Firefly Neuroscience Updates Acquisition Terms for Evoke Neuroscience

Firefly Neuroscience clarifies payment terms for its Evoke acquisition, confirming that the earn-out will be in common stock.

Overview of the Acquisition Correction

Firefly Neuroscience, Inc. has released a correction concerning its May 5, 2025 press announcement about acquiring Evoke Neuroscience, Inc. The update emphasizes that potential earn-out payments for Evoke investors will be issued in Firefly’s common stock, rather than cash. This acquisition significantly bolsters Firefly’s assets by expanding its proprietary database of EEG/ERP assessment records and enhancing its patent portfolio. The agreement includes a $6 million payment that is evenly divided between cash and stock. Evoke plans to utilize its established technology to support Firefly’s ambitions of developing a foundational model of the human brain. Firefly’s CEO shares a positive outlook on innovation and growth opportunities stemming from this acquisition.

Advantages of the Acquisition

• Firefly’s acquisition enhances its proprietary database to over 180,000 standardized EEG/ERP assessment records, improving research capabilities.
• The transaction adds 27 granted patents and more than 60 current commercial users, thereby increasing Firefly’s intellectual property and market presence.
• Collaboration with NVIDIA’s advanced software resources is anticipated to fast-track innovation and development of Firefly’s Brain Network Analytics (BNA™) technology.
• This deal reinforces Firefly’s goal to develop the first EEG/ERP-based foundational model of the human brain, potentially leading to significant advancements in diagnosing and treating neurological disorders.

Challenges Ahead

• The clarification that the earn-out payment will be in Firefly’s common stock instead of cash may cause liquidity concerns among prospective investors.
• The press release contains a notable forward-looking statement highlighting risks and uncertainties, which may prompt investors to exercise caution due to the possibility of unforeseen negative developments.
• Firefly’s reliance on the success of Evoke’s acquired business to meet revenue targets raises concerns about dependency on external factors, increasing perceived risks for investors.

Frequently Asked Questions

What was the recent correction in Firefly’s press release?

The correction detailed that an earn-out for Evoke investors will be paid in Firefly’s common stock.

What are the key benefits of Firefly’s acquisition of Evoke Neuroscience?

The acquisition significantly expands Firefly’s proprietary database, patent holdings, and commercial users, thereby improving its position in the market.

How much did Firefly pay for the acquisition of Evoke?

The acquisition cost Firefly $6 million, with half paid in cash and the other half in common stock.

What is the potential financial incentive for Evoke investors?

Evoke investors could earn a $500,000 pay-out in Firefly’s stock if specified revenue targets are achieved.

What technology does Firefly utilize for brain health assessments?

Firefly employs its FDA-cleared Brain Network Analytics (BNA™) technology for thorough brain health evaluations.

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Full Release

A correction regarding 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. The corrected press release states that the earn-out for Evoke investors will be 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 to 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 focused on creating technologies for comprehensive brain health assessments. This transaction marks a crucial step toward Firefly building a proprietary model of the human brain using its FDA-cleared Brain Network Analytics (“BNA™”) technology.

As a result of this acquisition, Firefly now holds:

• The largest proprietary database of over 180,000 standardized EEG/ERP assessment records.

• 27 granted patents.
• More than 60 current commercial users.

These enhancements represent significant multipliers in Firefly’s proprietary brain scans, patents, and commercial partnerships, reflecting growth across various dimensions due to the acquisition.

Key terms of the purchase involve:

• $6 million, with 50% in cash and 50% in Firefly’s common stock at $3.50 per share.
• Eligible Evoke investors may receive a $500,000 earn-out in Firefly’s stock at $3.50 per share if Evoke’s acquired business achieves at least $3 million in annualized revenues within three years.

“Over the past 16 years, we have generated approximately $30 million in total revenues while also acquiring the largest collection of EEG/ERP electrophysiological data through our proprietary technology,” stated David Hagedorn, Ph.D., BCN, CEO and CSO of Evoke. “The technological, clinical, and commercial synergies between Evoke and Firefly make this transaction a natural evolution for both firms, promising growth for all stakeholders.”

“These are exciting times as Firefly enters a phase of rapid growth and groundbreaking innovation,” remarked Greg Lipschitz, CEO of Firefly. “Our BNA™ database is poised to expand with each clinical study and assessment, bolstered by essential access to resources