WaveDancer Encourages Stockholders to Vote FOR the Proposals in Advance of the March 14, 2024 Special Meeting
- None.
- None.
Insights
WaveDancer's emphasis on securing stockholder votes for the merger with Firefly Neuroscience highlights the strategic importance of this move for the company. The merger is portrayed as a critical step in delivering long-term value to stockholders, suggesting that it could be a transformative event with the potential to reshape the company's future prospects. The call to action suggests urgency, indicating that the outcome of this vote could significantly impact WaveDancer's operational and financial strategies, including its ability to raise funds. The potential risks associated with not securing approval, such as asset sales at suboptimal prices and the threat of Nasdaq delisting, underline the high stakes involved. Investors should carefully consider how the merger aligns with their expectations for the company's growth trajectory and risk profile.
From a market perspective, the proposed merger and subsequent fundraising efforts could indicate WaveDancer's commitment to expanding its capabilities and market reach, potentially entering new segments or enhancing its competitive position. The merger with Firefly Neuroscience could signal a strategic pivot or diversification, which may appeal to investors looking for growth in the biotech and neuroscience sectors. However, the market's response to such corporate actions can be mixed, depending on the perceived synergies and integration challenges. Investors would benefit from an analysis of past mergers in similar industries to gauge potential outcomes. Additionally, the mention of a possible Nasdaq delisting raises concerns about liquidity and volatility of the stock, which could influence investor sentiment and the stock's market performance in the short term.
The communication underscores the legal process of stockholder voting and the importance of following the proper channels to ensure that votes are counted. The potential legal ramifications of not achieving the necessary stockholder approval for the merger could involve complex negotiations or restructuring efforts. It's crucial for investors to understand the legal framework governing mergers and acquisitions, including the fiduciary duties of the Board of Directors to act in the best interest of the stockholders. The Board's explicit encouragement to vote in favor of the proposals also raises questions about the balance between guiding stockholders and exerting undue influence on the voting process. Investors should be aware of the legal standards and precedents that apply to such corporate governance matters.
Most stockholders can vote via proxyvote.com or by calling 1-800-690-6903.
FAIRFAX, Va., March 11, 2024 (GLOBE NEWSWIRE) -- WaveDancer, Inc. (Nasdaq: WAVD) encourages its stockholders to participate actively by casting their vote now for the upcoming meeting of stockholders on March 14, 2024.
The Board of Directors emphasizes the importance of this stockholders' vote, specifically urging a positive vote FOR each proposal contained in the proxy, a copy of which can be found at https://ir.wavedancer.com/sec-filings/all-sec-filings#document-1092-0001437749-24-003424-2.
The Company believes a vote FOR each proposal is important for several reasons:
- Consummation of the Merger with Firefly Neuroscience is critical in WaveDancer's effort to deliver long-term value to its stockholders.
- Increased Ability for Potential Fundraising: Stockholder Approval will facilitate the joint effort between WaveDancer and Firefly to conduct a successful fundraising effort to close the transaction.
- Failure to secure approval for the proposals may hinder management's ability to execute its strategy, potentially forcing consideration of selling company assets at less-than-optimal prices, to the potential detriment of stockholders. A Nasdaq delisting could complicate stockholders' ability to trade our common stock, impacting its price and affecting your ability to buy or sell when desired.
“The Board and I firmly believe that voting FOR each of the proposals is in the best long-term interest of the company’s stockholders,” said Jamie Benoit, CEO of WaveDancer. “But even if you don’t want to vote FOR, what’s most important is that you vote. We want as many stockholder voices accounted for as possible.”
How to vote:
Stockholders of record as of February 1, 2024, can vote or change their vote using the instructions in the proxy materials received via email or mail beginning around February 8, 2024.
With your proxy control number most stockholders can vote via proxyvote.com or by calling 1-800-690-6903.
If you’re having trouble voting these troubleshooting tips may help you:
- If you have not received or located your proxy materials, contact your brokerage firm or similar organization for your proxy control number. You may also contact WaveDancer at investors@wavedancer.com.
- If you’re signed up for electronic delivery and haven’t received an email, check your Spam folder or search for an email from id@proxyvote.com or WaveDancer.
- If you still can’t locate your proxy control number, contact your broker. If you are a registered holder, you can contact WaveDancer at investors@wavedancer.com.
Voting will remain open until the meeting of stockholders is adjourned on March 14, 2023.
We urge you to vote TODAY.
Additional Information About the WaveDancer/Firefly Merger and Where to Find It
As previously announced, November 15, 2023, WaveDancer, FFN Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of WaveDancer (“Merger Sub”), and Firefly, entered into an Agreement and Plan of Merger (as amended by that certain Amendment No. 1, dated as of January 12, 2024, and as may be further amended from time to time, the “Merger Agreement”), which provides for, among other things, the merger of Merger Sub with and into Firefly, with Firefly continuing as the surviving corporation and a wholly-owned subsidiary of WaveDancer (following the consummation of the merger and the name change described below, the “combined company”), on the terms and conditions set forth in the Merger Agreement. WaveDancer has filed with the SEC the Registration Statement, which includes a preliminary proxy statement/prospectus of WaveDancer, which will be both the proxy statement to be distributed to WaveDancer’s stockholder in connection with the solicitation of proxies for the vote by WaveDancer’s stockholders with respect to the Merger Agreement, including the transactions contemplated thereby (the “Transaction”) and related matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the Transaction. WaveDancer is mailing a definitive proxy statement/prospectus and other relevant documents to its stockholders. WaveDancer’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and definitive proxy statement/prospectus in connection with WaveDancer’s solicitation of proxies for its stockholders’ meeting to be held to approve the Transaction and related matters, because the proxy statement/prospectus will contain important information about WaveDancer, Firefly and the proposed Transaction.
A special meeting of WaveDancer’s stockholders to approve the merger will be held on March 14, 2024.
The registration statement containing the proxy statement, prospectus, and proposals to be considered is available without charge through the SEC's website at www.sec.gov or at www.wavedancer.com.
The combined company's common stock is anticipated to be listed on NASDAQ under the ticker symbol "AIFF."
About Firefly
Firefly Neuroscience Inc. is a medical technology company that has developed its FDA-510(k) cleared Brain Network Analytics (BNA™) software platform and is focused on advancing diagnostic and treatment approaches for people suffering from mental illnesses and cognitive disorders, including depression, dementia, anxiety disorders, concussions, and attention-deficit/hyperactivity disorder. Brain Network Analytics (BNA™) is a scalable platform built on the company's extensive proprietary database of standardized, high-definition EEG recordings, including behavioral data. Firefly's biomarker discovery AI platform further exploits the database to discover useful biomarkers for clinicians and pharmaceutical companies. With a focus on developing state-of-the-art technologies that bridge the gap between neuroscience and clinical practice, Firefly Neuroscience Inc. is dedicated to transforming brain health by advancing diagnostic and treatment approaches. For more information please visit: https://fireflyneuro.com.
About WaveDancer
WaveDancer, based in Fairfax, VA, has been servicing federal and commercial customers since 1979. The Company is in the business of developing and maintaining information technology (“IT”) systems, modernizing client information systems, and performing other IT-related professional services to government and commercial organizations. https://wavedancer.com. In connection with the merger, WaveDancer’s current business will be sold and WaveDancer, which intends to change its name to Firefly Neuroscience, will solely advance the current Firefly business.
Additional Information
This press release may be deemed to be solicitation material with respect to the proposed transactions between WaveDancer and Firefly. This press release is not a substitute for the Registration Statement, definitive proxy statement/prospectus, or any other documents that WaveDancer may file with the SEC or send to security holders in connection with the proposed transaction.
Investors and security holders may obtain free copies of the documents filed with the SEC, once available, on WaveDancer’s website at www.wavedancer.com, or on the SEC’s website at www.sec.gov.
Participants in the Solicitation
Each of WaveDancer, Firefly and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of WaveDancer in connection with the proposed transactions. Information about the executive officers and directors of WaveDancer is set forth in s The Registration Statement. Other information regarding the interests of such individuals, who may be deemed to be participants in the solicitation of proxies for the stockholders of WaveDancer, is set forth in the combined Registration/Proxy Statement as initially filed and subsequently amended. You may obtain free copies of these documents as described above.
Cautionary Statements Regarding Forward-Looking Statements
This press release contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words and phrases such as “aims,” “anticipates,” “believes,” “could,” “designed to,” “estimates,” “expects,” “forecasts,” “goal,” “hopes,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will,” and variations of these words and phrases or similar expressions that are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the proposed merger between WaveDancer and Firefly, including whether and when the transactions will be consummated; and other statements that are not historical fact. The timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation: (i) the risk that the conditions to the closing of the proposed transactions are not satisfied, including the failure to timely obtain stockholder approval for the transactions, if at all; (ii) uncertainties as to the timing of the consummation of the proposed transactions and the ability of each of WaveDancer and Firefly to consummate the proposed merger; and (iii) risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance Firefly’s products, clinical and pharmaceutical programs. These and other risks and uncertainties are more fully described in the Registration/Proxy Statement You should not place undue reliance on these forward-looking statements, which are made only as of the date hereof or as of the dates indicated in the forward-looking statements. Except as required by law, WaveDancer expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.
Contact Information
WaveDancer
Tim Hannon, CFO
Investors@WaveDancer.com
Firefly
Paul Krzywicki, CFO
1-888-237-6412
FAQ
How can WaveDancer stockholders participate in the upcoming meeting?
What is the importance of the Merger with Firefly Neuroscience according to WaveDancer?
How can stockholders vote if they have not received proxy materials?
When is the deadline for voting in the upcoming meeting?
