Firefly Neuroscience Files 8-K: Agreements, Obligations, and Officer Changes

TL;DR

Firefly Neuroscience 8-K: New deals, debt, exec changes, and stock sales filed 12/20.

AI Summary

On December 20, 2024, Firefly Neuroscience, Inc. entered into a Material Definitive Agreement, likely related to a financial obligation. The company also reported on the creation of a direct financial obligation or off-balance sheet arrangement. Additionally, there were changes in directors or officers and the company disclosed compensatory arrangements for certain officers. The filing also covers unregistered sales of equity securities and Regulation FD disclosures.

Why It Matters

This 8-K filing indicates significant corporate actions including new financial agreements, potential changes in leadership, and equity transactions, which could impact the company's financial health and strategic direction.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• FIREFLY NEUROSCIENCE, INC. (company) — Filer
• December 20, 2024 (date) — Date of earliest event reported
• WAVEDANCER, INC. (company) — Former company name
• INFORMATION ANALYSIS INC (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share AIFF The Nasdaq Capital M
• $2.4 million — , providing for gross proceeds up to USD$2.4 million through a private placement (the "Finan
• $360,000 — ("OID") of the Note of an aggregate USD$360,000, which shall be convertible into such n
• $3 — mmon Stock") at the conversion price of $3.00, subject adjustment as provided ther
• $4.00 — es"), with an initial exercise price of $4.00 per share, equal to the applicable Warr
• $2.04 million — e Price, a total aggregate amount of USD$2.04 million will be funded to the Company. In addi
• $10 million — n, to direct Arena to purchase up to USD$10 million in shares of the Common Stock (the "ELO
• $300,000 — eement, the Company agreed to pay Arena $300,000 in cash (the "Commitment Fee") which sh
• $20,000 — with this transaction shall not exceed $20,000. The ELOC Agreement is filed as Exhibi

Filing Documents

• ea0225765-8k_firefly.htm (8-K) — 45KB
• ea022576501ex4-1_firefly.htm (EX-4.1) — 111KB
• ea022576501ex4-2_firefly.htm (EX-4.2) — 89KB
• ea022576501ex10-1_firefly.htm (EX-10.1) — 202KB
• ea022576501ex10-2_firefly.htm (EX-10.2) — 140KB
• ea022576501ex10-3_firefly.htm (EX-10.3) — 157KB
• ea022576501ex10-4_firefly.htm (EX-10.4) — 214KB
• 0001213900-24-111922.txt ( ) — 1359KB
• aiff-20241220.xsd (EX-101.SCH) — 3KB
• aiff-20241220_lab.xml (EX-101.LAB) — 33KB
• aiff-20241220_pre.xml (EX-101.PRE) — 22KB
• ea0225765-8k_firefly_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On December 20, 2024, Firefly Neuroscience, Inc., a Delaware corporation ("the Company") entered into a definitive security purchase agreement (the "SPA") with Helena Special Opportunities LLC ("Helena"), an affiliate of Helena Partners Inc., a Cayman-Islands based advisor and investor, providing for gross proceeds up to USD$2.4 million through a private placement (the "Financing") for the issuance of a convertible promissory note (the "Note"). The Note has an initial aggregate principal amount of USD$2.4 million (the "Principal Amount"), including an original issue discount ("OID") of the Note of an aggregate USD$360,000, which shall be convertible into such number of shares of the common stock ("Conversion Shares") of the Company, par value $0.0001 per share (the "Common Stock") at the conversion price of $3.00, subject adjustment as provided therein. In connection with the issuance of the Note, the Company also issued to Helena common stock purchase warrant (the "Warrant") to purchase 800,000 shares of the Common Stock ("Warrant Shares"), with an initial exercise price of $4.00 per share, equal to the applicable Warrant Share Amount. The purchase price of the Note and the Warrant shall be computed by subtracting the portion of the OID represented by the Note from the portion of the Principal Amount represented by the Note (a "Purchase Price"). After deduction of various expenses of the Financing of a Purchase Price, a total aggregate amount of USD$2.04 million will be funded to the Company. In addition, the Company and its subsidiary (the "Subsidiaries") entered into a security agreement with Helena, dated as of December 20, 2024 (the "Security Agreement"), pursuant to which the Company and the Subsidiaries granted Helena a security interest in their assets to secure the Company's obligations under the Note. In connection with the Securities Purchase Agreement, the Company

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated hereby reference. The securities that may be issued by the Company to Helena under the SPA are being offered and sold by the Company to Helena in a transaction that is exempt from the registration requirements of the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. In the SPA, Helena represented to the Company, among other things, that it is 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 that may be issued and sold to Helena under the SPA have not been and will not be 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. The securities that may be issued by the Company to Arena under the ELOC Agreement are being offered and sold by the Company to Arena in a transaction that is exempt from the registration requirements of the Securities Act, in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. In the Purchase Agreement, Arena represented to the Company, among other things, that it is 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 that may be issued and sold to Arena under the ELOC Agreement have not and will not be registered under the Securities Act or any applicable registration or an exemption from

02 Departure of Directors or Certain Officers; Election of Directors;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 20, 2024, Samer Kaba resigned from his position of Chief Medical Officer of the Company, effective immediately. Mr. Kaba's resignation was not related to any disagreement regarding the Company's operations, policies or practices.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The information set forth under Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Convertible Promissory Note issued to Helena Special Opportunities LLC 4.2 Form of Common Stock Purchase Warrant issued to Helena Special Opportunities LLC 10.1 Securities Purchase Agreement, dated December 20, 2024, between Firefly Neuroscience, Inc. and Helena Special Opportunities LLC 10.2 Registration Rights Agreement, dated December 20, 2024, between Firefly Neuroscience, Inc. and Helena Special Opportunities LLC 10.3 Security Agreement, dated December 20, 2024, among Firefly Neuroscience, Inc., Firefly Neuroscience Ltd., Firefly Neuroscience Canada, Elminda 2022 Inc., Elminda Canada Inc., and Helena Special Opportunities LLC 10.4 Purchase Agreement, dated December 20, 2024, between Firefly Neuroscience, Inc. and Arena Business Solutions Global SPC II, Ltd 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 3

SIGNATURES

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: December 23, 2024 FIREFLY NEUROSCIENCE, INC. /s/ Jon Olsen Name: Jon Olsen Title: Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR