Firefly Neuroscience, Inc. filings document the public-company disclosures of an AI precision-neuroscience business focused on EEG/ERP brain analytics and related software platforms. Its Form 8-K reports cover material financing agreements, including securities purchase agreements for unit issuances and at-the-market common stock sales arrangements, along with corporate events affecting its capital structure.
Proxy and annual meeting filings describe Firefly Neuroscience governance matters, including director elections, auditor ratification, incentive plan amendments, common stock voting mechanics and stockholder vote results. The filing record also provides formal disclosure context for the company’s operating model, commercialization activities, equity plan administration and governance obligations as a Nasdaq-listed Delaware corporation.
Firefly Neuroscience, Inc. entered a private securities purchase agreement with accredited investors, raising an initial $2,250,000 through 1,500,000 Units at $1.50 per Unit. Investors also have the right to make up to an additional $18,000,000 in Unit purchases within 30 days after the initial closing.
Each Unit includes either one share of common stock or a pre-funded warrant, plus two five-year warrants exercisable at $1.88 and $2.50 per share, subject to 4.99% or 9.99% beneficial ownership limits. The transaction was priced at the Nasdaq Minimum Price and structured to comply with Nasdaq Listing Rule 5635(d) without stockholder approval.
The company agreed to file a resale registration statement for the shares and warrant shares by April 15, 2026, and to seek its effectiveness within set SEC review timelines. Investors are subject to a six-month lock-up on their securities through September 12, 2026, followed by a six-month leak-out period through March 12, 2027, with monthly incremental releases.
FIREFLY NEUROSCIENCE, INC. director and President & COO David DeCaprio reported acquiring 44,872 shares of Common Stock, received as a grant or award at a price of $0.00 per share. After this vesting event, he directly owns 77,866 Common Stock shares.
The shares relate to restricted stock units originally granted on April 18, 2025 for 263,952 shares under the 2024 Long-Term Incentive Plan. On March 10, 2026, the Compensation Committee determined the performance conditions were met, triggering vesting of these 44,872 shares as part of that larger award.
FIREFLY NEUROSCIENCE, INC. Chief Executive Officer Gregory Lipschitz reported an equity compensation vesting rather than a market trade. On March 10, 2026, he acquired 65,988 shares of Common Stock at a price of $0.0000 per share through a grant/award.
These shares relate to restricted stock units granted on April 18, 2025 for 395,927 shares under the 2024 Long-Term Incentive Plan, after the compensation committee determined performance conditions had been met for 65,988 shares. Following this vesting, he holds 530,184 shares, including 464,196 held by Bower Four Capital Corporation and 65,988 shares held directly.
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.
Firefly Neuroscience, Inc. is registering an at-the-market offering of its common stock with a maximum aggregate offering price of $7,434,266, to be sold from time to time through Konik Capital Partners, a division of T.R. Winston and Company, as sales agent.
The company’s common stock trades on the Nasdaq Capital Market under the symbol AIFF, with 14,214,082 shares outstanding as of February 3, 2026. At a recent price of $0.86 per share, this facility could significantly increase the share count over time, depending on actual sale prices.
Sales will be made in ordinary brokerage transactions deemed “at-the-market,” and the sales agent will earn a 2% commission on gross proceeds. Firefly plans to use any net proceeds primarily for working capital and general corporate purposes, while cautioning that investing in its stock involves a high degree of risk, including potential dilution and share price volatility.
Firefly Neuroscience, Inc. shareholder group files an exit Schedule 13D amendment after selling stock. A group including Windsor Private Capital LP, WPC entities, Jordan Kupinsky, HJRK Holdings, Rocco Marcello and John Cundari sold an aggregate of 147,300 common shares between December 31, 2025 and January 30, 2026.
After these open-market sales, Windsor-related entities each report beneficial ownership of 605,421 common shares, or 4.5% of Firefly Neuroscience’s 13,492,928 shares outstanding as of December 2, 2025. Jordan Kupinsky reports 674,181 shares, or 5.0%, including holdings through Windsor and HJRK Holdings. The group states it has ceased to be beneficial owner of more than 5% of the company’s common stock.
Firefly Neuroscience, Inc. is registering up to $250,000,000 of securities under a mixed shelf offering. The company may periodically sell common stock, preferred stock, debt securities, warrants, subscription rights, and units, with specific terms and prices to be set in future prospectus supplements. Firefly’s common stock trades on the Nasdaq Capital Market under the symbol “AIFF,” and the last reported sale price on December 2, 2025 was $1.61 per share. As of that date, there were 13,492,928 shares of common stock outstanding. The company currently expects to use any net proceeds for treasury strategy, working capital and general corporate purposes while continuing to commercialize its AI-driven brain health assessment products.
Firefly Neuroscience, Inc. is registering 317,820 additional shares of common stock for issuance under its amended 2024 Long-Term Incentive Plan. This increases the pool of equity available for employee, executive and director compensation following stockholder approval of an amendment to the plan on October 27, 2025. Previously, 154,750 shares were registered for issuance and 678,583 shares issued under the plan were registered for reoffer and resale on an earlier Form S-8.
The filing also includes a revised reoffer prospectus covering up to 1,048,963 shares that may be sold from time to time by certain employees, executive officers and directors, from which the company will not receive any proceeds. Firefly develops FDA-510(k) cleared AI-driven EEG tools such as its BNA and Evox systems to support diagnosis and management of mental and neurological disorders. Its common stock trades on Nasdaq under the symbol AIFF, with a last reported sale price of $1.60 per share on November 13, 2025. Independent auditors’ reports incorporated by reference note substantial doubt about the company’s ability to continue as a going concern.
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.