FIREFLY NEUROSCIENCE, INC.

Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2026 (the “Proxy Statement”), the relevant portions of which are incorporated by reference herein.

A copy of the Plan Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit.

Amendment No. 2 of Amended and Restated Certificate of Incorporation, As Amended

In connection with the approval by the stockholders of the Company at the Annual Meeting of a proposal to amend the Amended and Restated Certificate of Incorporation of the Company, as amended, to decrease the total number of authorized shares from 5,001,000,000 to 101,000,000, consisting of (i) 100,000,000 shares of Common Stock, and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”) (the “Charter Amendment Authorization”), on August 5, 2026, the Company filed the Amendment No. 2 of Amended and Restated Certificate of Incorporation, As Amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective on August 5, 2026, to effect the Charter Amendment Authorization.

The foregoing description of the Certificate of Amendment is a summary only and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. Additional information regarding the submission and approval of the proposal relating to the Charter Amendment Authorization is disclosed under Item 5.07 below.

On August 5, 2026, the Company held the Annual Meeting. As of June 8, 2026, the record date for the Annual Meeting, there were 15,604,571 shares of common stock, issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 9,703,536 shares were present in person or represented by proxy, which constituted a quorum. The holders of shares of the common stock are entitled to one vote for each share held.

At the Annual Meeting, the stockholders voted on six proposals, each of which is described in greater detail in the Proxy Statement, the relevant portions of which are incorporated by reference herein. At the Annual Meeting, stockholders approved Proposals 1, 2, 3, 4, 5 and 6, each of which was presented for a vote. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.

Proposal 1: A proposal to elect Arun Menawat as the Class III director to the Board of Directors (the “Board”) to serve until the annual meeting of stockholders to be held in 2029, or until his successor has been duly elected and qualified. The proposal was approved as set forth below:

Proposal 2: A proposal to