WAVEDANCER INC

Cautionary Statement Regarding Forward-Looking Statement

This Form 10-K contains forward-looking statements regarding our business, customer prospects, or other factors that may affect future earnings or financial results that are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and represent our estimates and assumptions only as of the date of this report. Except as required by law, we assume no obligation to update any forward-looking statements after the date of this report.

Additionally, these forward-looking statements are based on assumptions and are subject to risks and uncertainties which could cause actual results to vary materially from those expressed in the forward-looking statements. These risks include, among others, those detailed under the heading “Risk Factors Summary” and under the heading “Risk Factors” in Item 1A of this report. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Investors should read and understand the risk factors detailed in this report and in other filings with the Securities and Exchange Commission (“SEC”).

RISK FACTORS SUMMARY

On November 15, 2023, we executed an Agreement and Plan of Merger with Firefly Neuroscience, Inc. (“Firefly”). Pursuant to this agreement, Firefly will merge with a subsidiary we have organized, and we will be selling our entire business which is conducted through our Tellenger subsidiary. The following Risk Factors only will be relevant to our business if the merger with Firefly is not consummated. The risk factors that will pertain to the merger can be found in the proxy statement/prospectus contained in a Form S-4 registration statement which we filed with the Securities Exchange Commission, a copy of which can obtained on our website, www.wavedancer.com, or from the SEC website, www.sec.gov. You are encouraged to review those risk factors in conjunction with the risk factors appearing below.

Our business, financial condition, and operating results may be affected by a number of factors, whether currently known or unknown. Any one or more of such factors could directly or indirectly cause our actual results of operations and financial condition to vary materially from past or anticipated future results of operations and financial condition. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, results of operations, and stock price. We have provided a summary of some of these risks below, with a more detailed explanation of the risks applicable to us in Part I, Item 1A. “Risk Factors” and elsewhere in this report.