FIREFLY NEUROSCIENCE INC
For the period ended Feb 14, 2025. Filed Jan 21, 2025.
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Feb 14, 2025 · Filed Jan 21, 2025
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DEF 14A 1 ny20041104x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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FIREFLY NEUROSCIENCE, INC.
(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 |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be held on February 14, 2025
TO THE STOCKHOLDERS OF FIREFLY NEUROSCIENCE, INC.:
Dear Stockholder:
The board of directors (the “Board”) of Firefly Neuroscience, Inc. (the “Company”, “we”, “us”, or “our”) is soliciting proxies to be used at a special meeting of stockholders (the “Special Meeting”), which will be held on Friday, February 14, 2025 at 10:00 a.m., Eastern Time. To provide access to our stockholders regardless of geographic location, the Special Meeting will be held in a virtual-only meeting format atwww.virtualshareholdermeeting.com/AIFF2025SM.
The Special Meeting will be held for the following purposes:
| (1) | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 20% or more of our issued and outstanding common stock, par value $0.0001 per share (“common stock”), pursuant to the Securities Purchase Agreement (the “Security Purchase Agreement”), dated as of December 20, 2024, between the Company and Helena Special Opportunities LLC (“Helena”), including upon the conversion of a convertible note issued to Helena and upon the exercise of a warrant issued to Helena . |
| (2) | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 20% or more of our issued and outstanding common stock pursuant to the Purchase Agreement (the “Purchase Agreement”), dated December 20, 2024, between the Company and Arena Business Solutions Global SPC II, Ltd (“Arena”). |
| (3) | To approve an adjournment of the Special Meeting from time to time, to a later date or dates, if necessary or appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing proposal in the event the Company does not receive the requisite stockholder vote to approve such proposal or to establish a quorum. |
The foregoing items of business are more fully described in the proxy statement accompanying this notice or made available over the Internet. We are not aware of any other business to come before the Special Meeting.
Your attention is directed to the attached proxy statement accompanying this Notice for a more complete statement of matters to be considered at the Special Meeting.
The Board has fixed the close of business on January 6, 2025 as the record date (the “Record Date”) for a determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on January 6, 2025 are entitled to notice and to vote at the Special Meeting and any adjournment or postponement thereof.
It is important that your shares are represented at the Special Meeting. We urge you to review the attached proxy statement and, whether or not you plan to attend the Special Meeting, please vote your shares promptly by casting your vote via the Internet or any other provided voting option, or, if you receive a full set of proxy materials by mail or request one be mailed to you, and prefer to mail your proxy, please complete, sign, date, and return your proxy in the pre-addressed envelope provided, which requires no additional postage if mailed in the United States. You may revoke your vote by submitting a subsequent vote over the Internet, by mail or by any other option provided for voting before the Special Meeting, or by voting in person at the Special Meeting.
If you plan to attend the Special Meeting, please notify us of your intentions. This will assist us with meeting preparations. If your shares are not registered in your own name and you would like to attend the Special Meeting, please follow the instructions contained in the Proxy Materials that has been mailed to you, the attached proxy statement, and any other information forwarded to you by your broker, trust, bank, or other holder of record to obtain a valid proxy from it. Your proxy will be needed to gain admission to the Special Meeting and vote in person.
We look forward to seeing you at the Special Meeting.
By Order of the Board of Directors,
/s/ Greg Lipschitz
Greg Lipschitz
Executive Chairman and Interim Chief Executive Officer
Kenmore, NY
Dated: January 21, 2025
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on
Friday, February 14, 2025: Our official Notice of the Special Meeting and Proxy Statement are available at:
www.proxyvote.com
PROXY STATEMENT
for
2025 SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 14, 2025
This proxy statement and the accompanying proxy are being furnished with respect to the solicitation of proxies by the Board for the Special Meeting. The Special Meeting is to be held at 10:00 a.m., Eastern Time, on Friday, February 14, 2025, and at any adjournment(s) or postponement(s) thereof, in virtual format atwww.virtualshareholdermeeting.com/AIFF2025SM.
The approximate date on which this proxy statement and the accompanying notice and form of proxy are intended to be sent or made available to stockholders is on or about January 21, 2025. A proxy is your legal designation of another person to vote the stock you own. That designee is referred to as a proxy holder. Designation of a particular proxy holder can be effected by completion of a written proxy, or by voting via the Internet or by another provided voting option. If you return a proxy or vote by the Internet or other provided voting option, Greg Lipschitz, our Executive Chairman and Interim Chief Executive Officer, and Paul Krzywicki, our Chief Financial Officer, will act as your designated proxy holders for the Special Meeting and will vote your shares at the Special Meeting as you have instructed them on the proxy. This way, your shares will be voted whether or not you attend the Special Meeting. Even if you plan to attend the Special Meeting, we urge you to vote in one of the ways described below so that your vote will be counted even if you are unable or decide not to attend the Special Meeting.
IMPORTANT: Please mark, date, and sign the enclosed proxy card and promptly return it in the accompanying postage-paid envelope or vote by telephone or the Internet to assure that your shares are represented at the Special Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.