8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 29, 2021

WaveDancer, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-22405	54-1167364
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12015 Lee Jackson Memorial Highway, Ste 210

Fairfax, VA 22033

(Address of principal executive offices, including zip code)

703-383-3000

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	WAVD	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01         Regulation FD Disclosure.

On December 29, 2021 WaveDancer, Inc. (the “Company”) issued a press release announcing its publication of an Information Memorandum (the “Information Memo”) to update the public on its business after its acquisition of Gray Matters, Inc. on December 10, 2021. The press release included a link to the Company’s website where the Information Memo can be accessed. A copy of the Information Memo and the press release are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K  (the “Report”) and are incorporated herein by reference.

The information in Item 7.01 of this Report and the Information Memo attached hereto as Exhibit 99.1 and the press release attached hereto as Exhibit 99.2 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

Forward-looking statements

This Report, including its exhibits, may contain forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “projects,” “expects,” “may,” “goal,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” or “anticipates,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy or objectives. Forward-looking statements involve estimates, anticipated or expected events, expectations, projections, trends, results, goals, forecasts, assumptions, risks and uncertainties. The Company cautions readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties. The forward-looking statements contained in the Information Memo speak only as of the date of the material, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to the Information Memo. Certain factors may cause results to differ materially from those anticipated by some of the statements made in the Information Memo. Please carefully review our filings with the SEC as we have identified many risk factors that impact our business plan. Investors are urged to consider closely the disclosures in our Forms 10-K, 10-Q, 8-K and other filings with the SEC, which can be electronically accessed from our website or the SEC’s website at http://www.sec.gov/.

Item 9.01         Financial Statements and Exhibits

Exhibits

Exhibit No.	Description
EX-99.1	Information Memorandum
EX-99.2	Press Release dated December 29, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		WaveDancer, Inc.
Date: December 30, 2021	By:	/s/ Timothy G. Hannon
		Timothy G. Hannon
		Chief Financial Officer

EX-99.1

Exhibit 99.1

EX-99.2

Exhibit 99.2

WaveDancer Releases Investor Information Memorandum Highlighting its Transformative Rebranding Initiatives

FAIRFAX, VA, December 29, 2021 – WaveDancer, Inc. (NASDAQ: WAVD), today published an Investor Information Memorandum to update the public on its major transformation following the acquisition of Gray Matters, Inc. in December 2021. The Company has rebranded as WaveDancer, reflecting the new direction of the business as a provider of software solutions to government and commercial organizations.

WaveDancer CEO Jamie Benoit noted, “Our acquisition of Gray Matters sets us on a new course as a company. We have taken several steps to position WaveDancer as a leader in the Blockchain, Secure Supply Chain, and Zero Trust marketplaces. As we undergo this transformation throughout 2022, we plan to arm the investment community with detailed and up-to-date information about our business as it undergoes significant changes. The release of this Investor Information Memorandum provides more detail on our markets and progress and provides greater insight into where we are headed in 2022 and beyond.”

The Investor Information Memorandum provides more information on the company’s new strategic direction as WaveDancer and can be found on the company website by following the link below:

https://wavedancer.com/wavedancer-investor-information-memorandum/

About WaveDancer

WaveDancer (www.wavedancer.com), headquartered in Fairfax, Virginia, is a provider of zero trust software solutions, specializing in secure supply chain management, as well as cutting edge IT network security.

WaveDancer’s technology brings all transactions, documentation, authorizations – every aspect of a process – together in one zero-trust, web-based interface that provides an unprecedented level of accountability, auditability, and predictability. WaveDancer’s enterprise blockchain and encryption algorithm technology is in production at the vanguard of some of the most important government requirements.

The WaveDancer platform can be customized and integrated to work with any company’s existing systems and processes and includes features such as chat, smart contracting, and asset lifecycle management, to streamline the entire lifecycle of a supply chain management process.

It was previously announced that the Company combined its legacy business into its subsidiary Tellenger, Inc, (www.Tellenger.com) with Stan Reese as President. Under the Tellenger name it will continue as a leading information technology company specializing in software development, cloud optimization, system modernizations, and cybersecurity services.

Additional information for investors

This release may contain forward-looking statements regarding the Company's business, customer prospects, or other factors that may affect future earnings or financial results. Such statements involve risks and uncertainties which could cause actual results to vary materially from those expressed in the forward-looking statements. Investors should read and understand the risk factors detailed in the Company's 10-K for the fiscal year ended December 31, 2020 and in other filings with the Securities and Exchange Commission.

For additional information contact:

Jeremy Hellman, CFA

Vice President

The Equity Group Inc.

(212) 836-9626

Summers Bruce

The Equity Group, Inc.

(212) 836-9612

Tim Hannon, CFO

thannon@wavedancer.com

XML

Document And Entity Information	Dec. 29, 2021
Document Information [Line Items]
Entity, Registrant Name	WaveDancer, Inc.
Document, Type	8-K
Document, Period End Date	Dec. 29, 2021
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-22405
Entity, Tax Identification Number	54-1167364
Entity, Address, Address Line One	12015 Lee Jackson Memorial Highway
Entity, Address, Address Line Two	Ste 210
Entity, Address, City or Town	Fairfax
Entity, Address, State or Province	VA
Entity, Address, Postal Zip Code	22033
City Area Code	703
Local Phone Number	383-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	WAVD
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000803578