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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.
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). |
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 |
