FIREFLY NEUROSCIENCE INC
For the period ended Oct 27, 2025. Filed Oct 3, 2025.
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Oct 27, 2025 · Filed Oct 3, 2025
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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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1100 Military Road
Kenmore, NY 14217
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on October 27, 2025
TO THE STOCKHOLDERS OF FIREFLY NEUROSCIENCE, INC.:
Dear Stockholders:
We are pleased to invite you to attend the annual meeting of stockholders (the “Annual Meeting”) of Firefly Neuroscience, Inc. (the “Company”, “we”, “us”, or “our”), which will be held on Monday, October 27, 2025 at 10 a.m., Eastern Time. To provide access to our stockholders regardless of geographic location, the Annual Meeting will be held in a virtual-only meeting format at www.virtualshareholdermeeting.com/AIFF2025, for the following purposes:
| (1) | To elect the two (2) Class II director nominees named in the accompanying proxy statement to the Company’s board of directors (the “Board of Directors” or the “Board”) to hold office until the 2028 Annual Meeting of Stockholders (the “2028 Annual Meeting”, and such proposal, “Proposal 1”); |
| (2) | To ratify the appointment of Marcum Canada LLP (“Marcum”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025 (the “Proposal 2”); |
| (3) | To approve an amendment to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) to (i) increase the maximum number of shares available for grant under the Plan (the “Plan Share Limit”) by 317,820 shares of common stock, par value $0.0001 per share (the “Common Stock”), and (ii) on the first day of each calendar year during the term of the Plan, commencing on January 1, 2026 and continuing until (and including) January 1, 2035, to automatically increase the Plan Share Limit to a number equal the lower of (a) four percent (4%) of the total number of shares of Common Stock issued and outstanding on the last calendar day of the prior fiscal year or (b) a number of shares of Common Stock determined by the Board, and the Amendment No.1 to the Plan attached to the proxy statement of the Company as Annex A be adopted and approved in all respects with immediate effect (the “Proposal 3”); |
| (4) | To approve and authorize the Board, in its discretion and without further shareholder approval, to implement at any time or from time to time an amendment or amendments to the Amended and Restated Certificate of Incorporation of Firefly Neuroscience, Inc. (the “Certificate of Incorporation”) to increase the total number of authorized shares from 101,000,000 to up to an aggregate of 5,001,000,000, consisting of (i) up to that number of shares of Common Stock, par value $0.0001 per share, as the Board may determine (not to exceed the maximum aggregate authorized amount less the number of authorized shares of Preferred Stock), and (ii) 1,000,000 shares of Preferred Stock, par value $0.0001 per share (which amount of Preferred Stock will remain fixed). The Board will determine the timing and the amount of any increase (not to exceed such maximums) and may delay, abandon, or implement the amendment in whole or in part, as it deems advisable, without further action by the shareholders (“Proposal 4”); and |
| (5) | To approve the adjournment of 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”). |
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 Annual 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 Annual Meeting.
The Board of Directors has fixed the close of business on September 4, 2025 as the record date (the “Record Date”) for a determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on September 4, 2025 are entitled to notice and to vote at the Annual Meeting and any adjournment or postponement thereof.
It is important that your shares are represented at the Annual Meeting. We urge you to review the attached proxy statement and, whether or not you plan to attend the Annual 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 Annual Meeting, by voting in person at the Annual Meeting, or by submitting a properly-executed revocation of proxy in writing by mail submitted to the Secretary prior to the date of the Annual Meeting.
If you plan to attend the Annual 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 Annual Meeting, please follow the instructions contained in the Notice of Internet Availability of 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 Annual Meeting and vote in person.
We look forward to seeing you at the Annual Meeting.
By Order of the Board of Directors,
/s/ Arun Menawat
Arun Menawat
Chairman of the Board
Kenmore, NY
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held
on Monday, October 27, 2025:
Our proxy statement and annual report to security holders for the year ended December 31, 2024 are
available at www.virtualshareholdermeeting.com/AIFF2025.
1100 Military Road
Kenmore, NY 14217
PROXY STATEMENT FOR THE
2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, OCTOBER 27, 2025
This Proxy Statement, along with the Notice of Annual Meeting, contains information about the 2025 Annual Meeting (the “Annual Meeting”) of Firefly Neuroscience, Inc., including any adjournments or postponements thereof. We are holding the Annual Meeting at 10 a.m., Eastern Time, on Monday, October 27, 2025, in virtual format at www.virtualshareholdermeeting.com/AIFF2025.
In this Proxy Statement, we refer to Firefly Neuroscience, Inc. as “Firefly,” “the Company,” “we” and “us.”
This Proxy Statement relates to the solicitation of proxies by our Board of Directors for use at the Annual Meeting.
On or about October 3, 2025, we will begin sending proxy materials to stockholders entitled to vote at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER ANNUAL MEETING
TO BE HELD ON MONDAY, OCTOBER 27, 2025
This Proxy Statement, our Notice of Annual Meeting of Stockholders and our 2024 Annual Report on Form 10-K are available for viewing, printing and downloading atwww.proxyvote.com.
Additionally, you can find a copy of our 2024 Annual Report on Form 10-K, which includes our financial statements and notes thereto, for the fiscal year ended December 31, 2024, on the website of the Securities and Exchange Commission (the “SEC”), atwww.sec.gov, or in the “SEC Filings” section of the “Investors” section of our website atwww.fireflyneuro.com.
The mailing address of the Company is 1100 Military Road, Kenmore, NY 14217.
At the Annual Meeting, the Company expects the following matters to be acted upon:
| (1) | To elect the two (2) Class II director nominees named in this proxy statement to the Company’s board of directors (the “Board of Directors” or the “Board”) to hold office until the 2028 Annual Meeting of Stockholders (the “2028 Annual Meeting”, and such proposal, “Proposal 1”); |
| (2) | To ratify the appointment of Marcum Canada LLP (“Marcum”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025 (“Proposal 2”); |
| (3) | To approve an amendment to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) to (i) increase the maximum number of shares available for grant under the Plan (the “Plan Share Limit”) by 317,820 shares of common stock, par value $0.0001 per share (the “Common Stock”), and (ii) on the first day of each calendar year during the term of the Plan, commencing on January 1, 2026 and continuing until (and including) January 1, 2035, to automatically increase the Plan Share Limit to a number equal the lower of (a) four percent (4%) of the total number of shares of Common Stock issued and outstanding on the last calendar day of the prior fiscal year or (b) a number of shares of Common Stock determined by the Board, and the Amendment No.1 to the Plan attached to the proxy statement of the Company as Annex A be adopted and approved in all respects with immediate effect (“Proposal 3”); |
| (4) | To approve and authorize the Board, in its discretion and without further shareholder approval, to implement at any time or from time to time an amendment or amendments to the Amended and Restated Certificate of Incorporation of Firefly Neuroscience, Inc. (the “Certificate of Incorporation”) to increase the total number of authorized shares from 101,000,000 to up to an aggregate of 5,001,000,000, consisting of (i) up to that number of shares of Common Stock, par value $0.0001 per share, as the Board may determine (not to exceed the maximum aggregate authorized amount less the number of authorized shares of Preferred Stock), and (ii) 1,000,000 shares of Preferred Stock, par value $0.0001 per share (which amount of Preferred Stock will remain fixed). The Board will determine the timing and the amount of any increase (not to exceed such maximums) and may delay, abandon, or implement the amendment in whole or in part, as it deems advisable, without further action by the shareholders (“Proposal 4”); and |
| (5) | To approve the adjournment of 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”). |
The Board unanimously recommends that you vote “For” Proposals No. 1, 2, 3, 4, and 5.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.