Firefly Neuroscience raises $8M in unit sale

Firefly Neuroscience, Inc. completed an additional private financing closing, issuing 5,333,333 Units to an accredited investor for a total purchase price of $8,000,000 at $1.50 per Unit under its existing Securities Purchase Agreement.

Rhea-AI Filing Summary

Firefly Neuroscience, Inc. completed an additional private financing closing, issuing 5,333,333 Units to an accredited investor for a total purchase price of $8,000,000 at $1.50 per Unit under its existing Securities Purchase Agreement.

The company and all investors entered into an Amended and Restated Lock-Up Agreement, restricting transfers of specified securities for a 30-day period ending on May 16, 2026, after which the lock-up securities will be fully released. In connection with this closing, investors also agreed to extend the deadline for the company to file a related Registration Statement with the SEC to May 21, 2026, with targeted effectiveness within 45 or 90 days after filing, depending on SEC review.

Insights

Equity capital markets analyst

Firefly adds $8M of equity capital via a short-lockup private unit sale.

Firefly Neuroscience completed an additional closing of a previously agreed private placement, issuing 5,333,333 Units at $1.50 per Unit for gross proceeds of $8,000,000. This follows a March agreement allowing investors to buy up to $18,000,000 of Units across multiple closings.

The amended and restated lock-up restricts investors from transferring covered securities until May 16, 2026, providing a short period of trading stability before all lock-up securities are released. The agreement otherwise tracks the original lock-up terms and terminates when the lock-up expires or if the purchase agreement ends before any closing.

Investors extended the company’s deadline to file a resale Registration Statement to May 21, 2026, with targeted effectiveness within 45 or 90 days after filing, depending on SEC review. The offering relied on Section 4(a)(2) and Rule 506(b) exemptions, with the additional investor confirming accredited investor status.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Additional closing size: $8,000,000 Units issued: 5,333,333 Units Unit purchase price: $1.50 per Unit +4 more

7 metrics

Additional closing size $8,000,000 Total purchase price at April 16, 2026 additional closing

Units issued 5,333,333 Units Units sold to an accredited investor at the additional closing

Unit purchase price $1.50 per Unit Price per Unit under the Securities Purchase Agreement

Aggregate unit rights $18,000,000 Maximum aggregate Units investors may purchase in subsequent closings

Lock-up period length 30 days Lock-Up Securities transfer restriction ending May 16, 2026

Registration filing deadline May 21, 2026 Extended deadline to file Registration Statement with SEC

Effectiveness targets 45 or 90 days after filing Target Registration Statement effectiveness depending on SEC review

Key Terms

Securities Purchase Agreement, Amended and Restated Lock-Up Agreement, Registration Statement, Rule 506(b) of Regulation D, +2 more

6 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement, dated as of March 8, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Amended and Restated Lock-Up Agreement financial

"entered into an Amended and Restated Lock-Up Agreement, dated as of April 16, 2026"

Registration Statement regulatory

"extend the deadline for the Company to file the Registration Statement with the SEC to May 21, 2026"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Rule 506(b) of Regulation D regulatory

"in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

accredited investor financial

"it qualifies as an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

Lock-Up Securities financial

"each Investor has agreed not to transfer any Lock-Up Securities during a thirty (30) day period"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Firefly Neuroscience (AIFF) complete on April 16, 2026?

Firefly Neuroscience completed an additional private closing of a prior financing, issuing 5,333,333 Units to an accredited investor for a total purchase price of $8,000,000 at $1.50 per Unit. This closing occurred under its existing Securities Purchase Agreement with investors.

What are the key terms of the new lock-up agreement for Firefly Neuroscience (AIFF) investors?

Investors entered an Amended and Restated Lock-Up Agreement restricting transfers of specified “Lock-Up Securities” for 30 days, ending on May 16, 2026. After this Lock-Up Period, all such securities are fully released from transfer restrictions, and the agreement otherwise mirrors the original lock-up terms.

How did the Firefly Neuroscience (AIFF) financing affect its registration statement timeline?

In connection with the additional closing, investors agreed to extend Firefly’s deadline to file a related Registration Statement with the SEC to May 21, 2026. The company will use best efforts for effectiveness within 45 days if not reviewed, or 90 days if reviewed.

Under what exemptions was Firefly Neuroscience (AIFF) able to sell the Units?

The additional closing was structured as a private placement exempt from Securities Act registration under Section 4(a)(2) and Rule 506(b) of Regulation D. The additional investor represented that it is an accredited investor as defined in Rule 501(a) of Regulation D.

What happens to the Amended and Restated Lock-Up Agreement for Firefly Neuroscience (AIFF)?

The Amended and Restated Lock-Up Agreement automatically terminates on the earlier of the Lock-Up Period’s expiration on May 16, 2026, or termination of the Securities Purchase Agreement before any closing. Until then, it limits transfers of defined Lock-Up Securities by the investors.

How many Units can Firefly Neuroscience (AIFF) sell under its Securities Purchase Agreement?

Under the Securities Purchase Agreement disclosed earlier, initial investors received the right, but not the obligation, to purchase in aggregate up to $18,000,000 of Units in one or more additional closings. The April 16, 2026 closing represents an $8,000,000 portion of that capacity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/22/2026 - 04:30 PM EDT Learn about SEC filing dates

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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): April 16, 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)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026 (the “Prior 8-K”), Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement, dated as of March 8, 2026 (the “Purchase Agreement”), with certain accredited investors (the “Initial Investors”), pursuant to which the Company agreed to issue and sell units (each a “Unit” and, collectively, the “Units”) at a purchase price of $1.50 per Unit. Under the Purchase Agreement, the Initial Investors were granted the right, but not the obligation, to purchase in the aggregate up to $18,000,000 of Units in one or more subsequent closings (each, an “Additional Closing”) within thirty (30) days following the initial closing date.

On April 16, 2026, the Company consummated an Additional Closing under the Purchase Agreement, pursuant to which the Company issued 5,333,333 Units to an accredited investor (the “Additional Investor”, together with the Initial Investors, the “Investors”) at a total purchase price of $8,000,000. The Units were issued on the same terms and conditions as described in the Prior 8-K, including the price of $1.50 per Unit.

The Company and each Investor entered into an Amended and Restated Lock-Up Agreement, dated as of April 16, 2026 (the “A&R Lock-Up Agreement”), which amended and restated the Lock-Up Agreement described in the Prior 8-K. Under the A&R Lock-Up Agreement, each Investor has agreed not to transfer any Lock-Up Securities (as defined in the Prior 8-K) during a thirty (30) day period ending on May 16, 2026 (the “Lock-Up Period”). Upon expiration of the Lock-Up Period, all Lock-Up Securities will be fully released from the transfer restrictions. The A&R Lock-Up Agreement otherwise contains substantially the same terms as the original Lock-Up Agreement. The A&R Lock-Up Agreement will automatically terminate upon the earlier of (i) the expiration of the Lock-Up Period (i.e., May 16, 2026) or (ii) the termination of the Purchase Agreement prior to any Closing.

In connection with the Additional Closing, the Investors have also agreed to extend the deadline for the Company to file the Registration Statement (as defined in the Prior 8-K) with the SEC to May 21, 2026. The Company will use its best efforts to cause the Registration Statement to become effective (i) within 45 calendar days after filing if the SEC does not review the Registration Statement, or (ii) within 90 calendar days after filing if the SEC reviews the Registration Statement.

The foregoing description of the terms and conditions of the A&R Lock-Up Agreement is qualified in its entirety by reference to the full text of the A&R Lock-Up Agreement, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

1

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

The offer and sale of the securities at the Additional Closing was conducted as a private placement that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. In connection with the Additional Closing, the Additional Investor represented, among other things, that it qualifies as an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). Accordingly, the offer and sale by the Company of the securities issued and sold to the Additional Investor have not been registered under the Securities Act or any applicable state securities or “Blue Sky” laws and, therefore, such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities or “Blue Sky” laws.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Amended and Restated Lock-Up Agreement between Firefly Neuroscience, Inc. and the Investors, dated April 16, 2026.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 22, 2026	FIREFLY NEUROSCIENCE, INC.
	/s/ Greg Lipschitz
	Name:	Greg Lipschitz
	Title:	Chief Executive Officer

3

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 FORM OF AMENDED AND RESTATED LOCK-UP AGREEMENT BETWEEN FIREFLY NEUROSCIENCE, INC 25.4 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB