FIREFLY NEUROSCIENCE, INC.
For the period ended May 6, 2026. Filed May 12, 2026.
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May 6, 2026 · Filed May 12, 2026
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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): May 6, 2026
FIREFLY NEUROSCIENCE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41092 | 54-1167364 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1100 Military Road, Kenmore, NY | 14217 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
(888) 237-6412
(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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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, par value $0.0001 per share | AIFF | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
On May 6, 2026, Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor up to 666,667 units (each a “Unit” and, collectively, the “Units”), at a purchase price of $1.50 per Unit, for aggregate gross proceeds of up to $1,000,000. Each Unit consists of (i) one share (each a “Share” and, collectively, the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”); (ii) one common stock purchase warrant (the “150% Warrant”) to purchase one share of Common Stock over five (5) years at an exercise price of $1.88 per share; and (iii) one common stock purchase warrant (the “200% Warrant”, together with the 150% Warrant, the “Warrants”) to purchase one share of Common Stock over five (5) years at an exercise price of $2.50 per share. Shares of Common Stock issuable upon exercise of the Warrants are collectively referred to as the “Warrant Shares.” The Warrants include a
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