Item 1. Financial Statements
Item 1. Financial Statements.
FIREFLY NEUROSCIENCE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF June 30, 2025 AND DECEMBER 31, 2024
(IN THOUSANDS, EXCEPT SHARE DATA)
June 30,
December 31,
2025
2024
(Unaudited)
ASSETS
Current assets
Cash
$ 5,918 $ 1,810
Other receivables
197 121
Prepaid expenses
1,283 697
Inventory 133 -
Total current assets
7,531 2,628
Non current assets
Prepaid expenses
1,000 1,657
Equipment, net
135 136
Intangible assets, net
1,097 180
Goodwill 5,175 -
Total non current assets
7,407 1,973
TOTAL ASSETS
$ 14,938 $ 4,601
LIABILITIES
Current liabilities
Trade payables
$ 1,502 $ 1,816
Accrued liabilities
532 1,626
Deferred revenue 283 13
Convertible promissory note, net of unamortized discount - 694
Deemed dividend liability - -
Contingent consideration payable 478 -
Derivative liability - 827
Total current liabilities
2,795 4,976
Non current liabilities
Deferred revenue 43 -
TOTAL LIABILITIES
$ 2,838 $ 4,976
COMMITMENTS AND CONTINGENCIES (Note 12)
SHAREHOLDERS ’ EQUITY (DEFICIT)
Preferred shares, $ 0.0001 par value: 1,000,000 shares authorized; nil issued and outstanding at June 30, 2025 and December 31, 2024
- -
Common shares, $ 0.0001 par value: 100,000,000 shares authorized; 13,298,838 and 8,122,060 issued and outstanding at June 30, 2025 and December 31, 2024, respectively 1 -
Additional paid-in capital
118,356 86,709
Accumulated deficit
( 106,257 ) ( 87,084 )
TOTAL SHAREHOLDERS ’ EQUITY (DEFICIT)
12,100 ( 375 )
TOTAL LIABILITIES AND SHAREHOLDERS ’ EQUITY
$ 14,938 $ 4,601
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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FIREFLY NEUROSCIENCE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
REVENUE
$
299
$
10
$
342
$
22
COST OF GOODS SOLD
25
-
25
-
GROSS MARGIN
274
10
317
22
OPERATING EXPENSES:
Research and development expenses
336
350
648
639
Selling and marketing expenses
199
293
407
542
General and administration expenses
1,373
626
2,961
1,191
TOTAL OPERATING EXPENSES
1,908
1,269
4,016
2,372
OPERATING LOSS
( 1,634
)
( 1,259
)
( 3,699
)
( 2,350
)
OTHER INCOME (EXPENSE)
Interest and bank fees
( 15
)
( 10
)
( 143
)
( 12
)
Interest income
30
-
30
-
Unrealized gain (loss) on foreign exchange
( 7
)
31
( 4
)
3
Change in derivative fair value
-
-
( 9,369
)
-
Loss on settlement
-
-
( 1,353
)
-
Other income (expense), net
( 203
)
( 26
)
( 221
)
( 27
)
TOTAL OTHER INCOME (EXPENSE)
( 195
)
( 5
)
( 11,060
)
( 36
)
LOSS BEFORE INCOME TAX
( 1,829
)
( 1,264
)
( 14,759
)
( 2,386
)
Income tax provision
4
-
4
-
NET LOSS AND COMPREHENSIVE LOSS
$
(1,833
)
$
( 1,264
)
$
( 14,763
)
$
( 2,386
)
Deemed dividend on warrant inducement
-
-
( 4,410
)
-
NET LOSS AND COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
( 1,833
)
( 1,264
)
( 19,173
)
( 2,386
)
BASIC AND DILUTED LOSS PER SHARE
$
( 0.14
)
$
( 0.24
)
$
( 1.69
)
$
( 0.46
)
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED
12,668,550
5,194,666
11,320,232
5,194,666
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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FIREFLY NEUROSCIENCE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS ’ EQUITY (DEFICIT)
JUNE 30, 2025 AND 2024
(IN THOUSANDS, EXCEPT SHARE DATA)
Preferred stock
Common stock
Number of
shares
Number of
shares to be
issued
Amount
Number of
shares
Number of
shares to be
issued
Amount
Additional
paid-in
capital
Accumulated
deficit
Total
Shareholder’s
equity (deficit)
BALANCE AT DECEMBER 31, 2024
-
-
$
-
8,122,060
-
$
-
$
86,709
$
( 87,084
)
$
( 375
)
Private placement, net of issuance costs
-
-
-
547,737
-
-
1,464
-
1,464
Shares issued - warrants exercised
-
-
-
2,186,595
-
1
8,827
-
8,828
Shares issued for conversion of Convertible Promissory Note
-
-
-
800,000
-
-
12,329
-
12,329
Shares issues for consulting services
-
-
-
22,344
-
-
32
-
32
Share-based compensation expense
-
-
-
-
-
-
247
-
247
Deemed dividend on warrant inducement
-
-
-
-
-
-
-
( 4,410
)
( 4,410
)
Net loss
-
-
-
-
-
-
-
(12,930
)
(12,930
)
BALANCE AT MARCH 31, 2025
-
-
$
-
11,678,736
-
$
1
$
109,608
$
( 104,424
)
$
5,185
Private placement, net of issuance costs
-
-
-
340,000
-
-
1,135
-
1,135
Shares issued for debt
-
-
-
37,549
-
-
383
-
383
Shares issued for Evoke acquisition
-
-
-
857,142
-
-
2,743
-
2,743
Share-based compensation expense
-
-
-
45,411
-
-
77
-
77
Deemed dividend on warrant inducement
-
-
-
340,000
-
-
4,410
-
4,410
Net loss
-
-
-
-
-
-
-
(1,833
)
(1,833
)
BALANCE AT JUNE 30, 2025
-
-
$
-
13,298,838
-
$
1
$
118,356
$
( 106,257
)
$
12,100
BALANCE AT DECEMBER 31, 2023
1,676,165
( 1,516,199
)
$
-
3,678,550
1,516,199
$
-
$
76,733
$
( 76,624
)
$
109
Series B Preferred Stock conversion
( 1,516,199
)
1,516,199
-
1,516,199
( 1,516,199
)
-
-
-
-
Series C Preferred Stock Units offering
86,999
-
-
-
-
-
945
-
945
Share-based compensation expense
-
-
-
-
-
-
59
-
59
Net loss
-
-
-
-
-
-
-
(1,122
)
(1,122
)
BALANCE AT MARCH 31, 2024
246,965
-
-
5,194,749
-
-
$
77,737
$
( 77,746
)
$
( 9
)
Series B Preferred Stock conversion
-
-
-
-
-
-
-
-
-
Series C Preferred Stock Units offering
-
-
-
-
-
-
-
-
-
Share-based compensation expense
-
-
-
-
-
-
58
-
58
Net loss
-
-
-
-
-
-
-
( 1,264
)
( 1,264
)
BALANCE AT JUNE 30, 2024
246,965
-
$
-
5,194,749
-
$
-
$
77,795
$
( 79,010
)
$
( 1,215
)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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FIREFLY NEUROSCIENCE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(IN THOUSANDS)
Six Months Ended
June 30,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$
(14,763
)
$
( 2,386
)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization
62
4
Share-based compensation expense
324
117
Accretion expense on convertible promissory note
126
-
Change in derivative fair value
9,369
-
Loss on settlement of convertible promissory note
1,353
-
Loss on shares issued for debt
217
-
Drawdown in shares issued for prepaid services
140
-
Shares issued for consulting services
32
-
Changes in operating assets and liabilities:
Change in receivables
( 31
)
1
Change in prepaid expenses
( 67
)
( 35
)
Change in inventory
( 37
)
-
Change in trade payables
( 475
)
810
Change in accrued liabilities
( 1,184
)
( 929
)
Change in deferred revenue
33
-
Net cash used in operating activities
( 4,901
)
( 2,418
)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of new business, net of cash acquired
( 2,360
)
Purchase of equipment
( 19
)
( 64
)
Product enhancement – intangible asset
-
( 248
)
Net cash used in investing activities
( 2,379
)
( 312
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of shares, net of issuance costs
2,560
945
Proceeds from exercise of warrants
8,828
-
Net cash provided by financing activities
11,388
945
INCREASE (DECREASE) IN CASH
4,108
( 1,785
)
BALANCE OF CASH AT THE BEGINNING OF PERIOD
1,810
2,143
BALANCE OF CASH AT THE END OF PERIOD
$
5,918
$
358
Supplemental cash flow information
Cash paid for interest
-
-
Cash paid for income taxes
-
-
Non-cash investing and financing activities
Shares issued for conversion of the convertible promissory note
12,339
-
Deemed dividend on warrant inducement
4,410
-
Shares issued for debt
426
-
Shares issued for Acquisition of new business
2,743
-
Non-cash acquisition of equipment
-
( 60
)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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FIREFLY NEUROSCIENCE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
NOTE 1: BUSINESS DESCRIPTION
Overview
Firefly Neuroscience, Inc. (formerly WaveDancer, Inc.), a Delaware corporation, and its wholly owned subsidiaries Firefly Neuroscience 2023, Inc., a Delaware corporation (formerly known as Firefly Neuroscience, Inc.), Firefly Neuroscience Ltd., an Israeli corporation (formerly known as Elminda Ltd.), Elminda 2022 Inc., a Delaware corporation (formerly known as Elminda Inc.), Firefly Neurosciences Canada Inc., a Canadian corporation, and Elminda Canada Inc., a Canadian corporation (collectively, the “Company”), are engaged in the development, marketing and distribution of medical devices and technology allowing high resolution visualization and evaluation of the complex neuro-physiological interconnections of the human brain. On April 30, 2025, the Company acquired all outstanding stock of Evoke Neuroscience, Inc. (“Evoke”), a Delaware corporation, a privately held company which provides customers with a package of hardware and software to measure the electrical activity of the brain.
NOTE 2: GOING CONCERN
As of June 30, 2025, the Company had an accumulated deficit of $ 106,257 and negative cash flow from operating activities for the six months ended June 30, 2025, of $ 4,901 . Further, the Company has recurring losses with minimal revenue from operations and expects to continue generating losses and using cash for operations. On April 30, 2025, the Company paid $ 3,000 of cash for the acquisition of Evoke (Note 4 ). The Company’s cash requirements have been met through the sales of common stock and warrant exercises. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.
Management of the Company has a reasonable expectation that the Company can continue raising additional capital to continue in operational existence for the foreseeable future. Ability to raise additional funds will depend on, among other factors, financial, economic and market conditions, many of which are outside of our control and there can be no assurance that the Company will be able to obtain additional funding on satisfactory terms or at all.
NOTE 3: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“U.S. GAAP”).
The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any subsequent period or for the entire period. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s annual audited consolidated financial statements for the year ended December 31, 2024, and the notes thereto included in the Company’s Form 10 -K filed with the SEC on April 3, 2025. Certain information and footnote disclosures normally included in the audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in the accompanying unaudited condensed consolidated financial statements. All amounts are disclosed in thousands, except share and per share amounts. The accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, except as otherwise indicated, necessary for a fair statement of its consolidated financial position, results of operations, and cash flows of the Company for all periods presented.
Principles of consolidation
These unaudited consolidated financial statements include the financial information of the Company and its subsidiaries. The Company consolidates legal entities in which it holds a controlling financial interest. The Company has a two -tier consolidation model: one focused on voting rights (the voting interest model) and the second focused on a qualitative analysis of power over significant activities and exposure to potentially significant losses or benefits (the variable interest model). All entities are first evaluated to determine whether they are variable interest entities (“VIE”). If an entity is determined not to be a VIE, it is assessed on the basis of voting and other decision-making rights under the voting interest model. The accounts of the subsidiaries are prepared for the same reporting period using consistent accounting policies. All intercompany balances and transactions were eliminated on consolidation
Use of estimates in the preparation of consolidated financial statements
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates and assumptions, and such differences could be material to the Company’s financial position and results of operations.
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Significant accounting policies
With the exception of Business Combinations, Goodwill, Intangible Assets, and Inventory as described below, there have been no new or material changes to the significant accounting policies discussed in the Company’s audited consolidated financial statements for the year ended December 31, 2024.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of an acquisition is allocated to the assets acquired and liabilities assumed based on their fair values, as determined by management at the acquisition date. Contingent consideration obligations that are elements of consideration transferred are recognized at the acquisition date as part of the fair value transferred in exchange for the acquired business. Contingent consideration arrangements are remeasure at fair value at each reporting period. Examples of critical estimates in valuing certain of the intangible assets acquired include, but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful life, discount rates and income tax rates. Acquisition-related costs incurred in connection with a business combination are expensed as incurred and are included in general and administrative expenses in the condensed consolidated statements of operations.
Goodwill
Goodwill is the excess of consideration paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities.
Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then the Company may apply a one -step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques and weights the results accordingly. The Company is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. The Company has elected to perform its annual goodwill impairment review on December 31 of each year utilizing a qualitative assessment to determine if it was more likely than not that the fair value of each of its reporting units was less than their respective carrying values.
Intangible assets
Identifiable intangible assets primarily include developed technology, software development costs, trade name and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company will compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model.
Inventory
Inventory, which consists of material, labor, and manufacturing overhead and are valued at the lower of cost or net realizable value. Cost is determined using the first -in, first -out (“FIFO”) method. The Company periodically reviews the realizability of its inventory for potential excess or obsolescence. Determining the net realizable value of inventory requires management’s judgment. Conditions impacting the realizability of the Company’s inventory could cause actual asset write-offs to be materially different than the Company’s current estimates as of June 30, 2025.
Revenue Recognition
Revenue consists of EEG testing, equipment rental, equipment sales, the undertaking of projects and clinical studies, and other related services.
Revenue is recognized in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606” ). The Company performs the following five steps:
(i)
identify the contract(s) with a customer,
(ii)
identify the performance obligations in the contract,
(iii)
determine the transaction price,
(iv)
allocate the transaction price to the performance obligations in the contract, and
(v)
recognize revenue when (or as) the entity satisfies a performance obligation.
The Company applies this five -step model to arrangements that meet the definition of a contract under ASC 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the goods or services promised within each contract, related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied at a point in time.
The Company’s revenues are measured based on the consideration specified in the contract with each customer, net of any sales incentives and taxes collected from customers that are remitted to government authorities. For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. The Company regularly reviews standalone selling prices and updates these estimates, as necessary.
The Company offerings are assessed to determine whether an embedded lease arrangement exists. The Company identifies certain contracts to be within the scope of ASC 842 and ASC 606. For contracts that are in the scope of both ASC 842 and ASC 606, and in which the lease component is an operating lease, the Company applies the practical expedient in ASC 842 to combine the lease component and non-lease components, and to account for the combined components as a single lease component. Accordingly, the Company accounts for the monthly payments as lease revenue.
Deferred revenue
Deferred revenue consists of payments received from customers in advance of satisfying a performance obligation identified in accordance with ASC 606. The change in the deferred revenue balance for the six months ended June 30, 2025 and 2024 was driven by payments from customers in advance of satisfying the performance obligations, offset by revenue recognized as performance obligations were completed.
Impact of recently issued accounting standards
In December 2023, the FASB issued ASU 2023 - 09 “Income Taxes (Topics 740 ): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023 - 09 is effective for the Company's fiscal year 2025. The Company will include such disclosure in its Annual Report on Form 10 -K for the year ended December 31, 2025.
The Company has evaluated issued Accounting Standards Updates that have not yet been adopted and believes the adoption of these standards will not have a material impact on its condensed consolidated financial statements.
NOTE 4: BUSINESS COMBINATION
Evoke Neuroscience, Inc.
On April 30, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Evoke Neuroscience, Inc. (“Evoke”) and stockholders of Evoke (the “Sellers”) to increase Firefly Neuroscience, Inc.'s capacity and expand its customer base. The Sellers sold and the Company purchased all of the issued and outstanding shares of Evoke, for a total purchase price consisting of: (i) $ 3,000 in cash (the “Cash Purchase Price”); (ii) shares of the Company’s common stock having an aggregate value of $ 3,000 priced at $ 3.50 per share (the “Shares”); and (iii) an earn-out payment in the form of additional shares of the Company’s common stock with an aggregate value of $ 500 , contingent upon the achievement of specified revenue targets during a thirty-six ( 36 ) month earn-out period, all as further described in the Securities Purchase Agreement (the “Earn-Out Shares,” and collectively with the Cash Purchase Price and Share Consideration, the “Purchase Price”).
Each Seller agreed not to sell, transfer, or otherwise dispose of any Shares, or engage in any transaction that would transfer the economic benefits of the Shares during the Lock-Up Period (the “Lock-Up Period”) without the prior written consent of the Company. The Lock-Up Period began on the closing date and will end on the earlier of (a) six months after the closing date or (b) the effective date of a registration statement filed by the Company with the SEC covering the resale of the Shares.
In addition, if the estimated working capital is below $ 90 (“Minimum Working Capital Threshold”), the Purchase Price shall be reduced by the shortfall, though no increase would occur if the working capital exceeds the Minimum Working Capital Threshold. Additionally, $ 150 of the Cash Purchase Price were wired directly to Evoke to fund post-closing operational expenses (“Operational Expense Amount”), and the Operational Expense Amount shall be excluded from calculating the Closing Working Capital (as defined in the Securities Purchase Agreement), the Minimum Working Capital Threshold, and the Final Closing Statement. Within 90 days after closing, the Company will provide a final closing statement with the actual figures prepared in good faith.
The transactions contemplated under the Securities Purchase Agreement were closed on May 1, 2025, which were subject to customary closing conditions, including, without limitation, the completion of mutually satisfactory due diligence; compliance with applicable regulatory requirements; the Company entering into a satisfactory consulting agreement with David W. Hagedorn; Evoke having no outstanding debt or liabilities in default; the receipt of any required shareholder approvals; and the delivery of evidence of debt payoff from the Company’s loan holders.
The aggregate purchase price was $ 6,221 , which consisted of: (a) $ 3,000 in cash; (b) 857,142 shares of Company common stock with an acquisition date fair value of $2,743; and (c) a liability associated with the Earn-Out Shares with an acquisition date fair value of $ 478 , subject to the conditions described above.
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The Company engaged a third -party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities assumed for Evoke. The final determination of the fair value of assets and liabilities will be completed within the one -year measurement period as required by ASC 805. The acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date.
The allocation of the purchase price has been prepared on a preliminary basis and changes to the allocation of certain assets and liabilities may occur as additional information becomes available.
The primary areas of the purchase price that are not yet finalized are related to the valuation of, Developed technologies, Trade names, Non-compete agreements, Customer lists, Deferred revenues, and Goodwill.
Purchase Price
Allocation
Purchase Consideration:
Cash
$ 3,000
Common stock
2,743
Earn-Out Shares
478
Total Purchase Consideration
$ 6,221
Less:
Developed technology
$ 700
Trade name
150
Non-compete agreements
110
Working capital
139
Security deposit
3
Deferred revenue, non-current portion
( 56 )
Fair Value of Identified Net Assets
$ 1,046
Goodwill
$ 5,175
In connection with the acquisition of Evoke, the Company acquired intangible assets in the form of developed technology, a trade name and non-compete agreements. The Company used the relief from royalty method when determining the fair value of the acquired trade name and developed technology. The fair value was determined by applying an estimated royalty rate to revenues, measuring the value the Company would pay in royalties to a market participant if it did not own the trade name and developed technology and had to license it from a third party. The trade name was assigned a useful life of 3 years and the internally developed technology was assigned a useful life of 9 years. The Company used the postulated loss of income method when determining the fair value of the non-compete agreements. The non-compete agreements were assigned a contractual useful life of 5 years. Significant assumptions included a discount rate of 15 %, royalty rates of 3.5 % and an assumed income tax rate of 26.5 %.
The fair value of working capital accounts was determined to be their carrying values due to the short-term nature of the assets and liabilities.
The contingent consideration associated with the Earn-Out Shares of $ 478 reflects the estimated fair value, at the acquisition date, of contingent future cash payments of up to $ 500 to the Sellers under an “earn-out” provision of the Securities Purchase Agreement. The Company determined the estimated acquisition date of fair value of the contingent consideration using a Monte Carlo simulation. Significant assumptions included a discount rate of 3.5 % and an assumed income tax rate of 26.5 % as well as projected net sales derived from internal forecasts and a three month revenue volatility rate of 1.6 %.
This contingent consideration liability will be remeasured at fair value each reporting period until the contingency is resolved, with changes in fair value recognized in operating expenses. During the three months ended June 30, 2025, the Company recognized a loss on change in fair value of contingent consideration of $ 3 . Significant assumptions included a discount rate of 3.6 % and an assumed income tax rate of 26.5 % as well as projected net sales derived from internal forecasts and a three -month revenue volatility rate of 2.4 %.
The components of working capital are as follows:
Current assets:
Cash
$ 599
Accounts receivable, net
45
Inventory
104
Total current assets
$ 748
Less current liabilities:
Accounts payable
$ 280
Accrued expenses and other current liabilities
137
Deferred revenue
192
Total current liabilities
$ 609
Net working capital
$ 139
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Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition. Goodwill of $ 5,175 from the acquisition of Evoke is not expected to be deductible for income tax purposes.
The condensed consolidated financial statements of the Company include the results of operations of Evoke from April 30, 2025 to June 30, 2025 and do not include results of operations for periods prior to April 30, 2025. The results of operations of Evoke from April 30, 2025 to June 30, 2025 included revenues of $ 251 and a net loss of $ 12 .
The following table presents the unaudited pro forma condensed consolidated results of operations for the three and six months ended June 30, 2025 and 2024 as if the acquisition of Evoke occurred at the beginning of fiscal year 2024. The pro forma information provided below is compiled from the preacquisition financial information of Evoke and includes pro forma adjustments to give effect to (i) amortization expense associated with the acquired intangible assets. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2024 or (ii) future results of operations.
For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
2025
2024
2025
2024
Revenues
$ 408 $ 2,474 $ 856 $ 4,867
Net loss
$ ( 1,857 ) $ ( 452 ) $ ( 15,019 ) $ ( 1,206 )
As of the date of the acquisition, the Company expected to collect all contractual cash flows related to receivables acquired in the acquisition. Acquisition-related costs of $50 were expensed as incurred and are recorded within general and administrative expenses on the condensed consolidated statements of operations.
NOTE 5: ACCOUNTS RECEIVABLE
Details of accounts receivable balance is as follows:
June 30,
December 31,
2025
2024
Accounts receivable
$
200
$
233
Allowance for expected credit losses
( 3
)
( 112
)
Total
$
197
$
121
NOTE 6: PREPAID EXPENSES
Details of prepaid expenses balance is as follows:
June 30,
December 31,
2025
2024
Shares issued for prepaid services
$
658
$
417
Prepaid expenses
625
280
Total (current)
$
1,283
$
697
Shares issued for prepaid services
$
584
$
974
Prepaid expenses
416
683
Total (non-current)
$
1,000
$
1,657
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NOTE 7: INVENTORY
Details of inventory balance is as follows:
June 30,
December 31,
2025
2024
Raw Materials
$
117
$
-
Work In Process
-
-
Finished Goods
16
-
Total (current)
$
133
$
-
NOTE 8: EQUIPMENT
Equipment balance is as follows:
June 30,
December 31,
2025
2024
Medical equipment, cost
$
139
$
148
Medical equipment subject to operating leases, cost
27
-
Less – accumulated depreciation
( 31
)
( 12
)
Equipment, net
$
135
$
136
Depreciation expense was $ 10 and $ 19 for the three and six months ended June 30, 2025, respectively.
Medical equipment subject to operating leases includes hardware leased to customers as part of the Company's products and services offerings.
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NOTE 9: INTANGIBLE ASSETS, NET AND GOODWILL
The following tables summarize the composition of intangible assets as of June 30, 2025:
June 30, 2025
Gross Carrying Amount
Accumulated Amortization
Accumulated Impairment
Net Carrying
Amount
Weighted Average Life
Unamortized intangible assets
BNA software
$
1,109
$
( 74
)
( 874
)
$
161
4.25
Developed technology
700
( 13
)
-
687
8.83
Trade names
150
( 8
)
-
142
2.83
Non-compete agreements
110
( 3
)
-
107
5.83
Total intangible assets
$
2,069
$
( 98
)
( 874
)
$
1,097
7.09
December 31, 2024
Gross Carrying Amount
Accumulated Amortization
Accumulated Impairment
Net Carrying
Amount
Weighted Average Life
Finite lived intangible assets
BNA software
$
1,109
$
( 55
)
( 874
)
$
180
4.75
Total intangible assets
$
1,109
$
( 55
)
( 874
)
$
180
4.75
Amortization expense was $ 33 and $ 43 for the three and six months ended June 30, 2025, respectively.
The estimated aggregate future amortization expense for intangible assets subject to amortization as of June 30, 2025, is summarized below:
Year ending December 31
Estimated Future Amortization Expense
2025
$
92
2026
184
2027
184
2028
151
2029
125
Thereafter
361
Total
$
1,097
The following table summarizes the changes in the carrying amount of goodwill for the periods presented:
June 30,
December 31,
2025
2024
Balance, beginning of year
$
-
$
-
Acquired in Evoke business combination.
5,175
-
Balance, end of period
$
5,175
$
-
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NOTE 10: CONVERTIBLE PROMISSORY NOTE
On
December 20, 2024, the Company issued a convertible promissory note of
$ 2,400 and warrants to purchase up to
800,000 shares of common stock at an exercise price of
$ 4.00 per share (“Convertible Promissory Note Warrants”). The note included a discount of
$ 360 , and the Company received gross proceeds of
$ 2,040 . The note is convertible at
$ 3.00 per share, subject to adjustments (“Conversion Option”). The principal amount of
$ 2,400 was scheduled to mature and become due and payable on
December 20, 2025. The Company bifurcated the Conversion Option and accounted for it as a derivative liability due to the conversion feature
not being clearly and closely related to the economic characteristics of the host contract. On
February 13, 2025, the convertible promissory note was converted to
800,000 shares of common stock at the conversion price of
$ 3.00 per share. The derivative liability was recorded at its estimated fair value prior to its derecognition upon conversion of the associated convertible promissory notes, resulting in a loss of
$ 9,369 . The derecognition of the Conversion Option and host contract on
February 13, 2025, and the corresponding issuance of
800,000 shares of common stock at a fair value of
$ 12,368 resulted in an additional loss of
$ 1,353 on the consolidated statement of operations for the
six months ended
June 30, 2025. The Company incurred
$ 29 in transaction costs relating to the exercise of the conversion option. The following table summarizes the amortized cost portion of the convertible promissory note:
Balance at December 31, 2023
$
-
Convertible promissory note proceeds, net of transaction costs
1,995
Allocation to warrants, net of transaction costs
( 636
)
Allocation to Conversion Option, at fair value including transaction costs
( 655
)
Interest and accretion
30
Balance at December 31, 2024
$
694
Interest and accretion
126
Settlement via conversion
( 820
)
Balance at June 30, 2025
$
-
The following table summarizes the fair value changes of the Conversion Option:
Balance at December 31, 2023
$
-
Allocation to Conversion Option, at fair value
671
Change in derivative fair value
156
Balance at December 31, 2024
$
827
Change in derivative fair value
9,369
Settlement via conversion
( 10,196
)
Balance at June 30, 2025
$
-
NOTE 11: LIABILITY FOR EMPLOYEE RIGHTS UPON RETIREMENT
Israeli labor law requires payment of severance pay upon dismissal of an employee or upon termination of employment in certain circumstances. Pursuant to Section 14 of the Israeli Severance Pay Law, 1963, all of the Company’s employees are entitled to monthly deposits, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies. Payments made in accordance with Section 14 relieve the Company from any future severance payments with respect to those employees. In accordance with the Israeli Severance Pay Law, 1963, severance payments, which are included in salary and employee benefits, were $ 11 and $ 22 for the three and six months ended June 30, 2025, respectively, and $ 6 and $ 22 for the three and six months ended June 30, 2024, respectively.
NOTE 12: COMMITMENTS AND CONTINGENCIES
a. Royalty Commitment - Israeli Innovation Authority ( “ IIA ” )
The Company is committed to pay royalties to the State of Israel, through the Israel Innovation Authority (“IIA”), on proceeds from sales of products in which the IIA participated by way of grants for research and development. No grants were received in the period beginning January 1, 2024 through June 30, 2025. Under the terms of the prior IIA grant agreements, the principal value of financial assistance received along with annual interest based on London Inter-Bank Offered Rate (“LIBOR”) is repayable in form of royalties at 3.0 % of BNA™ sales. Since the elimination of LIBOR, the Secured Overnight Financing Rate (“SOFR”) subsequently replaced LIBOR as a reference rate of interest for IIA grant agreements. In the case of lack of commercial feasibility of the project that was financed using the grant, the Company is not obligated to pay any royalty. The Company cannot reasonably determine the outcome of the commercialization of the technology and considers the liability to be contingent upon generation of sales, hence no liability has been recognized as of June 30, 2025, and December 31, 2024. The contingent liability amounts to $ 5,782 and $ 5,833 for June 30, 2025, and December 31, 2024 respectively.
Sale of the technology developed utilizing the grants from IIA is restricted and is subject to IIA’s approval.
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b. Equity Line of Credit
On December 20, 2024, the Company entered into an equity line of credit agreement with an investor (the “Purchase Agreement”), allowing the Company to direct the investor purchase up to $ 10,000 in shares of common stock, subject to certain conditions, including filing a registration statement with the U.S. Securities and Exchange Commission (“SEC”). The Company has the right to submit an advance notice for the lower of (i) an amount equal to 40 % of the average of the Daily Value Traded (as defined in the Purchase Agreement) of common stock on the five trading days immediately preceding an advance notice, or (ii) $ 2,000 . The purchase price will be 88 % of the daily VWAP on the trading day commencing on the date of the advance notice. In connection with the Purchase Agreement, the Company has paid a $ 300 commitment fee and recorded within non-current prepaid expenses and deposits. The Company incurred $ 36 of deferred offering costs associated with the Purchase Agreement and recorded within non-current prepaid expenses and deposits. Both the commitment fee and deferred offering costs will be charged against the gross proceeds of future sales of shares of common stock under the Purchase Agreement. The Company may not issue shares to the counterparty if it would result in the counterparty owning more than 9.99 % of the outstanding shares of common stock. As of June 30, 2025, the Company did not issue any shares pursuant to the Purchase Agreement.
c. Legal Proceedings
The Company is subject to various claims, complaints and legal actions in the normal course of business from time to time. After consulting with counsel, the Company is not aware of any currently pending litigation for which it believes the outcome could have a material adverse effect on its operations or financial position.
NOTE 13: EQUITY
a.
Shares
On February 13, 2025, convertible promissory note (Note 10 ) was converted to 800,000 shares of common stock at the conversion price of $ 3.00 per share. Transaction costs incurred of $ 39 relating to the exercise of the conversion option are offset within additional paid-in capital.
On March 28, 2025, the Company entered into a private placement transaction (the “March 2025 Units Offering”), pursuant to which the Company agreed to issue and sell (i) 547,737 shares of common stock and (ii) warrants (the “PIPE 2025 warrants”) to purchase up to 547,737 shares of common stock, at a combined purchase price of $ 3.00 per unit. Each warrant entitles the purchasers to acquire one share of common stock at a price of $ 4.00 per share for a period of three years from the date of issue. The Company issued broker warrants to purchase up to 25,958 shares of common stock to the associated broker in connection with the offering. The aggregate gross proceeds from the March 2025 Units Offering were $ 1,643 . The Company incurred $ 179 of costs associated with the issuance. The PIPE 2025 warrants and related broker warrants are equity classified instruments and are recorded as equity.
On April 28, 2025, the Company issued 340,000 shares of common stock pursuant to the Inducement Agreement (Note 13.b ).
On April 30, 2025, the Company issued 857,142 shares of common stock for the acquisition of Evoke (Note 4 ). The shares were measured at fair value at $ 3.20 per share.
On June 16, 2025, the Company entered into a securities purchase agreement with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell 400,000 units (each, a “Unit” and collectively, the “Units”) at a purchase price of $ 3.00 per Unit, for aggregate gross proceeds of $ 1,200 . Each Unit consists of (i) either (A) one share of common stock or (B) a prefunded warrant to purchase one share of common stock (the “Pre-Funded Warrant”) at a nominal exercise price of $ 0.0001 per share, (ii) one common stock purchase warrant (the “$3.50 Warrant”) to purchase one share of common stock at an exercise price of $ 3.50 per share, exercisable for five years, and (iii) one common stock purchase warrant (the “$4.00 Warrant,” and together with the Pre-Funded Warrants and $3.50 Warrants, the “Warrants”) to purchase one share of common stock at an exercise price of $ 4.00 per share, also exercisable for five years. The Company issued 400,000 Units to the Investors, consisting of 340,000 shares of common stock, 60,000 Pre-Funded Warrants, 400,000 $3.50 Warrants, and 400,000 $4.00 Warrants.
b.
Warrants
The following table summarizes the Company’s warrant activity for the six months ended June 30, 2025:
Number of Warrants
Weighted Average Exercise Price
Weighted Average Remaining Life (Years)
Outstanding warrants, January 1, 2025
1,971,216 $ 11.54 4.30
PIPE 2025 warrants
547,737 4.00
PIPE 2025 broker warrants
25,958 3.80
$3.50 Warrants 400,000 3.50
$4.00 Warrants
400,000 4.00
Exercised ( 1,623,530 ) 5.43
Outstanding warrants, June 30, 2025
1,721,381 $ 11.16 3.48
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During the six months ended June 30, 2025, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with holders (“PIPE 2024 warrant holders”) of the Company's existing warrants (“PIPE 2024 warrants”). Pursuant to the Inducement Agreement, PIPE 2024 warrant holders agreed to exercise for cash PIPE 2024 warrants to purchase up to 823,529 shares of common stock at an exercise price of $ 6.83 . On February 12, 2025, PIPE 2024 warrants were exercised in full for cash proceeds of $ 5,625 . The Company recorded a deemed dividend of $ 4,410 in relation to the Inducement Agreement as it is considered an inducement offer to exercise the PIPE 2024 warrants. The fair value of a deemed dividend is estimated based on the fair value of the underlying share of common stock on the warrant exercise date. On April 28, 2025, the Company issued 340,000 shares of its common stock pursuant to the Inducement Agreement.
Further, the Company received proceeds of $ 3,200 from the exercise of Convertible Promissory Note Warrants (Note 10 ).
c.
Warrants exercisable for little or no consideration
Warrants exercisable for little or no consideration are fully vested warrants that allows the holders to acquire a specified number of the issuer’s shares at a nominal exercise price. The following table summarizes the Company’s penny warrant activity for the six months ended June 30, 2025:
Number of Warrants
Weighted Average Remaining Life (Years)
Outstanding warrants, January 1, 2025
699,546 3.22
Pre-Funded Warrants (Note 13.a)
60,000
Exercised
( 563,065 )
Outstanding warrants, June 30, 2025
196,481 2.93
d.
Employees stock option plan
A summary of option activity under the Company's equity incentive plan as of June 30, 2025, and changes during the period then ended is presented below.
Number of Stock Options
Weighted Average Exercise Price
Weighted Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value
Outstanding Options, December 31, 2024
470,061 $ 9.64 3.97 $ -
Options granted
15,000 3.12 - -
Options forfeited
( 108,792 ) 15.58 - -
Outstanding Options, June 30, 2025
376,269 $ 7.66 3.39 $ -
The share-based compensation expense related to options for the three and six months ended June 30, 2025 was $( 43 ) and $ 43 , respectively, and $ 58 and $ 148 for the three and six months ended June 30, 2024, respectively. The fair value of options granted for the six months ended June 30, 2025 and 2024, was $ 34 and $nil, respectively. The intrinsic value of the options outstanding as of June 30, 2025, is $nil ( December 31, 2024: $nil ).
The fair value of each option award is estimated on the date of grant using a Black Scholes pricing option valuation model that uses the assumptions noted in the following table.
2025
Risk free rate
3.98%
Dividend yield
0%
Expected volatility
93.18%
Expected term (in years)
3.12
A summary of the Company’s nonvested options as of June 30, 2025, and changes during the six months period ended, is presented below.
Number of Stock Options
Weighted Average Grant-Date Fair Value
Non-Vested Options, December 31, 2024
206,427 $ 4.56
Options granted
15,000 2.28
Options vested
( 57,644 ) 4.59
Options forfeited ( 40,766 ) 5.88
Non-Vested Options, June 30, 2025
123,017 $ 3.81
As of June 30, 2025, there was $ 119 of total unrecognized compensation cost related to nonvested options granted to be recognized over the next 1.75 years.
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e.
Restricted share units (“RSUs”)
A summary of RSU activity under the Company's equity incentive plan as of June 30, 2025, and changes during the period then ended is presented below.
Number of Stock RSUs
Aggregate Intrinsic Value
Outstanding, December 31, 2024
- $ -
RSUs granted
339,939 -
RSUs exercised ( 28,745 ) -
Outstanding, June 30, 2025
311,194 $ 881
The share-based compensation expense related to RSUs for the three and six months ended June 30, 2025 was $ 70 and $ 71 , respectively, and $ni l for the three and six months ended June 30, 2024, respectively. The fair value of RSUs granted for the six months ended June 30, 2025, and 2024, was $ 1,051 and $nil, respectively.
The fair value of each RSU is estimated based on grant-date fair value of the underlying share of common stock.
A summary of the Company’s nonvested RSUs as of June 30, 2025, and changes during the six months period ended, is presented below.
Number of Stock RSUs
Weighted Average Grant-Date Fair Value
Non-vested RSUs, December 31, 2024
- $ -
RSUs granted
339,939 3.09
RSUs vested
( 28,745 ) 3.09
Non-vested RSUs, June 30, 2025
311,194 $ 3.09
As of June 30, 2025, there was $ 980 of total unrecognized compensation cost related to nonvested RSUs granted. That cost is expected to be recognized over a weighted-average period of 2.87 years.
f.
Deferred stock units (“DSUs”)
A summary of DSU activity under the Company's equity incentive plan as of June 30, 2025, and changes during the period then ended is presented below.
Number of Deferred Stock Units
Aggregate Intrinsic Value
Outstanding DSUs, December 31, 2024
- $ -
DSUs granted
66,668 -
Outstanding DSUs, June 30, 2025
66,668 $ 189
The share-based compensation expense related to DSUs for the three and six months ended June 30, 2025 was $ 50 and $ 167 , respectively, and $nil for the three and six months ended June 30, 2024, respectively. The fair value of DSUs granted for the six months ended June 30, 2025, and 2024, was $ 209 and $nil, respectively.
The fair value of each DSU is estimated based on grant-date fair value of the underlying share of common stock.
A summary of the Company’s nonvested DSUs as of June 30, 2025, and changes during the six months period ended, is presented below.
Number of Stock RSUs
Weighted Average Grant-Date Fair Value
Non-vested DSUs, December 31, 2024
- $ -
DSUs granted
66,668 3.12
DSUs vested
( 50,000 ) 3.12
Non-vested DSUs, June 30, 2025
16,668 $ 3.12
As of June 30, 2025, there was $ 41 of total unrecognized compensation cost related to nonvested DSUs granted. That cost is expected to be recognized over a weighted-average period of 0.25 years.
NOTE 14: BASIC AND DILUTED NET LOSS PER SHARE
Basic net loss per common share is computed by dividing net loss attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the period. Weighted average number of shares of common stock outstanding during the period computation includes shares of common stock to be contractually issued as of the period end date and warrants exercisable for little or no consideration in relation to the share price. Shares of common stock that were issued and are subject to vesting conditions are not considered outstanding during the requisite service period.
Diluted net loss per common share is computed by giving effect to all potential dilutive shares of common stock that were outstanding during the period when the effect is dilutive. As of June 30, 2025, potential dilutive shares of common stock consist of shares issuable upon exercise of stock options, warrants, RSUs and DSUs. No adjustments have been made to the weighted average outstanding shares of common stock figures for the three and six months ended June 30, 2025, or 2024, as the assumed conversion would be anti-dilutive.
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The following table summarizes the potential shares of common stock that were excluded from the computation of diluted net loss per share, as such shares would have had an anti-dilutive effect:
2025
2024
Warrants (Note 13.b)
1,721,381
335,214
Stock options (Note 13.d)
376,269
134,333
Unvested RSUs (Note 13.e)
311,194
-
Unvested DSUs (Note 13.f)
16,668
-
Shares issuable pursuant to Series C Preferred Stock
-
246,965
Total
2,425,512
716,512
For the purposes of the computation of basic and diluted net loss per share, an amount recognized as a deemed dividend reduced net loss available to common stockholders in a manner similar to the application of the two -class method. The net loss available to common stockholders was adjusted by the deemed dividend associated with the Inducement Agreement (Note 13.b ).
NOTE 15: REVENUE, NET
Three months ended
June 30,
Six months ended
June 30,
2025
2024
2025
2024
Type of goods and services
Service
$
223
$
10
$
232
$
22
Rentals
32
-
66
-
Product sales
44
-
44
-
Other miscellaneous products
-
-
-
-
Total
$
299
$
10
$
342
$
22
Timing of recognition of revenue
Point in time
267
3
276
7
Over time
32
7
66
15
Total
$
299
$
10
$
342
$
22
Six months ended
June 30,
2025
2024
Deferred revenue - beginning of period
$
13
$
-
Acquired in Evoke business combination
252
-
Increases due to consideration received from customers
283
-
Revenue recognized
( 222
)
-
Deferred revenue - end of period
$
326
$
-
NOTE 16: SEGMENT REPORTING
The Company has one reportable segment managed on a consolidated basis: Firefly products. The Company derives revenue primarily in North America and manages the business activities on a consolidated basis. The technology used in the customer arrangements is based on a single software platform that is deployed to and implemented by customers in a similar manner. The service term for the software arrangements is variable. The Company does not have intra-entity sales or transfers.
The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer, who reviews financial information presented on a consolidated basis to allocate resources, evaluate financial performance and make overall operating decisions. The measure of segment profit or loss that is most consistent with the consolidated financial statements is consolidated net loss. The accounting policies of our single reportable segment are the same as those for the consolidated financial statements. The level of disaggregation and amounts of significant segment expenses that are regularly provided to the CODM are the same as those presented in the consolidated statements of operations. Likewise, the measure of segment assets is reported on the consolidated balance sheets as total assets.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.