WaveDancer Form D: $1.2M Secured, $800K Still Open in Rule 506(b) Round

Rhea-AI Filing Summary

WaveDancer, Inc. (CIK 0000803578) has filed a Form D on behalf of its subsidiary FIREFLY NEUROSCIENCE, INC. The filing notifies the SEC of a Rule 506(b) private placement of equity and related warrants/options. The total offering size is $2.0 million, of which $1.2 million (60%) has already been sold to two accredited investors since the first closing on 16-Jun-2025. $0.8 million remains available.

The offering is a new notice, is expected to last less than one year, and carries no minimum investment requirement. The issuer declined to disclose revenue or asset size and classifies itself under “Other Technology.” No sales commissions, finder’s fees, or payments to executive officers/directors are reported, suggesting the raise is being conducted directly by management in a cost-efficient manner.

Key executives named include CEO Greg Lipschitz, CFO Paul Krzywicki, and several board members. Proceeds are not earmarked for insider compensation, indicating funds are likely intended for operating or growth initiatives, although specific use is not disclosed in the form.

For investors, the filing signals (1) an additional capital infusion that may support product development in neuro-technology, (2) potential equity dilution depending on the terms of the securities issued, and (3) the company’s reliance on private accredited funding rather than public markets. Because the exemption used prohibits general solicitation, little further detail is available until subsequent disclosures or an S-1/8-K is filed.

Positive

• 60% of the $2 million offering already funded ($1.2 million), demonstrating investor interest and improving near-term liquidity.
• No sales commissions or finder’s fees preserves full proceeds for corporate use, reflecting cost-efficient capital raising.
• No proceeds earmarked for insider compensation, suggesting funds will be directed toward business operations or growth initiatives.

Negative

• Equity and warrant issuance introduces dilution risk for existing shareholders once securities convert or are exercised.
• Issuer declined to disclose revenue or asset size, limiting investors’ ability to gauge financial health.
• Lack of specific use-of-proceeds disclosure creates uncertainty around the strategic impact of the capital raised.

Insights

Private-Markets Financial Analyst

TL;DR – Small Rule 506(b) raise; 60% funded, modest dilution, limited immediate impact on WAVD public float.

WaveDancer is tapping private capital through its subsidiary, securing $1.2 million of a $2 million target. The absence of placement fees keeps net proceeds intact and hints at insider or strategic investor involvement. Given WAVD’s micro-cap status, the raise is material enough to finance short-term R&D yet not large enough to significantly de-risk operations. Shareholders should weigh the beneficial liquidity against potential dilution and lack of detailed use-of-funds disclosure. Overall impact: modestly positive for runway extension, neutral for valuation until execution milestones are clarified.

Corporate Governance Specialist

TL;DR – Governance clean; no commissions, no insider payouts, Rule 506(b) compliance mitigates regulatory risk.

The filing reflects disciplined governance: no compensation to insiders from proceeds, and direct placement avoids conflicts tied to broker incentives. Listing all executives and directors satisfies Form D transparency requirements. However, declining to disclose issuer size and the lack of detailed capital allocation may limit investor visibility. From a governance lens, risk is low but disclosure depth is thin, warranting follow-up once the raise concludes.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0000803578

WAVEDANCER, INC.

INFORMATION ANALYSIS INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

FIREFLY NEUROSCIENCE, INC.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
FIREFLY NEUROSCIENCE, INC.
Street Address 1		Street Address 2
1100 MILITARY ROAD
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
KENMORE	NEW YORK	14217	888-237-6412

3. Related Persons

Last Name	First Name	Middle Name
Krzywicki	Paul
Street Address 1	Street Address 2
1100 Military Road
City	State/Province/Country	ZIP/PostalCode
Kenmore	NEW YORK	14217

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lipschitz	Greg
Street Address 1	Street Address 2
1100 Military Road
City	State/Province/Country	ZIP/PostalCode
Kenmore	NEW YORK	14217

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Issachar	Gil
Street Address 1	Street Address 2
1100 Military Road
City	State/Province/Country	ZIP/PostalCode
Kenmore	NEW YORK	14217

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Menawat	Arun
Street Address 1	Street Address 2
1100 Military Road
City	State/Province/Country	ZIP/PostalCode
Kenmore	NEW YORK	14217

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
DeCaprio	David
Street Address 1	Street Address 2
1100 Military Road
City	State/Province/Country	ZIP/PostalCode
Kenmore	HAWAII	14217

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Posner	Brian
Street Address 1	Street Address 2
1100 Military Road
City	State/Province/Country	ZIP/PostalCode
Kenmore	NEW YORK	14217

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Vnook	Stella
Street Address 1	Street Address 2
1100 Military Road
City	State/Province/Country	ZIP/PostalCode
Kenmore	NEW YORK	14217

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-16				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$2,000,000	USD	or Indefinite
Total Amount Sold	$1,200,000	USD
Total Remaining to be Sold	$800,000	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
FIREFLY NEUROSCIENCE, INC.	Greg Lipschitz	Greg Lipschitz	CEO	2025-06-18

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount has WaveDancer (WAVD) raised in this Form D offering?

$1.2 million of a planned $2.0 million has been sold as of 18-Jun-2025.

How much of the offering remains available to investors?

$800,000 in equity/warrants is still open for subscription.

Which exemption is WaveDancer using for this private placement?

The company relies on Rule 506(b) of Regulation D, allowing sales to accredited investors without general solicitation.

Will existing WAVD shareholders face dilution from this raise?

Yes. The offering involves equity and warrant securities, which will expand the share base upon issuance or exercise.

Are there any sales commissions or finder’s fees associated with the offering?

No. Sales commissions and finder’s fees are reported as $0, indicating a direct placement.

How many investors have participated so far?

The filing states two accredited investors have already invested.