FIREFLY NEUROSCIENCE, INC.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
AIFF$0.98+2.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
(a) List of Documents Filed as a Part of This Report:
(1)Index to Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024
Notes to Consolidated Financial Statements
(2)Index to Financial Statement Schedules:
All schedules have been omitted because the required information is included in the financial statements or the notes thereto, or because it is not required.
(3)Index to Exhibits:
See exhibits listed under “—(b) Exhibits” below.
(b) Exhibits:
| Exhibit | Description |
| 2.1 | Agreement and Plan of Merger, dated November 15, 2023, by and among WaveDancer, Inc., FFN Merger Sub, Inc., and Firefly Neuroscience, Inc.(incorporated herein by reference to Annex A-1 to the Company’s registration statement on Form S-4/A, filed with the SEC on February 2, 2024). |
| 2.2 | Amendment No. 1 to Agreement and Plan of Merger, dated January 12, 2024, by and among by and among WaveDancer, Inc., FFN Merger Sub, Inc., and Firefly Neuroscience, Inc. (incorporated herein by reference to Annex A-2 to the Company’s registration statement on Form S-4/A, filed with the SEC on February 2, 2024). |
| 2.3 | Amendment No. 2 to Agreement and Plan of Merger, dated June 17, 2024, by and among by and among WaveDancer, Inc., FFN Merger Sub, Inc., and Firefly Neuroscience, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 21, 2024). |
| 2.4 | Stock Purchase Agreement between Registrant and Wavetop Solutions, Inc., dated November 15, 2023 (incorporated herein by reference to Annex F to the Company’s registration statement on Form S-4/A, filed with the SEC on February 2, 2024). |
| 3.1 | Amended and Restated Certificate of Incorporation of Firefly Neuroscience, Inc (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024). |
| 3.2 | Certificate of Amendment No.1 of Amended and Restated Certificate of Incorporation of Firefly Neuroscience, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s registration statement on Form S-3 filed with the SEC on December 3, 2025). |
| 3.3 | Amended and Restated Bylaws of Firefly Neuroscience, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024). |
| 4.1 | Description of Capital Stock of Firefly Neuroscience, Inc. |
| 4.2 | Form of Series C Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s registration statement on Form S-1 filed with the SEC on September 27, 2024). |
| 4.3 | Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 29, 2024). |
| 4.4 | Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 29, 2024). |
| 4.5 | Form of Series D Warrant (incorporated herein by reference to Exhibit 4.4 to the Company’s registration statement on Form S-1 filed with the SEC on September 27, 2024). |
| 4.6 | Form of Broker Warrant (incorporated herein by reference to Exhibit 4.5 to the Company’s registration statement on Form S-1 filed with the SEC on September 27, 2024). |
| 4.7 | Form of Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.7 to the Company’s Current Report on Form 10-K, filed with the SEC on April 3, 2025) |
| 4.8 | Common Stock Purchase Warrant issued to Canaccord Genuity Corp., dated as of March 28, 2025 (incorporated herein by reference to Exhibit 4.9 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025). |
| 4.9 | Common Stock Purchase Warrant issued to Research Capital Corporation, dated as of February 10, 2025 (incorporated herein by reference to Exhibit 4.9 to the Company’s registration statement on Form S-1, filed with the SEC on July 18, 2025). |
| 4.10 | Common Stock Purchase Warrant issued to Alex Spiro, dated as of September 19, 2024 (incorporated herein by reference to Exhibit 4.10 to the Company’s registration statement on Form S-1, filed with the SEC on July 18, 2025). |
| 4.11 | Form of Pre-Funded Common Stock Purchase Warrant in June 2025 Units Offering (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2025). |
| 4.12 | Form of $3.50 Common Stock Purchase Warrant in June 2025 Units Offering (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2025). |
| 4.13 | Form of $4.00 Common Stock Purchase Warrant in June 2025 Units Offering (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on June 16, 2025). |
| 4.14 | Form of Common Stock Purchase Warrant in the Warrants Cancellation and Exchange (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2025) |
| 4.15 | Form of Pre-Funded Common Stock Purchase Warrant in March 2026 Units Offering (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 12, 2026). |
| 4.16 | Form of 150% Common Stock Purchase Warrant in March 2026 Units Offering (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 12, 2026). |
| 4.17 | Form of 200% Common Stock Purchase Warrant in March 2026 Units Offering (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the SEC on March 12, 2026). |
| 10.1† | ElmindaLtd. Share Option Plan (incorporated herein by reference to Exhibit10.12 to the Company’s registration statement on Form S-4, filed with the SEC on January 22, 2024). |
| 10.2† | Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan(incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024). |
| 10.3† | Amendment No. 1 to Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 99.2 to the Company’s Form S-8, filed with the SEC on November 18, 2025) |
| 10.4† | Form of Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 99.3 to the Company’s Form S-8, filed with the SEC on November 18, 2025) |
| 10.5† | Form of Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 99.4 to the Company’s Form S-8, filed with the SEC on November 18, 2025) |
| 10.6† | Form of Deferred Stock Unit Agreement (incorporated herein by reference to Exhibit 99.6 to the Company’s Form S-8, filed with the SEC on November 18, 2025) |
| 10.7† | Form of Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 99.14 to the Company’s Form S-8, filed with the SEC on November 18, 2025) |
| 10.8† | Form of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 99.19 to the Company’s Form S-8, filed with the SEC on November 18, 2025) |
| 10.9† | Employment Agreement, dated February 2, 2017, by and between Firefly Neuroscience,Ltd. (formally known as Elminda Ltd.) and Gil Issachar (incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 10-K, filed with the SEC on April 3, 2025) |
| 10.10† | Addendum to Personal Employment Agreement, dated February 4, 2026, by and between Firefly Neuroscience Ltd. and Gil Issachar (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 4, 2026) |
| 10.11† | Form of Indemnification Agreement(incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024). |
| 10.12 | Common Stock Purchase Agreement by and between WaveDancer, Inc. and B. Riley Principal Capital II, LLC dated July 8, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 11, 2022). |
| 10.13 | Registration Rights Agreement by and between the Registrant and B. Riley Principal Capital II, LLC dated July 8, 2022(incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 11, 2022). |
| 10.14 | Securities Purchase Agreement, dated as of July 26, 2024, by and among the Company and the investors signatory thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 29, 2024) |
| 10.15 | Master Services Agreement, dated as of June 27, 2024, by and between Firefly Neuroscience, Inc. and Deal, Inc. (incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025). |
| 10.16 | Form of Convertible Promissory Note issued to Helena Special Opportunities LLC (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 23, 2024) |
| 10.17 | Form of Common Stock Purchase Warrant issued to Helena Special Opportunities LLC (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 23, 2024) |
| 10.18 | Securities Purchase Agreement, dated December 20, 2024, between Firefly Neuroscience, Inc. and Helena Special Opportunities LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 23, 2024) |
| 10.19† | Employment Agreement, dated as of March 12, 2025, by and between Deel Canada Services, Inc. and Paul Krzywicki (incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025). |
| 10.20† | Executive Employment Agreement, dated March 27, 2025, by and between Firefly Neuroscience, Inc. and Greg Lipschitz (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 31, 2025) |
| 10.21 | Form of Private Placement Subscription Agreement between Firefly Neuroscience, Inc. and the Subscribers (incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025). |
| 10.22† | Executive Employment Agreement, dated April 18, 2025, by and between Firefly Neuroscience, Inc. and David DeCaprio (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2025). |
| 10.23 | Letter Agreement, dated April 18, 2025, between Firefly Neuroscience, Inc. and BPY Limited (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2025). |
| 10.24 | Letter Agreement, dated April 18, 2025, between Firefly Neuroscience, Inc. and Nomis Bay Ltd. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2025). |
| 10.25 | Mutual Release & Settlement Agreement, dated April 23, 2025, among Firefly Neuroscience, Inc., Firefly Neuroscience Ltd., Ian McLean, and 1128526 Alberta Ltd. (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2025). |
| 10.26 | Private Placement Subscription Agreement, dated April 23, 2025, among Firefly Neuroscience, Inc., Firefly Neuroscience Ltd., Ian McLean, and 1128526 Alberta Ltd.(incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2025). |
| 10.27 | Securities Purchase Agreement dated April 30, 2025, by and among Firefly Neuroscience Inc., Evoke Neuroscience, Inc., and stockholders of Evoke (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 5, 2025). |
| 10.28 | Finder’s Fee Agreement dated January 31, 2025 between Firefly Neuroscience, Inc. and Canaccord Genuity Corporation (incorporated herein by reference to Exhibit10.29 to the Company’s registration statement on Form S-1, filed with the SEC on July 18, 2025). |
| 10.29 | Finder’s Fee Agreement dated February 3, 2025 between Firefly Neuroscience, Inc. and Research Capital Corporation (incorporated herein by reference to Exhibit 10.30 to the Company’s registration statement on Form S-1, filed with the SEC on July 18, 2025). |
| 10.30 | Securities Purchase Agreement dated June 16, 2025, between Firefly Neuroscience, Inc and certain investors (incorporated herein by reference to Exhibit 10.31 to the Company’s registration statement on Form S-1, filed with the SEC on July 18, 2025). |
| 10.31 | Consulting Agreement dated March 16, 2024, between Firefly Neuroscience, Inc. and Alex Spiro (incorporated herein by reference to Exhibit 10.32 to the Company’s registration statement on Form S-1, filed with the SEC on July 18, 2025). |
| 10.32 | Share Issuance and Release of Liability Agreement dated June 17, 2025, between Firefly and Charlotte Baumeister (incorporated herein by reference to Exhibit 10.33 to the Company’s registration statement on Form S-1, filed with the SEC on July 18, 2025). |
| 10.33 | Separation Agreement and Release dated June 11, 2025, between Firefly and Jason DuBraski (incorporated herein by reference to Exhibit 10.34 to the Company’s registration statement on Form S-1, filed with the SEC on July 18, 2025). |
| 10.34 | Form of Warrants Cancellation and Exchange Agreement, dated as of December 16, 2025, between Firefly Neuroscience, Inc. and the other parties signatory thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2025) |
| 10.35 | ATM Agreement by and between Konik Capital Partners, LLC, a division of T.R. Winston and Company, LLC, dated February 3, 2026 (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2026) |
| 10.36 | Form of Securities Purchase Agreement between Firefly Neuroscience, Inc. and the March 2026 Investors, dated March 8, 2026 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 12, 2026). |
| 10.37 | Form of Lock-Up Agreement between Firefly Neuroscience, Inc. and the March 2026 Investors, dated March 8, 2026 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 12, 2026). |
| 14.1 | Code of Ethics and Business Conduct |
| 16.1 | Letter from Turner, Stone & Company LLP to the Securities and Exchange Commission dated October 31, 2024 (incorporated herein by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 1, 2024). |
| 19.1 | Firefly Neuroscience, Inc. Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025). |
| 21.1 | List of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 3, 2025) |
| 23.1 | Consent of CBIZ Canada LLP, independent registered public accounting firm. |
| 31.1 | Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Firefly Neuroscience, Inc. Compensation Recovery Policy (incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2025). |
| 101.PRE | InlineXBRL Instance Document |
| 101.INS | InlineXBRL Taxonomy Extension Schema Document |
| 101.SCH | InlineXBRL Taxonomy Extension Calculation Linkbase Document |
| 101.CAL | InlineXBRL Taxonomy Extension Definition Linkbase Document |
| 101.DEF | InlineXBRL Taxonomy Extension Label Linkbase Document |
| 101.LAB | InlineXBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| † | Executive Compensation plan or arrangement |
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