Firefly Neuroscience Inc. SEC Filings

Firefly Neuroscience (AIFF) reported Q3 2025 results. Revenue rose to $388 thousand, driven mainly by the Evoke acquisition, yielding gross profit of $146 thousand. Operating loss was $2.656 million and net loss was $2.639 million for the quarter. For the nine months, revenue reached $730 thousand and net loss was $17.402 million, including a $9.369 million loss from change in derivative fair value and a $1.353 million loss on settlement of a convertible note.

Cash was $4.325 million at September 30, 2025; net cash used in operating activities was $6.389 million for the nine months. The company completed the Evoke Neuroscience deal for $3.0 million in cash plus 857,142 shares (valued at $2.743 million) and contingent consideration of $478 thousand, recording $5.175 million of goodwill. Management disclosed that recurring losses and limited revenue raise “substantial doubt” about continuing as a going concern. Common shares outstanding were 13,482,511 as of November 6, 2025.

Firefly Neuroscience, Inc. (AIFF) reported final results from its 2025 annual meeting and a reconvened session. Stockholders elected two Class II directors and ratified Marcum Canada, LLP as auditor. They approved an amendment to the 2024 Long‑Term Incentive Plan to add 317,820 shares and adopt an annual increase equal to the lower of 4% of shares outstanding or a Board‑set amount from January 1, 2026 through January 1, 2035.

At the reconvened meeting on October 31, 2025, stockholders approved a charter amendment increasing authorized shares to 5,001,000,000 (5,000,000,000 common; 1,000,000 preferred), with votes For 6,185,466, Against 1,303,224, Abstain 142,460. Earlier proposals passed with strong support, including auditor ratification (For 7,044,440). Shares outstanding were 13,448,848 as of September 4, 2025, and quorum was met at both sessions.

Firefly Neuroscience (AIFF) reported an insider equity grant. A company director received 73,892 deferred stock units (DSUs) on October 28, 2025 under the 2024 Long‑Term Incentive Plan. The DSUs vest quarterly over 12 months, and each DSU represents the right to receive one share of common stock. Following this transaction, the reporting person held 90,559 derivative securities on a direct ownership basis. The DSUs were reported at a $0.00 price.

Firefly Neuroscience (AIFF) reported a director equity award. On October 28, 2025, the reporting person received 49,262 deferred stock units (DSUs) under the 2024 Long‑Term Incentive Plan. These DSUs vest quarterly over 12 months, and each DSU represents the right to receive one share of common stock.

Following the award, the filing lists 65,929 derivative securities beneficially owned, held directly. The transaction was coded as an acquisition at a stated price of $0.00, consistent with a standard equity grant for board service.

Firefly Neuroscience, Inc. (AIFF) disclosed a Form 4 showing a director received 49,262 deferred stock units (DSUs) on October 28, 2025 under the Issuer's 2024 Long-Term Incentive Plan. The DSUs vest quarterly over 12 months, and each DSU represents the right to receive one share of common stock.

Following the grant, 65,929 derivative securities were beneficially owned, held directly. The transaction price for the DSUs was $0.00.

Firefly Neuroscience (AIFF) amended its definitive proxy to set a single, fixed increase in authorized capital for a stockholder vote. Proposal 4 now asks to raise total authorized shares from 101,000,000 to 5,001,000,000, consisting of 5,000,000,000 Common Stock and 1,000,000 Preferred Stock, via a Certificate of Amendment filed after approval. The revision removes any prior range or Board discretion to pick a number, aligning with Delaware law.

The company states this capacity supports future financing, acquisitions, partnerships, and other corporate purposes. The filing notes potential dilution from future issuances. As of the record date, 13,448,848 shares of Common Stock were outstanding. Proposal 4 is treated as a routine matter; brokers may vote without instructions, and for Proposals 3 and 4, abstentions and broker non-votes have no effect. Approval requires a majority of votes cast. The Board may abandon the amendment before filing even if approved.

Firefly Neuroscience (AIFF): A reporting group led by Windsor Private Capital disclosed open‑market sales of common stock under Rule 144. On 10/20/2025 they sold 33,500 shares at $2.457; on 10/21/2025 they sold 19,222 shares at $2.4004; and on 10/22/2025 they sold 78,031 shares at $2.0727.

Following these transactions, the group states it is no longer a beneficial owner of more than 10% of the company’s securities. After the final sale, 1,236,773 shares were beneficially owned indirectly, held through Windsor, per the filing footnotes.

Firefly Neuroscience (AIFF) insiders reported open‑market sales by a group affiliated with Windsor Private Capital. On 10/15/2025, 17,500 shares were sold at an average price of $2.7444; on 10/16/2025, 40,139 shares at $2.6522; and on 10/17/2025, 45,036 shares at $2.5462. Following these transactions, the group reported 1,452,701, then 1,412,562, and finally 1,367,526 shares beneficially owned. The filing notes these sales were conducted under Rule 144 and that the holdings are reported as indirectly owned through Windsor, with the reporting persons identified as members of a group that beneficially owns more than 10%.

Firefly Neuroscience (AIFF): insider group reports open-market sales

A group of reporting persons led by Windsor Private Capital LP, identified as more than 10% beneficial owners, disclosed multiple sales of Firefly Neuroscience common stock under Rule 144. Reported transactions include sales on 10/09/2025 (30,126 shares at $2.9441), 10/10/2025 (74,810 shares at $2.6994), 10/13/2025 (32,136 shares at $2.6525), and 10/14/2025 (29,500 shares at $2.739). Following these trades, the group reports 1,470,201 shares beneficially owned indirectly.

The securities are held by Windsor; related entities and individuals (including WPC entities and certain officers) may be deemed beneficial owners, with stated disclaimers of beneficial ownership except to the extent of pecuniary interest.