What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-31 compared with 2025-04-03 · 274 added, 165 removed, 697 unchanged (39% of the section changed)

7 unchanged sentences

We have incurred recurring losses and experienced negative cash flows from operations since our inception, and we may continue to incur operating losses.

For the fiscal year ended December 31, 2024, we had an accumulated deficit of $87.1 million and negative cash flows from operating activities of approximately $6.2 million.

We have generated minimal revenue to date, and our ability to generate recurring revenue depends on the successful commercialization of our BNA Platform, which remains in the early stages of market adoption.

For the fiscal year ended December 31, 2025, we had an accumulated deficit of $111,615 and negative cash flows from operating activities of approximately $8,194.

We have generated minimal revenue to date, and our ability to generate recurring revenue depends on the successful commercialization of our products, which remains in the early stages of market adoption.

Our financial position raises significant liquidity concerns.

7 unchanged sentences

The report of our independent registered public accounting firm for the fiscal year ended December 31, 2025 includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern, which may further impair our ability to raise capital and negatively impact investor confidence.

We have engaged, and may continue to engage, in strategic acquisitions or transactions, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Acquisitions involve a number of risks, including diversion of management’s attention, ability to finance the acquisition on attractive terms, failure to retain key personnel or valuable customers, legal liabilities, the need to amortize acquired intangible assets, and intellectual property ownership and infringement risks, any of which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Any additional future acquisitions may also result in the incurrence of indebtedness or the issuance of additional equity securities.

We could also experience financial or other setbacks if transactions encounter unanticipated problems, including problems related to governmental approval, execution, integration or underperformance relative to prior expectations.

Acquisitions may not result in long-term benefits to us or we may not be able to further develop the acquired business in the manner we anticipated.

Following the completion of acquisitions, we may have to rely on the seller to provide administrative and other support, including financial reporting and internal controls, and other transition services to the acquired business for a period of time.

There can be no assurance that the seller will do so in a manner that is acceptable to us.

We may not realize the anticipated benefits of past or future acquisitions and integration of these acquisitions may disrupt our business.

On April 30, 2025, we completed the acquisition of Evoke Neuroscience Inc., which resulted in our acquisition of the Evoke business and a significant expansion of our business operations and headcount.

In the future, we may acquire additional companies, project pipelines, products, or technologies, or enter into joint ventures or other strategic initiatives.

Our ability as an organization to integrate acquisitions is unproven.

We may not realize the anticipated benefits of our acquisitions or any other future acquisition or the acquisition may be viewed negatively by customers, financial markets or investors.

Any acquisition has numerous risks, including, but not limited to, the following:

difficulty in assimilating the operations and personnel of the acquired company;

difficulty in effectively integrating the acquired technologies or products with current products and technologies;

difficulty in maintaining controls, procedures and policies during the transition and integration;

disruption of ongoing business and distraction of management and employees from other opportunities and challenges due to integration issues;

difficulty integrating the acquired company’s accounting, management information and other administrative systems;

inability to retain key technical and managerial personnel of the acquired business;

inability to retain key customers, vendors, and other business partners of the acquired business;

inability to achieve the financial and strategic goals for the acquired and combined businesses;

incurring acquisition -related costs or amortization costs for acquired intangible assets that could impact operating results;

failure of due diligence processes to identify significant issues with product quality, legal and financial liabilities, among other things;

inability to assert that internal controls over financial reporting are effective;

inability to obtain, or obtain in a timely manner, approvals from governmental authorities, which could delay or prevent such acquisitions.

We are subject to operating risks, including excess or constrained capacity and operational inefficiencies, which could adversely affect our results of operations.

11 unchanged sentences

Software applications and products containing software frequently contain errors or defects, especially when first introduced or when new versions are released.

Additionally, the third-party software integrated into or interoperable with our products and services will routinely reach end of life, and as a consequence, may be exposed to additional vulnerabilities, including increased security risks, errors and malfunctions that may be irreparable or difficult to repair.

Additionally, any third-party software integrated into or interoperable with our products and services will routinely reach end of life, and as a consequence, may be exposed to additional vulnerabilities, including increased security risks, errors and malfunctions that may be irreparable or difficult to repair.

The discovery of a defect, error or security vulnerability in our products, software applications or IT systems, incompatibility with future customers’ computer operating systems and hardware configurations with a new release or upgraded version or the failure of our products or primary IT systems may cause adverse consequences, including:

1 unchanged sentence

Our operations and financial performance depend on global and regional economic conditions.

Inflation, fluctuations in currency exchange rates, changes in consumer confidence and demand, and weakness in general economic conditions and threats, or actual recessions, could materially affect our business, results of operations, and financial condition.

Inflation, fluctuations in currency exchange rates, changes in consumer confidence and demand, tariffs and trade policy changes, and weakness in general economic conditions and threats, or actual recessions, could materially affect our business, results of operations, and financial condition.

Macroeconomic conditions impact consumer confidence and discretionary spending, which could adversely affect demand for any products we bring to market.

4 unchanged sentences

Decreases in disposable income and discretionary spending or change in consumer confidence and spending habits may adversely affect our revenues and operating results.

In addition, tariffs and changes in trade policy — including new or increased tariffs imposed by the U.S.

or other governments on imported goods, components, or materials — could increase our costs of goods or disrupt our supply chain, and may trigger retaliatory measures by foreign governments that adversely affect our ability to sell products in international markets.

Tariff-related cost increases may be difficult to pass on to customers or healthcare providers, which could compress our margins.

The current uncertainty surrounding trade policy, including the scope, duration, and potential escalation of existing and proposed tariffs, makes it difficult to predict their ultimate impact on our business.

Depending on the markets in which we operate and the countries from which we or our suppliers source materials or components, tariff-driven cost increases could be material.

Inflation continues to adversely impact spending and trade activities and we are unable to predict the impacts of higher inflation on global and regional economies.

Higher inflation has also increased domestic and international shipping costs, raw material prices, and labor rates, which could adversely impact the costs of producing, procuring and shipping any products we bring to market.

If similar trends continue once we begin marketing our BNA Platform, our ability to recover these cost increases through price increases may have limited effectiveness, resulting in downward pressure on our operating results.

Higher inflation has also increased domestic and international shipping costs, tariffs, raw material prices, and labor rates, which could adversely impact the costs of producing, procuring and shipping any products we bring to market.

If similar trends continue, our ability to recover these cost increases through price increases may have limited effectiveness, resulting in downward pressure on our operating results.

Attempts to offset cost increases with price increases could reduce sales, increase customer dissatisfaction or otherwise harm our reputation.

22 unchanged sentences

We conduct certain of our operations in Israel.

Conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel ’ s war against them, may affect our operations.

We currently have seven full-time employees, who are located in and/or reside in Israel.

Conditions in Israel, including the attack by Hamas and other terrorist organizations from the Gaza Strip and Israel ’ s war against them, may affect our operations.

We currently have five full-time employees, who are located in and/or reside in Israel.

As a result, our business and operations are directly affected by economic, political, geopolitical and military conditions in Israel.

5 unchanged sentences

Moreover, the clash between Israel and Hezbollah in Lebanon, may escalate in the future into a greater regional conflict.

The active military conflict involving Iran, Israel and the United States poses immediate and material risks to our operations, employees, financial condition and business.

The conflict between Iran, Israel and the United States has escalated into an active military war with significant regional and global consequences.

On February 28, 2026, the United States and Israel launched coordinated strikes against Iran targeting its nuclear infrastructure, military assets and government leadership.

Iran has retaliated with missile and drone attacks against targets in Israel, U.S.

military bases across the region, and civilian and commercial infrastructure across multiple Gulf states.

The conflict has spread across at least a dozen countries, resulting in the closure of the Strait of Hormuz — the world's major oil artery — and has caused significant casualties throughout the region.

We conduct certain of our operations in Israel and have full-time employees who are located in and/or reside in Israel.

The active and expanding nature of this conflict directly heightens the risk to our personnel and operations.

Israeli cities, including Tel Aviv, have been targeted by Iranian missile and drone barrages, and the conflict has simultaneously expanded into Lebanon, with Hezbollah launching attacks and Israel conducting military operations there as well.

Armed conflicts or heightened security conditions may result in employee absences, evacuation or relocation of personnel, interruptions to communications or transportation infrastructure, or other operational disruptions that could materially affect our ability to conduct business activities in Israel.

The conflict has materially disrupted the global economy and financial markets.

The war has pushed oil prices sharply higher, disrupted shipping through the Strait of Hormuz and displaced millions of civilians across the region.

Broader economic forecasts warn of inflationary pressures and slowed global growth, and a near-total halt of tanker traffic in the Strait of Hormuz has disrupted the supply of fuel and essential commodities, threatening global food security.

These developments could lead to sustained volatility in financial markets, increased costs of capital, supply chain disruptions, and reduced investor confidence, each of which could adversely affect our financial condition and access to capital markets.

Iran has declared U.S.

financial institutions and other technology and multinational companies operating in the Middle East as justified targets.

This declaration meaningfully increases our exposure to cybersecurity threats and potential disruptions to our technology infrastructure and operations.

We may face increased costs associated with protecting our systems, personnel and data, and we cannot guarantee that our defensive measures will be sufficient to prevent a material cybersecurity incident.

The conflict also carries significant sanctions, export control and regulatory risk.

Expanded U.S.

or allied sanctions regimes targeting Iran and its proxies, changes in government policy, and evolving export control restrictions on technology companies could alter the regulatory environment in which we operate, including with respect to our activities involving our Israeli operations and any technology developed or deployed in the region.

There is no certainty as to the duration, geographic scope, or ultimate resolution of the conflict.

The failure of diplomatic negotiations and the current military trajectory suggest a prolonged conflict is possible, with an uncertain post-conflict political and economic framework.

Any continuation or further escalation of hostilities — including the potential involvement of additional state or non-state actors — could materially and adversely affect our operations, personnel safety, financial condition and results of operations in ways that are difficult to predict or quantify at this time.

Any hostilities involving Israel could adversely affect our operations and results of operations.

2 unchanged sentences

Several of our employees are subject to military service in the IDF and have been and may be called to serve.

Currently, all male adult citizens and permanent residents of Israel under the age of 40 (or older, depending on their position with the Israeli Defense Forces reserves), unless exempt, are obligated to perform military reserve duty annually and are subject to being called to active duty at any time under emergency circumstances.

It is possible that there will be further or longer military reserve duty call-ups in the future, which may affect our business due to a shortage of skilled labor and loss of institutional knowledge, and necessary mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, for example, which may have unintended negative effects and adversely impact our results of operations, liquidity or cash flows.

It is currently not possible to predict the duration or severity of the ongoing conflict or its effects on our business, operations and financial conditions.

The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations.

Also, in the event of sustained military conflict, civil unrest, or other disruptive events in Israel, we could face challenges in maintaining normal business operations or communicating with employees in the region.

Our ability to recruit and retain talent locally could also be affected.

Moreover, government-imposed restrictions, transportation shutdowns, or damage to infrastructure may inhibit our ability to conduct business activities.

While our facilities have not been damaged during the current war, the hostilities with Hamas, Hezbollah, Iran and its proxies and others have caused and may continue to cause damage to private and public facilities, infrastructure, utilities, and telecommunication networks, and potentially disrupting our operations and supply chains.

In addition, Israeli organizations, government agencies and companies have been subject to extensive cyber attacks.

This could lead to increased costs, risks to employee safety, and challenges to business continuity, with potential financial losses.

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism.

Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages.

Any losses or damages incurred by us could have a material adverse effect on our business.

Our operations may be impacted by natural disaster and may adversely impact our business and operating results as well as those of our potential customers and suppliers.

6 unchanged sentences

Any of these factors could have a material adverse effect on our business, financial condition, or results of operations.

Risks Related to the BNA Platform

If we are not successful in enhancing awareness of our BNA Platform, driving adoption across our current target population and expanding the population of eligible patients, our sales, business, financial condition and results of operations will be negatively affected.

Our business currently depends primarily on our ability to successfully market our BNA Platform, which involves successfully launching our commercialization program, increasing adoption of and driving utilization our BNA Platform by target clinicians, namely neurologists in the United States.

We are aiming to increase awareness about our BNA Platform, as well as grow the number of clinicians that utilize our BNA Platform after the launch of our commercialization program, but there can be no assurance that we will succeed.

The commercial success of our BNA Platform will continue to depend on a number of factors, including the following:

the actual and perceived effectiveness and clinical benefit, of our BNA Platform;

the prevalence and severity of any adverse patient events involving our BNA Platform;

our ability to provide earlier awareness of and education about our BNA Platform to patients and clinicians;

the degree to which clinicians and patients adopt our BNA Platform;

Risks Related to our Software Platform

Our operations depend in part on third-party software platforms and artificial intelligence services, and disruptions to those services, including interruptions resulting from government actions or policy decisions, could adversely affect our business.

We rely on various third-party software tools, cloud infrastructure providers and artificial intelligence platforms to support our research, development, and operational activities.

These services may be provided by large technology companies or emerging AI providers.

Our ability to access and use such services may be affected by technical outages, service interruptions, contractual disputes, regulatory actions, or government policy decisions affecting technology providers.

For example, government actions or policy decisions affecting AI providers or technology supply chains may result in service interruptions, restricted access, or changes to the availability of certain platforms.

Recent developments have demonstrated that government determinations regarding technology supply chain risks can lead to restrictions on the use of certain AI providers in government or commercial environments.

If any of the third-party services on which we rely were to become unavailable, experience prolonged outages, impose usage restrictions, significantly increase pricing, or otherwise change their service terms, we may experience operational disruptions, delays in product development, increased costs, or reduced efficiency.

Although we may seek alternative providers where possible, transitioning to substitute platforms could require significant time, cost and technical effort.

Any interruption or limitation in our access to critical software or AI services could adversely affect our operations, research and development activities, and overall business.

If we are not successful in enhancing awareness of our products, driving adoption across our current target markets and expanding the population of eligible patients, our sales, business, financial condition and results of operations will be negatively affected.

Our business currently depends primarily on our ability to successfully market our products, which involves successfully executing our commercialization program, increasing adoption of and driving utilization our products by clinicians, in the United States.

We continue to increase awareness of our products, as well as grow the number of clinicians that utilize our products, but there can be no assurance that we will succeed.

Our commercial success will continue to depend on a number of factors, including the following:

the actual and perceived effectiveness and clinical benefit, of our products;

the prevalence and severity of any adverse patient events involving our products;

our ability to provide earlier awareness of and education about our products to patients and clinicians;

the degree to which clinicians and patients adopt our products;

the availability, relative cost and perceived advantages and disadvantages of alternative technologies or treatment methods for cognitive disorders;

the results of future clinical and other studies relating to the health, economic or other benefits of our BNA Platform;

whether key thought leaders in the medical community accept that our future clinical utility is sufficiently meaningful to influence their decision to adopt our BNA Platform;

the extent to which we are successful in educating clinicians and patients about the benefits of our BNA Platform;

the results of future clinical and other studies relating to the health, economic or other benefits of our products;

whether key thought leaders in the medical community accept that our future clinical utility is sufficiently meaningful to influence their decision to adopt our products;

the extent to which we are successful in educating clinicians and patients about the benefits of our products;

our reputation among clinicians and patients;

our ability to predict product performance;

the strength of our marketing and distribution infrastructure, including our ability to drive adoption and utilization of our BNA Platform;

our ability to obtain, maintain, protect, enforce and defend our intellectual property rights, including those covering our BNA Platform;

our ability to maintain compliance with all legal and regulatory requirements, including those applicable to our BNA Platform;

the strength of our marketing and distribution infrastructure, including our ability to drive adoption and utilization of our products;

our ability to obtain, maintain, protect, enforce and defend our intellectual property rights, including those covering our products;

our ability to maintain compliance with all legal and regulatory requirements, including those applicable to our products;

our ability to continue to attract and retain key talent.

If we fail to successfully initiate our broad commercialization program, market and sell our BNA Platform cost-effectively, our sales, business, financial condition and results of operations will be negatively affected.

Our commercial success will depend on the future adoption of the BNA Platform into patient work streams in clinics.

If we are unable to successfully drive interest in our BNA Platform, our business, financial condition and results of operations would be harmed.

Our commercial success will depend in large part on the future adoption of the BNA Platform into patient work streams in clinics.

We cannot predict how quickly, if at all, clinicians and patients will adopt our BNA Platform.

If we fail to successfully initiate our broad commercialization program, market and sell our products cost-effectively, our sales, business, financial condition and results of operations will be negatively affected.

Our commercial success will depend in large part on the future adoption of our products into patient work streams in clinics.

We cannot predict how quickly, if at all, clinicians and patients will adopt our product.

Moreover, we cannot predict how quickly, if at all, those currently living with mental illness or cognitive disorders but who are not being treated will seek treatment.

Our ability to grow sales of our BNA Platform and drive market acceptance will depend on successfully educating clinicians and patients of the relative benefits of our BNA Platform.

If we are unable to successfully drive interest in our BNA Platform, our business, financial condition and results of operations would be harmed.

Our ability to grow sales of our products and drive market acceptance will depend on successfully educating clinicians and patients of the relative benefits of our products.

If we are unable to successfully drive interest in our products, our business, financial condition and results of operations would be harmed.

We may be unable to compete successfully with competitive technologies, which could harm our sales, business, financial condition and results of operations.

Our industry is competitive and has been evolving rapidly.

Our BNA Platform is indicated for use in in individuals 12 to 85 years of age for the post-hoc statistical analysis of the human electroencephalogram, including event-related potentials.

Our initial market entry strategy is focused on neurologists in the United States.

Once we commence a broad commercialization program of our BNA Platform, we will face competition in the market for our BNA Platform from competing technologies, and we expect competition from new companies that may enter the market or introduce new technologies in the future.

Our current customer base includes neurology and psychiatric clinics in the United States.

We will face competition in the market for our products from competing technologies, and we expect competition from new companies that may enter the market or introduce new technologies in the future.

Third-party payors may encourage the use of competitors’ products due to lower costs of competing products or alternatives.

3 unchanged sentences

In addition to competing for market share, competitors may develop or acquire patents or other rights that may limit our ability to compete.

Our current and future competitors may include large, well-capitalized companies with significant market share and resources.

They may have more established sales and marketing programs than we do and have greater name recognition.

In addition to competing for market share, competitors may develop or acquire patents or other rights that may limit our ability to compete.

We believe that the competitive advantages of our BNA Platform will be important factors in our future success.

We believe that the competitive advantages of our products will be important factors in our future success.

Our continued success depends on, among other things, our ability to:

successfully launch our commercialization program to target clinicians (i.e.

successfully scale our commercialization program to target clinicians (i.e.

neurologists in the United States);

1 unchanged sentence

attract and retain skilled research, development, sales, marketing and clinical personnel;

continue to innovate in order to improve our BNA Platform and enhance the patient and provider experience;

continue to innovate in order to improve our software platform and enhance the patient and provider experience;

adequately predict product performance;

obtain and maintain regulatory clearances and approvals, including for expanded indications;

cost-effectively market and sell our BNA Platform;

cost-effectively market and sell our products;

obtain, maintain, protect, enforce and defend our intellectual property rights and operate our business without infringing, misappropriating or otherwise violating the intellectual property rights of others;

1 unchanged sentence

The medical device industry is intensely competitive, subject to rapid change and significantly affected by new product introductions and other market activities of industry participants.

There can be no assurance that other companies or institutions will not succeed in developing or marketing devices and products that are more effective than our BNA Platform or that would render our BNA Platform obsolete or noncompetitive.

Patient and product variability may produce misleading BNA results

There can be no assurance that other companies or institutions will not succeed in developing or marketing devices and products that are more effective than ours or that would render our products obsolete or noncompetitive.

Patient and product variability may produce misleading report results

Misled clinical decision due to incorrect score results is a known risk and is continually mitigated.

3 unchanged sentences

This variability may lead to customer dissatisfaction which could harm our sales, business, financial condition, and results of operations.

Use of our BNA Platform requires appropriate training and inadequate training may lead to negative clinician experiences, which could harm our business, financial condition, and results of operations.

The successful use of our BNA Platform depends in part on the training and skill of the clinician performing EEG recording and reading BNA reports.

Clinicians could experience difficulty interpreting the results of BNA reports.

Moreover, clinicians rely on their previous medical training and experience when recommending or utilizing our BNA Platform, and we cannot guarantee that all clinicians will have the necessary skills to properly utilize the BNA Platform.

We cannot be certain that clinicians that will use our BNA Platform will have received sufficient training, and clinicians who have not received adequate training may nonetheless attempt to use our BNA Platform with their patients.

If clinicians utilize our BNA Platform incorrectly, or without adhering to or completing all relevant training, their patient outcomes may not be consistent with the outcomes achieved in our research studies and any future clinical studies.

Adverse safety outcomes that arise from improper or incorrect use of our BNA Platform may negatively impact the perception of patient benefit and the safety of our BNA Platform, notwithstanding results from our research studies and any future clinical studies.

These results could limit adoption of our BNA Platform, which would harm our sales, business, financial condition, and results of operations.

Use of our platform requires appropriate training and inadequate training may lead to negative clinician experiences, which could harm our business, financial condition, and results of operations.

The successful use of our products depends in part on the training and skill of the clinician performing EEG recording and reading our reports.

Clinicians could experience difficulty interpreting the results of our reports.

Moreover, clinicians rely on their previous medical training and experience when recommending or utilizing our software platform, and we cannot guarantee that all clinicians will have the necessary skills to properly utilize the platform.

We cannot be certain that clinicians that will use our platform will have received sufficient training, and clinicians who have not received adequate training may nonetheless attempt to use our platform with their patients.

If clinicians utilize our platform incorrectly, or without adhering to or completing all relevant training, their patient outcomes may not be consistent with the outcomes achieved in our research studies and any future clinical studies.

Adverse safety outcomes that arise from improper or incorrect use of our software platform may negatively impact the perception of patient benefit and the safety of our software platform, notwithstanding results from our research studies and any future clinical studies.

These results could limit adoption of our platform, which would harm our sales, business, financial condition, and results of operations.

We are highly dependent on our senior management team and key personnel, and our business could be harmed if we are unable to attract and retain personnel necessary for our success.

7 unchanged sentences

We also do not maintain “key man” insurance policies on the lives of these individuals or the lives of any of our other employees.

As we launch the commercialization program for our BNA Platforms, expand our product offerings in the future and increase our future marketing efforts, we will need to build and expand the reach of our marketing and sales networks.

As we scale, the commercialization program for our platform, expand our product offerings in the future and increase our future marketing efforts, we will need to build and expand the reach of our marketing and sales networks.

Our future success will depend largely on our ability to continue to hire, train, retain and motivate skilled employees with significant technical knowledge in various areas.

2 unchanged sentences

If we are unable to manage or appropriately time the anticipated growth of our business, our future revenue and operating results may be harmed.

As of the date of this report, we have thirteen full time employees and one contractor.

As our sales and marketing strategies evolve and as we launch commercialization of our BNA Platform, we may need additional managerial, operational, sales, marketing, financial and other personnel.

As of the date of this report, we have 17 full time employees.

As our sales and marketing strategies evolve and as we launch commercialization of our software platform, we may need additional managerial, operational, sales, marketing, financial and other personnel.

Future growth would impose significant added responsibilities on members of management, including:

2 unchanged sentences

improving our operational, financial and management controls, reporting systems and procedures.

Our future financial performance and our ability to successfully market and sell our BNA Platform will depend, in part, on our ability to effectively manage or time any future growth, and our management may also have to divert a disproportionate amount of attention away from day-to-day activities in order to devote a substantial amount of time to managing these growth activities.

As demand for our BNA Platform increases in the future, we will need to expand customer service, billing and systems processes and enhance our internal quality assurance program.

Our future financial performance and our ability to successfully market and sell our software platform will depend, in part, on our ability to effectively manage or time any future growth, and our management may also have to divert a disproportionate amount of attention away from day-to-day activities in order to devote a substantial amount of time to managing these growth activities.

As demand for our platform increases in the future, we will need to expand customer service, billing and systems processes and enhance our internal quality assurance program.

We cannot be certain that any increases in scale, related improvements and quality assurance will be successfully implemented or that appropriate personnel will be available to facilitate the growth of our business.

1 unchanged sentence

Additionally, additional growth may result in higher fixed costs and may slow our ability to reduce costs in the face of a sudden decline in demand for our products.

We may not be able to achieve or maintain satisfactory pricing and margins for our BNA Platform, which could harm our business and results of operations.

The medical device industry has a history of price competition, and we can give no assurance that we will be able to maintain satisfactory prices for our BNA Platform or any future products at competitive levels.

The pricing of our products could be impacted by several factors, including pressure to reduce prices by our customers due to a decline in the amount that third-party payors reimburse for EEG tests for clinicians utilizing our BNA Platform.

If we are forced to lower or are unable to increase the price we charge for our BNA Platform, our gross margins will decrease, which will harm our ability to invest in and grow our business.

We may not be able to achieve or maintain satisfactory pricing and margins for our products, which could harm our business and results of operations.

The medical device industry has a history of price competition, and we can give no assurance that we will be able to maintain satisfactory prices for our products or any future products at competitive levels.

If we are forced to lower or are unable to increase the price we charge for our products, our gross margins will decrease, which will harm our ability to invest in and grow our business.

If we are unable to maintain our prices, or if our costs increase and we are unable to offset such increase with an increase in our prices, our margins could erode, which could harm our business and results of operations.

Future sales of our BNA Platform may depend on healthcare providers ’ or patients ’ ability to obtain reimbursement from third-party payors, such as insurance carriers.

Future sales of our BNA Platform may depend on healthcare providers’ or patients’ ability to obtain reimbursement from third-party payors, such as insurance carriers.

Where such insurance or third-party reimbursement becomes available in the future, any reduction in insurance or other third-party payor reimbursement for our BNA Platform may cause negative price pressure, which would reduce our revenues.

Future sales of our products may depend on healthcare providers ’ or patients ’ ability to obtain reimbursement from third-party payors, such as insurance carriers.

Future sales of our products may depend on healthcare providers’ or patients’ ability to obtain reimbursement from third-party payors, such as insurance carriers.

Where such insurance or third-party reimbursement becomes available in the future, any reduction in insurance or other third-party payor reimbursement for our products may cause negative price pressure, which would reduce our revenues.

Without a corresponding reduction in the cost to produce such products, the result would be a reduction in our overall gross profit.

1 unchanged sentence

Failure by our patients or healthcare provider customers to obtain or maintain coverage or to secure adequate reimbursement for our treatment by third-party payors could have an adverse effect on our business, results of operations, and financial condition.

Our results of operations may be harmed if we are unable to accurately forecast clinician demand for our BNA Platform or any future products.

Our ability to accurately forecast demand for our BNA Platform or our future our products could be negatively affected by many factors, including our failure to accurately manage our expansion strategy, product introductions by competitors, our inability to forecast the lifecycle of our products, an increase or decrease in customer demand for our products or for competitor products, our failure to accurately forecast customer adoption of new products, unanticipated changes in general market conditions or regulatory matters and weakening of economic conditions or consumer confidence in future economic conditions.

Our results of operations may be harmed if we are unable to accurately forecast clinician demand for our products or any future products.

Our ability to accurately forecast demand for our products or our future our products could be negatively affected by many factors, including our failure to accurately manage our expansion strategy, product introductions by competitors, our inability to forecast the lifecycle of our products, an increase or decrease in customer demand for our products or for competitor products, our failure to accurately forecast customer adoption of new products, unanticipated changes in general market conditions or regulatory matters and weakening of economic conditions or consumer confidence in future economic conditions.

Inventory levels in excess of customer demand may result in inventory write-downs or write-offs, which would cause our gross margin to be adversely affected and could impair the strength of our brand, which may negatively affect our business, financial condition, and results of operations.

Adoption of our BNA Platform depends on positive clinical data as well as clinician acceptance of the data and our products, and negative clinical data or perceptions among these clinicians would harm our sales, business, financial condition, and results of operations.

Adoption of our products depends on positive clinical data as well as clinician acceptance of the data and our products, and negative clinical data or perceptions among these clinicians would harm our sales, business, financial condition, and results of operations.

The rate of adoption and sales of our products is heavily influenced by clinical data.

Although we have positive research data from a 2023 white paper study, there can be no assurance that future clinical studies, including those to demonstrate the efficacy of our BNA Platform or future products in current target patient populations and those to support label retention and expansion for our products, will demonstrate clinical utility and effectiveness.

Although we have positive research data from our publications, there can be no assurance that future clinical studies, including those to demonstrate the efficacy of our current products or future products in current target patient populations and those to support label retention and expansion for our products, will demonstrate clinical utility and effectiveness.

Unfavorable or inconsistent clinical data from future clinical studies conducted by us, our competitors, or third parties, or the negative interpretation of our clinical data internally and externally, including by customers, competitors, patients, and regulators could harm our business, financial condition, and results of operations.

3 unchanged sentences

Our future success also depends upon patients having an experience with our products that meets their expectations in order to increase clinician demand for our products as a result of positive feedback and word-of-mouth.

Patients may be dissatisfied if their expectations of the BNA Platform are not met or if the performing clinicians are not adequately trained on use of our BNA Platform.

Patients may be dissatisfied if their expectations of the products are not met or if the performing clinicians are not adequately trained on the use of our products.

If the results of our products do not meet the expectations of the patient, it could discourage the patient and/or their healthcare provider from continuing to use our device or referring our products to others.

1 unchanged sentence

Any failure to meet patient expectations and any resulting negative publicity could harm our reputation and future sales.

Risks Related to the Integration of the Evoke and Firefly Businesses

The integration of the Evoke and Firefly businesses may be complex, time-consuming and costly, and we may not realize the anticipated benefits of the combination.

We are in the process of integrating the operations, products, personnel, technology platforms, databases and regulatory frameworks of the Evoke and Firefly businesses.

The integration efforts will be completed successfully or on the anticipated timeline, or that we will achieve the expected strategic, operational or financial benefits of the combination.

Integration of product platforms and databases may require additional development work, validation, testing and, in certain cases, regulatory review or new regulatory submissions.

Any delays in product harmonization, data migration, system interoperability, or regulatory approvals could adversely affect our ability to commercialize integrated solutions, expand our customer base or realize anticipated synergies.

The integration process may also result in increased expenses, diversion of management attention, disruption to our ongoing operations or difficulties in retaining customers and key employees.

If we fail to effectively integrate the Evoke and Firefly businesses, our business, financial condition and results of operations could materially adversely affected.

We may acquire businesses or products, or form strategic alliances, in the future, and may not realize the benefits of such acquisitions.

5 unchanged sentences

Complying with regulations enforced by FDA and other regulatory authorities is expensive and time consuming, and failure to comply could result in substantial penalties.

Our product, the BNA Platform (for which we have obtained FDA 510(k) clearance), and our future products are considered medical devices and, accordingly, are subject to rigorous regulation by government agencies in the U.S.

Our current and potentially future products are considered medical devices and, accordingly, are subject to rigorous regulation by government agencies in the U.S.

and other countries in which we intend to sell our products.

22 unchanged sentences

If any of these events were to occur, they could harm our business.

We may not receive the necessary authorizations to market our BNA Platform or any future new products, and any failure to timely do so may adversely affect our ability to grow our business.

We may not receive the necessary authorizations to market any future new products, and any failure to timely do so may adversely affect our ability to grow our business.

Before we can sell a new medical device in the U.S., or market a new use of, new claim for, or significant modification to a legally marketed device, we must first obtain either FDA 510(k) clearance or approval, unless an exemption applies.

4 unchanged sentences

Furthermore, even if we are granted regulatory clearances or approvals, they may include limitations on the indications for use or intended uses of the device, which may limit the market for the device.

Our BNA Platform is a Class II medical device, which was cleared by FDA for commercialization in the U.S.

pursuant to the 510(k) notification process for the post-hoc statistical analysis of the human electroencephalogram in December 2020 for use in individuals 12 to 85 years of age.

Our Evoke System and BNA Platform are Class II medical devices, which were cleared by FDA for commercialization in the U.S.

pursuant to the 510(k) notification process.

FDA can delay, limit, or deny 510(k) clearance, or other approval or reclassification, of a device for many reasons, including:

3 unchanged sentences

Any delay or failure to obtain necessary regulatory clearances or approvals could harm our business.

For example, if we decide to market the BNA Platform for a broader or additional indication(s) for use and/or make any material modifications to any element of the device and/or the manufacturing or distribution thereof in the future, an additional 510(k) submission, and FDA clearance thereof, will be required prior to making any promotional communications expressly or impliedly claiming that the device may be used for such indication(s) and/or prior to making such modification, respectively.

For example, if we decide to market our products for a broader or additional indication(s) for use and/or make any material modifications to any element of the device and/or the manufacturing or distribution thereof in the future, an additional 510(k) submission, and FDA clearance thereof, will be required prior to making any promotional communications expressly or impliedly claiming that the device may be used for such indication(s) and/or prior to making such modification, respectively.

In addition, FDA may change its policies, adopt additional regulations, revise existing regulations, or take other actions, or Congress may enact different or additional statutory requirements, which may prevent or delay clearance of our future products under development or impact our ability to modify our currently marketed products on a timely basis.

Such policy, statutory, or regulatory changes could impose additional requirements upon us that could delay our ability to obtain new 510(k) clearances, increase the costs of compliance, or restrict our ability to maintain our current marketing authorizations.

We received our European CE mark, indicating that we affirm our product’s conformity with European health, safety and environmental protection standards, in 2021.

We will also need to obtain regulatory approval in other foreign jurisdictions in which we plan to market and sell our products.

We may also need to obtain regulatory approval in other foreign jurisdictions in which we may plan to market and sell our products.

The time required to obtain registrations or approvals, if required by other countries, may be longer than that required for FDA clearance, and requirements for such registrations, clearances, or approvals may significantly differ from FDA requirements.

1 unchanged sentence

In addition, we may not continue to meet the quality and safety standards required to maintain the authorizations that we have received.

If we are unable to maintain our authorizations in a particular country, we will no longer be able to sell the applicable product in that country.

Failure to comply with these rules, regulations, self-regulatory codes, circulars, and orders could result in significant civil and criminal penalties and costs and could have a material adverse impact on our business.

6 unchanged sentences

Medical device developers determine in the first instance whether a change to a product requires a new premarket submission, but FDA may review any such decision.

While our BNA Platform received 510(k) clearance in December 2020, we may in the future apply for 510(k) clearance for updated components of our BNA Platform, which must, then, be found by the FDA to be substantially equivalent to the cleared BNA Platform and, thus, may not be lawfully marketed in the U.S.

until FDA make a substantial equivalence determination and issues the requisite 510(k) clearance for the updated BNA Platform.

Although the development of our BNA Platform has been carefully monitored and documented by professionals who are experienced in the FDA clearance process, there is no assurance that the FDA will agree that an updated component of our BNA Platform is substantially equivalent to the cleared BNA Platform and allow the updated BNA Platform to be marketed in the United States.

While our products have received 510(k) clearance, we may in the future apply for 510(k) clearance for updated components, which must, then, be found by the FDA to be substantially equivalent to the existing cleared product and, thus, may not be lawfully marketed in the U.S.

until FDA make a substantial equivalence determination and issues the requisite 510(k) clearance for the updated product.

Although the development of our products have been carefully monitored and documented by professionals who are experienced in the FDA clearance process, there is no assurance that the FDA will agree that an updated component of our product is substantially equivalent to the cleared product and allow the updated product to be marketed in the United States.

The FDA may determine that the device is not substantially equivalent and require a premarket approval (“PMA”) or, more likely, a de novo reclassification, and/or require further information, such as additional test data, including data from clinical studies, before it is able to make a determination regarding substantial equivalence.

By requesting additional information, the FDA can delay market introduction of an updated BNA Platform.

Delays in receipt of or failure to receive any necessary 510(k) clearance, de novo classification, or PMA, or the imposition of stringent restrictions for our BNA Platform, could have a material adverse effect on our business, results of operations and financial condition.

In the future, we may make other modifications to our products, including our BNA Platform, and determine, based on our review of the applicable FDA regulations and guidance, that in certain instances new 510(k) clearances or other premarket submissions are not required.

By requesting additional information, the FDA can delay market introduction of an updated product.

Delays in receipt of or failure to receive any necessary 510(k) clearance, de novo classification, or PMA, or the imposition of stringent restrictions for our products, could have a material adverse effect on our business, results of operations and financial condition.

In the future, we may make other modifications to our products, and determine, based on our review of the applicable FDA regulations and guidance, that in certain instances new 510(k) clearances or other premarket submissions are not required.

If FDA disagrees with our determinations, we may be subject to a wide range of enforcement actions, including, for example, a warning letter, among other consequences, after which we will likely have to cease marketing the applicable modified product and/or to recall distributed units of such modified product until we obtain the requisite clearance or approval.

Our acquisition of Evoke increases our exposure to 510(k) regulatory risks due to the expansion of our medical device portfolio.

With our acquisition of Evoke, we have expanded our product portfolio to include additional medical devices that are subject to regulation by the FDA under the 510(k) premarket notification process.

As a result, we are now responsible for ensuring ongoing regulatory compliance, post-market surveillance, and reporting obligations for multiple Class II medical devices, including both our BNA Platform and the products acquired from Evoke.

This expansion increases our exposure to FDA 510(k) regulatory risks in several ways.

Each product line may have unique technical characteristics, intended uses, and regulatory histories, which increases the complexity of our compliance management and the likelihood of regulatory scrutiny.

Any compliance issue, adverse event, or regulatory deficiency associated with any product in our expanded portfolio could trigger FDA enforcement actions, including warning letters, product recalls, or withdrawal of marketing clearance, any of which could materially and adversely affect our business, financial condition, and results of operations.

Furthermore, modifications to any of the acquired products, or efforts to expand their indications for use, may require new 510(k) submissions, increasing the risk of delays, denials, or additional data requirements from the FDA.

The integration of Evoke’s regulatory processes and quality systems into our existing compliance infrastructure may also present challenges, and any gaps or deficiencies in Evoke’s historical compliance could expose us to legacy risks or require remediation efforts.

As a result, the addition of Evoke’s products to our portfolio has heightened our overall risk profile with respect to FDA 510(k) regulatory compliance, and any failure to effectively manage these increased risks could have a material adverse effect on our ability to commercialize our products and achieve our strategic objectives.

Ongoing changes in healthcare regulation could negatively affect our revenues, business and financial condition.

We could be affected by potential changes to healthcare laws, rules and regulations, including changes to subsidies, healthcare insurance marketplaces and Medicaid expansion and contraction.

All federal and state government health care programs, including for example Medicare, Medicaid and the ACA, may be subject to change as a result of political, legislative, regulatory, and administrative developments, as well as judicial proceedings.

The results of the 2024 federal election, including the election of President Trump and Republican control of both houses of Congress, may result in significant changes in, and have resulted in uncertainty with respect to, legislation, regulation, implementation or repeal of laws and rules related to government health programs, including Medicare and Medicaid.

In addition, the staff of the Department of Government Efficiency (the "DOGE"), an executive administrative agency created by the second Trump Administration, have been provided access to key payment and contracting systems at CMS to look for opportunities for improving efficiency and to identify fraud and ineffective use of resources.

While we cannot predict the actions of the DOGE, there is a possibility that changes will be made to CMS spending, which could ultimately affect our financial condition and results of operation.

The United States healthcare system has been continually evolving at the federal and state level due to comprehensive reforms relating to the payment for, the availability of and reimbursement for healthcare services.

Key reforms have ranged from fundamentally changing federal and state healthcare reimbursement programs, including providing comprehensive healthcare coverage to the public under government-funded programs, to minor modifications to existing programs, and many have been challenged (with some being overturned or modified) along the way.

One example, among countless others, is the Patient Protection and Affordable Care Act (the “Affordable Care Act”), which was the most significant federal healthcare reform law enacted in the U.S.

in recent history.

The Affordable Care Act has undergone substantial challenges and changes since its enactment in 2010, and numerous other federal healthcare reform legislation, executive orders, and judicial rulings have been implemented in the years since, most of which have been or are aimed at lowering healthcare costs in the U.S.

To the extent any such reform measures or any future initiatives reduce reimbursement or coverage eligibility or any amounts or funds available (such as by reductions in reimbursement to our healthcare provider customers) for our Systems and/or any future products we may market in the U.S.

(if any), our business may be adversely affected.

Healthcare reform initiatives will continue to be proposed and may reduce healthcare related funding.

9 unchanged sentences

strengthen rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market.

These modifications may have an effect on the way we conduct our business in the EEA.

These modifications may have an effect on the way we conduct our business.

Any change in the laws or regulations that govern the clearance and approval processes relating to our current, planned and future products could make it more difficult and costly to obtain clearance or approval for new products or to produce, market and distribute existing products.

Significant delays in receiving clearance or approval or the failure to receive clearance or approval for our new products would have an adverse effect on our ability to expand our business.

Our products may cause or contribute to adverse medical events that we are required to report to FDA and other governmental authorities, and if we fail to do so, we would be subject to sanctions that could harm our reputation, business, results of operations, and financial condition.

Our products may contribute to adverse medical events that we are required to report to FDA and other governmental authorities, and if we fail to do so, we would be subject to sanctions that could harm our reputation, business, results of operations, and financial condition.

The discovery of serious safety issues with our products, or a recall of our products either voluntarily or at the direction of FDA or another governmental authority, could have a negative impact on us.

31 unchanged sentences

This situation could significantly impact the ability of notified bodies to timely review and process our regulatory submissions, which could have a material adverse effect on our business in the EU and EEA (which consists of the 27 EU member states plus Norway, Liechtenstein and Iceland).

The misuse or off-label use of our BNA Platform may harm our reputation in the marketplace, result in injuries that lead to product liability suits or result in costly investigations, fines or sanctions by regulatory bodies, particularly if we are deemed to have engaged in the promotion of these uses, any of which could be costly to our business.

Our BNA Platform is a Class II medical device cleared by FDA for commercialization in the U.S.

pursuant to the 510(k) notification process for the post-hoc statistical analysis of the human electroencephalogram in December 2020 for use in individuals 12 to 85 years of age.

We, thus, are not currently able to promote the BNA Platform for any other indications for use or make any promotional claims that are inconsistent with, or outside the scope of, such FDA clearance (often referred to as “off-label” claims).

The misuse or off-label use of our products may harm our reputation in the marketplace, result in injuries that lead to product liability suits or result in costly investigations, fines or sanctions by regulatory bodies, particularly if we are deemed to have engaged in the promotion of these uses, any of which could be costly to our business.

Our products are Class II medical devices cleared by FDA for commercialization in the U.S.

pursuant to the 510(k) notification process.

We, thus, are not currently able to promote the products for any other indications for use or make any promotional claims that are inconsistent with, or outside the scope of, our respective FDA clearances (often referred to as “off-label” claims).

However, the assessment of whether a given claim is or is not consistent with a given FDA clearance or approval can often be subjective, and we cannot guarantee that FDA will always agree with our position regarding a particular claim or that all of our employees, representatives, and agents will abide by our marketing policies.

54 unchanged sentences

If our operations are found to be in violation of any of the healthcare laws or regulations described above or any other healthcare regulations that may apply to us, we may be subject to administrative, civil and criminal penalties, damages, fines, disgorgement, substantial monetary penalties, exclusion from participation in government healthcare programs, such as Medicare and Medicaid, imprisonment, additional reporting obligations, and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, reputational harm, and the curtailment or restructuring of our operations.

Since our BNA Platform will utilize cloud-based information systems and the exchange of information between patents and doctors, we will be subject to numerous U.S.

Since our software platform will utilize cloud-based information systems and the exchange of protected information, we will be subject to numerous U.S.

federal and state laws and regulations related to the privacy and security of personally identifiable information, including health information.

16 unchanged sentences

In addition to HIPAA and state health information privacy laws, we may be subject to other state and federal privacy laws, including laws that prohibit unfair privacy and security practices and deceptive statements about privacy and security, laws that place specific requirements on certain types of activities, such as data security and texting, and laws requiring holders of personal information to maintain safeguards and to take certain actions in response to a data breach.

Our subsidiary, Firefly Neuroscience Ltd., has received Israeli governmental grants to assist in the funding of its research and development activities.

The IIA grants which Firefly Neuroscience Ltd.

’ s technology has received for research and development expenditures restrict its ability to manufacture products and transfer (including by way of license for R&D purposes) know-how outside of Israel and require it to satisfy specified conditions.

Firefly Neuroscience Ltd.’s technologies were developed, in part, with grants from the Israel Innovation Authority, or IIA (formerly known as the Office of the Chief Scientist of the Ministry of Economy and Industry) in the aggregate amount of approximately $4.60 million.

As of December 31, 2025, Firefly Neuroscience Ltd.

has paid royalties to the IIA and had a contingent obligation to the IIA (including interest) of $6.043 million.

The requirements and restrictions for such grants are set forth in the Encouragement of Research, Development and Technological Innovation in Industry Law, 5744-1984 (formerly known as the Law for the Encouragement of Research and Development in Industry, 5744-1984), or the Innovation Law, the IIA’s rules and guidelines and the terms of these grants.

In general, the recipients of IIA grants are obligated to pay the IIA royalties from the revenues generated from the sale of products and related services developed as a result of a research and development program funded, in whole or in part, by the IIA, at rates which are determined under the IIA’s rules and guidelines (generally of 3% to 6% on sales of IIA-funded products or related services, which rates may be increased under certain circumstances) up to the aggregate amount of the total grants received by the IIA (which may be increased under certain circumstances, as described below), plus annual interest (as determined in the IIA’s rules and guidelines).

Following the full payment of such royalties and interest, there is generally no further liability for royalty payments;

however, other restrictions under the Innovation Law continue to apply, as described below.

Under the IIA’s rules and guidelines, Firefly Neuroscience Ltd.

is generally prohibited from manufacturing products developed using the IIA funding outside of the State of Israel without the prior approval of the IIA (except for the transfer of less than 10% of the manufacturing capacity in the aggregate which requires only a notice) and subject to payment of increased royalties (up to 300% of the grant amount plus accrued interest, depending on the manufacturing volume that is performed outside of Israel).

Additionally, under the IIA’s rules and guidelines, Firefly Neuroscience Ltd.

is prohibited from transferring the IIA-funded know-how and related intellectual property rights outside of the State of Israel, except under limited circumstances and only with the prior approval of the IIA.

Firefly Neuroscience Ltd.

may not receive the required approvals for any proposed transfer, and even if received, Firefly Neuroscience Ltd.

may be required to pay the IIA a redemption fee of up to 600% of the grant amounts (less paid royalties, if any, and depreciation, but no less than the total grants received) plus accrued interest.

Approval of the transfer of know-how to an Israeli company is also required, and may be granted if the recipient assumes all of our responsibilities towards the IIA, including the restrictions on the transfer of know-how and the manufacturing rights outside of Israel and the obligation to pay royalties, and, although such transfer will not be subject to the payment of a redemption fee, there will be an obligation to pay royalties to the IIA from the income of such sale transaction as part of the royalty payment obligation.

No assurance can be given that approval for any such transfer, if requested, will be granted.

These restrictions may impair our ability to perform or outsource manufacturing outside of Israel or otherwise transfer or sell Firefly Neuroscience Ltd.’s IIA funded know-how outside of Israel, without the approval of the IIA.

Furthermore, the consideration available to Firefly Neuroscience Ltd.’s and/or our shareholders in a transaction involving the transfer outside of Israel of know-how developed with IIA funding (such as a merger or similar transaction) may be reduced by any amounts that Firefly Neuroscience Ltd.

is required to pay to the IIA.

If Firefly Neuroscience Ltd.

fails to comply with the requirements of the Innovation Law and the IIA’s rules and guidelines, Firefly Neuroscience Ltd.

may become subject to financial sanctions, be required to return certain grants previously received along with interest and penalties and may become subject to criminal proceedings.

In addition, the Government of Israel may, from time to time, audit sales of products which it claims incorporate technology funded via IIA programs and this may lead to additional royalties being payable on additional products, and may subject such products to the restrictions and obligations specified hereunder.

It may be difficult to enforce a U.S.

judgment against our subsidiary, Firefly Neuroscience Ltd., and our officers and directors in Israel or otherwise outside the United States, to assert U.S.

securities laws claims in Israel or to serve process on our officers and directors.

While we are incorporated in Delaware, our subsidiary, Firefly Neuroscience Ltd.

is incorporated in Israel.

Some of our executive officers and directors reside outside of the United States, and many of our assets and most of the assets of our executive officers and directors are located outside of the United States.

Therefore, a judgment obtained in the United States against us or such executive officers and our directors, including one based on the civil liability provisions of the U.S.

federal securities laws, may not be collectible in the United States, and it may be difficult for you to affect service of process on these persons in the United States.

In addition, it may be difficult to obtain a judgment in Israel based on the civil liability provisions of U.S.

federal securities laws.

Israeli courts might not enforce judgments obtained in the United States against us or our non-U.S.

directors and executive officers, which may make it difficult to collect on judgments rendered against us or our non-U.S.

officers and directors by either a U.S.

or foreign court.

Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.

Cybersecurity incidents, including data security breaches or computer viruses, could harm our business by disrupting our delivery of services, damaging our reputation, or exposing us to liability.

28 unchanged sentences

Our business could be adversely affected by professional and legal challenges to our business model or by new state actions restricting our ability to provide our products and services in certain states.

Since the success of our business will be dependent on the widespread adaptation of our BNA Platform as a valid method for statistical analysis of EEG scans, neurologists across multiple geographies will be needed to use our BNA Platform and provide positive feedback and results.

This will expose us to legal risk of patients or neurologists who may have a negative experience with our BNA Platform filing lawsuits claiming damages or other claims.

Since the success of our business will be dependent on the widespread adaptation of our software platform as a valid method for statistical analysis of EEG scans, neurologists across multiple geographies will be needed to use our software platform and provide positive feedback and results.

This will expose us to legal risk of patients or neurologists who may have a negative experience with our software platform filing lawsuits claiming damages or other claims.

Although we will seek insurance coverage for such legal actions, there is no assurance that the amount of coverage will be sufficient to cover these claims.

23 unchanged sentences

Any claim for product liability, sales, advertising and business practices, regardless of its merit or eventual outcome, could result in material legal defense costs and damage our reputation, increase our expenses and divert management’s attention.

Increased focus on current and anticipated environmental, social and governance ( “ ESG ” ) laws and increased scrutiny of our ESG policies and practices may materially increase our costs, expose us to potential liability, adversely impact our reputation, employee retention, willingness of potential customers and suppliers to do business with us and willingness of investors to invest in us.

Our operations are subject to a variety of existing local, regional and global ESG laws and regulations, and we will likely be required to comply with new, broader, more complex and more costly laws and regulations that focus on ESG matters.

Our compliance obligations will likely span all aspects of our business and operations, including product design and development, materials sourcing and other procurement activities, product packaging, product safety, energy and natural resources usage, facilities design and utilization, recycling and collection, transportation, disposal activities and workers’ rights.

Environmental regulations related to greenhouse gases are expected to have an increasingly larger impact on our or our suppliers’ energy sources.

and foreign regulators have enacted or are considering enacting new or additional disclosure requirements or limits on the emissions of greenhouse gases, including, but not limited to, carbon dioxide and methane, from power generation units using fossil fuels.

The effects of greenhouse gas emission limits on power generation are subject to significant uncertainties, including the timing of any new requirements, levels of emissions reductions and the scope and types of emissions regulated.

These limits may have the effect of increasing our costs and those of our suppliers and could result in manufacturing, transportation and supply chain disruptions and delays if clean energy alternatives are not readily available in adequate amounts when required.

Moreover, alternative energy sources, coupled with reduced investments in traditional energy sources and infrastructure, may fail to provide the predictable, reliable, and consistent energy that we, our suppliers and other businesses need for operations.

Meeting our obligations under existing ESG laws, rules, or regulations is already costly to us and our suppliers, and we expect those costs to increase as new laws are enacted, possibly materially.

Additionally, we expect regulators to perform investigations, inspections and periodically audit our compliance with these laws and regulations, and we cannot provide assurance that our efforts or operations will be compliant.

If we fail to comply with any requirements, we could be subject to significant penalties or liabilities and we may be required to implement new and materially more costly processes and procedures to come into compliance.

Further, these laws are subject to unpredictable changes.

Even if we successfully comply with these laws and regulations, our suppliers may fail to comply.

We may also suffer financial and reputational harm if future customers require, and we are unable to deliver, certification that our products are conflict free.

In all of these situations, our future customers may stop purchasing products from us, and may take legal action against us, which could harm our reputation, revenues and results of operations.

Investor advocacy groups, institutional investors, investment funds, proxy advisory services, stockholders, and consumers are also increasingly focused on corporate ESG practices.

Additionally, public interest and legislative pressure related to public companies’ ESG practices continues to grow.

If our ESG practices fail to meet investors’ or other industry stakeholders’ evolving expectations and standards, including environmental stewardship, support for local communities, board of director and employee diversity, human capital management, employee health and safety practices, product quality, supply chain management, corporate governance and transparency and employing ESG strategies in our operations, our brand, reputation and employee retention may be negatively impacted, potential customers and suppliers may be unwilling to do business with us and investors may be unwilling to invest in us.

In addition, as we work to align our ESG practices with industry standards, we have expanded and will likely continue to expand our disclosures in these areas.

We also expect to incur additional costs and require additional resources to monitor, report, and comply with our various ESG practices.

If we fail to adopt ESG standards or practices as quickly as stakeholders desire, report on our ESG efforts or practices accurately, or satisfy the disclosure and other expectations of stakeholders, our reputation, business, financial performance, growth, and stock price may be adversely impacted.

The ESG regulatory landscape has shifted materially under the current U.S.

administration, and we face risks from both the relaxation of certain federal requirements and the continued — and potentially intensifying — pressure from state, international, and market-driven ESG expectations.

At the federal level, the current administration has rolled back or suspended a number of ESG-related regulations.

Most notably, the Securities and Exchange Commission has abandoned its defense of its climate risk disclosure rule, which would have required public companies to disclose greenhouse gas emissions and climate-related financial risks, and has revised its guidance on shareholder proposals in ways that make it easier for companies to exclude ESG-related proposals from proxy materials.

The Department of Labor has also initiated rulemaking to rescind or replace Biden-era rules permitting pension fund managers to consider ESG factors in investment decisions.

Additionally, the administration has revoked billions of dollars in clean energy and transportation funding, rolled back environmental regulations, and taken executive action aimed at limiting the ability of state and local governments to regulate energy and environmental matters.

While these federal rollbacks may provide near-term compliance relief, they introduce new categories of risk.

The fragmentation of ESG regulation — with the federal government moving in one direction while many U.S.

states and international jurisdictions move in another — creates a complex and potentially more costly compliance environment than a uniform federal framework would.

Blue states, including California, have moved aggressively to expand their own ESG disclosure and enforcement regimes, and we expect increased litigation as state attorneys general challenge both federal rollbacks and corporate ESG practices, including on greenwashing theories.

We may face claims that our ESG disclosures or commitments were false or misleading, regardless of whether such disclosures were made in response to federal requirements.

Our global operations remain subject to significant and evolving ESG requirements outside the United States.

The European Union's Sustainable Finance Disclosure Regulation, Corporate Sustainability Reporting Directive, and related frameworks impose disclosure and compliance obligations that apply to us regardless of changes in U.S.

federal policy.

A growing divergence between U.S.

and international ESG standards may increase our compliance costs, require us to maintain different reporting frameworks for different markets, and affect our competitiveness with companies subject to more uniform regulatory regimes.

We also face continued and potentially increasing pressure from investors, proxy advisory services, and other market participants.

Notwithstanding the change in federal policy direction, institutional investors and investment funds with global mandates continue to apply ESG screens and engagement strategies.

If our ESG practices fail to meet evolving investor expectations — including with respect to environmental stewardship, human capital management, supply chain practices, board diversity, and corporate governance — our access to capital, stock price, and relationships with key counterparties may be adversely affected.

Conversely, if we maintain or expand ESG commitments that are perceived as contrary to the current federal regulatory environment or the preferences of certain investors, we may face different reputational or commercial pressures.

Meeting our obligations under existing ESG laws and regulations — at the state, federal, and international levels — is already costly, and we expect those costs to remain significant and potentially increase as the regulatory landscape continues to evolve.

We cannot provide assurance that we will be in compliance with all applicable requirements at all times, or that our suppliers will be in compliance.

If we or our suppliers fail to comply with any applicable ESG requirements, we could be subject to penalties, litigation, reputational harm, and loss of customers or business partners.

Given the pace and unpredictability of changes in ESG-related laws, regulations, investor expectations, and public sentiment, we may be unable to anticipate, adapt to, or accurately communicate our ESG practices in a manner that satisfies all stakeholders.

Any failure to do so could adversely affect our business, financial condition, results of operations, and stock price.

We are subject to consumer protection laws that regulate our marketing practices and prohibit unfair or deceptive acts or practices.

4 unchanged sentences

This could also result in litigation, fines, penalties, and adverse publicity that could cause reputational harm and loss of patient trust, which could have an adverse effect on our business.

Risks related to out Intellectual Property

New FDA Quality Management System Regulation (“QMSR”) requirements could increase our compliance costs and expose us to additional regulatory risk.

The FDA’s Quality Management System Regulation (“QMSR”) becomes effective on February 2, 2026 and amends the medical device current good manufacturing practice requirements in 21 CFR Part 820 by incorporating by reference ISO 13485:2016.

While the QMSR is intended to better harmonize FDA quality system requirements with international standards—which may facilitate international expansion over time—transitioning our quality management system, procedures, documentation, training, supplier controls, and internal audit processes to ensure full compliance with the QMSR may require significant management attention, additional personnel and consulting resources, and increased operating expenses.

If we do not implement changes to our quality system in a timely or effective manner, we may be unable to consistently demonstrate compliance during FDA inspections or other regulatory reviews.

Noncompliance could result in warning letters, product holds or delays in review of submissions, import/export or distribution restrictions, product seizures, recalls, civil penalties, injunctions, or other enforcement actions, any of which could adversely affect our business, financial condition, results of operations, and cash flows.

In addition, regulatory expectations and inspection approaches under the QMSR may evolve as the FDA implements the rule, creating uncertainty and potentially increasing the risk of findings, remediation obligations, and related costs.

Risks related to Our Intellectual Property

Our success depends in part on our proprietary technology, and if we are unable to successfully enforce our intellectual property rights, our competitive position may be harmed.

63 unchanged sentences

Further, other parties may independently develop substantially equivalent know-how and technology.

We currently own registered trademarks for our BNA Platform, and we intend to rely on both registered and common law rights for our trademarks in the future.

We currently own registered trademarks for our BNA Platform and Evoke Systems, and we intend to rely on both registered and common law rights for our trademarks in the future.

There can be no assurance that our future trademark applications will be approved.

70 unchanged sentences

We use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We incorporate AI solutions into our BNA platform, services, and features, and these applications are important in our operations.

We incorporate AI solutions into our software platform, services, and features, and these applications are important in our operations.

Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

24 unchanged sentences

Our Common Stock is listed on Nasdaq.

While we are currently in compliance, WaveDancer has been in the past been, and we may in the future be, unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our Common Stock on Nasdaq.

While we are currently in compliance, WaveDancer has in the past been, and we may in the future be, unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our Common Stock on Nasdaq.

For instance, on August 8, 2024, WaveDancer received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (the “Staff”) indicating that in the former WaveDancer’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024, WaveDancer reported stockholders’ equity of $1,708,520 for the period ended March 31, 2024, which did not comply with Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”).

33 unchanged sentences

our cash position;

a reverse stock split;

announcements and events surrounding financing efforts, including debt and equity securities;

33 unchanged sentences

In turn, resales, or the perception by the market that a substantial number of resales could occur, could have the effect of depressing the market price of our Common Stock.

The concentration of the capital stock ownership with our insiders will likely limit the ability of our stockholders to influence corporate matters.

Our executive officers, directors, five percent or greater stockholders, and the respective affiliated entities beneficially own approximately 20% of our outstanding Common Stock.

As a result, these stockholders, acting together, have control over matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions.

Corporate actions might be taken even if other stockholders oppose them.

This concentration of ownership might also have the effect of delaying or preventing a corporate transaction that other stockholders may view as beneficial.

We are subject to the SEC's "baby shelf" rules, which limit the amount we may raise pursuant to our shelf registration statement, and our ability to access capital markets may be constrained as a result.

As a non-accelerated filer, we are subject to General Instruction I.B.6 of Form S-3, which limits the aggregate market value of securities we may offer and sell pursuant to our registration statement on Form S-3 (File No.

333-282931) during any 12-calendar-month period to one-third of the aggregate market value of our common equity held by non-affiliates (our "public float").

This limitation may significantly restrict our ability to raise capital through public offerings at times and in amounts we deem necessary or desirable, including under our at-the-market offering program with Konik Capital Partners, LLC.

We have incurred recurring operating losses as of December 31, 2025, and we have additional capital needs.

If the baby shelf limitation prevents us from raising sufficient capital when needed through our shelf registration statement, we may be required to seek alternative financing sources, including private placements, registered direct offerings, or debt financings, which may not be available on terms acceptable to us or at all, or which may result in greater dilution to our stockholders.

We will become eligible to use Form S-3 without the baby shelf limitation only if our public float exceeds $75 million as of a date within 60 days prior to the filing of any prospectus supplement.

If our public float does not increase above this threshold, we will remain subject to this limitation for the foreseeable future.

The inability to raise sufficient capital in a timely manner could require us to delay, reduce, or eliminate our commercialization efforts and product development activities, and could have a material adverse effect on our business, financial condition, results of operations, and prospects, including our ability to continue as a going concern.

Certain stockholders could attempt to influence changes, which could adversely affect our operations, financial condition and the value of our Common Stock.

3 unchanged sentences

These actions could adversely affect our operations, financial condition and the value of our Common Stock.

The sale or availability for sale of a substantial number of shares of Common Stock of could adversely affect the market price of such shares.

The sale or availability for sale of a substantial number of shares of Common Stock could adversely affect the market price of such shares.

Sales of a substantial number of shares of Common Stock in the public market and other legal restrictions on resale, or the perception that these sales could occur, could adversely affect the market price of such shares and could materially impair our ability to raise capital through equity offerings in the future.

As of March 25, 2025 we have approximately 11,622,952 shares of Common Stock outstanding, without giving effect to the Reverse Stock Split, excluding securities underlying options and warrants, and based on the Exchange Ratio of 0.1040.

This includes the shares being issued to our stockholders as merger consideration, which may be resold in the public market immediately without restriction.

As of March 25, 2026 we have approximately 14,793,075 shares of Common Stock outstanding.

We are unable to predict what effect, if any, market sales of securities held by our significant stockholders, directors or officers or the availability of these securities for future sale will have on the market price of our Common Stock.

45 unchanged sentences

Material weaknesses could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis, reduce our ability to obtain financing or cause investors to lose confidence in our reported financial information, leading to a decline in our stock price, and significantly hinder our ability to prevent fraud.

As a recently public company, we may not be able to timely and effectively implement controls and procedures required by Section 404 that are applicable to us as public company.

As a recently listed public company, we may not be able to timely and effectively implement controls and procedures required by Section 404 that are applicable to us as public company.

The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of a privately held company.

14 unchanged sentences

As a result, capital appreciation, if any, of our Common Stock will be your sole source of gain, if any, for the foreseeable future.

It is not possible to predict the actual number of shares of the Common Stock we will sell under the ELOC Purchase Agreement to Arena, or the actual gross proceeds resulting from those sales.

On December 20, 2024, we entered into the ELOC Purchase Agreement with Arena, pursuant to which Arena has committed to purchase up to $10,000,000 of our Common Stock, subject to certain limitations and conditions set forth in the ELOC Purchase Agreement.

The Common Stock that may be issued under the ELOC Purchase Agreement may be sold by us to Arena at our discretion from time to time over the 36-month period beginning on the Commencement Date.

We generally have the right to control the timing and amount of any sales of our Common Stock to Arena under the ELOC Purchase Agreement.

Sales of our Common Stock, if any, to Arena under the ELOC Purchase Agreement will depend upon market conditions and other factors to be determined by us.

We may ultimately decide to sell to Arena all, some or none of our Common Stock that may be available for us to sell to Arena pursuant to the ELOC Purchase Agreement.

Because the purchase price per share to be paid by Arena for our Common Stock that we may elect to sell to Arena under the ELOC Purchase Agreement, if any, will fluctuate based on the market prices of our Common Stock at the time we elect to sell shares to Arena pursuant to the ELOC Purchase Agreement, if any, it is not possible for us to predict, as of the date of this filing and prior to any such sales, the number of our Common Stock that we will sell to Arena under the ELOC Purchase Agreement, the purchase price per share that Arena will pay for shares purchased from us under the ELOC Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by Arena under the ELOC Purchase Agreement.

Although the ELOC Purchase Agreement provides that we may sell up to an aggregate of $10,000,000 of our Common Stock to Arena, up to 2,934,666 Common Stock have been registered for resale under a prior registration statement .

The number of Common Stock ultimately offered for resale by Arena is dependent upon the number of the shares of Common Stock, if any, we ultimately elect to sell to Arena pursuant to the ELOC Purchase Agreement.

If we elect to issue and sell to Arena pursuant to the ELOC Purchase Agreement more Common Stock than have been registered for resale in order to receive aggregate gross proceeds equal to an aggregate of $10,000,000 available under the ELOC Purchase Agreement, we will file with the SEC one or more additional registration statements to register under the Securities Act the resale by Arena of any such additional Common Stock we elect to sell to Arena from time to time under the ELOC Purchase Agreement, and the SEC must declare such additional registration statements effective before we can sell any additional Common Stock to Arena under the ELOC Purchase Agreement.

Any issuance and sale by us under the ELOC Purchase Agreement of a substantial amount of Common Stock in addition to the 2,934,666 Common Stock already registered for resale could cause additional substantial dilution to our shareholders.

In addition, pursuant to the terms of the ELOC Purchase Agreement, (i) the number of Common Stock we will sell to Arena under each Advance Notice will not exceed the ELOC Beneficial Ownership Limitation which is 9.99% of the then total outstanding Common Stock and (ii) the aggregate number of Common Stock we will sell to Arena will not exceed the “Exchange Cap” which is 19.99% of the then outstanding Common Stock before such proposed sale, unless we obtain shareholders’ approval to issue shares in excess of the Exchange Cap.

Our inability to access a portion or the full amount available under the ELOC Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business.

The sale and issuance of our Common Stock to Arena will cause dilution to our existing shareholders, and the sale of Common Stock acquired by Arena or the perception that such sales may occur could cause the price of our Common Stock to fall.

The purchase price for the Common Stock that we may sell to Arena under the ELOC Purchase Agreement will fluctuate based on the price of our Common Stock.

Depending on market liquidity at the time, sales of such shares may cause the trading price of our Common Stock to fall.

If and when we do sell shares to Arena, after Arena has acquired the shares, Arena may resell all, some, or none of those shares at any time or from time to time in its discretion.

Therefore, sales to Arena by us could result in substantial dilution to the interests of other holders of our Common Stock.

Additionally, the sale of a substantial number of Common Stock to Arena, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

Investors who buy shares at different times will likely pay different prices.

Pursuant to the ELOC Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares of Common Stock sold to Arena.

If and when we do elect to sell Common Stock to Arena pursuant to the ELOC Purchase Agreement, after Arena has acquired such shares, Arena may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices.

As a result, investors who purchase shares from Arena at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results.

Investors may experience a decline in the value of the shares they purchase from Arena as a result of future sales made by us to Arena at prices lower than the prices such investors paid for their shares.

In addition, if we sell a substantial number of shares to Arena under the ELOC Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Arena may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

Arena will pay less than the then-prevailing market price for the Common Stock, which could cause the price of the Common Stock to decline.

The purchase price of the Common Stock sold to Arena under the ELOC Purchase Agreement is derived from multiplying the market price of our Common Stock on Nasdaq by 88%.

Our Common Stock to be sold to Arena pursuant to the ELOC Purchase Agreement will be purchased at a discounted price.

As a result of the pricing structure, Arena may sell the Common Stock it receives immediately after receipt of such shares, which could cause the price of our Common Stock to decline.

Our management team will have broad discretion over the use of the net proceeds from the sales of our Common Stock to Arena, if any, and investors may not agree with how we use the proceeds and the proceeds may not be invested successfully.

Our management team will have broad discretion as to the use of the net proceeds from our sale of our Common Stock to Arena, if any, and we could use such proceeds for purposes other than those contemplated at the time of commencement of this offering.

Accordingly, investors will be relying on the judgment of our management team with regard to the use of those net proceeds, and investors will not have the opportunity, as part of their investment decision, to assess whether the proceeds are being used appropriately.

It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us.

The failure of our management team to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.

Our management team will have broad discretion over the use of the net proceeds from the sales of our Common Stock to Konik via the ATM, if any, and investors may not agree with how we use the proceeds and the proceeds may not be invested successfully.

Our management team will have broad discretion with respect to the use of the net proceeds, if any, from sales of our Common Stock to Konik under the ATM.

We may use these net proceeds for general corporate purposes and for other purposes that may not be contemplated at the time this offering is commenced.

As a result, investors will be relying on the judgment of our management team regarding the application of the net proceeds, and investors will not have the opportunity, as part of their investment decision, to evaluate whether the net proceeds are being used in a manner that improves our results of operations or financial condition.

Pending the use of the net proceeds, we may invest the net proceeds in short-term, interest-bearing, investment-grade securities, bank deposits, money market funds, or other instruments, and such investments may not yield a favorable return, or any return, and may result in losses.

The failure of our management team to allocate these funds effectively, or the failure of these investments to perform as expected, could have a material adverse effect on our business, financial condition, results of operations, cash flows, and the market price of our Common Stock.

Substantial future sales or issuances of the Common Stock or securities convertible into, or exercisable or exchangeable for, the Common Stock, or the perception in the public markets that these sales or issuances may occur, may depress our stock price.

11 unchanged sentences

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.

What changed 10-K

Item 1A. Risk Factors