WAVD / WaveDancer, Inc. - Documents déposés auprès de la SEC, rapport annuel, procuration

AMENDMENT TO THE EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDMENT TO THE EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement dated August 29, 2025 (“Amendment”) is executed between: Deel Canada Services Inc., a company with registered at 700 West Georgia Street, Suite 2200, Vancouver, BC, V7Y 1K8, CA legally represented by its legal representative Alexandre Bouaziz (the “Deel Group” or the “Employer”). AND Paul Krzywicki, of le

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commiss

Prospectus Supplement No. 1 to Prospectus dated July 22, 2025 Firefly Neuroscience, Inc. Up to 6,009,281 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-288738 Prospectus Supplement No. 1 to Prospectus dated July 22, 2025 Firefly Neuroscience, Inc. Up to 6,009,281 Shares of Common Stock This Prospectus Supplement No. 1 (“Prospectus Supplement No. 1”) relates to the Prospectus of Firefly Neuroscience, Inc., dated July 22, 2025 (the “Prospectus”), relating to 6,009,281 shares of Common Stock that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41092 Firefly Neuros

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 July 18, 2025 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Aliya Ishmukhamedova and Kathleen Krebs Re: Firefly Neuroscience, Inc. Registration Statement on Form S-1 File No. 333-288738 Dear Aliya Ishmukhamedova and Kathleen Krebs: Pursuant to Rule 461 under the Securities Act of 1933, as amende

List of Subsidiaries

Exhibit 21.1 SUBSIDIARES OF FIREFLY NEUROSCIENCE, INC. Subsidiary Country of Incorporation Firefly Neuroscience 2023, Inc. Delaware (United States) Firefly Neuroscience Ltd. Israel Firefly Neuroscience Canada Canada Elminda 2022 Inc. Delaware (United States) Elminda Canada Inc. Canada Evoke Neuroscience, Inc. Delaware (United States)

Securities Purchase Agreement dated June 16, 2025, between Firefly Neuroscience, Inc and certain investors.

Exhibit 10.31 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2025, between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). Subject to the terms and conditions set forth

Common Stock Purchase Warrant issued to Research Capital Corporation, dated as of February 10, 2025.

Exhibit 4.9 Broker’s Warrant NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

Common Stock Purchase Warrant issued to Alex Spiro, dated as of September 19, 2024.

Exhibit 4.10 THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (NEW YORK TIME) ON THE EXPIRY DATE (as defined herein) OR SUCH EARLIER DATE AS PROVIDED FOR HEREIN. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) JUNE 15, 2023, AND (II) THE DATE THE ISSUER

Finder’s Fee Agreement dated February 3, 2025 between Firefly Neuroscience, Inc. and Research Capital Corporation.

Exhibit 10.30 Date: ||||||||| Issuer's Name: Firefly Neurosciences Inc. Attention: Greg Lipschitz Dear Sir: This letter will confirm our various discussions, and, when executed, will constitute a legally binding agreement for the payment by Firefly Neurosciences Inc. (the "Issuer") to Research Capital Corporation. (''RCC") of a finder's fee respecting the debt or equity financings in which the Inv

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) Firefly Neuroscience, Inc.

As filed with the Securities and Exchange Commission on July 18, 2025

As filed with the Securities and Exchange Commission on July 18, 2025 Registration No.

Finder’s Fee Agreement dated January 31, 2025 between Firefly Neuroscience, Inc. and Canaccord Genuity Corporation.

Exhibit 10.29 Canaccord Genuity Corp. 1133 Melville Street, Suite 1200 Vancouver, BC Canada V6E 4E5 T: 604.643.7300 TF: 800.663.1899 cgf.com January 31, 2025 BY EMAIL: Greg Lipschitz [email protected] STRICTLY PRIVATE AND CONFIDENTIAL Firefly Neuroscience, Inc. 1100 MILITARY ROAD, KENMORE, NY, 14217 Attention: Greg Lipschitz, CEO RE: FIREFLY NEUROSCIENCE, INC. (THE “COMPANY”) NON-BROKERED

Consulting Agreement dated March 16, 2024, between Firefly Neuroscience, Inc. and Alex Spiro.

Exhibit 10.32 CONSULTING AGREEMENT This AGREEMENT made as of the 16.0d0ay of March, 2024. BETWEEN: FIREFLY NEOROSCIENCE INC., a corporation incorporated pursuant to the laws of Delaware, USA and its various subsidiaries and affiliates (hereinafter collectively referred to as the “Corporation”) - and – ALEX SPIRO, an individual resident in the State of Florida , United States of America (hereinafte

Share Issuance and Release of Liability Agreement dated June 17, 2025, between Firefly and Charlotte Baumeister.

Exhibit 10.33 Share Issuance and Release of Liability Agreement This Release of Liability ("Release") is made effective as of June 17, 2025, by and between: Consultant / Employee: Charlotte Baumeister Address: Email: and Client/Company: Firefly Neuroscience Inc Address: 1100 Military Road, NY 1. Purpose The Consultant has provided certain professional services, advice, or deliverables (“Services”)

Separation Agreement and Release dated June 11, 2025, between Firefly and Jason DuBraski.

Exhibit 10.34 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is made by and between Jason Dubraski (“Employee”) and Firefly Neuroscience, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee was employed by Deel (the “Employer”); WHEREAS, Employee signed an Employee Agreement

CONSULTING AGREEMENT This AGREEMENT made as of the 16_.0d0ay of March, 2024.

Exhibit 10.32 CONSULTING AGREEMENT This AGREEMENT made as of the 16.0d0ay of March, 2024. BETWEEN: FIREFLY NEOROSCIENCE INC., a corporation incorporated pursuant to the laws of Delaware, USA and its various subsidiaries and affiliates (hereinafter collectively referred to as the “Corporation”) - and – ALEX SPIRO, an individual resident in the State of Florida , United States of America (hereinafte

Offices in Canada are offices of Canaccord Genuity Corp., a member of the Canadian Investor Protection Fund and the Canadian Investment Regulatory Organization (CIRO). Offices in other countries are offices of other companies in the Canaccord Genuity

Exhibit 10.29 Canaccord Genuity Corp. 1133 Melville Street, Suite 1200 Vancouver, BC Canada V6E 4E5 T: 604.643.7300 TF: 800.663.1899 cgf.com January 31, 2025 BY EMAIL: Greg Lipschitz [email protected] STRICTLY PRIVATE AND CONFIDENTIAL Firefly Neuroscience, Inc. 1100 MILITARY ROAD, KENMORE, NY, 14217 Attention: Greg Lipschitz, CEO RE: FIREFLY NEUROSCIENCE, INC. (THE “COMPANY”) NON-BROKERED

SEPARATION AGREEMENT AND RELEASE

Exhibit 10.34 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is made by and between Jason Dubraski (“Employee”) and Firefly Neuroscience, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee was employed by Deel (the “Employer”); WHEREAS, Employee signed an Employee Agreement

As confidentially submitted to the Securities and Exchange Commission on July 1, 2025 This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential.

As confidentially submitted to the Securities and Exchange Commission on July 1, 2025 This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential.

Broker’s Warrant

Exhibit 4.9 Broker’s Warrant NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

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Exhibit 10.30 Date: ||||||||| Issuer's Name: Firefly Neurosciences Inc. Attention: Greg Lipschitz Dear Sir: This letter will confirm our various discussions, and, when executed, will constitute a legally binding agreement for the payment by Firefly Neurosciences Inc. (the "Issuer") to Research Capital Corporation. (''RCC") of a finder's fee respecting the debt or equity financings in which the Inv

SUBSIDIARES OF FIREFLY NEUROSCIENCE, INC.

Exhibit 21.1 SUBSIDIARES OF FIREFLY NEUROSCIENCE, INC. Subsidiary Country of Incorporation Firefly Neuroscience 2023, Inc. Delaware (United States) Firefly Neuroscience Ltd. Israel Firefly Neuroscience Canada Canada Elminda 2022 Inc. Delaware (United States) Elminda Canada Inc. Canada Evoke Neuroscience, Inc. Delaware (United States)

Share Issuance and Release of Liability Agreement

Exhibit 10.33 Share Issuance and Release of Liability Agreement This Release of Liability ("Release") is made effective as of June 17, 2025, by and between: Consultant / Employee: Charlotte Baumeister Address: Email: and Client/Company: Firefly Neuroscience Inc Address: 1100 Military Road, NY 1. Purpose The Consultant has provided certain professional services, advice, or deliverables (“Services”)

SECURITIES PURCHASE AGREEMENT

Exhibit 10.31 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2025, between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). Subject to the terms and conditions set forth

SERIES A WARRANT FIREFLY NEUROSCIENCES INC. (Incorporated under the laws of Delaware)

Exhibit 4.10 THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (NEW YORK TIME) ON THE EXPIRY DATE (as defined herein) OR SUCH EARLIER DATE AS PROVIDED FOR HEREIN. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) JUNE 15, 2023, AND (II) THE DATE THE ISSUER

Form of $4.00 Common Stock Purchase Warrant in June 2025 Units Offering (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2025).

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of $3.50 Common Stock Purchase Warrant in June 2025 Units Offering (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2025).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Pre-Funded Common Stock Purchase Warrant in June 2025 Units Offering (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2025).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND THIS SECURITY WAS ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND SIMILAR EXEMPTIONS UNDER APPLI

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commissio

Securities Purchase Agreement between Firefly Neuroscience, Inc. and the Investors, dated June 13, 2025

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2025, between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). Subject to the terms and conditions set forth

Deferred Stock Unit Agreement between Firefly Neuroscience, Inc. and Brian Posner, dated as of March 10, 2025

Exhibit 99.7 DEFERRED STOCK UNIT AGREEMENT This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of March 10, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Brian Posner (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to wh

Deferred Stock Unit Agreement between Firefly Neuroscience, Inc. and David DeCaprio, dated as of March 10, 2025

Exhibit 99.8 DEFERRED STOCK UNIT AGREEMENT This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of March 10, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and David DeCaprio (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to

Restricted Stock Unit Agreement between Firefly Neuroscience, Inc. and Greg Lipschitz, dated as of April 18, 2025

Exhibit 99.13 RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of April 18, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Greg Lipschitz (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Pl

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FIREFLY NEUROSCIENCE, INC.

Restricted Stock Unit Agreement between Firefly Neuroscience, Inc. and David DeCaprio, dated as of April 18, 2025

Exhibit 99.12 RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of April 18, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and David DeCaprio (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Pl

Deferred Stock Unit Agreement between Firefly Neuroscience, Inc. and Stella Vnook, dated as of March 10, 2025

Exhibit 99.9 DEFERRED STOCK UNIT AGREEMENT This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of March 10, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Stella Vnook (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to wh

Deferred Stock Unit Agreement between Firefly Neuroscience, Inc. and Arun Menawat, dated as of March 10, 2025

Exhibit 99.6 DEFERRED STOCK UNIT AGREEMENT This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of March 10, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Arun Menawat (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to wh

As filed with the Securities and Exchange Commission on May 21, 2025

As filed with the Securities and Exchange Commission on May 21, 2025 Registration No.

Restricted Stock Unit Agreement between Firefly Neuroscience, Inc. and Paul Krzywicki, dated as of March 10, 2025

Exhibit 99.11 RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of March 10, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Paul Krzywicki (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Pl

Restricted Stock Unit Agreement between Firefly Neuroscience, Inc. and Arun Menawat, dated as of May 19, 2025

Exhibit 99.14 RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of May 19, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Arun Menawat (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”)

Incentive Stock Option Agreement between Firefly Neuroscience, Inc. and Paul Krzywicki, dated as of March 10, 2025

Exhibit 99.4 FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN Notice of Incentive Stock Option Grant Pursuant to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Firefly Neuroscience, Inc., a Delaware corporation (f/k/a WaveDancer, Inc.) (the “Company”), the Company hereby grants you the following incentive stock

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41092 Firefly Neuro

Firefly Neuroscience Achieves Multi-Fold Database, IP Portfolio, and Commercial Footprint Expansion Through Acquisition of Evoke Neuroscience, Inc. Builds upon Firefly’s recent acceptance into the NIVIDIA Connect program Marks next major step toward

Exhibit 99.1 Firefly Neuroscience Achieves Multi-Fold Database, IP Portfolio, and Commercial Footprint Expansion Through Acquisition of Evoke Neuroscience, Inc. Builds upon Firefly’s recent acceptance into the NIVIDIA Connect program Marks next major step toward building a proprietary foundation model of the human brain KENMORE, N.Y., May 5, 2025 – Firefly Neuroscience, Inc. (“Firefly,” or the “Co

Securities Purchase Agreement dated April 30, 2025, by and among Firefly Neurosciences Inc., Evoke Neuroscience, Inc., and stockholders of Evoke (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 5, 2025).

Exhibit 10.1 [Execution Version] SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT is dated as of April 30, 2025 (the “Agreement”), between and among (i) Firefly Neurosciences Inc., a Delaware corporation (“Buyer”); (ii) Evoke Neuroscience, Inc., a Delaware corporation (the “Company”); and (iii) stockholders of the Company listed on Exhibit A hereto attached (collectively referred t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commissi

Private Placement Subscription Agreement, dated April 23, 2025, among Firefly Neuroscience, Inc., Firefly Neuroscience Ltd., Ian McLean, and 1128526 Alberta Ltd. (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2025).

Exhibit 10.4 TERMS AND CONDITIONS OF SUBSCRIPTION Section 1 Closing On the date hereof, 1128526 Alberta Ltd. (the “Subscriber”) and Firefly Neuroscience, Inc. (the “Corporation”) are entering into a Mutual Release & Settlement Agreement (the “Settlement Agreement”). In connection with the Settlement Agreement, the Corporation is required to issue to the Subscriber, on a fully diluted basis, an agg

Letter Agreement, dated April 18, 2025, between Firefly Neuroscience, Inc. and Nomis Bay Ltd. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2025).

Exhibit 10.2 On Firefly Neuroscience, Inc. 1100 Military Road, Kenmore, NY, 14217 Date: April 18, 2025 BY ELECTRONIC MAIL Nomis Bay Ltd. Re: Letter Agreement Regarding Issuance of 217,593 Shares Dear Jason Jagessar: 1. Background. a. Prior Verbal Understanding. Firefly Neuroscience, Inc. (the “Company”) and Nomis Bay Ltd. (“Investor”) previously reached a verbal agreement that, as an inducement fo

Mutual Release & Settlement Agreement, dated April 23, 2025, among Firefly Neuroscience, Inc., Firefly Neuroscience Ltd., Ian McLean, and 1128526 Alberta Ltd. (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2025).

Exhibit 10.3 MUTUAL RELEASE & SETTLEMENT AGREEMENT THIS MUTUAL RELEASE & SETTLEMENT AGREEMENT (“Agreement”) is made effective as of the 23rd day of April, 2025. AMONG: IAN MCLEAN (“MCLEAN”) - and - 1128526 ALBERTA LTD. (“1128526”) (McLean and 1128526, collectively “McLean Parties”) - and - FIREFLY NEUROSCIENCE LTD. (“Firefly Ltd.”) - and - FIREFLY NEUROSCIENCE, INC. (“Firefly Inc.”) (Firefly Ltd.

Letter Agreement, dated April 18, 2025, between Firefly Neuroscience, Inc. and BPY Limited (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2025).

Exhibit 10.1 On Firefly Neuroscience, Inc. 1100 Military Road, Kenmore, NY, 14217 Date: April 18, 2025 BY ELECTRONIC MAIL BPY Limited Re: Letter Agreement Regarding Issuance of 122,407 Shares Dear Jason Jagessar: 1. Background. a. Prior Verbal Understanding. Firefly Neuroscience, Inc. (the “Company”) and BPY Limited (“Investor”) previously reached a verbal agreement that, as an inducement for Inve

Executive Employment Agreement, dated April 18, 2025, by and between Firefly Neuroscience, Inc. and David DeCaprio (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2025).

Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT, dated April 18, 2025 (this “Agreement”), by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and David DeCaprio, an individual (“Executive”). The Company and Executive are referred to herein from time to time on a collective basis as the “Parties” and each on an individual basis as a “Pa

Confidential Information and Inventions Assignment Agreement, executed April 18, 2025, between Firefly Neuroscience, Inc. and David DeCaprio

Exhibit 10.6 EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT In consideration of my employment or continued employment by FIREFLY NEUROSCIENCE, INC., a Delaware corporation (“Company”), and the compensation being paid or to be paid to me during my employment with Company, I agree to the terms of this Agreement as follows: 1. Confidential Information Protections. 1.1 Nondisclo

Form of Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025).

Exhibit 10.6 RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to which awards of Restrict

Form of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025).

Exhibit 10.7 RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to which awards o

Firefly Neuroscience, Inc. Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025).

Exhibit 19.1 FIREFLY NUEROSCIENCE, INC. INSIDER TRADING POLICY and Guidelines with Respect to Certain Company Information and Certain Transactions in Company Securities 1. Purpose This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Firefly Neuroscience, Inc. (the “Company”) and the handling of confidential information about the Company

Description of Capital Stock of Firefly Neuroscience, Inc. (incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025).

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK Authorized and Outstanding Stock Our authorized capital stock consists of 101,000,000 shares of capital stock, consisting of (i) 100,000,000 shares of Common Stock, par value $0.0001 per share and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). As of March 25, 2025, there are 11,622,952 shares of Common Stock outst

Employment Agreement, dated February 2, 2017, by and between Firefly Neuroscience, Ltd. (formally known as Elminda Ltd.) and Gil Issachar (incorporated herein by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025).

Exhibit 10.8

Master Services Agreement, dated as of June 27, 2024, by and between Firefly Neuroscience, Inc. and Deal, Inc. (incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025).

Exhibit 10.13 MASTER SERVICES AGREEMENT Deel Group: Deel, Inc., a Delaware corporation with its principal offices at 425 1st St. San Francisco, CA 94107 United States, and any of its Affiliates as defined below (each a “Deel Group Member” and collectively, “Deel Group”). Customer: Firefly Neuroscience Inc. , a C Corporation with its principal offices located at 1100 Military Road, Buffalo, NY, 142

Form of Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025).

Exhibit 4.7 PRE-FUNDED COMMON STOCK PURCHASE WARRANT FIREFLY NEUROSCIENCE, INC. Warrant Shares: This PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise

Form of Private Placement Subscription Agreement between Firefly Neuroscience, Inc. and the Subscribers (incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025).

Exhibit 10.22 Canadian / U.S. / Offshore The securities offered hereby and the securities issuable upon conversion of the Warrant (as defined below) have not been registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act”) or under any other applicable securities laws of any state of the United States and may not be transferred, sold, assigned, pledged, hypothecat

Common Stock Purchase Warrant issued to Canaccord Genuity Corp., dated as of March 28, 2025 (incorporated herein by reference to Exhibit 4.9 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025).

Exhibit 4.8 Broker’s Warrant NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

Form of Deferred Stock Unit Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025).

Exhibit 10.5 DEFERRED STOCK UNIT AGREEMENT This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to which awards of Other Awards m

Firefly Neuroscience, Inc. Compensation Recovery Policy (incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2025).

Exhibit 97.1 FIREFLY NEUROSCIENCE, INC. Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) of Firefly Neuroscience, Inc. (the “Company”) is hereby adopted as of August 12, 2024, in compliance with Rule 5608 of the Nasdaq Rules. Certain terms used herein shall have the meanings set forth in “Section 3. Definitions” below. Section 1. Recovery Requirement Subject to Sectio

Code of Ethics and Business Conduct (incorporated herein by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025).

Exhibit 14.1 FIREFLY NEUROSCIENCE, INC. CODE OF BUSINESS CONDUCT AND ETHICS A. GENERAL This Code of Business Conduct and Ethics (the “Code”) applies to all directors, officer and employees of Firefly Neuroscience, Inc. (the “Company”). Such covered individuals are referred to herein collectively as the “Covered Parties.” This Code is subject to repeal and amendment at any time by the board of dire

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-41092 FI

Employment Agreement, dated as of March 12, 2025, by and between Deel Canada Services, Inc. and Paul Krzywicki

Exhibit 10.20 Offer of Employment This offer is made by: Deel Canada Services, Inc. (the “Employer”), a corporation registered under the law of Canada and with a registered office at 700 West Georgia Street, Suite 2200, Vancouver, British Columbia (“Company”), with a Business ID of 725776330RC0001. To: Paul Krzywicki, (the “Employee”) with residence at 93 Cactus Cres, Hamilton, ON, L8J 0M4, CA WHE

Executive Employment Agreement, dated March 27, 2025, by and between Firefly Neuroscience, Inc. and Greg Lipschitz (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 1, 2025).

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT, dated March 27, 2025 (this “Agreement”), by and between FIREFLY NEUROSCIENCE, INC., a Delaware corporation (the “Company”), and GREG LIPSCHITZ, an individual (“Executive”). The Company and Executive are referred to herein from time to time on a collective basis as the “Parties” and each on an individual basis as a “Pa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC FILE NUMBER 001-41092 CUSIP NUMBER 317970101 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commissi

Confidential Information and Inventions Assignment Agreement, executed March 27, 2025, between Firefly Neuroscience, Inc. and Greg Lipschitz

Exhibit 10.2 EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT In consideration of my employment or continued employment by FIREFLY NEUROSCIENCE, INC., a Delaware corporation (“Company”), and the compensation being paid or to be paid to me during my employment with Company, I agree to the terms of this Agreement as follows: 1. Confidential Information Protections. 1.1 Nondisclo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commissi

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commi

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 February 11, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Matthew Crispino Re: Firefly Neuroscience, Inc. Withdrawal of Acceleration Request for Registration Statement on Form S-1 File No. 333-284782 Dear Matthew Crispino: Referen

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 February 11, 2025 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Matthew Crispino Re: Firefly Neuroscience, Inc. Registration Statement on Form S-1 File No. 333-284782 Dear Matthew Crispino: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Firefly Neuroscience, Inc. hereby respe

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 February 11, 2025 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Matthew Crispino Re: Firefly Neuroscience, Inc. Registration Statement on Form S-1 File No. 333-284782 Dear Matthew Crispino: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Firefly Neuroscience, Inc. hereby respe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter)

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 7372 54-1167364 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (IRS Employer

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Firefly Neuroscience, Inc.

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 February 3, 2025 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Mitchell Austin Re: Firefly Neuroscience, Inc. Registration Statement on Form S-1 File No. 333-282357 Dear Marion Graham: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Firefly Neuroscience, Inc. hereby respectful

Consulting Agreement, dated as of November 13, 2023, by and between Firefly Neuroscience, Inc. and Paul Krzywicki

Exhibit 10.12 Consulting Agreement Entered into this 13th day of November, 2023 by Firefly Neurscience Inc. a company organized under the laws of the State Delaware located at 1100 Military Road, Buffalo, NY, 14217 (the “Company”) and Paul Krzywicki, having a mailing address: 93 Cactus Crescent,Stoney Creek, ON L8J 0M4 (the “Consultant”). RETENTION OF CONSULTANT AND SERVICES 1.1 Subject to the ter

As filed with the Securities and Exchange Commission on January 28, 2025

As filed with the Securities and Exchange Commission on January 28, 2025 Registration No.

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 January 28, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Anastasia Kaluzienski Robert Littlepage Alexandra Barone Mitchell Austin Re: Firefly Neuroscience, Inc. Amendment No. 2 to Registration Statement on Form S-1 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A Information   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐

As filed with the Securities and Exchange Commission on January 13, 2025

As filed with the Securities and Exchange Commission on January 13, 2025 Registration No.

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217

Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 January 13, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Anastasia Kaluzienski Robert Littlepage Alexandra Barone Mitchell Austin Re: Firefly Neuroscience, Inc. Amendment No. 1 to Registration Statement on Form S-1 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A Information   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2024 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commi

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2024 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commi

Security Agreement, dated December 20, 2024, among Firefly Neuroscience, Inc., Firefly Neuroscience Ltd., Firefly Neuroscience Canada, Elminda 2022 Inc., Elminda Canada Inc., and Helena Special Opportunities LLC (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on December 23, 2024).

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of December 20, 2024 (this “Agreement”), is among FIREFLY NEUROSCIENCE, INC., a Delaware corporation (the “Company”), those Subsidiaries of the Company signatory hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s convertible promissory notes (collectively, the “

Form of Common Stock Purchase Warrant issued to Helena Special Opportunities LLC (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 23, 2024).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Purchase Agreement, dated December 20, 2024, between Firefly Neuroscience, Inc. and Arena Business Solutions Global SPC II, Ltd (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on December 23, 2024).

Exhibit 10.4 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of December 20, 2024, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and FIREFLY NEUROSCIENCE, INC., a Delaware corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to iss

Form of Convertible Promissory Note issued to Helena Special Opportunities LLC (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 23, 2024).

Exhibit 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION S

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commi

Securities Purchase Agreement, dated December 20, 2024, between Firefly Neuroscience, Inc. and Helena Special Opportunities LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 23, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of December 20, 2024, by and between FIRFLY NEUROSCIENCE, INC., a company organized under the laws of the State of Delaware (the “Company”), and each investor identified on the signature pages hereto (each, includi

Registration Rights Agreement, dated December 20, 2024, between Firefly Neuroscience, Inc. and Helena Special Opportunities LLC (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 23, 2024).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 2024, is by and among Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each of the investors to the Securities Purchase Agreement (as defined below) (collectively, the “Investors” and, together with the Company, the “Parties” and each, a “Party”). Certai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement  ☐ Definitive Additional Materials  ☐ Soliciting Material under §240.

Firefly Neuroscience Appoints Current Board Member, Greg Lipschitz, as Executive Chairman

Exhibit 99.1 Firefly Neuroscience Appoints Current Board Member, Greg Lipschitz, as Executive Chairman TORONTO, On., December 4, 2024 – Firefly Neuroscience, Inc. (“Firefly,” “we,” or the “Company”) (NASDAQ: AIFF), an Artificial Intelligence (“AI”) company developing innovative solutions that improve brain health outcomes for patients with neurological and mental disorders, today announced the app

As filed with the Securities and Exchange Commission on December 3, 2024

As filed with the Securities and Exchange Commission on December 3, 2024 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commis

VIA EDGAR

December [ ], 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F. Street, N.E. Washington, D.C. 20549 Attn: Anastasia Kaluzienski Robert Littlepage Alexandra Barone Mitchell Austin Re: Firefly Neuroscience, Inc. Registration Statement on Form S-1 Filed September 27, 2024 File No. 333-282357 Ladies and Gentlemen: This letter sets forth th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commi

Firefly Neuroscience Reports Third Quarter 2024 Results and Provides Stockholder Update Company successfully listed on Nasdaq under the symbol “AIFF” Partnered with multiple neuroscience pharmaceutical companies, including Bright Minds Bioscience, an

Exhibit 99.1 Firefly Neuroscience Reports Third Quarter 2024 Results and Provides Stockholder Update Company successfully listed on Nasdaq under the symbol “AIFF” Partnered with multiple neuroscience pharmaceutical companies, including Bright Minds Bioscience, and neurologists to advance Company’s dual go-to-market strategy TORONTO, On., November 14, 2024 – Firefly Neuroscience, Inc. (“Firefly,” “

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41092 Firefly N

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commis

Letter from Turner, Stone & Company LLP to the Securities and Exchange Commission dated October 31, 2024 (incorporated herein by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 1, 2024).

Exhibit 16.1 October 31, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Firefly Neuroscience, Inc. Form 8-K dated October 29, 2024, and have the following comments: 1. We agree with the statements made in the first through fourth paragraphs. 2. We have no basis on which to agree or disagree with the statements in t

Form of Series D Warrant

Exhibit 4.4 SCHEDULE C SERIES D WARRANT CERTIFICATE THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (NEW YORK TIME) ON THE EXPIRY DATE (as defined herein) OR SUCH EARLIER DATE AS PROVIDED FOR HEREIN. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. Securities Act”) OR ANY APPLICABLE STA

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 Firefly Neuroscience, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common S

As filed with the Securities and Exchange Commission on September 26, 2024

As filed with the Securities and Exchange Commission on September 26, 2024 Registration No.

Form of Series C Warrant.

Exhibit 4.1 NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES

Form of Broker Warrant

Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE ST

AIFF / Firefly Neuroscience, Inc. / Finn Christopher Connor - SC 13G Passive Investment

SC 13G 1 d865093dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FIREFLY NEUROSCIENCE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 317970101 (CUSIP Number) August 12, 2024 (Date of Event which Requires Filing of this Statement) Check t

JOINT FILING AGREEMENT September 9, 2024

EX-99.1 2 d865093dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT September 9, 2024 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Act or any rule o

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of inc

FIREFLY NEUROSCIENCE, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 FIREFLY NEUROSCIENCE, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 FIREFLY NEUROSCIENCE, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 FIREFLY NEUROSCIENCE, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 3 Consolidated Balance Sheets as of December 31, 2023 and 2022 5 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended De

Roxy Capital Corp - SC 13G

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FIREFLY NEUROSCIENCE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 317970101 (CUSIP Number) August 12, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

RJL 18 CAPITAL CANADA LP - SC 13G

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FIREFLY NEUROSCIENCE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 317970101 (CUSIP Number) August 12, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2024 FIREFLY NEUROSCIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commiss

Employment Agreement, dated as of August 19, 2024, by and between Firefly Neuroscience, Inc. and David Johnson (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of August 19, 2024 (the “Effective Date”) and is entered into by and between David Johnson (the “Executive”) and Firefly Neuroscience, Inc., a Delaware corporation (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.” RECITALS WHEREAS, the Company and the Executive desi

Lock-up Agreement

EX-99.1 2 tm2421930d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 WAVEDANCER, INC. LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is dated as of April 3,2024, by and between the undersigned (“Shareholder”) and WaveDancer, Inc., a Delaware corporation (together with its successors, the “Company”). Shareholder and the Company are sometimes referred to herein collectively as the “Parties” and in

Joint Filing Agreement

EX-99.2 3 tm2421930d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional jo

Windsor Private Capital LP - SC 13D

SC 13D 1 tm2421930d1sc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Firefly Neuroscience, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 317970101 (CUSIP Number) Windsor Private Capital LP 22 St. Clair Avenue East, Suite 202 Toronto, Ontario, Canada M4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41092 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as

Three months ended June 30,

Exhibit 99.2 FIREFLY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis (the “MD&A”) should be read in conjunction with the unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 2024, of Firefly Neuroscience, Inc. and the related notes included elsewhere in this current repo

FIREFLY NEUROSCIENCE 2023, INC. (formerly known as Firefly Neuroscience, Inc.) UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 FIREFLY NEUROSCIENCE 2023, INC. (formerly known as Firefly

Exhibit 99.1 FIREFLY NEUROSCIENCE 2023, INC. (formerly known as Firefly Neuroscience, Inc.) UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 FIREFLY NEUROSCIENCE 2023, INC. (formerly known as Firefly Neuroscience, Inc.) INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed Consolidated Balance Sheets as of June 30, 2024 (

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

Amended and Restated Bylaws of Firefly Neuroscience, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FIREFLY NEUROSCIENCE, INC. (A DELAWARE CORPORATION) SECTION 1. OFFICES Section 1.1 Registered Office. The registered office of Firefly Neuroscience, Inc. (the “Corporation”) in the State of Delaware and the name of the Corporation’s registered agent at such address shall be as set forth in the Amended and Restated Certificate of Incorporation of the Corpo

WaveDancer Announces Reverse Stock Split Common Stock Will Begin Trading on Split-Adjusted Basis on August 13, 2024

Exhibit 99.6 WaveDancer Announces Reverse Stock Split Common Stock Will Begin Trading on Split-Adjusted Basis on August 13, 2024 FAIRFAX, Va., August 9, 2024 (GLOBE NEWSWIRE) - WaveDancer, Inc. (Nasdaq: WAVD) (“WaveDancer” or the “Company”), announced today that it intends to effect a reverse stock split of its common stock at a ratio of one (1) post-split share for every three (3) pre-split share

Amended and Restated Certificate of Incorporation of Firefly Neuroscience, Inc (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WAVEDANCER, INC. WaveDancer, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: A. The present name of the corporation is WaveDancer, Inc. The Corporation was originally incorporated by the filing of its original Certificate of Incorporation with the Secretary of St

List of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Registrant’s Current Report on Form 8-K filed on August 12, 2024).

Exhibit 21.1 SUBSIDIARES OF FIREFLY NEUROSCIENCE, INC. Subsidiary Country of Incorporation Firefly Neuroscience 2023, Inc. Delaware (United States) Firefly Neuroscience Ltd. Israel Firefly Neuroscience Canada Canada Elminda 2022 Inc. Delaware (United States) Elminda Canada Inc. Canada

Three months ended March 31,

Exhibit 99.4 FIREFLY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the unaudited interim condensed consolidated financial statements for the three months ended March 31, 2024, of Firefly Neuroscience, Inc. (“Firefly”) and the related notes included elsewhere in this current report. The

Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024).

Exhibit 10.8 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of , 20, by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Whereas, qualified persons are reluctant to serve corporations as directors or otherwise unless they are provided with broad indemnification and insurance against claims a

Pro forma adjustments

Exhibit 99.5 Unaudited Pro Forma Condensed Combined Balance Sheet As of March 31, 2024 (Amounts expressed in United States dollars, except for number of shares) Pro forma adjustments WaveDancer Firefly Neuroscience Tellenger Sale Transaction Wind-down of WaveDancer Corporate Merger Adjustments Pro Forma Combined FS As reported As reported Notes Notes Notes Assets Current assets Cash and cash equiv

Firefly Neuroscience Announces Closing of Merger Agreement and is Scheduled to Begin Trading on Nasdaq Under the Ticker Symbol ‘AIFF’ on August 13, 2024 In connection with the consummation of the merger, the Company closed $3.5 million private placem

Exhibit 99.7 Firefly Neuroscience Announces Closing of Merger Agreement and is Scheduled to Begin Trading on Nasdaq Under the Ticker Symbol ‘AIFF’ on August 13, 2024 In connection with the consummation of the merger, the Company closed $3.5 million private placement offering FAIRFAX, Va., and TORONTO, August 12, 2024 – Firefly Neuroscience, Inc. (“Firefly” or the “Company”) (Nasdaq: AIFF), an Arti

FIREFLY NEUROSCIENCE, INC. UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 FIREFLY NEUROSCIENCE, INC. INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.3 FIREFLY NEUROSCIENCE, INC. UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 FIREFLY NEUROSCIENCE, INC. INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Interim Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 3 Unaudited Interim Condensed Consolidated Statements

Form of Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024).

Exhibit 10.6 FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN Notice of Nonqualified Stock Option Grant Pursuant to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Firefly Neuroscience, Inc., a Delaware corporation (f/k/a WaveDancer, Inc.) (the “Company”), the Company hereby grants you the following nonqualified

Form of Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024).

Exhibit 10.7 FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN Notice of Incentive Stock Option Grant Pursuant to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Firefly Neuroscience, Inc., a Delaware corporation (f/k/a WaveDancer, Inc.) (the “Company”), the Company hereby grants you the following incentive stock

FIREFLY NEUROSCIENCE, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 FIREFLY NEUROSCIENCE, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 FIREFLY NEUROSCIENCE, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 FIREFLY NEUROSCIENCE, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 3 Consolidated Balance Sheets as of December 31, 2023 and 2022 5 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended De

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 WAVEDANCER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commission

Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024).

Exhibit 10.5 FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN The Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) was adopted by the Board of Directors of Firefly Neuroscience, Inc., a Delaware corporation (f/k/a WaveDancer, Inc., a Delaware corporation) (the “Company”), effective as of February 1, 2024 (the “Effective Date”), subject to approval by the Company’s stoc

Year Ended December 31,

Exhibit 99.2 FIREFLY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2023, of Firefly Neuroscience, Inc. (“Firefly”) and the related notes included elsewhere in this current report. The audited consolidat

Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 29, 2024).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 WAVEDANCER, INC (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporat

Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 29, 2024).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Tellenger Sale

Exhibit 99.1 Unaudited Pro Forma Condensed Combined Balance Sheet As of March 31, 2024 (Amounts expressed in United States dollars, except for number of shares) Pro forma adjustments Firefly Tellenger Sale Wind-down of WaveDancer Merger Pro Forma Combined WaveDancer Neuroscience Transaction Corporate Adjustments FS As reported As reported Notes Notes Notes Assets Current assets Cash and cash equiv

Securities Purchase Agreement, dated as of July 26, 2024, by and among the Company and the investors signatory thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 29, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2024, between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditi

Amendment No. 2 to Agreement and Plan of Merger, dated June 17, 2024, by and among by and among WaveDancer, Inc., FFN Merger Sub, Inc., and Firefly Neuroscience, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 21, 2024).

Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Second Amendment”) to the Merger Agreement (as defined below) is made and entered into as of June 17, 2024, by and among WaveDancer, Inc. a Delaware corporation (“Parent”), FFN Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Firefly Neuroscience, Inc., a Delaware corporation (the “Company”). Capi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 WAVEDANCER, INC (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporat

Change of Terms to the Commercial Line of Credit Agreement and Note between Summit Community Bank, a division of Burke & Herbert Bank & Trust, and WaveDancer, Inc. and its wholly owned subsidiary, Tellenger, Inc., dated June 10, 2024.

Exhibit 10.1 CHANGE OF TERMS: COMMERCIAL LINE OF CREDIT AGREEMENT AND NOTE Lender: SUMMIT COMMUNITY BANK, a Division of Burke & Herbert Bank & Trust 9757 Phair Way Manassas, VA 20110 Borrowers: WAVEDANCER, INC. 12015 Lee Jackson Memorial Highway, Suite 210 Fairfax, VA 22033 TELLENGER INC. 2275 Research Blvd. Rockville, MD 20850 Loan No: 8069577 IMPORTANT NOTICE THIS INSTRUMENT CONTAINS A CONFESSIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 WAVEDANCER, INC (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporat

Letter dated May 22, 2024 from CohnReznick, LLP to the Securities and Exchange Commission confirming the disclosures contained in Item 4.01 of this Form 8-K.

Exhibit 16.1 May 22, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated May 16, 2024 of WaveDancer, Inc. and are in agreement with the statements contained therein. /s/ CohnReznick LLP

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporati

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41092 WaveDancer, Inc. (Exact name of registrant as specified

Firefly Neuroscience, an AI-Driven Brain Health Company, Appoints Healthcare-Industry Executive, David Johnson as Executive Chairman, Upon Closing of Its Merger Transaction with WaveDancer

Exhibit 99.1 Firefly Neuroscience, an AI-Driven Brain Health Company, Appoints Healthcare-Industry Executive, David Johnson as Executive Chairman, Upon Closing of Its Merger Transaction with WaveDancer FAIRFAX, Va. And TORONTO, On., May 14, 2024 (GLOBE NEWSWIRE) – Firefly Neuroscience, Inc. (“Firefly”), a pioneering artificial intelligence (“AI”) company developing innovative neuroscientific solut

FireFly Neuroscience Announces Healthcare Science and AI Industry Leader David DeCaprio to Join Board of Directors

Exhibit 99.1 FireFly Neuroscience Announces Healthcare Science and AI Industry Leader David DeCaprio to Join Board of Directors PUBLISHED APR 17, 2024 8:30AM EDT Board Appointment is a Key Step Towards Anticipated Trading on NASDAQ FAIRFAX, Va. and TORONTO, April 17, 2024 (GLOBE NEWSWIRE) - Firefly Neuroscience, Inc. (“Firefly” or the “Company”), a pioneering AI company developing innovative neuro

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorpora

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorpora

WaveDancer and Firefly Neuroscience, an AI-Driven Brain Health Company, Each Receive Respective Stockholder Approvals for Merger Successful votes from both parties’ stockholders mark a critical step toward deal closing with the pioneering artificial

WaveDancer and Firefly Neuroscience, an AI-Driven Brain Health Company, Each Receive Respective Stockholder Approvals for Merger Successful votes from both parties’ stockholders mark a critical step toward deal closing with the pioneering artificial intelligence-enabled neurological technology company.

Subsidiaries of the Company

Exhibit 21.1 SUBSIDIARIES OF WAVEDANCER, INC. Subsidiary State of Incorporation Tellenger, Inc. Maryland FFN Merger Sub Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 WAVEDANCER, INC (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporat

Firefly Neuroscience’s White Paper Unveils BNA™ Platform’s Significant Impact on Disease Management in 2,253 U.S Patients The white paper is titled “Brain Network Analytics (BNA) in the Psychiatric Practice: Real-Life Data Analysis” The analysis invo

Exhibit 99.1 Filed by WaveDancer, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, Subject Company: Firefly Neuroscience, Inc. Commission File No.: 333-276649 Filed March 8, 2024 Firefly Neuroscience’s White Paper Unveils BNA™ Platform’s Significant Impact on Disease Management in 2,253 U.S Patients The white paper is titled “Brain Network Analytics (BNA) in the Psychiatric

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 WAVEDANCER, INC (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporat

Firefly Neuroscience’s White Paper Unveils BNA™ Platform’s Significant Impact on Disease Management in 2,253 U.S Patients The white paper is titled “Brain Network Analytics (BNA) in the Psychiatric Practice: Real-Life Data Analysis” The analysis invo

Exhibit 99.1 Firefly Neuroscience’s White Paper Unveils BNA™ Platform’s Significant Impact on Disease Management in 2,253 U.S Patients The white paper is titled “Brain Network Analytics (BNA) in the Psychiatric Practice: Real-Life Data Analysis” The analysis involved a cohort of 2,253 patients receiving treatment at a prominent psychiatric and multispecialty clinic in the U.S. FAIRFAX, Va. and TOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 WAVEDANCER, INC (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporat

Firefly Neuroscience, Inc. Issues Letter to Stockholders on Proposed Merger with WaveDancer Firefly has developed an FDA-approved AI algorithm to objectively measure brain activity in mental health and cognitive disorders

Exhibit 99.1 Firefly Neuroscience, Inc. Issues Letter to Stockholders on Proposed Merger with WaveDancer Firefly has developed an FDA-approved AI algorithm to objectively measure brain activity in mental health and cognitive disorders FAIRFAX, Va., February 22, 2024 (GLOBE NEWSWIRE) – Firefly Neuroscience, Inc. (“Firefly”) Chief Executive Officer, Jon Olsen, issues letter to stockholders ahead of

Firefly Neuroscience, Inc. Issues Letter to Stockholders on Proposed Merger with WaveDancer Firefly has developed an FDA-approved AI algorithm to objectively measure brain activity in mental health and cognitive disorders

Exhibit 99.1 Filed by WaveDancer, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, Subject Company: Firefly Neuroscience, Inc. Commission File No.: 333-276649 Filed February 22, 2024 Firefly Neuroscience, Inc. Issues Letter to Stockholders on Proposed Merger with WaveDancer Firefly has developed an FDA-approved AI algorithm to objectively measure brain activity in mental hea

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 WAVEDANCER, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorp

JOINT PROXY STATEMENT FOR THE SPECIAL MEETING OF WAVEDANCER, INC., CONSENT SOLICITATION STATEMENT FOR FIREFLY NEUROSCIENCE, INC. AND PROSPECTUS FOR 28,709,802 SHARES OF COMMON STOCK OF WAVEDANCER, INC. MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Filed Pursuant to Rule 424(b)(3) Registration statement No. 333-276649 JOINT PROXY STATEMENT FOR THE SPECIAL MEETING OF WAVEDANCER, INC., CONSENT SOLICITATION STATEMENT FOR FIREFLY NEUROSCIENCE, INC. AND PROSPECTUS FOR 28,709,802 SHARES OF COMMON STOCK OF WAVEDANCER, INC. MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT To the Stockholders of WaveDancer, Inc. and Firefly Neuroscience, Inc.: On Novemb

Amended and Restated Warrants to Purchase Common Shares of Firefly Neuroscience, Inc., dated February 17, 2023

Exhibit 4.9 AMENDED AND RESTATED WARRANTS TO PURCHASE COMMON SHARES OF FIREFLY NEUROSCIENCE, INC. A Delaware corporation NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AME

Form of Proxy Card for the Special Meeting of WaveDancer, Inc.

Exhibit 99.1

Form of Series A Performance Warrant of Firefly Neurosciences Inc., dated June 15, 2023

Exhibit 4.11 SCHEDULE A THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. Securities Act”) OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRE

WaveDancer, Inc. 12015 Lee Jackson Highway Suite 210 Fairfax, Virginia 22033

WaveDancer, Inc. 12015 Lee Jackson Highway Suite 210 Fairfax, Virginia 22033 February 2, 2024 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, NE Washington, DC 20549 Attention: Alexandra Barone Re: WaveDancer, Inc. Registration Statement on Form S-4, as amended, File No. 333-276649 Dear Ms. Barone: WaveDancer, Inc. (the “

Form of Warranty Certificate of Firefly Neuroscience, Inc., dated October 17, 2023,

Exhibit 4.12 WARRANT THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (NEW ORK TIME) ON THE EXPIRY DATE (as defined herein) OR SUCH EARLIER DATE AS PROVIDED FOR HEREIN. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) OCTOBER 17, 2023, AND (II) THE DATE T

Warrant Certificate of Elminda, Inc., dated July 5, 2022

Exhibit 4.6 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE “UNITED STATES” OR TO “U.S. PERSONS” (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) UN

Warrant Certificate of Elminda, Inc., dated August 15, 2022

Exhibit 4.7 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE “UNITED STATES” OR TO “U.S. PERSONS” (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) UN

As filed with the Securities and Exchange Commission on February 1, 2024

As filed with the Securities and Exchange Commission on February 1, 2024 Registration No.

Amended and Restated Warrants to Purchase Common Shares of Firefly Neuroscience, Inc., dated March 1, 2023

Exhibit 4.10 AMENDED AND RESTATED WARRANTS TO PURCHASE COMMON SHARES OF FIREFLY NEUROSCIENCE, INC. A Delaware corporation NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AM

Amended and Restated Warrants to Purchase Common Shares of Firefly Neuroscience, Inc., dated February 17, 2023

Exhibit 4.8 AMENDED AND RESTATED WARRANTS TO PURCHASE COMMON SHARES OF FIREFLY NEUROSCIENCE, INC. A Delaware corporation NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AME

Form of Written Consent for the stockholders of Firefly Neuroscience, Inc.

Exhibit 99.2 FORM OF WRITTEN CONSENT OF THE STOCKHOLDERS OF FIREFLY NEUROSCIENCE, INC. This Written Consent is solicited by the Board of Directors of Firefly Neuroscience, Inc. Please return this consent no later than 5:00 pm (Eastern Time) on March 1, 2024, which is the final date that the board of directors of Firefly Neuroscience, Inc., a Delaware corporation (“Firefly”), has set for receipt of

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorpo

WaveDancer Announces Filing of a Registration Statement on Form S-4 with the U.S. SEC Progress towards closing on previously announced merger with Firefly Neuroscience, Inc., an AI-enabled technology company.

Exhibit 99.1 Filed by WaveDancer, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Firefly Neuroscience, Inc. Commission File No.: pending assignment Filed January 26, 2024 WaveDancer Announces Filing of a Registration Statement on Form S-4 with the U.S. SEC Progre

Consent of G. James Benoit, Jr. to be named as director.

Exhibit 99.7 Consent of Proposed Director I, G. James Benoit, Jr., hereby consent to the following: ● to serve as a director of Firefly Neuroscience, Inc. if the transactions contemplated by the Agreement and Plan of Merger, dated November 15, 2023, by and among WaveDancer Inc., FFN Merger Sub, Inc. and Firefly Neuroscience, Inc. are consummated, including the merger of FFN Merger Sub, Inc. with a

As filed with the Securities and Exchange Commission on January 22, 2024

As filed with the Securities and Exchange Commission on January 22, 2024 Registration No.

Firefly Neuroscience, Inc. 2023 Omnibus Equity Incentive Compensation Plan

Exhibit 10.11 FIREFLY NEUROSCIENCES INC. 2023 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN TABLE OF CONTENTS ARTICLE 1 ESTABLISHMENT, PURPOSE AND DURATION 1 1.01 Establishment of the Plan. 1 1.02 Purpose of the Plan. 1 ARTICLE 2 ADMINISTRATION 6 2.01 General. 6 2.02 Authority of the Committee. 6 2.03 Delegation. 6 2.04 Investor Relations. 7 ARTICLE 3 SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS 7 3

Consent of Scott Reeves to be named as director.

Exhibit 99.3 Consent of Proposed Director I, Scott Reeves, hereby consent to the following: ● to serve as a director of Firefly Neuroscience, Inc. if the transactions contemplated by the Agreement and Plan of Merger, dated November 15, 2023, by and among WaveDancer Inc., FFN Merger Sub, Inc. and Firefly Neuroscience, Inc. are consummated, including the merger of FFN Merger Sub, Inc. with and into

Elminda Ltd. Share Option Plan.

Exhibit 10.12 ELMINDA'S SHARE OPTION PLAN Elminda Ltd. SHARE OPTION PLAN (*In compliance with Amendment No. 132 of the Israeli Tax Ordinance, 2002) This plan, as amended from time to time, shall be known as Elminda Ltd. 2007 Share Option Plan (the “SOP”). 1. PURPOSE This plan is intended to allow the Company the grant of certain incentives by means of grant of Options to employees as well as servi

Form of Option Agreement (Advisors) under Firefly Neurosciences, Inc. 2023 Omnibus Equity Incentive Compensation Plan.

Exhibit 4.5 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF: (I) , AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SE

List of Subsidiaries of Registrant.

Exhibit 21.1 SUBSIDIARIES OF WAVEDANCER, INC. Subsidiary State of Incorporation Tellenger, Inc. Maryland FFN Merger Sub, Inc. Delaware

Consent of Dave DeCaprio to be named as a director.

Exhibit 99.5 Consent of Proposed Director I, Dave DeCaprio, hereby consent to the following: ● to serve as a director of Firefly Neuroscience, Inc. if the transactions contemplated by the Agreement and Plan of Merger, dated November 15, 2023, by and among WaveDancer Inc., FFN Merger Sub, Inc. and Firefly Neuroscience, Inc. are consummated, including the merger of FFN Merger Sub, Inc. with and into

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 WaveDancer, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initi

Consent of Jon Olsen to be named as a director.

Exhibit 99.6 Consent of Proposed Director I, Jon Olsen, hereby consent to the following: ● to serve as a director of Firefly Neuroscience, Inc. if the transactions contemplated by the Agreement and Plan of Merger, dated November 15, 2023, by and among WaveDancer Inc., FFN Merger Sub, Inc. and Firefly Neuroscience, Inc. are consummated, including the merger of FFN Merger Sub, Inc. with and into Fir

Form of Option Agreement (Management) under Firefly Neurosciences, Inc. 2023 Omnibus Equity Incentive Compensation Plan.

Exhibit 4.4 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF: (I) , AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SE

Consent of Greg Lipschitz to be named as a director.

Exhibit 99.4 Consent of Proposed Director I, Greg Lipschitz, hereby consent to the following: ● to serve as a director of Firefly Neuroscience, Inc. if the transactions contemplated by the Agreement and Plan of Merger, dated November 15, 2023, by and among WaveDancer Inc., FFN Merger Sub, Inc. and Firefly Neuroscience, Inc. are consummated, including the merger of FFN Merger Sub, Inc. with and int

First Amendment to Agreement and Plan of Merger, dated as of January 12, 2024, by and among Wavedancer, Inc., FFN Merger Sub, Inc., and Firefly Neurosciences, Inc.

Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “First Amendment”) to the Merger Agreement (as defined below) is made and entered into as of January 12, 2024, by and WaveDancer, Inc. a Delaware corporation (“Parent”), FFN Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Firefly Neuroscience, Inc., a Delaware corporation (the “Company”). Capitalize

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 WAVEDANCER, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorp

WaveDancer Announces Merger Agreement with Firefly Neuroscience – Merger to create NASDAQ-listed, commercial-stage AI-Enabled medical technology company focused on bringing FDA-cleared Brain Network Analytics platform to NASDAQ Capital Markets

Exhibit 99.1 WaveDancer Announces Merger Agreement with Firefly Neuroscience – Merger to create NASDAQ-listed, commercial-stage AI-Enabled medical technology company focused on bringing FDA-cleared Brain Network Analytics platform to NASDAQ Capital Markets FAIRFAX, Va., Nov 16, 2023 - WaveDancer, Inc. (“WaveDancer”) (NASDAQ: WAVD) today announced that it has entered into a definitive merger agreem

Agreement and Plan of Merger among WaveDancer, Inc., FFN, Inc., and Firefly Neuroscience, Inc., dated November 15, 2023

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG WAVEDANCER, INC., FFN MERGER SUB, INC., AND FIREFLY NEUROSCIENCES INC. Dated as of November 15, 2023 Exhibits Exhibit A Certain Definitions Exhibit B Stock Purchase Agreement Exhibit C Form of Promissory Note AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 15, 2023 (this “Agreement”), by an

Stock Purchase Agreement between WaveDancer, Inc. and Wavetop Solutions, Inc., dated November 15, 2023

Exhibit 2.2 STOCK PURCHASE AGREEMENT BY AND AMONG WAVEDANCER, INC. WAVETOP SOLUTIONS, INC. AND TELLENGER, INC. Dated: November 15, 2023 TABLE OF CONTENTS ARTICLE I: DEFINITIONS…………………………………………………………………………...1 ARTICLE II: PURCHASE AND SALE……………………………………………………………….4 Section 2.01. Purchase and Sale of the Shares………………………………………………..4 Section 2.02. Purchase Price…………………………………………………………………..4 Section 2.0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41092 WaveDancer, Inc. (Exact name of r

Certificate of Amendment to the Certificate of Incorporation of WaveDancer, Inc. dated October 11, 2023

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF WAVEDANCER, INC. WaveDancer, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is WaveDancer, Inc., and the original Certificate of Incorporation of this Corporation was file

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 WAVEDANCER, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐ Confiden

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorpora

Amendment No. 1 to Stock Purchase Agreement by and between the Registrant and Gray Matters Data Corp., dated August 9, 2023 (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed on August 11, 2023).

Exhibit 10.2 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This Amendment No. 1 to Stock Purchase Agreement (the “Amendment”) is made as of August , 2023 (the “Effective Date”), by and between WAVEDANCER, INC., a Delaware corporation (“Seller”) and GRAY MATTERS DATA CORP., a Delaware corporation (“Buyer”). RECITALS A. Buyer and Seller are parties to a Stock Purchase Agreement, dated as of March 17,

Rollover Stock Purchase Agreement by and among the Registrant, Gray Matters Data Corporation, and StealthPoint Fund I, LP, et al. dated August 9, 2023 (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q filed on August 11, 2023).

Exhibit 10.3 ROLLOVER STOCK PURCHASE AGREEMENT THIS ROLLOVER STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of August , 2023 (the “Effective Date”), by and among WAVEDANCER, INC., a Delaware corporation (“Seller”), GRAY MATTERS DATA CORP., a Delaware corporation (the “Company”), and the purchasers listed on attached Exhibit A attached to this Agreement (each a “Purchaser” a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41092 WaveDancer, Inc. (Exact name of registrant as specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 WAVEDANCER, INC (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 WAVEDANCER, INC (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2023 WAVEDANCER, INC (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2023 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41092 WaveDancer, Inc. (Exact name of registrant as specified

Settlement Agreement and General Release by and between Jeffrey Gerald and WaveDancer, Inc.

Exhibit 1.1 Settlement Agreement and General Release by and between Jeffrey Gerald and WaveDancer, Inc. SETTLEMENT AGREEMENT AND GENERAL RELEASE This Settlement Agreement and General Release (hereinafter "Agreement") is entered into as of April , 2023, by and between Jeffrey Gerald (“Gerald”) and WaveDancer, Inc. (“WaveDancer”) (Gerald and WaveDancer may collectively be referred to as the “Parties

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 000-22405 (Commission File Number) (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 -12-31FY2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file n

SUBSIDIARIES OF WAVEDANCER, INC.

EX-21.1 5 ex497775.htm SUBSIDIARIES OF THE COMPANY Exhibit 21.1 SUBSIDIARIES OF WAVEDANCER, INC. Subsidiary State of Incorporation Tellenger, Inc. Maryland Gray Matters, Inc. Delaware

Commercial Line of Credit Renewal Agreement, dated April 30, 2022, by and between the Registrant, Tellenger, Inc. and Summit Community Bank (incorporated by reference to Exhibit 10.4 of the Registrant’s 2022 Annual Report on Form 10-K filed on April 17, 2023).

COMMERCIAL LINE OF CREDIT RENEWAL AGREEMENT AND NOTE Open End COMMUNITY BANK* Summit 310 North Main Street Moorefield, WV 26836 Phone number: (877) 776 9722 LOAN NUMBER·.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41092 WAVEDANCER, IN

Business Loan Agreement, dated April 30, 2022, by and between the Registrant, Tellenger, Inc. and Summit Community Bank (incorporated by reference to Exhibit 10.5 of the Registrant’s 2022 Annual Report on Form 10-K filed on April 17, 2023).

BUSINESS LOAN AGREEMENT Summit COMMUNITY BANK 310 North Main Street Moorefield, WV 26836 Phone number: (877) 776-9722 .

Commercial Security Agreement, dated April 30, 2022, by and between the Registrant, Tellenger, Inc. and Summit Community Bank (incorporated by reference to Exhibit 10.6 of the Registrant’s 2022 Annual Report on Form 10-K filed on April 17, 2023).

COMMERCIAL SECURITY AGREEMENT Summit COMMUNITY BANK 310 North Main Street Moorefield, WV 26836 Phone number: (877) 776 9722 AGREEMENT DATE September 30, 2022 BORROWER INFORMATION WAVEDANCER INC 11240 WAPLES MILL RD STE201 FAIRFAX, VA 22030 TELLENGER INC 2275 RESEARCH BLVD ROCKVILLE, MD 20850 COLLATERAL OWNER INFORMATION WAVEDANCERINC 11240 WAPLES MILL RD STE 201 FAIRFAX, VA 22030 TELLENGER INC 2275 RESEARCH BLVD ROCKVILLE, MD 20850 AGREEMENT.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Commission File Number)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 WaveDancer, Inc. (Exact name of registrant as specified in its charter) Delaware 000-22405 54-1167364 (State or other jurisdiction (Commission File Number) (IRS Employ

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424B3 1 iaic20220811424b3.htm FORM 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-266096 PROSPECTUS WAVEDANCER, INC. 4,500,000 SHARES OF COMMON STOCK This prospectus relates to the offer and resale of up to 4,500,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of WaveDancer, Inc. by B. Riley Principal Capital II, LLC (the “Selling Stockholder”). The shares

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As filed with the Securities and Exchange Commission on August 8, 2022

As filed with the Securities and Exchange Commission on August 8, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

As filed with the Securities and Exchange Commission on August 4, 2022

As filed with the Securities and Exchange Commission on August 4, 2022 Registration No.

Registration Rights Agreement by and between the Registrant and B. Riley Principal Capital II, LLC dated July 8, 2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 11, 2022).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of July 8, 2022, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the ?Investor?), and WaveDancer, Inc., a Delaware corporation (the ?Company?). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement,

Common Stock Purchase Agreement by and between WaveDancer, Inc. and B. Riley Principal Capital II, LLC dated July 8, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 11, 2022).

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of July 8, 2022 by and between WAVEDANCER, INC. and B. RILEY PRINCIPAL CAPITAL II, LLC TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE OF COMMON STOCK 2 Section 2.1. Purchase and Sale of Stock 2 Section 2.2. Closing Date; Settlement Dates 2 Section 2.3. Initial Public Announcements and Required Filings 2 ARTICLE III