Correction From Source: Firefly Neuroscience Achieves Multi-Fold Database, IP Portfolio, and Commercial Footprint Expansion Through Acquisition of Evoke Neuroscience, Inc.

Rhea-AI Summary

Firefly Neuroscience (NASDAQ: AIFF) has acquired Evoke Neuroscience for $6 million, paid 50% in cash and 50% in common stock at $3.50 per share. The acquisition includes a potential $500,000 earn-out in stock if Evoke achieves $3 million in annualized revenues within three years.

The deal significantly expands Firefly's assets, including: a 2x increase in proprietary brain scans to over 180,000 EEG/ERP assessment records, a 3x expansion in granted patents to 27, and a 10x growth in commercial users to over 60. Evoke brings $30 million in historical revenues and extensive EEG/ERP electrophysiology data collection.

This acquisition, combined with Firefly's recent acceptance into the NVIDIA Connect program, advances the company's goal of developing the world's first EEG/ERP-based foundation model of the human brain using its FDA-cleared Brain Network Analytics (BNA™) technology.

Positive

• Significant expansion of assets: 2x increase in brain scans, 3x in patents, and 10x in commercial users
• Access to Evoke's $30 million historical revenue stream
• Integration with NVIDIA Connect program enhances technological capabilities
• Acquisition structured with minimal upfront cash requirement (50% stock payment)
• Strategic alignment in brain health technology and data collection

Negative

• Potential dilution from stock-based payment and future earn-out
• Integration risks of combining two technology platforms
• Earn-out target of $3 million in annualized revenue suggests current revenues may be below historical levels

Insights

Healthcare Technology Expert

Firefly's acquisition of Evoke significantly expands its neurotech assets and capabilities for AI-driven brain health solutions.

Firefly's acquisition of Evoke Neuroscience represents a strategic expansion of its core assets for developing brain health AI models. The transaction doubles Firefly's proprietary brain scan database to over 180,000 EEG/ERP records, triples its patent portfolio to 27 granted patents, and expands its commercial presence ten-fold to over 60 users.

EEG/ERP data is particularly valuable for AI model development because it captures electrical brain activity patterns that can be correlated with neurological and mental health conditions. The expanded dataset provides a substantially larger training foundation for Firefly's AI algorithms, potentially enabling more accurate identification of brain disorder signatures and treatment response patterns.

The $6 million acquisition includes both Evoke's technology and its established market presence built over 16 years of operations. The integration with Firefly's recent acceptance into NVIDIA's Connect program creates a powerful combination - NVIDIA's computational resources and AI frameworks paired with a significantly expanded proprietary dataset.

This transaction accelerates Firefly's stated goal of building a "foundation model of the human brain" - essentially an AI system that can represent normal brain function and identify deviations associated with specific disorders. Such models require massive datasets to develop, and this acquisition substantially advances Firefly's position in this emerging field.

Financial Analyst

Firefly's $6M acquisition of Evoke combines balanced payment structure with substantial asset expansion and strategically aligned performance incentives.

The $6 million acquisition of Evoke Neuroscience employs a balanced financial structure with 50% cash and 50% equity (priced at $3.50 per share). This approach helps preserve Firefly's cash while giving Evoke shareholders participation in future upside. The deal includes a potential $500,000 earn-out in Firefly stock, contingent on Evoke's business achieving $3 million in annualized revenues within three years.

Evoke has generated approximately $30 million in total revenues over its 16-year history, suggesting an average of less than $2 million annually. The $3 million revenue target for the earn-out represents significant growth from this historical average, aligning incentives for successful integration and commercial expansion.

The acquisition's greatest value comes from Firefly's 10-fold expansion in commercial users, from approximately 6 to over 60 sites. This broader commercial footprint provides immediate scale for deploying Firefly's brain health technologies and data monetization strategies across a much larger installed base.

The correction in the press release specifically addresses the form of payment for the potential earn-out, confirming it will be in Firefly's common stock. This stock-based approach for performance incentives creates alignment between Evoke's investors and Firefly's future success, while avoiding additional cash requirements based on achievement of revenue targets.

A correction from source is being issued with respect to the press release titled, Firefly Neuroscience Achieves Multi-Fold Database, IP Portfolio, and Commercial Footprint Expansion Through Acquisition of Evoke Neuroscience, Inc., released on May 5, 2025 at 8:00 am ET. Please note, the correct form of payment of the potential Evoke investors’ earn-out is in Firefly’s common stock. The complete corrected press release follows:

Builds upon Firefly’s recent acceptance into the NVIDIA Connect program

Marks next major step toward building a proprietary foundation model of the human brain

KENMORE, N.Y., May 05, 2025 (GLOBE NEWSWIRE) -- Firefly Neuroscience, Inc. (“Firefly,” or the “Company”) (NASDAQ: AIFF), an Artificial Intelligence (“AI”) company developing innovative solutions that improve brain health outcomes for patients with neurological and mental disorders, is pleased to announce its acquisition of Evoke Neuroscience, Inc. (“Evoke”), a medical device company developing and commercializing technologies to aid in the comprehensive assessment of brain health. The transaction marks another important step toward Firefly building a proprietary foundation model of the human brain using its FDA-cleared Brain Network Analytics (“BNA™”) technology.

As a result of the acquisition, Firefly’s assets and business now include:   

• The largest known proprietary database of >180,000 standardized, EEG/ERP assessment records
  

• 27 granted patents
  
• >60 current commercial users

These increases in propriety brain scans, patents and commercial sites represent greater than two-fold, three-fold and 10-fold expansions, respectively, as a result of the acquisition.

Purchase terms include:

• $6 million, to be paid 50% in cash and 50% in Firefly’s common stock priced at $3.50 per share.
• Eligibility for Evoke’s investors to receive a $500,000 earn-out to be paid in Firefly’s common stock priced at $3.50 per share upon Evoke’s acquired business achieving at least $3 million in annualized revenues within the next three years.

“Over the past 16 years, we have generated approximately $30 million in total revenues while also amassing the largest known collection of EEG/ERP electrophysiology data via our proprietary hardware and software developed to aid in the diagnosis of brain disorders and disease,” said David Hagedorn Ph.D., BCN, Evoke’s CEO and CSO. “Given the obvious technological, clinical and commercial synergies between Evoke and Firefly, we believe this transaction represents a natural and important evolutionary step for both companies as we work together to establish a strong and growing business for all of our shareholders.”

“These are exciting times as Firefly enters into a period of anticipated rapid growth and potentially game-changing innovation,” said Greg Lipschitz, CEO of Firefly. “As our already unparalleled BNA™ database continues to grow with each new clinical study and/or clinical assessment in which our respective technologies are used, and armed with vital access to NVIDIA’s advanced software development resources, industry-leading frameworks and software development kits, we believe this acquisition of Evoke represents a key step toward Firefly fulfilling its goal of building the world’s first EEG /ERP-based foundation model of the human brain.”

About Firefly

Firefly (NASDAQ: AIFF) is an AI company developing innovative solutions that improve brain health outcomes for patients with neurological and mental disorders. Firefly’s FDA-510(k) cleared Brain Network Analytics (BNA™) technology revolutionizes diagnostic and treatment monitoring methods for conditions such as depression, dementia, anxiety disorders, concussions, and ADHD. Over the past 15 years, Firefly has built a comprehensive database of brain wave tests, secured patent protection, and achieved FDA clearance. The Company is now launching BNA™ commercially, targeting pharmaceutical companies engaged in drug research and clinical trials, as well as medical practitioners for clinical use.

Brain Network Analytics was developed using artificial intelligence and machine learning on Firefly’s extensive proprietary database of standardized, high-definition longitudinal electroencephalograms (EEGs) and Cognitive EEG (ERPs) of over 17,000 patients representing twelve disorders, as well as clinically normal patients. BNA™, in conjunction with an FDA-cleared EEG system, can provide clinicians with comprehensive insights into brain function. These insights can enhance a clinician’s ability to accurately diagnose mental and cognitive disorders and to evaluate what therapy and/or drug is best suited to optimize a patient’s outcome.

Please visit https://fireflyneuro.com/ for more information.

Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws concerning Firefly. These forward-looking statements include express or implied statements relating to Firefly’s management teams’ expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting Firefly will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Firefly’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to those factors described under the heading “Risk Factors” in the reports and other filings of Firefly with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of Firefly’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. It is not possible to predict or identify all such risks. Forward-looking statements included in this press release only speak as of the date they are made, and Firefly does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Investor & Media Contact:

Stephen Kilmer
(646) 274-3580
stephen.kilmer@fireflyneuro.com

FAQ

What are the terms of Firefly Neuroscience's acquisition of Evoke Neuroscience?

Firefly Neuroscience (AIFF) is acquiring Evoke Neuroscience for $6 million, paid 50% in cash and 50% in common stock at $3.50 per share, with a potential $500,000 stock-based earn-out if Evoke achieves $3 million in annualized revenues within three years.

How does the Evoke acquisition expand Firefly's (AIFF) business assets?

The acquisition expands Firefly's database to over 180,000 EEG/ERP assessment records (2x increase), increases patents to 27 (3x increase), and grows commercial users to over 60 (10x increase).

What is the strategic purpose of Firefly's (AIFF) acquisition of Evoke Neuroscience?

The acquisition aims to advance Firefly's goal of building the world's first EEG/ERP-based foundation model of the human brain, leveraging their FDA-cleared Brain Network Analytics technology and NVIDIA Connect program resources.

What is Evoke Neuroscience's historical revenue performance?

Over the past 16 years, Evoke Neuroscience has generated approximately $30 million in total revenues while building their proprietary EEG/ERP electrophysiology database.

How does the NVIDIA Connect program relate to Firefly's (AIFF) acquisition of Evoke?

The acquisition, combined with Firefly's acceptance into the NVIDIA Connect program, provides access to advanced software development resources and frameworks to support building their brain foundation model.