AIFF
Firefly Neuroscience, INC
NASDAQ
8-K/A: Firefly Neuroscience Amends 8-K Filing to Include Auditor's Report and Restates Private Placement Details
Sentiment:
8-K/A Amendment
16 September 2024 9:11 AM
Firefly Neuroscience has amended its previous 8-K filing to include the independent auditor's report and to restate details of a private placement that closed on August 12, 2024.
Worse than expected
The company's net loss of $2.603 million in 2023 and $3.904 million in 2022 is worse than expected.
The auditor's report expressing substantial doubt about the company's ability to continue as a going concern is worse than expected.
Capital raise
The company completed a private placement on August 12, 2024, raising approximately $3.5 million.
The company is negotiating further funding with existing and new investors to raise additional capital.
Summary
- Firefly Neuroscience filed an amendment to its original 8-K report to include the auditor's report for the year ended December 31, 2023, which was previously omitted.
- The amendment also restates the details of a private placement that closed on August 12, 2024, which involved the issuance of shares, pre-funded warrants, and warrants.
- The private placement generated gross proceeds of approximately $3.5 million before deducting offering expenses.
- The company's financial statements for 2023 and 2022 show a net loss of $2.603 million and $3.904 million respectively.
- The company had revenue of $498,000 in 2023, compared to no revenue in 2022.
- The company's total assets were $2.641 million as of December 31, 2023, compared to $135,000 in 2022.
- The company's accumulated deficit was $76.624 million as of December 31, 2023, compared to $74.021 million in 2022.
- The company's auditor has raised concerns about the company's ability to continue as a going concern due to recurring losses and negative cash flow.
Sentiment
Score: 3
Explanation: The document contains significant negative indicators, including substantial losses, a going concern warning, and reliance on private placements. While there is some positive movement in revenue, the overall financial health and future viability of the company are concerning.
Highlights
- The 8-K/A filing includes the missing independent auditor's report for the year ended December 31, 2023.
- A private placement closed on August 12, 2024, generating approximately $3.5 million in gross proceeds.
- The private placement involved the issuance of 3,069,287 shares, pre-funded warrants for 4,849,265 shares, and warrants for 7,918,552 shares.
- The company reported a net loss of $2.603 million for 2023 and $3.904 million for 2022.
- Revenue for 2023 was $498,000, a significant increase from no revenue in 2022.
- The company's total assets increased substantially from $135,000 in 2022 to $2.641 million in 2023.
- The company's accumulated deficit increased from $74.021 million in 2022 to $76.624 million in 2023.
- The auditor's report expresses substantial doubt about the company's ability to continue as a going concern.
Positives
- The company generated $498,000 in revenue in 2023, a significant improvement from no revenue in 2022.
- The company successfully raised approximately $3.5 million through a private placement.
- Total assets increased significantly from $135,000 in 2022 to $2.641 million in 2023.
Negatives
- The company experienced a net loss of $2.603 million in 2023 and $3.904 million in 2022.
- The company has an accumulated deficit of $76.624 million as of December 31, 2023.
- The auditor has expressed substantial doubt about the company's ability to continue as a going concern.
- The company has recurring losses and negative cash flow from operations.
Risks
- The company's ability to continue as a going concern is in doubt due to recurring losses and negative cash flow.
- The company is dependent on raising additional capital to fund operations.
- The company's accumulated deficit is substantial and continues to grow.
- The company's future success is dependent on the commercialization of its BNA platform.
Future Outlook
The company expects to complete the merger with WaveDancer in 2024 and will focus on commercializing its BNA platform. The company is also negotiating further funding with existing and new investors and taking cost control measures to reduce operational cash burn.
Management Comments
- Management has a reasonable expectation that the Company can continue raising additional equity capital to continue in operational existence for the foreseeable future.
Industry Context
The company operates in the medical device and technology sector, specifically focusing on neuro-physiological analysis. The merger with WaveDancer is intended to provide the company with the resources to further develop and commercialize its BNA platform. The company's focus on AI-driven solutions aligns with current trends in the healthcare industry.
Comparison to Industry Standards
- It is difficult to compare Firefly directly to industry standards due to its unique technology and early stage of commercialization.
- However, the company's financial performance is significantly below that of established medical device companies, which typically have higher revenue and lower losses.
- For example, companies like Medtronic or Boston Scientific have established revenue streams and are profitable, while Firefly is still in the development and commercialization phase.
- The company's reliance on private placements for funding is also not typical of more mature companies in the sector, which often have access to public markets or venture capital.
- The going concern warning from the auditor is a significant concern and is not typical of established companies in the medical device industry.
Stakeholder Impact
- Shareholders face significant risk due to the company's financial instability and going concern warning.
- Employees may be concerned about the company's future viability and job security.
- Customers may be hesitant to engage with the company due to its financial challenges.
- Suppliers and creditors face increased risk of non-payment due to the company's financial difficulties.
Next Steps
- The company will continue to develop and commercialize its BNA platform.
- The company will seek further funding from existing and new investors.
- The company will complete the merger with WaveDancer.
- The company will take cost control measures to reduce operational cash burn.
Related Party Transactions
- The company had related party payables of $175,000 as of December 31, 2023.
- The company incurred $222,000 in officers consulting fees in 2023.
- The company issued 284,964 shares of common stock to a related party for consulting services.
- The company granted options to purchase 2,776,861 shares to related parties.
Key Dates
- 2022-01-27: Holders of preferred stock voted to convert their shares into common stock of Firefly Neuroscience Ltd.
- 2022-04-21: Elminda Inc. was incorporated in the State of Delaware.
- 2022-05-24: Holders of the majority of shares of common stock of Firefly Neuroscience Ltd. voted to exchange their shares for shares in the Company.
- 2022-07-05: Elminda Ltd. became a subsidiary of Elminda Inc. via a share exchange agreement.
- 2022-07-05: Firefly Neuroscience, Inc. became an issuer of common and preferred shares.
- 2022-09-15: Elminda Inc. changed its name to Firefly Neuroscience Inc.
- 2022-10-24: Elminda Ltd. changed its name to Firefly Neuroscience Ltd.
- 2022-11-23: The Company completed a reverse share split on a ratio of 1:750.
- 2023-11-16: WaveDancer, Inc. announced a merger agreement with Firefly Neuroscience, Inc.
- 2024-01-12: The Merger Agreement was amended to update certain terms.
- 2024-07-26: Firefly entered into a securities purchase agreement for a private placement.
- 2024-08-12: The private placement closed, and the original 8-K was filed.
- 2024-08-12: Date of the earliest event reported in the original 8-K.
- 2024-09-16: Date of the amended 8-K/A filing.
Keywords
Firefly Neuroscience, 8-K/A, Audited Financial Statements, Private Placement, Going Concern, Merger, Warrants, Shares, Neuroscience, BNA Platform
AIFF
Firefly Neuroscience, INC
NASDAQ
Sector: TBD
Filings with Classifications
Worse than expected
3 April 2025 6:01 AM
Annual Report (Form 10-K)
- The company's revenue decreased significantly compared to the previous year.
- The company's operating expenses increased substantially.
- The company's auditor expressed substantial doubt about its ability to continue as a going concern.
Capital raise
3 April 2025 6:01 AM
Annual Report (Form 10-K)
- The company is actively pursuing additional capital through equity or debt financings.
- The company entered into an ELOC Purchase Agreement with Arena, pursuant to which Arena has committed to purchase up to $10 million of the company's common stock.
- The company completed a private placement of units for $547,737 on March 28, 2025.
Capital raise
14 February 2025 4:49 PM
8-K Filing
- The document references the issuance of common stock pursuant to purchase agreements with Helena Special Opportunities LLC and Arena Business Solutions Global SPC II, Ltd.
- The issuance includes the conversion of a convertible note and the exercise of a warrant issued to Helena.
Capital raise
7 February 2025 4:50 PM
S-1 Filing
- The company may receive proceeds from the cash exercise of the December 2024 Warrant.
- The company may receive up to US$10,000,000 in aggregate gross proceeds under the ELOC Purchase Agreement from sales of its Common Stock it may elect to make to Arena pursuant to the ELOC Purchase Agreement after the date of this prospectus.
Capital raise
29 January 2025 6:19 AM
Registration Statement Amendment
- The company has entered into an equity line of credit agreement with Arena Business Solutions Global SPC II, Ltd, which allows the company to direct Arena to purchase up to $10,000,000 in shares of common stock.
- The company has also issued a convertible promissory note to Helena Special Opportunities LLC in the principal amount of $2,400,000.
Capital raise
21 January 2025 9:10 AM
Proxy Statement
- The company is seeking approval to issue more than 20% of its common stock to Helena Special Opportunities LLC, including upon conversion of a convertible note and exercise of a warrant.
- The company is also seeking approval to issue more than 20% of its common stock to Arena Business Solutions Global SPC II, Ltd, under a Purchase Agreement.
- The company entered into a Securities Purchase Agreement with Helena for a convertible promissory note of $2,400,000, including a $360,000 original issue discount, and a warrant to purchase 800,000 shares at $4.00 per share.
- The company also entered into a Purchase Agreement with Arena for an equity line of credit of up to $10,000,000, with a commitment fee of $300,000.
Capital raise
23 December 2024 4:30 PM
Financing Announcement
- The company has secured a $2.4 million convertible note from Helena Special Opportunities LLC.
- The company has also entered into a $10 million equity line of credit agreement with Arena Business Solutions Global SPC II, Ltd.
Worse than expected
4 December 2024 6:16 AM
S-1/A Filing
- The company has a negative stockholders equity of $2,776,000 as of September 30, 2024.
- The company has incurred significant losses from operations.
- The company's financial statement footnotes include disclosure regarding the substantial doubt about its ability to continue as a going concern.
Capital raise
4 December 2024 6:16 AM
S-1/A Filing
- The company has raised approximately $3.5 million in a private placement.
- The company has raised $3,039,000 in a Series C financing.
- The company expects to receive proceeds from the exercise of warrants.
- The company may need to raise additional capital in the future.
Worse than expected
14 November 2024 5:26 PM
Quarterly Report
- The company's net loss increased significantly compared to the same periods in the previous year.
- The company's revenue decreased significantly for the nine months ended September 30, 2024, compared to the same period in 2023.
- The company's operating expenses increased substantially due to the merger and related costs.
Capital raise
14 November 2024 5:26 PM
Quarterly Report
- The company has been negotiating further funding with existing and new investors to raise additional capital.
- The company completed a private placement transaction (the PIPE) on August 12, 2024, raising approximately $3.5 million.
- The company issued 86,953 Series C Units and received aggregate gross proceeds of $1,070 during the nine months period ended September 30, 2024.
Capital raise
27 September 2024 6:22 AM
S-1 Filing
- The company may be unable to raise additional capital, which could harm its ability to compete.
- The company expects to expend significant capital to launch its commercialization program for the BNA Platform, build its brand, and continue to improve its product offerings.
Worse than expected
27 September 2024 6:22 AM
S-1 Filing
- The company is in the development stage with minimum revenues and has no operating history in the broad commercialization of medical devices or platforms for consumer use.
- The financial statement footnotes include disclosure regarding the substantial doubt about the company's ability to continue as a going concern.
Worse than expected
16 September 2024 9:11 AM
8-K/A Amendment
- The company's net loss of $2.603 million in 2023 and $3.904 million in 2022 is worse than expected.
- The auditor's report expressing substantial doubt about the company's ability to continue as a going concern is worse than expected.
Capital raise
16 September 2024 9:11 AM
8-K/A Amendment
- The company completed a private placement on August 12, 2024, raising approximately $3.5 million.
- The company is negotiating further funding with existing and new investors to raise additional capital.
Capital raise
20 August 2024 6:01 AM
Corporate Governance Update
- The Executive Chairman's performance bonus is directly tied to the success of a capital raise.
- The document mentions a 'Successful Financing' as a condition for the performance bonus, indicating a potential capital raise is being planned.
Worse than expected
19 August 2024 5:17 PM
Quarterly Report
- The company's operating loss increased compared to the same period last year, primarily due to the absence of a litigation settlement gain that occurred in the prior year.
- The company's revenue decreased compared to the same period last year, indicating a decline in business activity.
- The company's cash position is weak, and it is dependent on raising additional capital to continue operations.
Capital raise
19 August 2024 5:17 PM
Quarterly Report
- The company is negotiating further funding with existing and new investors to raise additional capital.
- On July 26, 2024, Firefly 2023 entered into a securities purchase agreement for a private placement of shares and warrants for gross proceeds of approximately $3.5 million.
- The private placement closed on August 12, 2024, substantially contemporaneous with the consummation of the Merger.
Capital raise
14 August 2024 5:24 PM
8-K Filing
- The company completed a private placement on August 12, 2024, raising approximately $3.5 million in gross proceeds.
- The company issued 3,069,287 shares of common stock and pre-funded warrants to purchase up to 4,849,265 shares of common stock.
- The company also issued warrants to purchase up to 7,918,552 shares of common stock in the private placement.
- The company may need to raise additional capital in the future to support its operations.
Worse than expected
14 August 2024 5:24 PM
8-K Filing
- The company's revenue was significantly lower than the previous year, indicating a decline in sales.
- The company's net losses increased substantially compared to the previous year, indicating a worsening financial situation.
- The company's operating expenses increased significantly, further contributing to the increased losses.
Better than expected
12 August 2024 4:50 PM
Merger Announcement
- The merger provides Firefly with access to public markets and additional capital, which is better than the company's previous position.
Capital raise
12 August 2024 4:50 PM
Merger Announcement
- A private placement offering with certain institutional investors of common stock (or common stock equivalents) and five-year common stock purchase warrants closed substantially contemporaneously with the merger.
- The gross proceeds to the Company from the offering were approximately $3.5 million, before deducting offering expenses payable by the Company.
Capital raise
29 July 2024 9:22 AM
Merger Financing Announcement
- The company is raising approximately $3.5 million through a private placement.
- The private placement involves the issuance of common stock or pre-funded warrants and warrants to purchase common stock.
- The purchase price is $0.442 per share and accompanying warrant, or $0.4419 per pre-funded warrant.
Delay expected
21 June 2024 6:13 AM
Merger Amendment
- The merger deadline has been extended from the original date to July 15, 2024, with a possible further extension to August 15, 2024.
Capital raise
21 June 2024 6:13 AM
Merger Amendment
- Parent anticipates issuing shares and warrants in consideration of funds the Company intends to raise to consummate the Merger.
- The Company intends to raise funds to complete the merger.
Delay expected
13 June 2024 12:39 PM
Debt Agreement
- The maturity date of the loan was extended from May 16, 2024, to July 16, 2024.
Worse than expected
22 May 2024 4:00 PM
8-K Filing
- The resignation of an auditor is generally viewed negatively by the market.
- The going concern qualification in previous audit reports indicates potential financial instability.
Worse than expected
14 May 2024 4:00 PM
Quarterly Report
- The company's revenue decreased by 11.3% year-over-year, indicating a decline in business activity.
- The company has a net working capital deficit and is facing potential liquidity issues.
- The company's line of credit is expiring, and there is no guarantee of an extension.
Capital raise
14 May 2024 4:00 PM
Quarterly Report
- The company may need to raise additional capital if the merger with Firefly does not close.
- The company is considering raising capital through private placement, which could be highly dilutive.
Capital raise
20 March 2024 5:40 PM
Merger Announcement
- The closing of the merger is contingent upon Firefly being listed on the Nasdaq Stock Market.
- Nasdaq listing requires Firefly to raise additional capital.
Capital raise
20 March 2024 1:20 PM
Annual Results
- The company needs to raise between $0.8 million and $1.1 million to complete the merger with Firefly Neuroscience, Inc.
- The company intends to conduct a private placement to raise the required capital.
- The funding of the private placement is contingent on the merger closing.
Worse than expected
20 March 2024 1:20 PM
Annual Results
- The company's revenue declined significantly, indicating worse than expected performance.
- The company's working capital is in deficit, indicating worse than expected financial health.
- The company's need to raise additional capital to complete the merger indicates worse than expected financial stability.
Better than expected
8 March 2024 4:50 PM
Press Release
- The BNA platform shows better than expected results in treatment adherence.
- The BNA platform shows better than expected results in medication optimization.
- The BNA platform shows better than expected results in antidepressant response rates.
- The BNA platform shows better than expected results in reducing treatment resistance.
Better than expected
8 March 2024 4:50 PM
Press Release
- The BNA platform demonstrated better than expected results in treatment adherence, medication management, and overall patient functioning.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.