FIREFLY NEUROSCIENCE INC

For the period ended Dec 27, 2024. Filed Dec 6, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 27, 2024 · Filed Dec 6, 2024

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DEF 14A 1 ny20037589x1_def14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

December 6, 2024

To Our Stockholders:

On behalf of the Board of Directors (the “Board”) of Firefly Neuroscience, Inc. (the “Company,” “Firefly,” “our” or “we”), I cordially invite you to attend our 2024 annual meeting of stockholders (the “Annual Meeting”) at 10:00 a.m. Eastern Time on Friday, December 27, 2024. To provide access to our stockholders regardless of geographic location, this year’s Annual Meeting will be held in a virtual-only meeting format atwww.virtualshareholdermeeting.com/AIFF2024

Details regarding the meeting, the business to be conducted at the Annual Meeting and information about Firefly that you should consider when you vote your shares are described in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”), the Proxy Statement and the proxy card. We urge you to review these materials carefully and to vote your shares electronically via the Internet or by completing and returning the proxy card or voting instruction form. Our Proxy Statement and the 2023 Annual Report are available atwww.proxyvote.com.

At the Annual Meeting, we will ask stockholders to elect three Class I directors to our Board with terms expiring in 2027 annual meeting of stockholders. In addition, we will ask stockholders to ratify the appointment of Marcum Canada, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. We will also hold a non-binding, advisory vote to approve the compensation of the Company’s named executive officers and a non-binding, advisory vote to approve the frequency of holding an advisory vote on executive compensation. The Board recommends a vote “for” each of the first three proposals and the fifth proposal, and a vote of “every three years” for the frequency of holding a non-binding, advisory vote on executive compensation. Such other business will be transacted as may properly come before the Annual Meeting.

We hope you will be able to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, your vote is important. We encourage you to vote your shares electronically via the Internet or by completing and returning your proxy card prior to the Annual Meeting, in order for your shares to be represented and voted at the Annual Meeting. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting.

We urge you to read the accompanying Notice and Proxy Statement carefully and vote in accordance with the Board’s recommendations on all proposals.

Thank you for your continued support of Firefly Neuroscience, Inc. We look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ Greg Lipschitz

Greg Lipschitz,

Executive Chairman of the Board

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON FRIDAY, DECEMBER 27, 2024:

Our official Notice of Annual Meeting of Stockholders and Proxy Statement are available at:

www.proxyvote.com

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS OF

December 6, 2024

TIME: 10:00 a.m. Eastern Time

DATE: Friday, December 27, 2024

PLACE: www.virtualshareholdermeeting.com/AIFF2024

Purposes:

1.	To elect the three Class I directors named in the Proxy Statement to the Board of Directors (the “Board”) of the Company to serve three-year terms expiring at the 2027 annual meeting of stockholders (“Proposal 1”);

2.	To ratify the appointment of Marcum Canada, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (“Proposal 2”);

3.	To approve, on a non-binding, advisory basis, the compensation paid to our named executive officers (“Proposal 3”);

4.	To approve, on a non-binding, advisory basis, the frequency of holding a vote on executive compensation (“Proposal 4”);

To approve a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals (“Proposal 5”); and

6.	To transact such other business that is properly presented at the Annual Meeting and any adjournments or postponements thereof.

Stockholders are referred to the Proxy Statement for more detailed information with respect to the matters to be considered at the Annual Meeting. After careful consideration, the Board of Directors recommends a vote “FOR” Proposals 1 - 3, and 5, and “EVERY THREE YEARS” for Proposal 4.

Who May Vote:

Only stockholders of record as of the close of business on November 15, 2024 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting and any adjournments or postponements of the meeting. You will be able to participate in the virtual Annual Meeting online and vote your shares electronically during the meeting. You will not be able to attend the Annual Meeting in person.

To virtually attend the Annual Meeting, you must be a stockholder of record or beneficial owner as of the close of business on the Record Date. You will be able to virtually attend and participate in the Annual Meeting by visitingwww.virtualshareholdermeeting.com/AIFF2024 and entering the control number included in your proxy card. Stockholders of record will need their control number to vote at the virtual Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting, please call the technical support number available on the virtual meeting page on the morning of the Annual Meeting. Those without a control number may attend as guests of the meeting, but they will not have the option to vote their shares during the meeting. Beneficial owners of shares held in street name will need to follow the instructions provided by their broker, bank, trustee or other nominee that holds their shares. Stockholders will be also able to submit questions during the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for examination during normal business hours for ten (10) calendar days before the Annual Meeting at our address above. To the extent office access is impracticable, you may contact our Corporate Secretary at 1100 Military Road, Kenmore, NY 14217 or atpaul.krzywicki@fireflyneuro.com for alternative arrangements to examine the stockholder list. The email should state the purpose of the request and provide proof of ownership of our voting securities as of the close of business on the Record Date. Whether you plan to attend the Annual Meeting or not, we urge you to vote by following the instructions on your proxy card and submit your proxy by Internet or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting, pursuant to the directions set forth in the proxy materials.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Greg Lipschitz

Greg Lipschitz,

Executive Chairman of the Board

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