Firefly Neuroscience, INC. 8-K Filing

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share AIFF The Nasdaq Capital M
• $3.50 — of Common Stock at an exercise price of $3.50 per share and warrants to purchase an a
• $4.00 — of Common Stock at an exercise price of $4.00 per share. In exchange for the June 202
• $0.50 — 00 Common Stock at an exercise price of $0.50 per share. Each of the New 2025 Warrant
• $400,000 — gregate gross proceeds of approximately $400,000. The Company intends to use such procee

Filing Documents

• ea0269920-8k_firefly.htm (8-K) — 30KB
• ea026992001ex4-1_firefly.htm (EX-4.1) — 77KB
• ea026992001ex10-1_firefly.htm (EX-10.1) — 25KB
• 0001213900-25-123943.txt ( ) — 318KB
• aiff-20251216.xsd (EX-101.SCH) — 3KB
• aiff-20251216_lab.xml (EX-101.LAB) — 33KB
• aiff-20251216_pre.xml (EX-101.PRE) — 22KB
• ea0269920-8k_firefly_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 16, 2025, Firefly Neuroscience, Inc., a Delaware corporation (the "Company"), entered into a Warrants Cancellation and Exchange Agreement, dated as of December 16, 2025 (the "Warrant Exchange Agreement") between the Company and each of certain investors (collectively, the "Warrant Investors"). The Warrant Exchange Agreement provides for (i) the surrender and cancellation of certain outstanding warrants previously issued to the Warrant Investors on June 16, 2025 (the "June 2025 Warrants") pursuant to the Securities Purchase Agreement dated June 16, 2025, by and between the Company and the Warrant Investors (the "June 2025 Securities Purchase Agreement"), and (ii) the exchange of the June 2025 Warrants for the new warrants (the "New 2025 Warrants") to purchase the Company's common stock, par value $0.0001 per share ("Common Stock"), pursuant to Section 3(a)(9) under the Securities Act of 1933, as amended (the "Securities Act"). The June 2025 Warrants that were surrendered and exchanged under the Warrant Exchange Agreement consisted of warrants to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of $3.50 per share and warrants to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of $4.00 per share. In exchange for the June 2025 Warrants, the Company agreed to issue to the Warrant Investors the New 2025 Warrants to purchase 800,000 Common Stock at an exercise price of $0.50 per share. Each of the New 2025 Warrants is exercisable for the same number of Common Stock as the respective June 2025 Warrants. The Warrant Holders agreed to exercise, within ten (10) business days after the Exercise Date (as defined in the New 2025 Warrants), such number of New 2025 Warrants to the maximum extent then permitted by the Beneficial Ownership Limitation (as defined in the New 2025 Warrants) set forth in Section 2(e) of the New 2025 Warrants, and to exercise any r

02 Unregistered Sales of Equity Securities

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 of securities to the Warrant Investors pursuant to the Warrant Exchange Agreement and sale of restricted common stock pursuant to the exercise of the New 2025 Warrants in accordance with the terms of the Warrant Exchange Agreement is being conducted as a private placement pursuant to and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering and the exchange of the June 2025 Warrants for the New 2025 Warrants is being conducted in reliance on Section 3(a)(9) of the Securities Act. 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Common Stock Purchase Warrant 10.1 Form of Warrants Cancellation and Exchange Agreement, dated as of December 16, 2025, between Firefly Neuroscience, Inc. and the other parties signatory thereto 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 2

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 19 , 2025 FIREFLY NEUROSCIENCE, INC. /s/ Greg Lipschitz Name: Greg Lipschitz Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR