase in operating loss from continuing operations is the result of the gain on litigation settlement realized in the first six months of 2023.
+Added: Without this gain, there would have been an operating loss from continuing operations in the second quarter of 2023 of $1,904,082, which would have represented an improvement of $848,041 in 2024 over 2023.
+Added: This improvement is led by decreases in legal and professional fees, acquisition costs, stock based compensation, and selling and administrative salaries and benefits.
+Added: Results of Discontinued Operations – Six Months Ended June 30, 2024 and 2023
+Added: The sale of GMI to GMDC occurred on March 17, 2023, and as a result, there was no activity for GMI in the six months ended June 30, 2024.
+Added: Following is the detail of discontinued operations for the six months ended June 30, 2023:
Cost of revenue
9 unchanged sentences
Net income on discontinued operations
+Added: Firefly Neuroscience, Inc.
+Added: (formerly WaveDancer, Inc.)
+Added: Form 10-Q June 30, 2024
Critical Accounting Estimates
7 unchanged sentences
Liquidity and Capital Resources
−Removed: During the quarter ended March 31, 2024, the Company generated a net loss from continuing operations of $673,950.
−Removed: As of March 31, 2024, the Company had a net working capital deficit of $480,073, including cash and cash equivalents of $563,324.
−Removed: As of March 31, 2024, the Company had $500,000 outstanding under its bank line of credit and no borrowing availability.
−Removed: The line of credit expires on May 16, 2024.
−Removed: The Company is seeking a short-term extension from the lender to allow for additional time to close the Merger transaction in early June 2024, upon which the lender will be repaid in full.
−Removed: In the absence of an extension, the Company and FireFly are considering options to prevent or resolve the issues arising from a default.
−Removed: The Company's current focus is on closing the Merger.
−Removed: Under the terms of the Merger agreement, we must have Parent Net Cash of no less than zero on the closing date.
−Removed: Parent Net Cash means the amount of cash on hand, including the proceeds from the Tellenger Sale transaction of $1.5 million, less all of our liabilities - other than the operating liabilities associated with Tellenger - on the closing date, including transaction costs and severance obligations.
−Removed: If the Company and Firefly are unable to raise the capital required to consummate the Merger, or FireFly's Nasdaq application is not timely approved, and the Merger transaction does not close, we will likely be delisted from the Nasdaq as a result of not meeting the minimum stockholders’ equity requirement for continued listing.
−Removed: If the Merger fails to close and we are delisted, we will consider all of our options, including, but not limited to, ceasing to be a reporting company (which would reduce our operating expenses significantly), raising capital through private placement (which could be highly dilutive), transferring to the OTC Market, seeking another merger partner (which may be difficult if we are delisted from Nasdaq), or selling our business to satisfy our liabilities and dissolving.
−Removed: In any scenario where we maintain continuing operations, in addition to reducing our expense structure, we would likely need to raise additional capital to meet our liquidity commitments through the end of 2024 and beyond.
−Removed: It is unlikely that our line of credit will continue to be extended in the absence of an imminent merger transaction.
−Removed: WaveDancer, Inc.
−Removed: Form 10-Q March 31, 2024
−Removed: We used cash in continuing operations of $118,671 during the three months ended March 31, 2024 and anticipate that over the twelve months from the date of these financial statements our operating activities may use as much as $1.0 million to $1.5 million.
+Added: During the six months ended June 30, 2024, the Company generated a net loss from continuing operations of $1,056,041.
+Added: As of June 30, 2024, the Company had a net working capital deficit of $746,040, including cash and cash equivalents of $244,137.
+Added: As of June 30, 2024, the Company had $300,000 outstanding under its bank line of credit and no borrowing availability.
+Added: The line of credit expired on July 16, 2024.
+Added: On August 12, 2024, upon the close of the Merger transaction with Firefly, the lender was repaid in full.
+Added: We used cash in continuing operations of $237,858 during the six months ended June 30, 2024 and anticipate that over the twelve months from the date of these financial statements our operating activities may use as much as $1.0 million to $1.5 million.
The Company has no commitments for capital spending nor any plans for material capital expenditures.
+Added: For the remainder of fiscal year 2024 and the first half of 2025, we expect to continue to incur negative cash flows from operations as we continue to make targeted investments in sales and marketing and research and development of our next generation BNA Platform.
+Added: Beyond the next 12 months, our ability to achieve profitability depends on the commercialization of our flagship product, the BNA Platform.
+Added: We expect to incur significant costs for at least two to four years to commercialize and distribute our products, and we expect our expenses to increase in connection with our ongoing activities, particularly as we continue our research and development and expand our production capabilities as needed.
+Added: As a result, we will require significant capital to support our ongoing operations and to drive our business strategy before we can be profitable.
+Added: These factors raise substantial doubt about our ability to continue as a going concern.
+Added: Managements plans are disclosed herein.
+Added: Until we can generate adequate revenues from the sale of our products to cover our operating expenses and capital expenditure requirements, we expect to finance our operations through the sale of equity, debt financing, or other sources.
+Added: There can be no guarantee that debt or equity financings will be available to us on commercially reasonable terms, if at all.
+Added: Additionally, we may be unable to further pursue our business plan and we may be unable to continue operations.
+Added: The report of our independent registered public accounting firm for the year ended December 31, 2023, states that there is substantial doubt about our ability to continue as a going concern.
+Added: The estimates and assumptions underlying our belief in the sufficiency of our capital resources in the short term and our ability to obtain capital resources in the long term may prove to be wrong, and we could exhaust our capital resources sooner than we expect and may not be able to obtain resources on favorable terms, or at all.
+Added: Firefly Neuroscience, Inc.
+Added: (formerly WaveDancer, Inc.)
+Added: Form 10-Q June 30, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.