PRELIMINARY — SUBJECT TO COMPLETION, DATED FEBRUARY 1 , 2024

JOINT PROXY STATEMENT FOR THE SPECIAL MEETING OF WAVEDANCER, INC.,

CONSENT SOLICITATION STATEMENT FOR FIREFLY NEUROSCIENCE, INC.

AND PROSPECTUS FOR 28,709,802 SHARES OF COMMON STOCK OF WAVEDANCER, INC.

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Stockholders of WaveDancer, Inc. and Firefly Neuroscience, Inc.:

On November 15, 2023, WaveDancer, Inc., a Delaware corporation (“WaveDancer”), FFN Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of WaveDancer (“Merger Sub”), and Firefly Neuroscience, Inc., a Delaware corporation (“Firefly”), entered into an Agreement and Plan of Merger (as amended by that certain Amendment No. 1, dated as of January 12, 2024 (the “Amendment”), 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. In connection with the consummation of the merger, (i) WaveDancer will amend and restate its certificate of incorporation to cause its name to be changed to “Firefly Neuroscience, Inc.” and (ii) Firefly will amend its certificate of incorporation to cause its name to be changed to “Firefly Neuroscience 2023, Inc.” The boards of directors of each of WaveDancer and Firefly have approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the merger.

If the merger is completed, (i) each holder of outstanding shares of Firefly common stock and Firefly Series C preferred stock (“Firefly Preferred Stock”) (referred to herein as the Firefly stockholders) will be entitled to receive the number of shares of WaveDancer common stock equal to the number of shares of Firefly common stock they hold (or into which their shares of Firefly Preferred Stock are convertible) multiplied by the exchange ratio, as calculated in accordance with the Merger Agreement (the “Exchange Ratio”), prior to giving effect to the proposed reverse stock split discussed below, or an aggregate of approximately 28,709,802 shares of WaveDancer common stock at closing using the assumed Exchange Ratio of 0.444462 (which is subject to change depending on the net amount of cash WaveDancer has and the number of outstanding securities of Firefly and WaveDancer at the effective time of the merger), (ii) each outstanding option to purchase Firefly common stock that has not been exercised prior to the closing of the merger will be assumed by WaveDancer subject to certain terms contained in the Merger Agreement and will become an option to purchase shares of WaveDancer common stock, subject to adjustment to give effect to the Exchange Ratio, (iii) each outstanding Firefly restricted share unit that is outstanding immediately prior to the closing of the merger will accelerate and vest pursuant to the terms thereof, and (iv) each outstanding warrant to purchase shares of common stock of  Firefly has not been exercised prior to the closing of the merger will be assumed by WaveDancer, subject to certain terms contained in the Merger Agreement.

Immediately upon completion of the merger and the transactions contemplated in the Merger Agreement (i) Firefly stockholders and holders of certain outstanding options and warrants to purchase shares of Firefly will own approximately 92% of the fully diluted equity of the combined company, subject to adjustment based on WaveDancer’s net cash at closing, as further described under “THE MERGER — General” in this joint proxy and consent solicitation statement/prospectus; and (ii) current WaveDancer stockholders, holders of certain outstanding options and warrants to purchase shares of WaveDancer common stock will own the balance of the fully diluted equity of the combined company. Immediately following the merger, subject to the approval of the current WaveDancer stockholders, it is anticipated that the combined company will effect a reverse stock split at a ratio between 1-for-1.5 and 1-for-20 with respect to its issued and outstanding common stock. The reverse stock split is intended to increase WaveDancer’s stock price to at least $5.00 per share.

WaveDancer common stock is currently listed on The Nasdaq Capital Market (also referred to herein as “Nasdaq”) under the symbol “WAVD.” On November 15, 2023, the last full trading day before the announcement of the merger, the last reported sale price of WaveDancer common stock was $1.58 per share, and on January 30, 2024, the latest practicable date prior to the date of this joint proxy and consent solicitation statement/prospectus, the last reported sale price of WaveDancer common stock was $1.62 per share. WaveDancer and Firefly urge you to obtain current market quotations for the price of WaveDancer common stock.

Each of WaveDancer and Firefly expects that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and a tax-deferred contribution under Section 351 of the Code.

WaveDancer will hold a special meeting of its stockholders, while Firefly will solicit its stockholders’ approval by written consent. WaveDancer stockholders will be asked to consider and vote upon the following proposals: (i) to approve, for purposes of complying with Nasdaq Listing Rules 5635(a) and 5635(b), the issuance of shares of WaveDancer common stock to Firefly stockholders and other parties in connection with the merger, the Merger Agreement, and the transactions contemplated thereby or in connection therewith, including with respect to the potential change of control of WaveDancer that may result following the completion of the merger (the “Nasdaq Proposal”), (ii) to approve an amendment to the amended and restated certificate of incorporation of the combined company, which will be in effect at the effective time of the merger (the “A&R Charter”) to effect a reverse stock split at the discretion of the WaveDancer Board of Directors with a ratio between 1-for-1.5 and 1-for-20 with respect to the issued and outstanding common stock of the combined company immediately following the merger (the “Reverse Stock Split Proposal”), (iii) to approve the A&R Charter, to be effective upon consummation of the merger, including, among other things, changing the name of the combined company to Firefly Neuroscience, Inc. (the “A&R Charter Proposal”), (iv) to approve the 2024 Plan (as defined herein) (the “Incentive Plan Proposal”), (v) to approve the sale of all of the outstanding shares of Tellenger, Inc. (the “Tellenger Sale Transaction”) pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of November 15, 2023, as it may be amended (the “Stock Purchase Agreement”), by and between WaveDancer and Wavetop Solutions, Inc., a Delaware corporation (the “Tellenger Sale Proposal”), and (vi) to adjourn the special meeting, if necessary, to permit the solicitation of additional proxies in the event that there are insufficient votes on one or more of the proposals presented to WaveDancer stockholders (the “Adjournment Proposal”).

The WaveDancer special meeting will be held on March 14, 2024, at 10:00  a.m., Eastern Time, and will be “virtual,” meaning that you can participate in the meeting online by visiting www.virtualshareholdermeeting.com/WAVD2024SM at the appointed time and date and entering the control number included in your proxy card or voting instruction form. WaveDancer stockholders are encouraged to access the special meeting website before the start time. Please allow ample time for online check-in. WaveDancer stockholders will not be able to attend the special meeting in person.

Firefly stockholders will be asked to approve by written consent a proposal to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the merger (the “Firefly Merger Proposal”).

Completion of the merger is conditioned upon satisfaction or waiver of all closing conditions under the Merger Agreement, including, among other things, (i) the approval by WaveDancer stockholders of (a) the Nasdaq Proposal, which requires the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter, (b) the Reverse Stock Split Proposal, which requires the number of votes cast for such proposal to exceed the number of votes cast against such proposal by the stockholders entitled to vote thereon, voting as a single class, (c) the A&R Charter Proposal, which requires the affirmative vote of the majority of outstanding shares entitled to vote thereon, (d) the Incentive Plan Proposal, which requires the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter, and (e) the Tellenger Sale Proposal, which requires the affirmative vote of the majority of outstanding shares entitled to vote thereon, and (ii) the adoption and approval of the Firefly Merger Proposal by written consent of the holders of a number of shares of Firefly common stock representing at least a majority of the outstanding shares of Firefly common stock and Firefly Preferred Stock on an as-converted basis, voting together as a single class.

WaveDancer’s board of directors has determined that it is advisable and in the best interest of WaveDancer and its stockholders to enter into the Merger Agreement, and the WaveDancer board of directors has authorized and approved the terms of the Merger Agreement and the transactions contemplated thereby and recommends that WaveDancer stockholders vote “FOR” the Nasdaq Proposal, “FOR” the Reverse Stock Split Proposal, “FOR” the A&R Charter Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Tellenger Sale Proposal, and “FOR” the Adjournment Proposal.

Firefly’s board of directors has (i) determined that the Merger Agreement and transactions contemplated thereby, including the merger, are advisable and fair to and in the best interests of Firefly and its stockholders, (ii) unanimously approved the Merger Agreement and the transactions contemplated thereby, including the merger and (iii) unanimously recommended that Firefly stockholders adopt and approve the Merger Agreement and the transactions contemplated thereby, including the merger, by written consent.

This joint proxy and consent solicitation statement/prospectus provides you with important information about the special meeting and solicitation of written consents, WaveDancer, Firefly, the proposed merger and the transactions and documents related to the merger. Please carefully read this entire joint proxy and consent solicitation statement/prospectus, including “RISK FACTORS” beginning on page 47.

For the WaveDancer stockholders: your vote is very important. Whether or not you plan to attend the WaveDancer special meeting, please take the time to vote by completing and returning the enclosed proxy card to WaveDancer or by granting your proxy electronically over the Internet or by telephone. If your shares are held in “street name,” you must instruct your broker in order to vote on all proposals.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the WaveDancer common stock to be issued in the merger or determined if this joint proxy and consent solicitation statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy and consent solicitation statement/prospectus is dated February 1, 2024 and is first expected to be mailed or otherwise delivered to the stockholders of WaveDancer and Firefly on or about February 5, 2024.

WaveDancer, Inc.

12015 Lee Jackson Memorial Highway, Suite 210

Fairfax, Virginia, 22033

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 14, 2024

 10:00 A.M. Eastern Time

To be Held Online at WWW.VIRTUALSHAREHOLDERMEETING.COM/WAVD2024SM

To the Stockholders of WaveDancer, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “special meeting”) of WaveDancer, Inc., a Delaware corporation (“WaveDancer,” “we,” “our,” or “us”), will be held on March 14, 2024, at 10:00 a.m., Eastern Time, and will be “virtual,” meaning that you can participate in the meeting online at www.virtualshareholdermeeting.com/WAVD2024SM, to consider and vote upon the following matters:

The WaveDancer special meeting will be a virtual meeting via live webcast on the Internet. As a WaveDancer stockholder, you will be able to attend the special meeting, vote and submit questions during the special meeting by visiting www.virtualshareholdermeeting.com/WAVD2024SM and entering the control number included in the proxy card that you receive. If you are a “street name” holder, you must obtain a proxy from your broker or nominee in order to attend the special meeting and vote your shares. WaveDancer stockholders are encouraged to access the special meeting before the start time of 10:00 a.m. Eastern Time on March 14, 2024. Please allow ample time for online check-in. WaveDancer stockholders will not be able to attend the special meeting in person.

Our board of directors has fixed the close of business on February 1, 2024 as the record date for the special meeting. Only holders of record of shares of WaveDancer capital stock at the close of business on such date are entitled to receive notice of, and vote at, the special meeting or at any postponement(s) or adjournment(s) of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten (10) days before the special meeting at our principal executive office for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting. The email should state the purpose of the request and provide proof of ownership of our voting securities as of the record date. The stockholder list will also be available online during the special meeting.

Approval of each of the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

Approval of the Reverse Stock Split Proposal requires the number of votes cast for such proposal to exceed the number of votes cast against such proposal by the stockholders entitled to vote thereon, voting as a single class.

Approval of each of the A&R Charter Proposal and the Tellenger Sale Proposal requires the affirmative vote of the majority of outstanding shares entitled to vote thereon.

OUR BOARD OF DIRECTORS HAS DETERMINED THAT IT IS ADVISABLE AND IN THE BEST INTEREST OF WAVEDANCER AND ITS STOCKHOLDERS TO ENTER INTO THE MERGER AGREEMENT AND THE STOCK PURCHASE AGREEMENT, AND THE BOARD HAS AUTHORIZED AND APPROVED THE TERMS OF THE MERGER AGREEMENT AND THE STOCK PURCHASE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY. OUR BOARD OF DIRECTORS HAS APPROVED THE MERGER AGREEMENT AND THE STOCK PURCHASE AGREEMENT AND RECOMMENDS THAT WAVEDANCER STOCKHOLDERS VOTE “FOR” THE NASDAQ PROPOSAL, “FOR” THE REVERSE STOCK SPLIT PROPOSAL, “FOR” THE A&R CHARTER PROPOSAL, “FOR” THE INCENTIVE PLAN PROPOSAL, “FOR” THE TELLENGER SALE PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

Your vote is very important. If your shares are registered in your name as a stockholder of record of WaveDancer, whether or not you expect to attend the special meeting, please sign and return the enclosed proxy card promptly in the envelope provided or promptly submit your proxy by telephone or over the Internet following the instructions on the proxy card, to ensure that your shares will be represented at the special meeting.

To participate in the virtual meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. If your shares are held in the name of a bank, brokerage firm, or other nominee, you should follow the instructions provided by them in order to participate in the virtual meeting.

You may revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the enclosed joint proxy and consent solicitation statement/prospectus. If you are a “street name” holder, your bank, broker or other nominee should provide instructions explaining how you may change or revoke your voting instructions.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 14, 2024, TO BE HELD ONLINE AT 10:00 AM EASTERN TIME: This notice is not a form for voting and presents only an overview of the more complete joint proxy and consent solicitation statement/prospectus. We urge you to read the accompanying joint proxy and consent solicitation statement/prospectus, including its annexes and the section titled “RISK FACTORS” beginning on page 47, carefully and in their entirety. Copies of the joint proxy and consent solicitation statement/prospectus and the accompanying proxy card are available, without charge, on the internet, on our website www.wavedancer.com, and can be obtained by sending an e-mail to investors@wavedancer.com. To obtain timely delivery, our stockholders must request the materials no later than five (5) business days prior to the WaveDancer special meeting. If you have any questions concerning the merger, the Merger Agreement, the proposals, the WaveDancer special meeting or the accompanying joint proxy and consent solicitation statement/prospectus or need help voting your shares of WaveDancer capital stock, please contact WaveDancer’s investor relations department at investors@wavedancer.com.

Firefly Neuroscience, Inc.
150 King St. W, 2^nd Floor

Toronto, Ontario, M5H 1J9

NOTICE OF SOLICITATION OF WRITTEN CONSENT
FOR ACTION TO BE TAKEN BY WRITTEN CONSENT
IN LIEU OF A MEETING OF STOCKHOLDERS

To the Stockholders of Firefly Neuroscience, Inc.:

Included in the accompanying joint proxy and consent solicitation statement/prospectus is a consent solicitation statement furnished by the board of directors of Firefly Neuroscience, Inc., a Delaware corporation (“Firefly”), to the holders of record (the “Firefly stockholders”) of the outstanding shares of Firefly common stock and Firefly Series C preferred stock (“Firefly Preferred Stock”), at the close of business on February 1, 2024 (the “record date”).

This joint proxy and consent solicitation statement/prospectus is being delivered to Firefly stockholders as of the record date, to solicit written consent to the adoption and approval of the Agreement and Plan of Merger, dated as of November 15, 2023 (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”), by and among WaveDancer, Inc., a Delaware corporation (“WaveDancer”), FFN Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of WaveDancer (“Merger Sub”), and Firefly, pursuant to which Merger Sub will merge with and into Firefly, with Firefly continuing as the surviving corporation and a wholly owned subsidiary of WaveDancer, and to the transactions contemplated by the Merger Agreement, including the merger (the “Firefly Merger Proposal”).

As a Firefly stockholder on the record date, you are urged to complete, date and sign the enclosed written consent and promptly return the completed and executed written consent by one of the means described in “FIREFLY SOLICITATION OF WRITTEN CONSENT — Submission of Consents” beginning on page 127 of the enclosed joint proxy and consent solicitation statement/prospectus. Firefly’s board of directors has set March 1, 2024, as the target final date for receipt of written consents. Firefly reserves the right to extend the final date for receipt of written consents without any prior notice to stockholders.

The enclosed joint proxy and consent solicitation statement/prospectus describes the Merger Agreement and the proposed merger in detail and includes, as Annex A-1, the complete text of the Merger Agreement, as amended by Amendment No. 1 thereto attached as Annex A-2. We urge you to read the accompanying joint proxy and consent solicitation statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy and consent solicitation statement/prospectus and its annexes carefully and in their entirety. In particular, you should carefully read the section titled “RISK FACTORS” beginning on page 47 of the enclosed joint proxy and consent solicitation statement/prospectus for a discussion of certain risk factors relating to the Merger Agreement and the merger.

Approval of the Firefly Merger Proposal requires the written consent of holders of at least a majority of the outstanding shares of Firefly common stock and Firefly Preferred Stock on an as-converted basis, voting together as a single class.

In considering the recommendation of the board of directors of Firefly with respect to the Firefly Merger Proposal, you should be aware that certain of Firefly’s directors and executive officers have interests that are different from, or in addition to, the interests of Firefly stockholders generally, as further described in the accompanying joint proxy and consent solicitation statement/prospectus.

A Firefly stockholder will have the right to seek appraisal of the fair value of such Firefly stockholder’s shares of Firefly common stock if the merger is completed, in lieu of receiving the per share merger consideration, but only if such Firefly stockholder does not sign and return a written consent to the Firefly Merger Proposal and otherwise complies with the procedures of Section 262 of the Delaware General Corporation Law, which is the appraisal rights statute applicable to Delaware corporations. These appraisal rights are summarized in the accompanying joint proxy and consent solicitation statement/prospectus.

Your written consent is very important. The Merger Agreement must be adopted by the written consent of Firefly stockholders representing at least a majority of the outstanding shares of Firefly common stock and Firefly Preferred Stock on an as-converted basis, voting together as a single class, in order for the merger to be consummated. PLEASE NOTE: Your consents, as evidenced by your signing and returning the signature page to the enclosed written consent, are irrevocable once they are received by Firefly, as explained in the joint proxy and consent solicitation statement/prospectus. If you have any questions concerning the merger, the Merger Agreement, the Firefly Merger Proposal, the written consent or the accompanying joint proxy and consent solicitation statement/prospectus, would like additional copies of the accompanying joint proxy and consent solicitation statement/prospectus or need help executing the written consent, please call Paul Krzywicki at (905) 975-9654.

FIREFLY’S BOARD OF DIRECTORS HAS CAREFULLY CONSIDERED THE MERGER AND THE TERMS OF THE MERGER AGREEMENT, AND HAS DETERMINED THAT THE MERGER IS ADVISABLE AND FAIR TO AND IN THE BEST INTERESTS OF FIREFLY AND ITS STOCKHOLDERS. ACCORDINGLY, FIREFLY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT FIREFLY STOCKHOLDERS APPROVE THE MERGER AND ADOPT AND APPROVE THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER, BY EXECUTING AND DELIVERING THE WRITTEN CONSENT FURNISHED WITH THIS JOINT PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS.

REFERENCE TO ADDITIONAL INFORMATION

This joint proxy and consent solicitation statement/prospectus includes important business and financial information about WaveDancer. Additional information about WaveDancer is available to you without charge upon your request. You can obtain any of the documents filed with or furnished to the Securities and Exchange Commission, or the “SEC,” by WaveDancer at no cost from the SEC’s website at http://www.sec.gov. You may also request copies of these documents at no cost by requesting them in writing or by telephone at the following address and telephone number:

WaveDancer, Inc.:

12015 Lee Jackson Memorial Highway, Suite 210

Fairfax, Virginia, 22033

Attention: Gwen Pal

Telephone: (703) 383-3000

E-mail: investors@wavedancer.com 

Or

WaveDancer’s Proxy Distribution Agent:

Broadridge Investor Communications Solutions, Inc.

51 Mercedes Way

Edgewood, NY 11717

Telephone: (631) 254-7400

Email: BSGProxyAgent.Services@Broadridge.com

To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the special meeting or deadline for submitting written consents. This means that WaveDancer stockholders requesting documents must do so by March 8, 2024 and Firefly stockholders requesting documents must do so by February 23, 2024.

You should rely only on the information contained in this document. No one has been authorized to provide you with information that is different from that contained in this document. This document is dated February 1, 2024, and you should assume that the information in this document is accurate only as of such date. Neither the mailing nor delivery of this document to WaveDancer stockholders or Firefly stockholders nor the issuance by WaveDancer of shares of WaveDancer common stock in connection with the merger will create any implication to the contrary.

ABOUT THIS JOINT PROXY AND CONSENT SOLICITATION STATEMENT/PROSPECTUS

Except where the context otherwise indicates, information contained in this document regarding WaveDancer has been provided by WaveDancer and information contained in this document regarding Firefly has been provided by Firefly. See “Where You Can Find More Information” beginning on page 263 of this joint proxy and consent solicitation statement/prospectus for more details.

This document does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

QUESTIONS AND ANSWERS

The following are answers to some questions that WaveDancer stockholders and Firefly stockholders may have regarding the proposed merger and the other proposals being considered by WaveDancer stockholders and Firefly stockholders. WaveDancer and Firefly urge you to read carefully this entire joint proxy and consent solicitation statement/prospectus, including the annexes, because the information in this section does not provide all the information that might be important to you.

Unless the context otherwise requires, references in this joint proxy and consent solicitation statement/prospectus to “WaveDancer” refers to WaveDancer, Inc., a Delaware corporation; “Merger Sub” refers to FFN Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of WaveDancer, and “Firefly” refers to Firefly Neuroscience, Inc., a privately-held Delaware corporation.

Questions and Answers About the Merger

WaveDancer, Merger Sub and Firefly have entered into an Agreement and Plan of Merger, dated as of November 15, 2023 (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”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into Firefly, with Firefly continuing as the surviving company and a wholly owned subsidiary of WaveDancer (following the consummation of the merger and the name change described below, the “combined company”). See “THE MERGER” beginning on page 129 and “THE MERGER AGREEMENT” beginning on page 153 of this joint proxy and consent solicitation statement/prospectus. A copy of the Merger Agreement is attached to this joint proxy and consent solicitation statement/prospectus as Annex A-1, as amended by Amendment No. 1 thereto attached as Annex A-2. If the merger is completed, (i) each holder of outstanding shares of Firefly common stock and each holder of Firefly Series C preferred stock (the “Firefly Preferred Stock”) (referred to herein, collectively, as the Firefly stockholders) will be entitled to receive the number of shares of WaveDancer common stock equal to the number of shares of Firefly common stock they hold (or into which their shares of Firefly Preferred Stock are convertible) multiplied by the exchange ratio, as calculated in accordance with the Merger Agreement (the “Exchange Ratio”), prior to giving effect to the proposed reverse stock split discussed below, or an aggregate of approximately 28,709,802 shares of WaveDancer common stock at closing using the assumed Exchange Ratio of 0.444462 (which is subject to change depending on the net amount of cash WaveDancer has and the number of outstanding securities of WaveDancer and Firefly at the effective time of the merger), (ii) each outstanding option to purchase Firefly common stock granted under the Firefly 2007 Share Option Plan (as amended and restated from time to time, the “Firefly 2007 Incentive Plan”) and the Firefly Neuroscience, Inc. 2023 Omnibus Equity Incentive Compensation Plan, as established and maintained by Firefly (as amended and restated from time to time, the “Firefly 2023 Incentive Plan”) that has not been exercised prior to the closing of the merger, whether or not vested, will be assumed by WaveDancer, subject to certain terms contained in the Merger Agreement, and become an option to purchase a number of shares of the WaveDancer common stock equal to the number of shares of Firefly common stock underlying such option multiplied by the Exchange Ratio, and the exercise price for each share of WaveDancer common stock underlying an assumed option to purchase Firefly common stock will be equal to the exercise price per share of the option to purchase Firefly common stock in effect immediately prior to the completion of the merger divided by the Exchange Ratio, rounded up to the nearest whole cent, (iii) each outstanding restricted share unit issued pursuant to the Firefly 2023 Incentive Plan will accelerate and vest pursuant to the terms thereof and the holders of such restricted share units will recieve shares of WaveDancer common stock, and (iv) each outstanding warrant to purchase shares of common stock of  Firefly has not been exercised prior to the closing of the merger will be assumed by WaveDancer, subject to certain terms contained in the Merger Agreement. In connection with the consummation of the merger, (i) WaveDancer will amend and restate its certificate of incorporation to cause its name to be changed to “Firefly Neuroscience, Inc.” and (ii) Firefly will amend its certificate of incorporation to cause its name to be changed to “Firefly Neuroscience 2023, Inc.” 

For the merger to be consummated, the Merger Agreement requires, among other things, unless otherwise waived by WaveDancer and Firefly:

This joint proxy and consent solicitation statement/prospectus contains important information about the merger and the proposals being voted on by WaveDancer stockholders and Firefly stockholders, and you should read it carefully. This document collectively serves as a proxy statement of WaveDancer, consent solicitation statement of Firefly and a prospectus of WaveDancer. It is a joint proxy and consent solicitation statement because both the WaveDancer and Firefly boards of directors are soliciting proxies or written consents from their respective stockholders. It is a prospectus because WaveDancer will issue shares of WaveDancer common stock to Firefly stockholders in connection with the merger. Your vote is important. You are encouraged to submit your proxy or written consent as soon as possible after carefully reviewing this joint proxy and consent solicitation statement/prospectus and its annexes.

In connection with the consummation of the merger, (i) WaveDancer will amend and restate its certificate of incorporation to cause its name to be changed to “Firefly Neuroscience, Inc.” and (ii) Firefly will amend its certificate of incorporation to cause its name to be changed to “Firefly Neuroscience 2023, Inc.”

Questions and Answers for WaveDancer Stockholders

WaveDancer, Inc.:

12015 Lee Jackson Memorial Highway, Suite 210

Fairfax, Virginia, 22033

Attention: Gwen Pal

Telephone: (703) 383-3000

E-mail: investors@wavedancer.com

or

WaveDancer’s Proxy Distribution Agent:

Broadridge Investor Communications Solutions, Inc.

51 Mercedes Way

Edgewood, NY 11717

Telephone: (631) 254-7400

Email: BSGProxyAgent.Services@Broadridge.com

Questions and Answers for Firefly Stockholders

SUMMARY

This summary highlights selected information from this joint proxy and consent solicitation statement/prospectus and may not contain all of the information that is important to you. You are urged to carefully read this entire document, including the Annexes, and the other documents to which WaveDancer and Firefly refer for a more complete understanding of the merger. In addition, WaveDancer and Firefly encourage you to read the information about WaveDancer in the section titled “INFORMATION ABOUT WAVEDANCER” beginning on page 206 of this joint proxy and consent solicitation statement/prospectus, which includes important business and financial information about WaveDancer, and to read the information in the section titled “INFORMATION ABOUT FIREFLY” beginning on page 220 of this joint proxy and consent solicitation statement/prospectus, which includes important business and financial information about Firefly. Stockholders of WaveDancer and Firefly may obtain additional information about WaveDancer without charge by following the instructions in the section titled “WHERE YOU CAN FIND MORE INFORMATION” beginning on page 263 of this joint proxy and consent solicitation statement/prospectus. Each item in this summary refers to the page of this joint proxy and consent solicitation statement/prospectus on which that subject is discussed in more detail.

This summary and the balance of this document contain forward-looking statements about events that are not certain to occur, and you should not place undue reliance on those statements. Please carefully read “Cautionary Statement Regarding Forward-Looking Statements” on page 101 of this joint proxy and consent solicitation statement/prospectus.

The Companies

WaveDancer, Inc.

12015 Lee Jackson Memorial Highway, Suite 210

Fairfax, Virginia, 22033

(703) 383-3000

WaveDancer was originally founded as Information Analysis Incorporated in 1979 as a pioneering information technology consulting and systems engineering company, focused on helping government and commercial organizations move into the information age. In the early 2000s, WaveDancer began specializing in modernization and business transformation to help organizations increase productivity, gain efficiencies, and improve their results through technological transformations. With our acquisition in 2021 of Tellenger, an IT consulting and software development firm, we acquired competencies in web-based solutions, software development, and data analytics. In December 2021, we reorganized our professional services practice into Tellenger, and as a result, our professional services capabilities were consolidated under a single entity. Soon after WaveDancer also converted from a Virginia corporation to a Delaware corporation.

Helping organizations achieve their enterprise digital transformation goals, Tellenger applies its technology, services and experience to migrating and modernizing legacy software, developing web-based and mobile device solutions - including dynamic electronic forms development and conversion - as well as data analytics. Tellenger has modernized over 100 million lines of COBOL code for over 35 governmental and commercial customers. Tellenger maintains a pool of skilled COBOL programmers, providing us with a competitive advantage as the labor pool of such programmers is shrinking as aging software professionals retire.

WaveDancer believed combining web-based solutions and IT enterprise capabilities with system modernization would provide them with the skill sets that would be needed to help organizations achieve their enterprise-wide digital transformation goals. WaveDancer foresaw this as a key component of their modernization growth since there are billions of lines of code, in both the governmental and commercial sectors, that eventually must be modernized.

As a trusted partner, Tellenger offers a full suite of IT services including consulting, development, training, migration and modernization implementation, and on-site project support. With our IT consulting and software development processes appraised at CMMI Level 3 for their ability to consistently deliver high-quality work using metrics to proactively manage risk, Tellenger offers a project framework that meets the “gold standard” of larger firms. Tellenger constantly monitors project metrics to ensure they are meeting objectives and identifying areas for improvement. Tellenger has performed software development and conversion projects for over 100 commercial and government entities across health, military, and homeland security organizations including, but not limited to, the Department of Agriculture, Department of Defense, Department of the Navy, Department of Education, Department of Homeland Security, Department of the Treasury, Department of Labor, Department of Logistics Agency, Census Bureau, U.S. Small Business Administration, U.S. Army, U.S. Air Force, U.S. Marine Corps, Department of Veterans Affairs, and General Dynamics Information Technology (formerly Computer Sciences Corporation), publicly traded firms, non-profits, and more.

Through WaveDancer’s acquisition of Gray Matters, Inc. (“GMI” or “Gray Matters”) in December 2021, WaveDancer gained access to blockchain and encryption algorithm technology. Gray Matters’ focus is on the supply chain management software market and in United States intelligence, national security and diplomatic organizations. Based on GMI’s initial technology we developed a commercial blockchain-enabled platform, called Maverix, to provide end-to-end visibility, transparency, and security over complex supply chains.

Prior to March 17, 2023, WaveDancer had two operating segments: Tellenger and Blockchain SCM. Blockchain SCM was comprised of GMI.

On March 17, 2023, WaveDancer sold effectively 75.1% of the equity of GMI to Gray Matters Data Corporation (“GMDC”). In return, the Company received common stock in GMDC representing approximately 24.9% of the equity of GMDC. On August 9, 2023, the Company sold its remaining equity interest in GMDC in exchange for $400,000 in cash, and recognized a gain on sale of $64,525. As of September 30, 2023 the Company has no equity investment in GMDC and no other equity exposure to the GMI business.

Subsequent to the sale on March 17, 2023, WaveDancer discontinued consolidating GMI and the Company reflected GMI as a discontinued operation in its consolidated statements of operations. The classification of GMI comprised all of the material operations of the Blockchain SCM segment as a discontinued operation. After March 17, 2023, the Company managed its business as one reportable operating segment, comprised of Tellenger.

Prior to the execution of the Merger Agreement with Firefly, WaveDancer’s strategy was to grow its business organically as well as through acquisitions. However, challenges in providing services to citizens throughout the pandemic heightened awareness and accelerated the progress of modernizations efforts with the U.S. Government. Many government agencies became focused on developing their own government digital strategies in order to improve productivity, streamline data sharing, reduce errors and reduce expenses. Automation also gives governments the information they need to make data-driven decisions.

As a result, WaveDancer’s strategy now is to merge with an operating company without regard to its comparability to WaveDancer’s existing business, and to divest its existing business in connection with such merger.

WaveDancer’s principal executive offices are located at 12015 Lee Jackson Memorial Highway, Fairfax, VA 22033, its telephone number is (703) 383-3000, and its website is located at https://wavedancer.com/. Information on or accessed through WaveDancer’s website is not incorporated into this joint proxy and consent solicitation statement/prospectus.

Additional information about WaveDancer can be found in the sections titled “INFORMATION ABOUT WAVEDANCER — Overview” beginning on page 206, “WAVEDANCER’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” beginning on page 211 and WaveDancer’s financial statements included elsewhere in this joint proxy and consent solicitation statement/prospectus.

FFN Merger Sub, Inc.

c/o WaveDancer, Inc.

12015 Lee Jackson Memorial Highway, Suite 210

Fairfax, Virginia, 22033

(703) 383-3000

FFN Merger Sub, Inc., a Delaware corporation, is a wholly owned subsidiary of WaveDancer that was recently incorporated solely for the purpose of entering into the Merger Agreement and consummating the merger and the other transactions contemplated by the Merger Agreement. It is not engaged in any business and has no material assets. Its principal executive offices have the same address and telephone number as WaveDancer set forth above. In the merger, Merger Sub will merge with and into Firefly, with Firefly surviving as WaveDancer’s wholly owned subsidiary, and Merger Sub will cease to exist.

Firefly Neuroscience, Inc.

150 King St. W, 2^nd Floor

Toronto, Ontario, M5H 1J9

1-888-237-6412

Firefly Neuroscience, Inc. is a Delaware corporation incorporated in April, 2022.

Firefly is a medical technology company that has developed its FDA-510(k) cleared Brain Network Analytics software platform (the “BNA 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 (“ADHD”). It has taken a period of 15 years and an investment of approximately $60 million, to develop the software, compile the requisite database of brain wave tests, gain patent protection, and receive FDA approval to market and sell the BNA Platform so, as of today, Firefly is in a position to undertake a commercial launch of the BNA Platform. Firefly believes there is great potential for such commercialization, both with respect to pharmaceutical companies in their drug research and clinical trial activities, as well as medical practitioners in their clinics.

The BNA Platform is a software as a medical solution (“SAMS”) that was developed using artificial intelligence (“AI”) and machine learning (“ML”) on Firefly’s extensive proprietary database of standardized, high-definition longitudinal electroencephalograms (“EEG”) of over 17,000 patients representing twelve disorders, as well as clinically normal patients. The BNA Platform, in conjunction with an FDA-cleared EEG system, can provide clinicians with comprehensive insights into brain function (cognition). These insights can enhance a clinician’s ability to accurately diagnose mental illnesses and cognitive disorders and to evaluate what therapy or drug is best suited to optimize a patient’s outcome.

The clinical utility of EEG technology to support better outcomes for patients with mental illnesses and cognitive disorders has been well documented. Historically, clinical adoption of EEG by medical professionals, including psychiatrists, neurologists, nurse practitioners and general practitioners, has been limited due to the complexity of interpreting EEG recordings and the inability to practically compare a patient’s brain function to that of a clinically normal age -matched patient. Firefly believes that without defining a standard deviation to the norm, it is not possible to objectively assess brain function. By establishing an objective baseline measurement of brain function, the BNA Platform enables clinicians to optimize patient care, leading to improved outcomes for people suffering from mental illnesses and cognitive disorders.

Firefly’s value proposition is supported by real-world use of the BNA Platform. Incorporating the BNA Platform as part of a patient management protocol demonstrated improved response rates, enhanced therapy compliance, reduced non-responder rates and a reduction in need for medication switching among patients. Further, Firefly believes that its extensive clinical database, when combined with advanced AI, provides the opportunity to identify clinically relevant biomarkers that will support better patient outcomes through precision medicine and companion diagnostics. We expect to gather additional data through the clinical deployments and clinical studies conducted by drug companies. This additional data should allow us to discover new biomarkers and objectively measure the impact of therapeutic interventions on patients of different types, further enhancing our platform’s effectiveness. Firefly believes that it will be able to enhance accurate diagnosis and predict what therapy or drug, or a combination thereof, is best suited to optimize patient outcomes. This represents a paradigm shift in how clinicians manage patients with mental illnesses and cognitive disorders holding the potential to transform brain health.

Firefly’s principal executive offices are located at 150 King St. W, 2^nd Floor, Toronto, Ontario, M5H 1J9, its telephone number is 1-888-237-6412, and its website is located at https://fireflyneuro.com/. Information on or accessed through Firefly’s website is not incorporated into this joint proxy and consent solicitation statement/prospectus.

Additional information about Firefly can be found in the sections titled “INFORMATION ABOUT FIREFLY — Overview” beginning on page 220, “INFORMATION ABOUT FIREFLY — Firefly Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 237 and Firefly’s financial statements included elsewhere in this joint proxy and consent solicitation statement/prospectus.

The Merger

Explanatory Note Regarding the Merger Agreement

The following summary of the Merger Agreement, and the copy of the Merger Agreement attached as Annex A-1, as amended by Amendment No. 1 thereto attached as Annex A-2, to this joint proxy and consent solicitation statement/prospectus, are intended only to provide information regarding the terms of the Merger Agreement. The Merger Agreement and the related summary are not intended to be a source of factual, business or operational information about Firefly, WaveDancer, or WaveDancer’s subsidiaries, and the following summary of the Merger Agreement and the copy thereof included as Annex A-1, as amended by Amendment No. 1 thereto attached as Annex A-2, are not intended to modify or supplement any factual disclosure about WaveDancer in any documents WaveDancer has or will publicly file with the Securities Exchange Commission (“SEC”). The Merger Agreement contains representations and warranties by, and covenants of, Firefly, WaveDancer and certain subsidiaries of WaveDancer that were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in WaveDancer’s public disclosures.

The Merger Agreement

On November 15, 2023, WaveDancer, Merger Sub and Firefly entered into the Merger Agreement. The Merger Agreement is the legal document governing the merger and is included in this joint proxy and consent solicitation statement/prospectus as Annex A-1, as amended by Amendment No. 1 thereto attached as Annex A-2. All descriptions in this Summary and elsewhere in this joint proxy and consent solicitation statement/prospectus of the terms and conditions of the merger are qualified in their entirety by reference to the full text of the Merger Agreement. Please read the Merger Agreement carefully for a more complete understanding of the merger. For a more detailed description of the merger, see the section titled “THE MERGER” beginning on page 129 of this joint proxy and consent solicitation statement/prospectus.

The Merger

At the effective time of the merger, Merger Sub, a wholly owned subsidiary of WaveDancer, will merge with and into Firefly, with Firefly continuing as the surviving corporation and a wholly owned subsidiary of WaveDancer. Immediately prior to the merger, WaveDancer will change its name to “Firefly Neuroscience, Inc.” and at the effective time of the merger Firefly will change its name to “Firefly Neuroscience 2023, Inc.”

Effects of Merger; Merger Consideration

Treatment of Firefly Common Stock

At the effective time of the merger, each outstanding share of Firefly common stock will be converted into the right to receive the number of shares of WaveDancer common stock equal to the Exchange Ratio, as described below.

All shares of Firefly capital stock held by Firefly as treasury stock or otherwise will be cancelled and no payment will be made with respect to such shares.

Each share of Merger Sub common stock issued and outstanding immediately prior to the effective time of the merger will convert into and become one share of common stock of the surviving corporation, which will represent all of the issued and outstanding shares of common stock of the surviving corporation immediately following the effective time of the merger.

Treatment of Firefly Stock Options

At the effective time of the merger, WaveDancer will assume all of Firefly’s rights and obligations under the stock options granted pursuant to the Firefly 2007 Firefly Incentive Plan and the Firefly 2023 Incentive Plan that are outstanding and unexercised immediately prior to the effective time of the merger, and such options shall become exercisable for shares of WaveDancer common stock. The number of shares of WaveDancer common stock that may be purchased pursuant to such stock options and the exercise price for such stock options shall be adjusted to reflect the Exchange Ratio as set forth in the Merger Agreement.

Treatment of Firefly Restricted Share Units

At the effective time of the merger, all restricted share units of Firefly issued pursuant to the Firefly 2023 Incentive Plan that are outstanding immediately prior to the effective time of the merger will accelerate and vest pursuant to the terms of such restricted share units and the holders of such restricted share units will receive shares of WaveDancer common stock. The number of shares of WaveDancer common stock issued to holders of such restricted share units will be adjusted to reflect the Exchange Ratio as set forth in the Merger Agreement.

Treatment of Firefly Warrants

At the effective time of the merger, WaveDancer will assume all of Firefly’s rights and obligations under the warrants that are outstanding and unexercised as of immediately prior to the effective time of the merger, and such warrants shall become exercisable for shares of WaveDancer common stock. The number of shares of WaveDancer common stock that may be purchased pursuant to such warrants and the exercise price for such warrants shall be adjusted to reflect the Exchange Ratio as set forth in the Merger Agreement. Each Firefly warrant shall continue to be governed by and be subject to the terms of the applicable warrant following the effective time of the merger.

Treatment of Firefly Preferred Stock

At the effective time of the merger, shares of Firefly Preferred Stock that are outstanding immediately prior to the effective time of the merger will convert into shares of WaveDancer common stock pursuant to the mandatory conversion provisions set forth in the certificate of designation for the Firefly Preferred Stock. The number of shares of WaveDancer common stock into which such shares of Firefly Preferred Stock convert shall be adjusted to reflect the Exchange Ratio.

A&R Charter

The A&R Charter, subject to the approval of the A&R Charter Proposal, will become effective upon consummation of the merger. The certificate of incorporation and bylaws of the surviving corporation will be the certificate of incorporation and bylaws of Firefly until thereafter amended.

For a more detailed description of the effects of the merger and merger consideration, see the sections titled “THE MERGER” beginning on page 129 and “THE MERGER AGREEMENT — Effects of Merger; Merger Consideration” beginning on page 153 of this joint proxy and consent solicitation statement/prospectus.

WaveDancer’s Reasons for the Merger

In evaluating strategic alternatives, the WaveDancer Board of Directors consulted with WaveDancer’s management and legal and financial advisors, reviewed a significant amount of information, and considered a number of factors, including, among others, the following factors regarding the combined company that the WaveDancer Board of Directors viewed as supportive of its decision to approve the merger with Firefly, as being in the best interests of WaveDancer’s stockholders:

The WaveDancer Board of Directors considered the analysis of B. Riley, which provided data to support the valuation of Firefly and the exchange ratio under the Merger Agreement. See “The Merger — Analysis of WaveDancer’s Financial Advisor” on page 136 of this prospectus.

The WaveDancer Board of Directors also reviewed various factors impacting the financial condition, results of operations and prospects for WaveDancer, including:

The WaveDancer Board of Directors also reviewed the terms and conditions of the proposed Merger Agreement and associated transactions, as well as the safeguards and protective provisions included therein intended to mitigate risks, including:

In its deliberations relating to the merger, the WaveDancer Board of Directors also considered a variety of risks and other countervailing factors related to the merger, including: