Firefly Neuroscience (NASDAQ: AIFF) sets $7,434,266 ATM and revises CTO bonus

Rhea-AI Filing Summary

Firefly Neuroscience, Inc. entered into an at-the-market equity offering agreement with Konik Capital Partners, LLC, allowing the company to sell shares of common stock with an aggregate offering price of up to $7,434,266 on Nasdaq or other markets. Konik will act as sales agent or principal, earning a 2.0% commission on gross proceeds and reimbursement of specified legal and diligence costs. The shares are being offered under Firefly’s effective Form S-3 shelf registration and a February 3, 2026 prospectus supplement, and the company currently intends to use net proceeds for working capital and general corporate purposes.

Separately, a wholly owned subsidiary amended the employment agreement of Chief Technology Officer Gil Issachar, replacing his automatic annual bonus with eligibility for a discretionary annual bonus of up to one month of gross salary and providing for payment of outstanding bonuses accrued through December 31, 2025.

Insights

Capital markets and corporate governance analyst

Firefly adds ATM equity flexibility while modestly revising CTO incentives.

The agreement with Konik Capital Partners creates an at-the-market facility to sell up to $7,434,266 of common stock under an already effective shelf registration. ATM programs permit incremental equity issuance directly into the trading market as conditions allow.

The company will pay a 2.0% commission on gross proceeds plus capped legal and diligence reimbursements, which are typical for this structure. Actual dilution and capital raised will depend on how many shares are sold over time and at what prices.

The addendum for CTO Gil Issachar shifts from an automatic to a discretionary annual bonus of up to one month’s gross salary and settles bonuses accrued through December 31, 2025. This refines compensation terms but does not on its face signal a major leadership or strategy shift.

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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): February 3, 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.

On February 3, 2026, Firefly Neuroscience, Inc., a Delaware corporation (the “Company”) entered into an At the Market Offering Agreement (the “ATM Agreement”) with Konik Capital Partners, LLC, a division of T.R. Winston and Company, LLC (“KCP” or the “Sales Agent”), pursuant to which the Company may, from time to time, offer and sell shares of its common stock, par value $0.0001 per share, having an aggregate sales price of up to $7,434,266 (the “Shares”) through KCP as principal or agent. Sales of the Shares through KCP, if any, will be made by any method permitted by law deemed to be an “at the market offering” (the “ATM Offering”), as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on The Nasdaq Stock Market LLC or any other existing trading market for the Company’s common stock. KCP will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell the Shares from time to time, based on instructions from the Company.

The Company will pay KCP a commission equal to 2.0% of the aggregate gross proceeds from the sales of Shares sold through KCP under the ATM Agreement and will also reimburse KCP for the fees and costs of its legal counsel reasonably incurred in connection with entering into the transactions contemplated by the ATM Agreement in an amount not to exceed $50,000 in the aggregate, and up to an additional $5,000 per due diligence update session (and in no event more than $20,000 per fiscal year) for diligence and maintenance of the ATM Agreement. The ATM Agreement contains certain covenants, representations and warranties customary for an agreement of this type. The Company agreed to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act.

The Company has no obligation to sell, and the Sales Agent is not obligated to buy or sell, any of the Shares under the ATM Agreement and may at any time suspend offers under the ATM Agreement or terminate the ATM Agreement as provided for in the ATM Agreement. The offering of the Shares pursuant to the prospectus supplement and the accompanying base prospectus will terminate upon the earlier of (i) the sale, pursuant to the ATM Agreement, of Shares having an aggregate offering price of $7,434,266, and (ii) the termination by the Company or the Sales Agent of the ATM Agreement pursuant to its terms.

Unless otherwise agreed between the Company and the Sales Agent, settlement for sales of the Shares will occur on the first trading day (or such other settlement cycle as may be in effect pursuant to Rule 15c6-1) following the date on which any sales are made. Sales of the Shares will be settled through the facilities of The Depository Trust Company or by such other means as the Company and the Sales Agent may agree.

The Company currently intends to use the net proceeds, after deducting the Sales Agent’ commission and the Company’s offering expenses, that it receives upon the issuance and sale of Shares to or through the Sales Agent for working capital and other general corporate purposes.

The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the ATM Agreement into the Registration Statement (as defined below).

The Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 and an accompanying base prospectus (File No. 333-291916), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 3, 2025 and declared effective by the SEC on December 5, 2025  (the “Registration Statement”), and pursuant to a prospectus supplement relating to the offering dated February 3, 2026.

A copy of the opinion of Bevilacqua PLLC, counsel to the Company, regarding the validity of the Shares to be sold under the ATM Agreement is filed as an exhibit to this Current Report on Form 8-K.

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 4, 2026, Firefly Neuroscience Ltd., a wholly-owned subsidiary of the Company, entered into an addendum (the “Addendum”) to the Personal Employment Agreement dated February 2, 2017, and a Contract Addendum dated June 21, 2021 (collectively, the “Existing Employment Agreement”), with Gil Issachar, the Company's Chief Technology Officer. The Addendum amends the Existing Employment Agreement to replace Mr. Issachar’s automatic annual bonus with eligibility for a discretionary annual bonus of up to one month of his gross salary. The Addendum also provides for the payment of outstanding bonuses accrued through December 31, 2025.

The foregoing description of the Addendum is qualified in its entirety by reference to the full text of the Addendum, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		ATM Agreement by and between Konik Capital Partners, LLC, a division of T.R. Winston and Company, LLC, dated February 3, 2026
5.1		Opinion of Bevilacqua PLLC
10.1		Addendum to Personal Employment Agreement, dated February 4, 2026, by and between Firefly Neuroscience Ltd. and Gil Issachar.
23.1		Consent of Bevilacqua PLLC (incorporated into Exhibit 5.1)
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

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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: February 4, 2026	FIREFLY NEUROSCIENCE, INC.
	/s/ Greg Lipschitz
	Name:	Greg Lipschitz
	Title:	Chief Executive Officer

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FAQ

What new stock offering program did Firefly Neuroscience (AIFF) establish?

Firefly Neuroscience entered an at-the-market offering agreement to sell common stock with an aggregate offering price of up to $7,434,266. Shares may be sold on Nasdaq or other markets, giving the company flexibility to raise equity capital over time as opportunities arise.

Who is Firefly Neuroscience’s sales agent for the $7,434,266 ATM offering?

The company appointed Konik Capital Partners, LLC, a division of T.R. Winston and Company, LLC, as sales agent and potential principal. Konik will use commercially reasonable efforts to sell shares in at-the-market transactions under the terms set out in the offering agreement.

How much commission will Konik Capital Partners earn in the Firefly (AIFF) ATM program?

Konik Capital Partners will receive a 2.0% commission on the aggregate gross proceeds from any shares sold. Firefly will also reimburse specified legal and diligence costs, including up to $50,000 for initial counsel fees and capped annual amounts for due diligence updates.

How will Firefly Neuroscience (AIFF) use net proceeds from the ATM stock sales?

Firefly currently intends to use the net proceeds it receives from issuing and selling shares under the at-the-market program for working capital and other general corporate purposes. Specific projects or allocations are not detailed beyond these broad corporate funding needs.

Under what registration statement is Firefly’s $7,434,266 ATM offering being made?

The shares are being offered and sold pursuant to Firefly Neuroscience’s Form S-3 shelf registration statement, File No. 333-291916, which was declared effective on December 5, 2025, along with a related prospectus supplement dated February 3, 2026.

What change was made to CTO Gil Issachar’s bonus arrangement at Firefly Neuroscience?

A new addendum replaces Gil Issachar’s automatic annual bonus with eligibility for a discretionary annual bonus of up to one month of gross salary. The addendum also provides for payment of outstanding bonuses accrued through December 31, 2025 under his existing employment agreement.

Does Firefly Neuroscience have to sell the full $7,434,266 in stock under the ATM agreement?

No. Firefly is not obligated to sell any specific amount of shares, and the sales agent is not required to buy or sell them. Either party may suspend offers or terminate the agreement according to its terms before reaching the $7,434,266 aggregate offering limit.