Revenue Generation - Firefly Neuroscience, Inc. reported a total revenue of $1,200,000 from the sale of 400,000 units at a price of $3.00 per unit in June 2025[117]. - The March 2025 Units Offering raised $1,643,211 from the sale of 547,737 units at a price of $3.00 per unit[119]. - The company plans to generate revenue through a base service fee and per-use fee model for healthcare providers and tailored agreements for pharmaceutical companies[112]. - Firefly's business model includes a licensing fee and a per-use fee based on volume, aiming for sustainable revenue growth[112]. - Revenue for the three months ended September 30, 2025, was $388, compared to $33 for the same period in 2024, representing an increase of $355, or 1,076%[137]. - Revenue for the nine months ended September 30, 2025, was $730, compared to $55 for the same period in 2024, representing an increase of $675, or 1,227%[146]. Expenses and Financial Performance - Cost of goods sold for the three months ended September 30, 2025, was $242, up from $nil in the same period of 2024, reflecting Evoke product sales and related operating costs[138]. - Research and development expenses for the three months ended September 30, 2025, were $378, a decrease of $500, or 57%, compared to $878 for the same period in 2024[140]. - Selling and marketing expenses for the three months ended September 30, 2025, were $265, a decrease of $166, or 39%, compared to $431 for the same period in 2024[141]. - General and administration expenses for the three months ended September 30, 2025, were $2,007, a decrease of $985, or 33%, compared to $2,992 for the same period in 2024[142]. - Impairment expenses for the three months ended September 30, 2025, were $152, compared to $nil for the same period in 2024, representing an increase of $152[143]. - Other income for the three months ended September 30, 2025, was $17, compared to $(21) for the same period in 2024, representing an increase of $38, or 543%[144]. - Cost of goods sold for the nine months ended September 30, 2025, was $267, up from $nil in the same period of 2024, reflecting Evoke product sales and related operating costs[147]. - General and administration expenses for the nine months ended September 30, 2025, were $4,968, an increase of $785, or 19%, compared to $4,183 for the same period in 2024, primarily due to additional D&O insurance costs[150]. Cash Flow and Financing - The company reported an accumulated deficit of $108,896 and negative cash flows from operating activities of $6,389 as of September 30, 2025[157]. - Net cash used in operating activities increased by $1,452, or 29%, to $6,389 for the nine months ended September 30, 2025, compared to $4,937 for the same period in 2024[162]. - Net cash used in investing activities surged by $2,064, or 515%, to $2,465 for the nine months ended September 30, 2025, primarily due to the acquisition of Evoke Neuroscience[163]. - Net cash provided from financing activities increased by $6,944, or 157%, to $11,369 for the nine months ended September 30, 2025, compared to $4,425 for the same period in 2024[164]. - The company issued 400,000 Units at a purchase price of $3.00 per Unit on June 16, 2025, raising a total of $1,200[165]. - The company raised $8,825 from the exercise of warrants to purchase 1,623,530 shares of common stock at various exercise prices during the week of February 21, 2025[170]. Strategic Initiatives - Firefly's products are FDA-510(k) cleared, enhancing neurological assessments and enabling early detection of neurophysiological deviations[111]. - The company aims to improve patient outcomes by establishing objective baseline measurements of brain function[115]. - Firefly's sales team is focused on targeted outreach and client engagement to drive adoption of its products in the medical community[112]. - The company emphasizes the importance of real-world use of its products, demonstrating improved response rates and reduced non-responder rates among patients[116]. - The company is collaborating with neuroscience drug development companies to support clinical strategies and enhance product commercialization[112]. Risks and Challenges - Management's plan to address substantial doubt about the company's ability to continue as a going concern includes disciplined operating expense management and targeted commercial expansion[158]. - The company faces risks related to machine learning model performance, regulatory guidance, and cybersecurity compliance, which could impact revenues and operations[171]. - Material weaknesses in internal controls over financial reporting were identified, with remediation efforts projected to be completed by Q1 2026[181]. - The company has no committed source of financing and may face challenges in raising funds to continue operations[172].

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 Neuroscience, Inc. (Exact name of registrant as specified in its charter) (State or othe ...

Financial Performance - Revenue for the three months ended March 31, 2025, was $43,000, compared to $12,000 for the same period in 2024, representing an increase of $31,000 or 258%[96] - Operating expenses totaled $2,108,000 for the three months ended March 31, 2025, compared to $1,103,000 in 2024, an increase of $1,005,000 or 91%[95] - Research and development expenses increased by $23,000 or 8%, totaling $312,000 for the three months ended March 31, 2025[97] - Selling and marketing expenses decreased by $41,000 or 16%, totaling $208,000 for the three months ended March 31, 2025[98] - General and administration expenses rose by $1,023,000 or 181%, totaling $1,588,000 for the three months ended March 31, 2025[99] - Net cash used in operating activities was $2,511,000 for the three months ended March 31, 2025, an increase of $1,192,000 or 90% compared to $1,319,000 in 2024[107] - Net cash provided from financing activities was $10,253,000 for the three months ended March 31, 2025, an increase of $9,308,000 or 985% compared to $945,000 in 2024[109] - The company reported a net loss of $12,930,000 for the three months ended March 31, 2025, compared to a net loss of $1,122,000 in 2024, an increase of $11,808,000[95] Business Development - The BNA Platform is in pre-commercial stages and is expected to launch in 2025, with no material additional development costs anticipated[79] - The company plans to generate revenue through two segments: use of the BNA Platform by U.S. neurologists and collaborations with pharmaceutical companies[79] - On April 30, 2025, the company acquired Evoke Neuroscience, Inc. for approximately $6 million, consisting of $3 million in cash and 857,149 shares valued at $3.50 each[84] - The company acquired all outstanding stock of Evoke for approximately $6,000,000, consisting of $3,000,000 in cash and 857,142 shares of common stock[101] - The company expects to incur significant costs for at least two to four years to commercialize and distribute its flagship product, the BNA Platform[102] Operational Expenses - Research and development expenses are expected to continue to be the largest component of operating expenses as the company updates and maintains the BNA Platform[88] - Selling and marketing expenses include employee-related costs and consulting fees, which are expected to increase as the company expands its market presence[89] - General and administrative expenses are anticipated to rise due to compliance with SEC and Nasdaq regulations, as well as increased investor relations costs[90] Product Impact - The BNA Platform aims to improve patient outcomes by providing objective baseline measurements of brain function, enhancing diagnostic accuracy[82] - The company is focused on building strong client relationships and driving adoption of the BNA Platform through follow-up efforts by its Neurological Team[81]

Financial Performance - Revenue for the year ended December 31, 2024, was $108,000, a decrease of $390,000 or 76% compared to $498,000 in 2023[380] - Cash used in operating activities was $6,155,000 in 2024, an increase of $3,983,000 or 183% from $2,172,000 in 2023[395] - Net cash provided from financing activities was $6,299,000 in 2024, up by $1,656,000 or 36% from $4,643,000 in 2023[397] - The company had an accumulated deficit of $87,084,000 as of December 31, 2024, raising substantial doubt about its ability to continue as a going concern[387] - The company expects to continue incurring negative cash flows from operations for the next 12 months while investing in sales, marketing, and R&D for the BNA Platform[389] Capital Raising - The company raised approximately $3.5 million from a private placement prior to the merger with WaveDancer, with the purchase price of each PIPE Share set at $4.25[358] - A total of $3,039,000 was raised from the private placement of 246,919 Series C units, sold at a combined purchase price of $12.31 per unit[359] - The company entered into a convertible promissory note agreement for $2,400,000, with a purchase price of $2,040,000, and issued 800,000 shares of common stock upon conversion[360] - The ELOC Purchase Agreement allows the company to sell up to $10,000,000 of common stock to Arena, providing flexibility in capital raising[361] - Subsequent to December 31, 2024, the company raised $10.4 million through the exercise of stock warrants and additional sales of common stock[388] Expenses - Research and development expenses increased by $1,213,000 or 164% to $1,954,000 in 2024, primarily due to management options vesting related to the Merger[381] - Selling and marketing expenses rose by $562,000 or 88% to $1,201,000 in 2024, driven by professional marketing services and brand awareness initiatives[382] - General and administration expenses increased by $3,937,000 or 179% to $6,133,000 in 2024, largely due to costs associated with the Merger and legal fees[383] - Impairment expenses for intangible assets were $874,000 in 2024, compared to nil in 2023, due to a change in management direction[385] BNA Platform Development - The BNA Platform is in pre-commercial stages with a planned commercial launch in 2025, targeting revenue generation through U.S. neurologists and pharmaceutical collaborations[353] - The BNA Platform aims to improve patient outcomes by providing objective assessments of brain function, addressing historical limitations in EEG adoption[354] - The company plans to enhance research and development expenses as it refines the BNA Platform and explores strategic partnerships[370] Marketing and Client Engagement - Selling and marketing expenses include employee-related costs and consulting fees, indicating a focus on client engagement and market penetration[371] - The company is focused on building strong client relationships through targeted outreach and personalized marketing efforts[353]

Financial Results - Firefly Neuroscience, Inc. reported financial results for Q3 2024, ending September 30, 2024[4]. - The report does not provide specific financial metrics or performance indicators in the extracted content[4]. Corporate Information - The company issued a press release on November 14, 2024, detailing its stockholder update[4]. - The trading symbol for Firefly Neuroscience, Inc. is AIFF, listed on the Nasdaq Capital Market[2]. - The company’s principal executive office is located at 1100 Military Road, Kenmore, NY 14217[1]. - Jon Olsen serves as the Chief Executive Officer of Firefly Neuroscience, Inc.[7]. Regulatory Compliance - The report is filed under Form 8-K, indicating compliance with the Securities Exchange Act of 1934[5]. - The company is not classified as an emerging growth company under the relevant regulations[3]. - The press release is included as Exhibit 99.1, which is not deemed "filed" under the Exchange Act[5]. - The document includes a cover page interactive data file formatted as Inline XBRL as Exhibit 104[6].

Financial Performance - Revenue for the three months ended September 30, 2024, was $33,000, compared to $23,000 for the same period in 2023, marking a 43% increase[13]. - The net loss for the three months ended September 30, 2024, was $4,289,000, compared to a net loss of $650,000 for the same period in 2023, indicating a 558% increase in losses[13]. - Basic and diluted loss per share for the three months ended September 30, 2024, was $(0.61), compared to $(0.18) for the same period in 2023[13]. - The net loss for the third quarter of 2024 is reported at $6.675 million, compared to a net loss of $1.526 million for the same period in 2023[15]. - For the nine months ended September 30, 2024, Firefly Neuroscience reported a net loss of $6,675,000, compared to a net loss of $1,526,000 for the same period in 2023, indicating a significant increase in losses[18]. - The total net loss for the nine months ended September 30, 2024, was $(6,675,000), compared to $(1,526,000) for the same period in 2023, reflecting a 338.5% increase in losses[13]. Expenses - Operating expenses for the three months ended September 30, 2024, totaled $4,301,000, a significant rise from $670,000 in the prior year, reflecting a 541% increase[13]. - Research and development expenses for the three months ended September 30, 2024, were $878,000, up from $392,000 in the same period last year, representing a 124% increase[13]. - Selling and marketing expenses rose to $431,000 for the three months ended September 30, 2024, compared to $95,000 in the prior year, a 354% increase[13]. - General and administration expenses surged to $2,992,000 for the three months ended September 30, 2024, compared to $183,000 in the same period of 2023, an increase of 1,533.9%[13]. - Total expenses for the three months ended September 2024 were $878 million, up from $392 million in the same period in 2023, indicating a 124% increase[97]. - Research and development expenses for the nine months ended September 30, 2024, were $973 million, compared to $399 million for the same period in 2023, reflecting a 144% increase[98]. - General and administration expenses for the nine months ended September 30, 2024, were $4,183,000, an increase of $3,304,000 or 376% from $879,000 in the same period of 2023[129]. Assets and Liabilities - As of September 30, 2024, total assets increased to $5,311,000 from $2,641,000 as of December 31, 2023, representing a growth of 101%[9]. - Total liabilities remained relatively stable at $2,535,000 as of September 30, 2024, compared to $2,532,000 as of December 31, 2023[9]. - Shareholders' equity increased to $2,776,000 as of September 30, 2024, from $109,000 as of December 31, 2023, reflecting a substantial growth in equity[10]. - The company reported an accumulated deficit of $83,299,000 as of September 30, 2024, compared to $76,624,000 at the end of 2023[29]. - The company has no material off-balance sheet arrangements that could materially affect its financial condition[135]. Cash Flow - The net cash used in operating activities for the nine months ended September 30, 2024, was $4,937,000, up from $1,662,000 in the prior year, reflecting a worsening cash flow situation[18]. - The balance of cash at the end of the period was $1,230,000, an increase from $893,000 at the end of the same period in 2023[18]. - Net cash used in investing activities for the nine months ended September 30, 2024, was $401,000, compared to no cash used in the same period in 2023, primarily due to investments in the next generation of the BNA Platform[138]. - Net cash provided from financing activities was $4,425,000 for the nine months ended September 30, 2024, representing an increase of $1,928,000 or 77% compared to $2,497,000 for the same period in 2023, mainly due to secured private financing related to the Merger[140]. Capital Raising and Financing - The company raised $3,448,000 through private placement and $945,000 from the sale of shares, net of issuance costs, during the nine months ended September 30, 2024[18]. - The company is actively negotiating further funding with existing and new investors to raise additional capital to strengthen liquidity[29]. - The company has taken measures to strengthen liquidity, including negotiating further funding and implementing cost control measures[29]. - The company issued shares for consulting services amounting to $209 thousand and for prepaid services totaling $2.440 million during the period[15]. Strategic Initiatives - Firefly Neuroscience has implemented cost control measures to reduce operational cash burn and is focused on commercializing products to generate recurring sales[29]. - The BNA Platform, developed over 15 years with an investment of approximately $60 million, aims to improve brain health outcomes for patients with mental illnesses[105]. - The BNA Platform is expected to be commercially launched in the first half of 2025, with no material additional development costs anticipated[106]. - The company plans to generate revenue through the use of the BNA Platform by U.S. neurologists and collaborations with pharmaceutical companies[106]. - The company expects to continue incurring negative cash flows from operations over the next 12 months while investing in sales, marketing, and research and development of the BNA Platform[131]. - The company anticipates significant costs for at least two to four years to commercialize and distribute its products, requiring substantial capital to support ongoing operations before achieving profitability[132]. Shareholder Information - The balance of common stock increased to 8,476,202 shares as of September 30, 2024, reflecting a significant increase from previous periods[15]. - The weighted average number of shares outstanding increased to 7,080,897 for the three months ended September 30, 2024, from 3,678,906 in the same period of 2023[13]. - Following the merger, there were 7,472,555 shares of the New Firefly Common Stock outstanding as of August 12, 2024[27]. - The company issued 86,953 Series C Units during the nine-month period ended September 30, 2024, generating aggregate gross proceeds of $1,070, with associated costs of $125[54]. Contingent Liabilities - The company has a contingent liability estimated at $5,702 as of September 30, 2024, related to royalties owed to the Israeli Innovation Authority based on future sales of products[50]. - The company has not recognized any liability for royalties as of September 30, 2024, due to the uncertainty of commercialization outcomes[50].

As filed with the Securities and Exchange Commission on September 26, 2024 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 | (Primary Standard Industrial | (IRS Employer | | incorporation or organization ...

Financial Performance - Total revenue for Q2 2024 was $1,903,602, a decrease of $121,020 or 6.0% compared to Q2 2023[131] - Professional services revenue decreased by $93,860 or 4.8% to $1,874,097 in Q2 2024 from $1,967,957 in Q2 2023[131] - Gross profit for Q2 2024 was $682,695, a decrease of $22,318 or 3.2% from $705,013 in Q2 2023[132] - Operating loss from continuing operations was $382,070 in Q2 2024, compared to operating income of $493,116 in Q2 2023, a decrease of $875,186[134] - Total revenue for the six months ended June 30, 2024, was $3,818,975, a decrease of $365,770 or 8.7% from the prior year[136] - Professional services revenue for the six months ended June 30, 2024, decreased by $311,449 or 7.6% to $3,759,966[136] - Gross profit for the six months ended June 30, 2024, increased by $20,142 or 1.5% to $1,381,953[137] - Operating loss from continuing operations for the six months ended June 30, 2024, was $1,056,041, an increase of $594,427 or 128.8% from the prior year[140] - For the six months ended June 30, 2024, the company reported a net loss from continuing operations of $1,056,041[145] Expenses and Cost Management - Significant reductions in SG&A expenses were noted, totaling $2,437,994 for the six months ended June 30, 2024, down $827,899 from $3,265,893 in the prior year[139] Cash Flow and Financial Position - As of June 30, 2024, the company had a net working capital deficit of $746,040, with cash and cash equivalents totaling $244,137[145] - The company anticipates cash usage from operations to be between $1.0 million to $1.5 million over the next twelve months[146] - The company expects to continue incurring negative cash flows from operations while investing in sales, marketing, and research and development of the next generation BNA Platform[147] - Significant costs are expected for at least two to four years to commercialize and distribute the BNA Platform, raising doubts about the company's ability to continue as a going concern[148] - The company plans to finance operations through equity sales, debt financing, or other sources until adequate revenues are generated[149] Development and Future Outlook - The BNA Platform is positioned for commercial launch, having taken 15 years and an investment of approximately $60 million to develop[126] Legal and Regulatory Matters - There were no changes in the company's internal control over financial reporting during the quarter ended June 30, 2024[152] - The merger on August 12, 2024, will affect the company's control environment and future reporting[153] - The company has no pending legal proceedings against it[156]

Company Overview - WaveDancer, Inc. will change its name to Firefly Neuroscience, Inc. as part of a merger agreement with Firefly Neuroscience, Inc. and FFN Merger Sub, Inc. [1][6] - Firefly Neuroscience Inc. focuses on medical technology, specifically developing diagnostic and treatment approaches for mental illnesses and cognitive disorders using its FDA-510(k) cleared Brain Network Analytics (BNA™) software platform [5] Reverse Stock Split Details - The company intends to implement a reverse stock split at a ratio of one post-split share for every three pre-split shares, effective at 12:01 p.m. on August 12, 2024 [1][3] - The number of outstanding shares will decrease from approximately 2,013,180 to about 671,060 shares, with adjustments for fractional shares [4] - Stockholders will not need to exchange existing stock certificates, as shares held in brokerage accounts will be automatically adjusted [3][4] Stockholder Impact - The reverse stock split will uniformly affect all stockholders, maintaining their percentage interest in the company's equity, except for fractional shares which will be rounded up [4] - Proportional adjustments will be made to equity awards, convertible preferred stock, and warrants in line with the reverse stock split [4] Future Operations - Following the merger, WaveDancer's current business will be sold, and the company will solely focus on advancing the Firefly business [6]

Mergers and Acquisitions - The Company entered into a merger agreement with Firefly Neuroscience, Inc. in an all-stock transaction, expected to close in late May or early June 2024[25] - The Company plans to sell its Tellenger subsidiary to WaveTop Solutions, Inc. as part of the merger[25] - The merger agreement includes the sale of Tellenger subsidiary for $1.5 million in cash, which is expected to contribute to the company's liquidity[91] - The company entered into a merger agreement with Firefly Neuroscience, Inc. in November 2023, contingent upon shareholder approval and other closing conditions[91] Financial Performance - Total revenue for the three months ended March 31, 2024, was $1,915,372, a decrease of 11.3% from $2,160,123 in the same period of 2023[50] - Professional services revenue decreased by $217,591 or 10.3%, from $2,103,458 in Q1 2023 to $1,885,867 in Q1 2024[99] - Gross profit increased by $42,460 or 6.5%, to $699,258 for Q1 2024, with professional services gross profit as a percentage of revenue rising from 31.2% to 37.1%[100] - Operating loss from continuing operations improved by $280,759 or 29.4%, from a loss of $954,730 in Q1 2023 to a loss of $673,971 in Q1 2024[102] - The company generated a net loss from continuing operations of $673,950 for the quarter ended March 31, 2024, with a net working capital deficit of $480,073[106] Revenue Sources - The Company reported that its prime contracts with U.S. government agencies represented 8.9% of revenue for the three months ended March 31, 2024, while subcontracts under federal procurements accounted for 91.1%[34] - Three subcontracts under federal procurements represented 29.0%, 23.0%, and 17.0% of revenue, respectively, during the same period[34] - Revenue from services under time and materials arrangements was $1,654,001, accounting for 86.4% of total revenue, compared to 87.1% in the prior year[50] Assets and Liabilities - Accounts receivable as of March 31, 2024, totaled $776,025, down from $1,117,862 as of December 31, 2023[52] - The Company’s accounts receivable included receivables from three subcontracts that represented 24.0%, 20.7%, and 14.0% of outstanding accounts receivable, respectively[36] - Contract liabilities decreased to $85,035 as of March 31, 2024, from $114,540 at the end of 2023, with $55,531 recognized as revenue during the quarter[53] - Deferred costs of revenue were reported at $58,658 as of March 31, 2024, down from $87,988 at the end of 2023[54] - Cash equivalents, primarily in money market funds, were valued at $330,593 as of March 31, 2024, down from $631,258 at the end of 2023[60] - As of March 31, 2024, net identifiable intangible assets totaled $961,478, down from $1,005,539 as of December 31, 2023, reflecting a decrease of approximately 4.4%[65] Stock and Compensation - The company executed a reverse stock split at a ratio of one-for-ten on October 18, 2023, reducing issued and outstanding shares from approximately 19.8 million to about 1.98 million[27] - Total compensation expense related to stock-based compensation plans was $113,780 for the three months ended March 31, 2024, compared to $288,172 for the same period in 2023, indicating a decrease of approximately 60.6%[70] - The company sold no shares of common stock during the three months ended March 31, 2024, while it sold 7,429 shares at an average price of $7.20 per share in the same period of 2023, generating net proceeds of $53,453[76] Tax and Financial Health - The effective tax rate for the company was 0% for both the three months ended March 31, 2024 and 2023, primarily due to a full valuation allowance against all deferred tax assets[77] - The company has experienced operating losses in four of the last five years, raising concerns about future profitability[81] - The company is seeking a short-term extension on its new line of credit, which has a maximum availability of $500,000 and expires on May 16, 2024[72] - The company has no allowances for doubtful accounts recognized as of March 31, 2024, indicating no uncollectible accounts[51] Business Operations - The company has modernized over 100 million lines of COBOL code for over 35 governmental and commercial customers, showcasing its expertise in software modernization[87] - The company is focused on enterprise IT solutions, particularly in system modernization, cloud-based solutions, and cybersecurity protection[85] - The company anticipates using $1.0 million to $1.5 million in operating activities over the next twelve months[109] - The company is focusing on closing the merger and must have Parent Net Cash of no less than zero on the closing date[107] - If the merger does not close, the company may consider ceasing to be a reporting company, raising capital through private placement, or selling its business to satisfy liabilities[108]