WaveDancer has signed a definitive merger agreement with Firefly Neuroscience in an all-stock deal to create a medical technology company with a focus on launching the latter’s Brain Network Analytics (BNA) platform.
BNA is a US Food and Drug Administration (FDA)-cleared cloud-based, artificial intelligence (AI)-powered platform.
It is intended to objectively evaluate brain function by comparing patient electroencephalograms (EEGs) with a proprietary database of standardised, high-definition EEGs and behavioural data.
The NASDAQ-listed, commercial-stage and AI-driven combined company will focus on the development and commercialisation of Firefly’s BNA platform.
The psychiatrists and neurologists in the US will use the platform to help diagnose mental diseases and cognitive disorders, optimise care pathways for treatment, and increase therapy compliance.
Firefly CEO Jon Olsen said: “This transaction comes at an important time for Firefly as we accelerate the commercialisation of our BNA platform.
“Based on the world’s largest medical-grade standardised database of electroencephalogram recordings, BNA is the first practical and feasible way for front-line clinicians to objectively measure brain function.”
Under the terms of the merger agreement, every issued and outstanding share of Firefly common stock will be converted, at a set exchange ratio, into the common stock of WaveDancer.
At the merger’s effective time, securityholders of WaveDancer and Firefly will, on a fully diluted basis, control around 8% and 92% of the combined business, respectively.
Upon closing of the agreement, the combined entity is anticipated to work under the Firefly Neuroscience name from Toronto, Ontario, Canada.
The transaction has been authorised by the Board of Directors of both firms and is expected to close in Q1 2024, subject to customary closing conditions.
WaveDancer CEO and chairman Jamie Benoit said: “Following a strategic review and analysis of our long-term prospects as a publicly-traded company, the Board determined that this merger is in the best interests of WaveDancer’s stockholders and an attractive opportunity to realise significant value as Firefly pursues multiple market opportunities for its BNA platform.”
WaveDancer was advised by B. Riley Securities and Greenberg Traurig served as the legal counsel, whereas Haynes and Boone is serving as legal counsel to Firefly Neuroscience.
