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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):
August 29, 2025
| 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 1.02 Termination of a Material Definitive Agreement.
As previously disclosed in the Current Report
on Form 8-K filed by the Firefly Neuroscience, Inc. (the “Company”) on December 23, 2024, the Company entered into a purchase
agreement (“ELOC Agreement”) with Arena Business Solutions Global SPC II, Ltd (“Arena”), dated December 20, 2024,
pursuant to which Arena had committed to purchase, upon the terms and conditions specified in the ELOC Agreement, up to $10 million of
the Company’s common stock, par value $0.0001 per share.
On September 4, 2025, the Company delivered written notice to Arena
to terminate the ELOC Agreement pursuant to its terms, which such termination to be effective as of September 11, 2025.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 29, 2025, the Board of Directors (the
“Board”) of the Company approved an amendment (the “Amendment”) to the employment agreement (the “Krzywicki
Employment Agreement”), dated March 12, 2025, by and between Deel Canada Services Inc. (“Deel”), which provides consulting
services to the Company, and Paul Krzywicki, the Chief Financial Officer of the Company. On the same date, Deel and Mr. Krzywicki executed
the Amendment.
Pursuant to the Amendment, Mr. Krzywicki’s
annual gross base salary is increased from CA$165,000 (approximately US$120,000) to CA$216,000 (approximately US$157,000) effective September
1, 2025. All other terms and conditions of the Krzywicki Employment Agreement remain unchanged and in full force and effect.
The foregoing description of the Amendment is
qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
|
Description |
| 10.1 |
|
Amendment to Employment Agreement, dated August 29, 2025, by and between Deel Canada Services Inc. and Paul Krzywicki. |
| 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: September 5, 2025 |
FIREFLY NEUROSCIENCE, INC. |
| |
|
| |
/s/ Greg Lipschitz |
| |
Name: |
Greg Lipschitz |
| |
Title: |
Chief Executive Officer |
