WaveDancer : Material Agreement Form 8 K

Item 1.01.

Entry into a Material Definitive Agreement.

As previously announced on November 15, 2023, WaveDancer, Inc. ("Parent") and its wholly owned subsidiary, FFN, Inc ("FFN"). entered into an Agreement and Plan of Merger ("Merger Agreement") with Firefly Neuroscience, Inc. (the "Company"). On January 12, 2024, Parent, FFN and the Company entered into the First Amendment to the Merger Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement, as further amended, modified, supplemented and/or restated by the First Amendment and by the Second Amendment (as defined below).

On June 17, 2024, Parent, FFN and the Company made and entered into the Second Amendment ("Second Amendment") to the Merger Agreement. The Second Amendment amends the terms and conditions of the Merger Agreement as follows:

1.

The End Date (for purposes of establishing when the Merger Agreement is subject to termination) was extended to July 15, 2024 subject to a 31 calendar day extension to August 15, 2024.

2.

The definition of Company Outstanding Shares was amended to include shares of common stock issuable upon conversion of shares of preferred stock and upon exercise of warrants which Parent will issue at the Closing. Parent anticipates issuing such shares and warrants in consideration of funds the Company intends to raise to consummate the Merger. Therefore, only Company equity holders will sustain the dilution for such shares for purposes of the equity split under the Merger Agreement between the equity holders of the Company and Parent.

3.

The definition of Parent Outstanding Shares was amended to exclude shares of common stock issuable upon conversion of shares of preferred stock and upon exercise of warrants as described above.

4.

The definition of Parent Net Cash was amended to exclude any cash proceeds resulting from the sale at the Closing of shares of preferred stock and warrants.

5.

The definition of Parent Net Cash was amended from zero to ($200,000) thereby allowing Parent to have unpaid liabilities up to $200,000.

6.

The definition of Parent Valuation was amended so that Parent having a negative Minimum Parent Net Cash Amount would not affect the Parent Valuation.

The foregoing descriptions of the Second Amendment and the Merger Agreement, as amended by the First Amendment, do not purport to be complete and are qualified in their entirety by reference to (i) the full text of the Second Amendment, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference, (ii) the full text of the First Amendment, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed on January 18, 2024, and (iii) the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed on November 16, 2023.