Firefly Neuroscience, Inc. Form 8-K Filing

Firefly Neuroscience, Inc. has entered into a securities purchase agreement with accredited investors to issue and sell up to 13,500,000 units at $1.50 per unit. The agreement includes an initial investment of $2,250,000 and allows for additional investments up to $18,000,000 within thirty days of the initial closing. Each unit consists of common stock or a pre-funded warrant, a 150% warrant, and a 200% warrant. The company completed its initial closing on March 12, 2026, issuing 1,500,000 units for $2,250,000. The offering was conducted as a private placement under Section 4(a)(2) of the Securities Act. Firefly Neuroscience has agreed to file a registration statement by April 15, 2026, covering the resale of issued shares and warrant shares. Investors have entered into a lock-up agreement, restricting the transfer of securities for six months, followed by a six-month graduated release schedule. The company also detailed the terms of the pre-funded common stock purchase warrants, including exercise procedures, price adjustments, and limitations on beneficial ownership.