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| CIK | 803578 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Information Analysis Inc.
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。
| May 20, 2026 |
As filed with the Securities and Exchange Commission on May 20, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 20, 2026 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Firefly Neuroscience, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Sto |
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| May 20, 2026 |
CALCULATION OF FILING FEE TABLES FIREFLY NEUROSCIENCE, INC. Table 1: Newly Registered Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 FIREFLY NEUROSCIENCE, INC. Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share (1) Other 556,343 $ 1.70 $ 945,783.10 0.00013 |
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| May 20, 2026 |
As filed with the Securities and Exchange Commission on May 20, 2026 As filed with the Securities and Exchange Commission on May 20, 2026 Registration No. |
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| May 13, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-4 |
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| May 12, 2026 |
COMMON STOCK PURCHASE WARRANT FIREFLY NEUROSCIENCE, Inc. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 12, 2026 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 6, 2026, between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). Subject to the terms and conditions set forth in |
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| May 12, 2026 |
COMMON STOCK PURCHASE WARRANT FIREFLY NEUROSCIENCE, Inc. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 12, 2026 |
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): May 6, 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 |
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| April 22, 2026 |
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): April 16, 2026 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commissi |
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| April 22, 2026 |
AMENDED AND RESTATED LOCK-UP AGREEMENT Exhibit 10.1 AMENDED AND RESTATED LOCK-UP AGREEMENT This AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 16, 2026, by and among Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). This Agreement amends and restates the Or |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-41092 FI |
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| March 31, 2026 |
FIREFLY NEUROSCIENCE, INC. CODE OF BUSINESS CONDUCT AND ETHICS Exhibit 14.1 FIREFLY NEUROSCIENCE, INC. CODE OF BUSINESS CONDUCT AND ETHICS A. GENERAL This Code of Business Conduct and Ethics (the “Code”) applies to all directors, officers and employees of Firefly Neuroscience, Inc. (the “Company”). Such covered individuals are referred to herein collectively as the “Covered Parties.” This Code is subject to repeal and amendment at any time by the board of dir |
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| March 31, 2026 |
Exhibit 4.1 DESCRIPTION OF SECURITIES General Authorized and Outstanding Stock The authorized capital stock of Firefly Neuroscience, Inc., a Delaware corporation (“we,” “us,” “our,” the “Company,” and “our company”), consists of 5,001,000,000 shares of capital stock, consisting of (i) 5,000,000,000 shares of common stock, par value $0.0001 per share (“common stock”) and (ii) 1,000,000 shares of pr |
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| March 12, 2026 |
COMMON STOCK PURCHASE WARRANT FIREFLY NEUROSCIENCE, Inc. Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 12, 2026 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2026, between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). Subject to the terms and conditions set forth |
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| March 12, 2026 |
Exhibit 10.2 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 12, 2026, by and among Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). RECITALS A. The Company and the Investors are parties to that certain Securities Pu |
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| March 12, 2026 |
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): March 12, 2026 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commissi |
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| March 12, 2026 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT FIREFLY NEUROSCIENCE, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND THIS SECURITY WAS ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND SIMILAR EXEMPTIONS UNDER APPLI |
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| March 12, 2026 |
COMMON STOCK PURCHASE WARRANT FIREFLY NEUROSCIENCE, Inc. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| February 4, 2026 |
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) (Commis |
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| February 4, 2026 |
Firefly Neuroscience Ltd. 2026 Addendum Exhibit 10.1 Firefly Neuroscience Ltd. 2026 Addendum This Addendum (the “2026 Addendum”) is made and entered into as of February 4, 2026, by and between Firefly Neuroscience Ltd., (the “Company”), a private company established under the law of the state of Israel (company number 513851162), (the “Company”), and Gil Issachar, bearer of Israeli ID , whose address is at Hachomesh 7/11 ,Hod-Hasharon. |
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| February 4, 2026 |
AT THE MARKET OFFERING AGREEMENT Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT February 3, 2026 Konik Capital Partners, LLC, a division of T.R. Winston and Company, LLC 7 World Trade Center, 46th Floor New York, NY 10007 Ladies and Gentlemen: Firefly Neuroscience, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Konik Capital Partners, LLC, a division of T.R. |
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| February 3, 2026 |
Up to $7,434,266 Shares of Common Stock Firefly Neuroscience, Inc. Filed Pursuant to Rule 424(b)(5) Registration No. 333-291916 PROSPECTUS SUPPLEMENT (To Prospectus dated December 5, 2025) Up to $7,434,266 Shares of Common Stock Firefly Neuroscience, Inc. We have 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”), dated February 3, 2026, |
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| December 19, 2025 |
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): December 16, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commi |
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| December 19, 2025 |
COMMON STOCK PURCHASE WARRANT FIREFLY NEUROSCIENCE, Inc. Exhibit 4.1 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND THIS SECURITY WAS ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR |
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| December 19, 2025 |
WARRANTS CANCELLATION AND EXCHANGE AGREEMENT Exhibit 10.1 WARRANTS CANCELLATION AND EXCHANGE AGREEMENT This WARRANTS CANCELLATION AND EXCHANGE, AGREEMENT (this “Agreement”), dated as of December 16, 2025 (the “Effective Date”), is entered into by and among Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and the investors signatories hereto (the “Holders”). Each of the Company and the Holders are sometimes referred to in t |
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| December 3, 2025 |
Exhibit 3.2 State of Delaware Secretary of State Division of Corporations Delivered 01:57 PM 12/03/2025 FILED 01:57 PM 12/03/2025 SR 20254743115 - File Number 6472250 CERTIFICATE OF AMENDMENT NO. 1 OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIREFLY NEUROSCIENCE, INC. The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does |
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| December 3, 2025 |
As filed with the Securities and Exchange Commission on December 3, 2025 As filed with the Securities and Exchange Commission on December 3, 2025 Registration No. |
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| December 3, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 FIREFLY NEUROSCIENCE, INC. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Shares of |
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| November 18, 2025 |
Exhibit 99.13 Deferred Stock Unit Agreement This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of October 28, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Stella Vnook (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan, as amended by Amendment |
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| November 18, 2025 |
CALCULATION OF FILING FEE TABLES FIREFLY NEUROSCIENCE, INC. Table 1: Newly Registered Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 FIREFLY NEUROSCIENCE, INC. Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share (1) Other 317,820 $ 1.67 $ 530,760.00 0.00013 |
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| November 18, 2025 |
Exhibit 99.6 Deferred Stock Unit Agreement This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan, as amended by Amendment No.1 to the Firefly Neuroscien |
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| November 18, 2025 |
Exhibit 99.11 Deferred Stock Unit Agreement This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of October 28, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Arun Menawat (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan, as amended by Amendment |
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| November 18, 2025 |
AMENDMENT NO. 1 FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN Exhibit 99.2 AMENDMENT NO. 1 TO FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN The Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) is hereby amended as follows: Section 5.1 of the Plan is hereby amended in its entirety to read as follows: “5.1. Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of Commo |
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| November 18, 2025 |
RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 99.14 RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan, as amended by Amendment No.1 to the F |
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| November 18, 2025 |
Exhibit 99.12 Deferred Stock Unit Agreement This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of October 28, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Brian Posner (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan, as amended by Amendment |
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| November 18, 2025 |
Exhibit 99.3 FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN, AS AMENDED BY AMENDMENT NO.1 TO THE FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN Notice of Nonqualified Stock Option Grant Pursuant to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan, as amended by Amendment No.1 to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) for Employees, |
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| November 18, 2025 |
RESTRICTED STOCK AWARD AGREEMENT Exhibit 99.19 RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan, as amended by Amendment No.1 to the Firefly Neu |
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| November 18, 2025 |
As filed with the Securities and Exchange Commission on November 18, 2025 As filed with the Securities and Exchange Commission on November 18, 2025 Registration No. |
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| November 18, 2025 |
Exhibit 99.4 FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN, AS AMENDED BY AMENDMENT NO.1 TO THE FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN Notice of Incentive Stock Option Grant Pursuant to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan, as amended by Amendment No.1 to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) for Employees, Co |
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| November 17, 2025 |
This is a confidential draft submission to the U.S. Securities and Exchange Commission on November 17, 2025 pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 and is not being filed publicly under the Securities Act of 1933, as amended. All information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41092 Firefly N |
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| October 31, 2025 |
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): October 27, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commis |
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| October 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| October 10, 2025 |
144 0002034160 XXXXXXXX LIVE 0000803578 FIREFLY NEUROSCIENCE, INC. 001-41092 1100 Military Road Kenmore NY 14217 888-237-6412 Windsor Private Capital LP 10% Stockholder Common Stock Haywood Securities Inc. 200 Burrard Street Suite 700 Vancouver A1 V6C 3L6 74810 201939.87 13448848 10/10/2025 NASDAQ Common Stock 08/12/2024 Acquired pursuant to merger Issuer N 1636990 08/12/2024 Merger consideration |
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| October 9, 2025 |
144 0002034160 XXXXXXXX LIVE 0000803578 FIREFLY NEUROSCIENCE, INC. 001-41092 1100 MILITARY ROAD KENMORE NY 14217 888-237-6412 Windsor Private Capital LP 10% Stockholder Common Stock Haywood Securities Inc. 200 Burrard Street Suite 700 Vancouver A1 V6C 3L6 30126 86694.86 13448848 10/09/2025 NASDAQ Common Stock 08/12/2024 Acquired pursuant to merger Issuer N 1636990 08/12/2024 Merger consideration Y |
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| October 3, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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| September 23, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ |
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| September 5, 2025 |
AMENDMENT TO THE EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDMENT TO THE EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement dated August 29, 2025 (“Amendment”) is executed between: Deel Canada Services Inc., a company with registered at 700 West Georgia Street, Suite 2200, Vancouver, BC, V7Y 1K8, CA legally represented by its legal representative Alexandre Bouaziz (the “Deel Group” or the “Employer”). AND Paul Krzywicki, of le |
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| September 5, 2025 |
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) (Commiss |
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| August 29, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-288738 Prospectus Supplement No. 1 to Prospectus dated July 22, 2025 Firefly Neuroscience, Inc. Up to 6,009,281 Shares of Common Stock This Prospectus Supplement No. 1 (“Prospectus Supplement No. 1”) relates to the Prospectus of Firefly Neuroscience, Inc., dated July 22, 2025 (the “Prospectus”), relating to 6,009,281 shares of Common Stock that |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41092 Firefly Neuros |
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| July 18, 2025 |
Exhibit 10.31 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2025, between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). Subject to the terms and conditions set forth |
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| July 18, 2025 |
Separation Agreement and Release dated June 11, 2025, between Firefly and Jason DuBraski. Exhibit 10.34 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is made by and between Jason Dubraski (“Employee”) and Firefly Neuroscience, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee was employed by Deel (the “Employer”); WHEREAS, Employee signed an Employee Agreement |
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| July 18, 2025 |
Common Stock Purchase Warrant issued to Alex Spiro, dated as of September 19, 2024. Exhibit 4.10 THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (NEW YORK TIME) ON THE EXPIRY DATE (as defined herein) OR SUCH EARLIER DATE AS PROVIDED FOR HEREIN. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) JUNE 15, 2023, AND (II) THE DATE THE ISSUER |
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| July 18, 2025 |
Exhibit 10.30 Date: ||||||||| Issuer's Name: Firefly Neurosciences Inc. Attention: Greg Lipschitz Dear Sir: This letter will confirm our various discussions, and, when executed, will constitute a legally binding agreement for the payment by Firefly Neurosciences Inc. (the "Issuer") to Research Capital Corporation. (''RCC") of a finder's fee respecting the debt or equity financings in which the Inv |
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| July 18, 2025 |
Consulting Agreement dated March 16, 2024, between Firefly Neuroscience, Inc. and Alex Spiro. Exhibit 10.32 CONSULTING AGREEMENT This AGREEMENT made as of the 16.0d0ay of March, 2024. BETWEEN: FIREFLY NEOROSCIENCE INC., a corporation incorporated pursuant to the laws of Delaware, USA and its various subsidiaries and affiliates (hereinafter collectively referred to as the “Corporation”) - and – ALEX SPIRO, an individual resident in the State of Florida , United States of America (hereinafte |
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| July 18, 2025 |
Exhibit 10.33 Share Issuance and Release of Liability Agreement This Release of Liability ("Release") is made effective as of June 17, 2025, by and between: Consultant / Employee: Charlotte Baumeister Address: Email: and Client/Company: Firefly Neuroscience Inc Address: 1100 Military Road, NY 1. Purpose The Consultant has provided certain professional services, advice, or deliverables (“Services”) |
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| July 18, 2025 |
As filed with the Securities and Exchange Commission on July 18, 2025 As filed with the Securities and Exchange Commission on July 18, 2025 Registration No. |
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| July 18, 2025 |
Exhibit 21.1 SUBSIDIARES OF FIREFLY NEUROSCIENCE, INC. Subsidiary Country of Incorporation Firefly Neuroscience 2023, Inc. Delaware (United States) Firefly Neuroscience Ltd. Israel Firefly Neuroscience Canada Canada Elminda 2022 Inc. Delaware (United States) Elminda Canada Inc. Canada Evoke Neuroscience, Inc. Delaware (United States) |
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| July 18, 2025 |
Exhibit 10.29 Canaccord Genuity Corp. 1133 Melville Street, Suite 1200 Vancouver, BC Canada V6E 4E5 T: 604.643.7300 TF: 800.663.1899 cgf.com January 31, 2025 BY EMAIL: Greg Lipschitz [email protected] STRICTLY PRIVATE AND CONFIDENTIAL Firefly Neuroscience, Inc. 1100 MILITARY ROAD, KENMORE, NY, 14217 Attention: Greg Lipschitz, CEO RE: FIREFLY NEUROSCIENCE, INC. (THE “COMPANY”) NON-BROKERED |
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| July 18, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) Firefly Neuroscience, Inc. |
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| July 18, 2025 |
Common Stock Purchase Warrant issued to Research Capital Corporation, dated as of February 10, 2025. Exhibit 4.9 Broker’s Warrant NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN |
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| July 18, 2025 |
Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 July 18, 2025 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Aliya Ishmukhamedova and Kathleen Krebs Re: Firefly Neuroscience, Inc. Registration Statement on Form S-1 File No. 333-288738 Dear Aliya Ishmukhamedova and Kathleen Krebs: Pursuant to Rule 461 under the Securities Act of 1933, as amende |
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| July 10, 2025 |
July 10, 2025 Greg Lipschitz Chief Executive Officer Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 Re: Firefly Neuroscience, Inc. Draft Registration Statement on Form S-1 Submitted July 3, 2025 CIK No. 0000803578 Dear Greg Lipschitz: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement at |
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| July 3, 2025 |
SUBSIDIARES OF FIREFLY NEUROSCIENCE, INC. Exhibit 21.1 SUBSIDIARES OF FIREFLY NEUROSCIENCE, INC. Subsidiary Country of Incorporation Firefly Neuroscience 2023, Inc. Delaware (United States) Firefly Neuroscience Ltd. Israel Firefly Neuroscience Canada Canada Elminda 2022 Inc. Delaware (United States) Elminda Canada Inc. Canada Evoke Neuroscience, Inc. Delaware (United States) |
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| July 3, 2025 |
Exhibit 10.31 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2025, between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). Subject to the terms and conditions set forth |
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| July 3, 2025 |
As confidentially submitted to the Securities and Exchange Commission on July 1, 2025 This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. |
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| July 3, 2025 |
Exhibit 10.29 Canaccord Genuity Corp. 1133 Melville Street, Suite 1200 Vancouver, BC Canada V6E 4E5 T: 604.643.7300 TF: 800.663.1899 cgf.com January 31, 2025 BY EMAIL: Greg Lipschitz [email protected] STRICTLY PRIVATE AND CONFIDENTIAL Firefly Neuroscience, Inc. 1100 MILITARY ROAD, KENMORE, NY, 14217 Attention: Greg Lipschitz, CEO RE: FIREFLY NEUROSCIENCE, INC. (THE “COMPANY”) NON-BROKERED |
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| July 3, 2025 |
CONSULTING AGREEMENT This AGREEMENT made as of the 16_.0d0ay of March, 2024. Exhibit 10.32 CONSULTING AGREEMENT This AGREEMENT made as of the 16.0d0ay of March, 2024. BETWEEN: FIREFLY NEOROSCIENCE INC., a corporation incorporated pursuant to the laws of Delaware, USA and its various subsidiaries and affiliates (hereinafter collectively referred to as the “Corporation”) - and – ALEX SPIRO, an individual resident in the State of Florida , United States of America (hereinafte |
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| July 3, 2025 |
Share Issuance and Release of Liability Agreement Exhibit 10.33 Share Issuance and Release of Liability Agreement This Release of Liability ("Release") is made effective as of June 17, 2025, by and between: Consultant / Employee: Charlotte Baumeister Address: Email: and Client/Company: Firefly Neuroscience Inc Address: 1100 Military Road, NY 1. Purpose The Consultant has provided certain professional services, advice, or deliverables (“Services”) |
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| July 3, 2025 |
Exhibit 4.9 Broker’s Warrant NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN |
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| July 3, 2025 |
Exhibit 10.30 Date: ||||||||| Issuer's Name: Firefly Neurosciences Inc. Attention: Greg Lipschitz Dear Sir: This letter will confirm our various discussions, and, when executed, will constitute a legally binding agreement for the payment by Firefly Neurosciences Inc. (the "Issuer") to Research Capital Corporation. (''RCC") of a finder's fee respecting the debt or equity financings in which the Inv |
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| July 3, 2025 |
SERIES A WARRANT FIREFLY NEUROSCIENCES INC. (Incorporated under the laws of Delaware) Exhibit 4.10 THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (NEW YORK TIME) ON THE EXPIRY DATE (as defined herein) OR SUCH EARLIER DATE AS PROVIDED FOR HEREIN. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) JUNE 15, 2023, AND (II) THE DATE THE ISSUER |
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| July 3, 2025 |
SEPARATION AGREEMENT AND RELEASE Exhibit 10.34 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is made by and between Jason Dubraski (“Employee”) and Firefly Neuroscience, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee was employed by Deel (the “Employer”); WHEREAS, Employee signed an Employee Agreement |
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| July 2, 2025 |
July 1, 2025 CONFIDENTIAL AND VIA EDGAR Draft Registration Statement Division of Corporation Finance U. |
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| June 16, 2025 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 16, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2025, between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). Subject to the terms and conditions set forth |
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| June 16, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND THIS SECURITY WAS ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND SIMILAR EXEMPTIONS UNDER APPLI |
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| June 16, 2025 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 16, 2025 |
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): June 16, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commissio |
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| May 21, 2025 |
Exhibit 99.7 DEFERRED STOCK UNIT AGREEMENT This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of March 10, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Brian Posner (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to wh |
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| May 21, 2025 |
Exhibit 99.11 RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of March 10, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Paul Krzywicki (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Pl |
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| May 21, 2025 |
As filed with the Securities and Exchange Commission on May 21, 2025 As filed with the Securities and Exchange Commission on May 21, 2025 Registration No. |
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| May 21, 2025 |
Exhibit 99.14 RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of May 19, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Arun Menawat (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) |
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| May 21, 2025 |
Exhibit 99.9 DEFERRED STOCK UNIT AGREEMENT This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of March 10, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Stella Vnook (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to wh |
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| May 21, 2025 |
Exhibit 99.4 FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN Notice of Incentive Stock Option Grant Pursuant to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Firefly Neuroscience, Inc., a Delaware corporation (f/k/a WaveDancer, Inc.) (the “Company”), the Company hereby grants you the following incentive stock |
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| May 21, 2025 |
Exhibit 99.13 RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of April 18, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Greg Lipschitz (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Pl |
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| May 21, 2025 |
Exhibit 99.6 DEFERRED STOCK UNIT AGREEMENT This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of March 10, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and Arun Menawat (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to wh |
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| May 21, 2025 |
Exhibit 99.8 DEFERRED STOCK UNIT AGREEMENT This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of March 10, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and David DeCaprio (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to |
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| May 21, 2025 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FIREFLY NEUROSCIENCE, INC. |
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| May 21, 2025 |
Exhibit 99.12 RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of April 18, 2025 (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and David DeCaprio (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Pl |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41092 Firefly Neuro |
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| May 5, 2025 |
Exhibit 99.1 Firefly Neuroscience Achieves Multi-Fold Database, IP Portfolio, and Commercial Footprint Expansion Through Acquisition of Evoke Neuroscience, Inc. Builds upon Firefly’s recent acceptance into the NIVIDIA Connect program Marks next major step toward building a proprietary foundation model of the human brain KENMORE, N.Y., May 5, 2025 – Firefly Neuroscience, Inc. (“Firefly,” or the “Co |
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| May 5, 2025 |
Exhibit 10.1 [Execution Version] SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT is dated as of April 30, 2025 (the “Agreement”), between and among (i) Firefly Neurosciences Inc., a Delaware corporation (“Buyer”); (ii) Evoke Neuroscience, Inc., a Delaware corporation (the “Company”); and (iii) stockholders of the Company listed on Exhibit A hereto attached (collectively referred t |
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| May 5, 2025 |
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): April 30, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commissi |
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| April 24, 2025 |
Exhibit 10.2 On Firefly Neuroscience, Inc. 1100 Military Road, Kenmore, NY, 14217 Date: April 18, 2025 BY ELECTRONIC MAIL Nomis Bay Ltd. Re: Letter Agreement Regarding Issuance of 217,593 Shares Dear Jason Jagessar: 1. Background. a. Prior Verbal Understanding. Firefly Neuroscience, Inc. (the “Company”) and Nomis Bay Ltd. (“Investor”) previously reached a verbal agreement that, as an inducement fo |
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| April 24, 2025 |
Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT, dated April 18, 2025 (this “Agreement”), by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and David DeCaprio, an individual (“Executive”). The Company and Executive are referred to herein from time to time on a collective basis as the “Parties” and each on an individual basis as a “Pa |
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| April 24, 2025 |
Exhibit 10.1 On Firefly Neuroscience, Inc. 1100 Military Road, Kenmore, NY, 14217 Date: April 18, 2025 BY ELECTRONIC MAIL BPY Limited Re: Letter Agreement Regarding Issuance of 122,407 Shares Dear Jason Jagessar: 1. Background. a. Prior Verbal Understanding. Firefly Neuroscience, Inc. (the “Company”) and BPY Limited (“Investor”) previously reached a verbal agreement that, as an inducement for Inve |
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| April 24, 2025 |
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): April 18, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commissi |
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| April 24, 2025 |
Exhibit 10.3 MUTUAL RELEASE & SETTLEMENT AGREEMENT THIS MUTUAL RELEASE & SETTLEMENT AGREEMENT (“Agreement”) is made effective as of the 23rd day of April, 2025. AMONG: IAN MCLEAN (“MCLEAN”) - and - 1128526 ALBERTA LTD. (“1128526”) (McLean and 1128526, collectively “McLean Parties”) - and - FIREFLY NEUROSCIENCE LTD. (“Firefly Ltd.”) - and - FIREFLY NEUROSCIENCE, INC. (“Firefly Inc.”) (Firefly Ltd. |
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| April 24, 2025 |
Exhibit 10.4 TERMS AND CONDITIONS OF SUBSCRIPTION Section 1 Closing On the date hereof, 1128526 Alberta Ltd. (the “Subscriber”) and Firefly Neuroscience, Inc. (the “Corporation”) are entering into a Mutual Release & Settlement Agreement (the “Settlement Agreement”). In connection with the Settlement Agreement, the Corporation is required to issue to the Subscriber, on a fully diluted basis, an agg |
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| April 24, 2025 |
Exhibit 10.6 EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT In consideration of my employment or continued employment by FIREFLY NEUROSCIENCE, INC., a Delaware corporation (“Company”), and the compensation being paid or to be paid to me during my employment with Company, I agree to the terms of this Agreement as follows: 1. Confidential Information Protections. 1.1 Nondisclo |
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| April 3, 2025 |
Exhibit 4.7 PRE-FUNDED COMMON STOCK PURCHASE WARRANT FIREFLY NEUROSCIENCE, INC. Warrant Shares: This PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise |
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| April 3, 2025 |
Exhibit 4.8 Broker’s Warrant NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN |
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| April 3, 2025 |
Exhibit 10.6 RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to which awards of Restrict |
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| April 3, 2025 |
Exhibit 97.1 FIREFLY NEUROSCIENCE, INC. Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) of Firefly Neuroscience, Inc. (the “Company”) is hereby adopted as of August 12, 2024, in compliance with Rule 5608 of the Nasdaq Rules. Certain terms used herein shall have the meanings set forth in “Section 3. Definitions” below. Section 1. Recovery Requirement Subject to Sectio |
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| April 3, 2025 |
Exhibit 19.1 FIREFLY NUEROSCIENCE, INC. INSIDER TRADING POLICY and Guidelines with Respect to Certain Company Information and Certain Transactions in Company Securities 1. Purpose This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Firefly Neuroscience, Inc. (the “Company”) and the handling of confidential information about the Company |
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| April 3, 2025 |
Exhibit 14.1 FIREFLY NEUROSCIENCE, INC. CODE OF BUSINESS CONDUCT AND ETHICS A. GENERAL This Code of Business Conduct and Ethics (the “Code”) applies to all directors, officer and employees of Firefly Neuroscience, Inc. (the “Company”). Such covered individuals are referred to herein collectively as the “Covered Parties.” This Code is subject to repeal and amendment at any time by the board of dire |
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| April 3, 2025 |
Exhibit 10.7 RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to which awards o |
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| April 3, 2025 |
Exhibit 10.5 DEFERRED STOCK UNIT AGREEMENT This Deferred Stock Unit Agreement (this “Agreement”) is made and entered into as of (the “Grant Date”) by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and (the “Grantee”). WHEREAS, the Company has adopted the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) pursuant to which awards of Other Awards m |
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| April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-41092 FI |
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| April 3, 2025 |
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK Authorized and Outstanding Stock Our authorized capital stock consists of 101,000,000 shares of capital stock, consisting of (i) 100,000,000 shares of Common Stock, par value $0.0001 per share and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). As of March 25, 2025, there are 11,622,952 shares of Common Stock outst |
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| April 3, 2025 |
Exhibit 10.20 Offer of Employment This offer is made by: Deel Canada Services, Inc. (the “Employer”), a corporation registered under the law of Canada and with a registered office at 700 West Georgia Street, Suite 2200, Vancouver, British Columbia (“Company”), with a Business ID of 725776330RC0001. To: Paul Krzywicki, (the “Employee”) with residence at 93 Cactus Cres, Hamilton, ON, L8J 0M4, CA WHE |
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| April 3, 2025 |
Exhibit 10.13 MASTER SERVICES AGREEMENT Deel Group: Deel, Inc., a Delaware corporation with its principal offices at 425 1st St. San Francisco, CA 94107 United States, and any of its Affiliates as defined below (each a “Deel Group Member” and collectively, “Deel Group”). Customer: Firefly Neuroscience Inc. , a C Corporation with its principal offices located at 1100 Military Road, Buffalo, NY, 142 |
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| April 3, 2025 |
Exhibit 10.22 Canadian / U.S. / Offshore The securities offered hereby and the securities issuable upon conversion of the Warrant (as defined below) have not been registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act”) or under any other applicable securities laws of any state of the United States and may not be transferred, sold, assigned, pledged, hypothecat |
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| April 3, 2025 |
Exhibit 10.8 |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC FILE NUMBER 001-41092 CUSIP NUMBER 317970101 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| April 1, 2025 |
Exhibit 10.2 EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT In consideration of my employment or continued employment by FIREFLY NEUROSCIENCE, INC., a Delaware corporation (“Company”), and the compensation being paid or to be paid to me during my employment with Company, I agree to the terms of this Agreement as follows: 1. Confidential Information Protections. 1.1 Nondisclo |
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| April 1, 2025 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT, dated March 27, 2025 (this “Agreement”), by and between FIREFLY NEUROSCIENCE, INC., a Delaware corporation (the “Company”), and GREG LIPSCHITZ, an individual (“Executive”). The Company and Executive are referred to herein from time to time on a collective basis as the “Parties” and each on an individual basis as a “Pa |
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| April 1, 2025 |
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): March 26, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commissi |
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| March 12, 2025 |
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): March 10, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commissi |
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| February 20, 2025 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0. |
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| February 14, 2025 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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 14, 2025 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commi |
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| February 11, 2025 |
Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 February 11, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Matthew Crispino Re: Firefly Neuroscience, Inc. Withdrawal of Acceleration Request for Registration Statement on Form S-1 File No. 333-284782 Dear Matthew Crispino: Referen |
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| February 11, 2025 |
Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 February 11, 2025 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Matthew Crispino Re: Firefly Neuroscience, Inc. Registration Statement on Form S-1 File No. 333-284782 Dear Matthew Crispino: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Firefly Neuroscience, Inc. hereby respe |
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| February 11, 2025 |
Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 February 11, 2025 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Matthew Crispino Re: Firefly Neuroscience, Inc. Registration Statement on Form S-1 File No. 333-284782 Dear Matthew Crispino: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Firefly Neuroscience, Inc. hereby respe |
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| February 11, 2025 |
February 11, 2025 Greg Lipschitz Interim Chief Executive Officer Firefly Neuroscience, Inc. |
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| February 7, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Firefly Neuroscience, Inc. |
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| February 7, 2025 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 7372 54-1167364 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (IRS Employer |
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| February 3, 2025 |
Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 February 3, 2025 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Mitchell Austin Re: Firefly Neuroscience, Inc. Registration Statement on Form S-1 File No. 333-282357 Dear Marion Graham: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Firefly Neuroscience, Inc. hereby respectful |
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| January 29, 2025 |
Exhibit 10.12 Consulting Agreement Entered into this 13th day of November, 2023 by Firefly Neurscience Inc. a company organized under the laws of the State Delaware located at 1100 Military Road, Buffalo, NY, 14217 (the “Company”) and Paul Krzywicki, having a mailing address: 93 Cactus Crescent,Stoney Creek, ON L8J 0M4 (the “Consultant”). RETENTION OF CONSULTANT AND SERVICES 1.1 Subject to the ter |
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| January 29, 2025 |
As filed with the Securities and Exchange Commission on January 28, 2025 As filed with the Securities and Exchange Commission on January 28, 2025 Registration No. |
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| January 28, 2025 |
Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 January 28, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Anastasia Kaluzienski Robert Littlepage Alexandra Barone Mitchell Austin Re: Firefly Neuroscience, Inc. Amendment No. 2 to Registration Statement on Form S-1 F |
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| January 22, 2025 |
January 22, 2025 Jon Olsen Chief Executive Officer Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 Re: Firefly Neuroscience, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed January 13, 2025 File No. 333-282357 Dear Jon Olsen: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registrat |
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| January 21, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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| January 13, 2025 |
Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 January 13, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Anastasia Kaluzienski Robert Littlepage Alexandra Barone Mitchell Austin Re: Firefly Neuroscience, Inc. Amendment No. 1 to Registration Statement on Form S-1 F |
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| January 13, 2025 |
As filed with the Securities and Exchange Commission on January 13, 2025 As filed with the Securities and Exchange Commission on January 13, 2025 Registration No. |
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| January 8, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ |
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| January 6, 2025 |
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): December 30, 2024 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commi |
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| December 27, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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): December 27, 2024 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commi |
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| December 23, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of December 20, 2024, by and between FIRFLY NEUROSCIENCE, INC., a company organized under the laws of the State of Delaware (the “Company”), and each investor identified on the signature pages hereto (each, includi |
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| December 23, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 2024, is by and among Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each of the investors to the Securities Purchase Agreement (as defined below) (collectively, the “Investors” and, together with the Company, the “Parties” and each, a “Party”). Certai |
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| December 23, 2024 |
Exhibit 10.4 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of December 20, 2024, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and FIREFLY NEUROSCIENCE, INC., a Delaware corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to iss |
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| December 23, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 23, 2024 |
Exhibit 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION S |
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| December 23, 2024 |
Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of December 20, 2024 (this “Agreement”), is among FIREFLY NEUROSCIENCE, INC., a Delaware corporation (the “Company”), those Subsidiaries of the Company signatory hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s convertible promissory notes (collectively, the “ |
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| December 23, 2024 |
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): December 20, 2024 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commi |
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| December 13, 2024 |
December 13, 2024 Jon Olsen Chief Executive Officer Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 Re: Firefly Neuroscience, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed December 4, 2024 File No. 333-282357 Dear Jon Olsen: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registr |
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| December 6, 2024 | ||
| December 6, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| December 4, 2024 |
Firefly Neuroscience Appoints Current Board Member, Greg Lipschitz, as Executive Chairman Exhibit 99.1 Firefly Neuroscience Appoints Current Board Member, Greg Lipschitz, as Executive Chairman TORONTO, On., December 4, 2024 – Firefly Neuroscience, Inc. (“Firefly,” “we,” or the “Company”) (NASDAQ: AIFF), an Artificial Intelligence (“AI”) company developing innovative solutions that improve brain health outcomes for patients with neurological and mental disorders, today announced the app |
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| December 4, 2024 |
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): December 4, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commis |
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| December 4, 2024 |
As filed with the Securities and Exchange Commission on December 3, 2024 As filed with the Securities and Exchange Commission on December 3, 2024 Registration No. |
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| December 3, 2024 |
December [ ], 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F. Street, N.E. Washington, D.C. 20549 Attn: Anastasia Kaluzienski Robert Littlepage Alexandra Barone Mitchell Austin Re: Firefly Neuroscience, Inc. Registration Statement on Form S-1 Filed September 27, 2024 File No. 333-282357 Ladies and Gentlemen: This letter sets forth th |
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| December 3, 2024 |
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): November 30, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commi |
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| November 15, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 14, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commi |
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| November 15, 2024 |
Exhibit 99.1 Firefly Neuroscience Reports Third Quarter 2024 Results and Provides Stockholder Update Company successfully listed on Nasdaq under the symbol “AIFF” Partnered with multiple neuroscience pharmaceutical companies, including Bright Minds Bioscience, and neurologists to advance Company’s dual go-to-market strategy TORONTO, On., November 14, 2024 – Firefly Neuroscience, Inc. (“Firefly,” “ |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41092 Firefly N |
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| November 1, 2024 |
Exhibit 16.1 October 31, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Firefly Neuroscience, Inc. Form 8-K dated October 29, 2024, and have the following comments: 1. We agree with the statements made in the first through fourth paragraphs. 2. We have no basis on which to agree or disagree with the statements in t |
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| November 1, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): October 29, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commis |
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| October 24, 2024 |
October 24, 2024 Jon Olsen Chief Executive Officer Firefly Neuroscience, Inc. 1100 Military Road Kenmore, NY 14217 Re: Firefly Neuroscience, Inc. Registration Statement on Form S-1 Filed September 27, 2024 File No. 333-282357 Dear Jon Olsen: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and provid |
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| September 27, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 Firefly Neuroscience, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common S |
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| September 27, 2024 |
Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE ST |
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| September 27, 2024 |
Exhibit 4.1 NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES |
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| September 27, 2024 |
Exhibit 4.4 SCHEDULE C SERIES D WARRANT CERTIFICATE THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (NEW YORK TIME) ON THE EXPIRY DATE (as defined herein) OR SUCH EARLIER DATE AS PROVIDED FOR HEREIN. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. Securities Act”) OR ANY APPLICABLE STA |
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| September 27, 2024 |
As filed with the Securities and Exchange Commission on September 26, 2024 As filed with the Securities and Exchange Commission on September 26, 2024 Registration No. |
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| September 19, 2024 |
JOINT FILING AGREEMENT September 9, 2024 EX-99.1 2 d865093dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT September 9, 2024 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Act or any rule o |
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| September 19, 2024 |
AIFF / Firefly Neuroscience, Inc. / Finn Christopher Connor - SC 13G Passive Investment SC 13G 1 d865093dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FIREFLY NEUROSCIENCE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 317970101 (CUSIP Number) August 12, 2024 (Date of Event which Requires Filing of this Statement) Check t |
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| September 16, 2024 |
Exhibit 99.1 FIREFLY NEUROSCIENCE, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 FIREFLY NEUROSCIENCE, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 3 Consolidated Balance Sheets as of December 31, 2023 and 2022 5 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended De |
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| September 16, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 12, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of inc |
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| August 21, 2024 |
RJL 18 CAPITAL CANADA LP - SC 13G SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FIREFLY NEUROSCIENCE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 317970101 (CUSIP Number) August 12, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| August 21, 2024 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FIREFLY NEUROSCIENCE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 317970101 (CUSIP Number) August 12, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| August 20, 2024 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of August 19, 2024 (the “Effective Date”) and is entered into by and between David Johnson (the “Executive”) and Firefly Neuroscience, Inc., a Delaware corporation (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.” RECITALS WHEREAS, the Company and the Executive desi |
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| August 20, 2024 |
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 19, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commiss |
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| August 19, 2024 |
EX-99.2 3 tm2421930d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional jo |
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| August 19, 2024 |
EX-99.1 2 tm2421930d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 WAVEDANCER, INC. LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is dated as of April 3,2024, by and between the undersigned (“Shareholder”) and WaveDancer, Inc., a Delaware corporation (together with its successors, the “Company”). Shareholder and the Company are sometimes referred to herein collectively as the “Parties” and in |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41092 FIREFLY NEUROSCIENCE, INC. (Exact name of registrant as |
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| August 19, 2024 |
Windsor Private Capital LP - SC 13D SC 13D 1 tm2421930d1sc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Firefly Neuroscience, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 317970101 (CUSIP Number) Windsor Private Capital LP 22 St. Clair Avenue East, Suite 202 Toronto, Ontario, Canada M4 |
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| August 14, 2024 |
Exhibit 99.1 FIREFLY NEUROSCIENCE 2023, INC. (formerly known as Firefly Neuroscience, Inc.) UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 FIREFLY NEUROSCIENCE 2023, INC. (formerly known as Firefly Neuroscience, Inc.) INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed Consolidated Balance Sheets as of June 30, 2024 ( |
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| August 14, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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 14, 2024 FIREFLY NEUROSCIENCE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commiss |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| August 14, 2024 |
Exhibit 99.2 FIREFLY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis (the “MD&A”) should be read in conjunction with the unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 2024, of Firefly Neuroscience, Inc. and the related notes included elsewhere in this current repo |
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| August 12, 2024 |
Exhibit 10.7 FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN Notice of Incentive Stock Option Grant Pursuant to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Firefly Neuroscience, Inc., a Delaware corporation (f/k/a WaveDancer, Inc.) (the “Company”), the Company hereby grants you the following incentive stock |
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| August 12, 2024 |
Exhibit 99.3 FIREFLY NEUROSCIENCE, INC. UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 FIREFLY NEUROSCIENCE, INC. INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Interim Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 3 Unaudited Interim Condensed Consolidated Statements |
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| August 12, 2024 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WAVEDANCER, INC. WaveDancer, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: A. The present name of the corporation is WaveDancer, Inc. The Corporation was originally incorporated by the filing of its original Certificate of Incorporation with the Secretary of St |
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| August 12, 2024 |
Exhibit 99.6 WaveDancer Announces Reverse Stock Split Common Stock Will Begin Trading on Split-Adjusted Basis on August 13, 2024 FAIRFAX, Va., August 9, 2024 (GLOBE NEWSWIRE) - WaveDancer, Inc. (Nasdaq: WAVD) (“WaveDancer” or the “Company”), announced today that it intends to effect a reverse stock split of its common stock at a ratio of one (1) post-split share for every three (3) pre-split share |
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| August 12, 2024 |
Exhibit 10.6 FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN Notice of Nonqualified Stock Option Grant Pursuant to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Firefly Neuroscience, Inc., a Delaware corporation (f/k/a WaveDancer, Inc.) (the “Company”), the Company hereby grants you the following nonqualified |
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| August 12, 2024 |
Exhibit 99.1 FIREFLY NEUROSCIENCE, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 FIREFLY NEUROSCIENCE, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 3 Consolidated Balance Sheets as of December 31, 2023 and 2022 5 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended De |
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| August 12, 2024 |
-12-31 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 12, 2024 WAVEDANCER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41092 54-1167364 (State or other jurisdiction of incorporation) (Commission |
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| August 12, 2024 |
Exhibit 10.5 FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN The Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) was adopted by the Board of Directors of Firefly Neuroscience, Inc., a Delaware corporation (f/k/a WaveDancer, Inc., a Delaware corporation) (the “Company”), effective as of February 1, 2024 (the “Effective Date”), subject to approval by the Company’s stoc |
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| August 12, 2024 |
Exhibit 99.7 Firefly Neuroscience Announces Closing of Merger Agreement and is Scheduled to Begin Trading on Nasdaq Under the Ticker Symbol ‘AIFF’ on August 13, 2024 In connection with the consummation of the merger, the Company closed $3.5 million private placement offering FAIRFAX, Va., and TORONTO, August 12, 2024 – Firefly Neuroscience, Inc. (“Firefly” or the “Company”) (Nasdaq: AIFF), an Arti |
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| August 12, 2024 |
Exhibit 99.5 Unaudited Pro Forma Condensed Combined Balance Sheet As of March 31, 2024 (Amounts expressed in United States dollars, except for number of shares) Pro forma adjustments WaveDancer Firefly Neuroscience Tellenger Sale Transaction Wind-down of WaveDancer Corporate Merger Adjustments Pro Forma Combined FS As reported As reported Notes Notes Notes Assets Current assets Cash and cash equiv |
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| August 12, 2024 |
Exhibit 21.1 SUBSIDIARES OF FIREFLY NEUROSCIENCE, INC. Subsidiary Country of Incorporation Firefly Neuroscience 2023, Inc. Delaware (United States) Firefly Neuroscience Ltd. Israel Firefly Neuroscience Canada Canada Elminda 2022 Inc. Delaware (United States) Elminda Canada Inc. Canada |
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| August 12, 2024 |
Exhibit 99.4 FIREFLY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the unaudited interim condensed consolidated financial statements for the three months ended March 31, 2024, of Firefly Neuroscience, Inc. (“Firefly”) and the related notes included elsewhere in this current report. The |
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| August 12, 2024 |
Exhibit 10.8 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of , 20, by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Whereas, qualified persons are reluctant to serve corporations as directors or otherwise unless they are provided with broad indemnification and insurance against claims a |
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| August 12, 2024 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FIREFLY NEUROSCIENCE, INC. (A DELAWARE CORPORATION) SECTION 1. OFFICES Section 1.1 Registered Office. The registered office of Firefly Neuroscience, Inc. (the “Corporation”) in the State of Delaware and the name of the Corporation’s registered agent at such address shall be as set forth in the Amended and Restated Certificate of Incorporation of the Corpo |
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| August 12, 2024 |
Exhibit 99.2 FIREFLY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2023, of Firefly Neuroscience, Inc. (“Firefly”) and the related notes included elsewhere in this current report. The audited consolidat |
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| July 29, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 29, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 29, 2024 |
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): July 26, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporat |
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| July 29, 2024 |
Exhibit 99.1 Unaudited Pro Forma Condensed Combined Balance Sheet As of March 31, 2024 (Amounts expressed in United States dollars, except for number of shares) Pro forma adjustments Firefly Tellenger Sale Wind-down of WaveDancer Merger Pro Forma Combined WaveDancer Neuroscience Transaction Corporate Adjustments FS As reported As reported Notes Notes Notes Assets Current assets Cash and cash equiv |
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| July 29, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 26, 2024, between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditi |
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| June 21, 2024 |
Exhibit 2.1 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Second Amendment”) to the Merger Agreement (as defined below) is made and entered into as of June 17, 2024, by and among WaveDancer, Inc. a Delaware corporation (“Parent”), FFN Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Firefly Neuroscience, Inc., a Delaware corporation (the “Company”). Capi |
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| June 21, 2024 |
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): June 17, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporat |
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| June 13, 2024 |
Exhibit 10.1 CHANGE OF TERMS: COMMERCIAL LINE OF CREDIT AGREEMENT AND NOTE Lender: SUMMIT COMMUNITY BANK, a Division of Burke & Herbert Bank & Trust 9757 Phair Way Manassas, VA 20110 Borrowers: WAVEDANCER, INC. 12015 Lee Jackson Memorial Highway, Suite 210 Fairfax, VA 22033 TELLENGER INC. 2275 Research Blvd. Rockville, MD 20850 Loan No: 8069577 IMPORTANT NOTICE THIS INSTRUMENT CONTAINS A CONFESSIO |
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| June 13, 2024 |
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): June 10, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporat |
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| May 22, 2024 |
Exhibit 16.1 May 22, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated May 16, 2024 of WaveDancer, Inc. and are in agreement with the statements contained therein. /s/ CohnReznick LLP |
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| May 22, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): May 16, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporati |
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| May 14, 2024 |
Exhibit 99.1 Firefly Neuroscience, an AI-Driven Brain Health Company, Appoints Healthcare-Industry Executive, David Johnson as Executive Chairman, Upon Closing of Its Merger Transaction with WaveDancer FAIRFAX, Va. And TORONTO, On., May 14, 2024 (GLOBE NEWSWIRE) – Firefly Neuroscience, Inc. (“Firefly”), a pioneering artificial intelligence (“AI”) company developing innovative neuroscientific solut |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41092 WaveDancer, Inc. (Exact name of registrant as specified |
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| May 14, 2024 |
Financial Statements and Exhibits, Other Events 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): May 14, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporati |
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| April 24, 2024 |
Exhibit 99.1 FireFly Neuroscience Announces Healthcare Science and AI Industry Leader David DeCaprio to Join Board of Directors PUBLISHED APR 17, 2024 8:30AM EDT Board Appointment is a Key Step Towards Anticipated Trading on NASDAQ FAIRFAX, Va. and TORONTO, April 17, 2024 (GLOBE NEWSWIRE) - Firefly Neuroscience, Inc. (“Firefly” or the “Company”), a pioneering AI company developing innovative neuro |
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| April 24, 2024 |
Financial Statements and Exhibits, Other Events 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): April 17, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorpora |
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| March 21, 2024 |
WaveDancer and Firefly Neuroscience, an AI-Driven Brain Health Company, Each Receive Respective Stockholder Approvals for Merger Successful votes from both parties’ stockholders mark a critical step toward deal closing with the pioneering artificial intelligence-enabled neurological technology company. |
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| March 21, 2024 |
Financial Statements and Exhibits, Other Events 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): March 18, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorpora |
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| March 20, 2024 |
Exhibit 21.1 SUBSIDIARIES OF WAVEDANCER, INC. Subsidiary State of Incorporation Tellenger, Inc. Maryland FFN Merger Sub Delaware |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41 |
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| March 18, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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): March 14, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorpora |
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| March 14, 2024 |
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): March 8, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporat |
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| March 8, 2024 |
Exhibit 99.1 Filed by WaveDancer, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, Subject Company: Firefly Neuroscience, Inc. Commission File No.: 333-276649 Filed March 8, 2024 Firefly Neuroscience’s White Paper Unveils BNA™ Platform’s Significant Impact on Disease Management in 2,253 U.S Patients The white paper is titled “Brain Network Analytics (BNA) in the Psychiatric |
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| March 8, 2024 |
Exhibit 99.1 Firefly Neuroscience’s White Paper Unveils BNA™ Platform’s Significant Impact on Disease Management in 2,253 U.S Patients The white paper is titled “Brain Network Analytics (BNA) in the Psychiatric Practice: Real-Life Data Analysis” The analysis involved a cohort of 2,253 patients receiving treatment at a prominent psychiatric and multispecialty clinic in the U.S. FAIRFAX, Va. and TOR |
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| March 8, 2024 |
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): March 5, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporat |
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| March 8, 2024 |
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): March 5, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorporat |
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| February 23, 2024 |
Exhibit 99.1 Firefly Neuroscience, Inc. Issues Letter to Stockholders on Proposed Merger with WaveDancer Firefly has developed an FDA-approved AI algorithm to objectively measure brain activity in mental health and cognitive disorders FAIRFAX, Va., February 22, 2024 (GLOBE NEWSWIRE) – Firefly Neuroscience, Inc. (“Firefly”) Chief Executive Officer, Jon Olsen, issues letter to stockholders ahead of |
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| February 23, 2024 |
Financial Statements and Exhibits, Other Events 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 22, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| February 23, 2024 |
Exhibit 99.1 Filed by WaveDancer, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, Subject Company: Firefly Neuroscience, Inc. Commission File No.: 333-276649 Filed February 22, 2024 Firefly Neuroscience, Inc. Issues Letter to Stockholders on Proposed Merger with WaveDancer Firefly has developed an FDA-approved AI algorithm to objectively measure brain activity in mental hea |
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| February 23, 2024 |
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 22, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| February 8, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration statement No. 333-276649 JOINT PROXY STATEMENT FOR THE SPECIAL MEETING OF WAVEDANCER, INC., CONSENT SOLICITATION STATEMENT FOR FIREFLY NEUROSCIENCE, INC. AND PROSPECTUS FOR 28,709,802 SHARES OF COMMON STOCK OF WAVEDANCER, INC. MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT To the Stockholders of WaveDancer, Inc. and Firefly Neuroscience, Inc.: On Novemb |
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| February 2, 2024 |
Warrant Certificate of Elminda, Inc., dated August 15, 2022 Exhibit 4.7 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE “UNITED STATES” OR TO “U.S. PERSONS” (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) UN |
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| February 2, 2024 |
Form of Written Consent for the stockholders of Firefly Neuroscience, Inc. Exhibit 99.2 FORM OF WRITTEN CONSENT OF THE STOCKHOLDERS OF FIREFLY NEUROSCIENCE, INC. This Written Consent is solicited by the Board of Directors of Firefly Neuroscience, Inc. Please return this consent no later than 5:00 pm (Eastern Time) on March 1, 2024, which is the final date that the board of directors of Firefly Neuroscience, Inc., a Delaware corporation (“Firefly”), has set for receipt of |
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| February 2, 2024 |
As filed with the Securities and Exchange Commission on February 1, 2024 As filed with the Securities and Exchange Commission on February 1, 2024 Registration No. |
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| February 2, 2024 |
Exhibit 4.8 AMENDED AND RESTATED WARRANTS TO PURCHASE COMMON SHARES OF FIREFLY NEUROSCIENCE, INC. A Delaware corporation NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AME |
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| February 2, 2024 |
Form of Proxy Card for the Special Meeting of WaveDancer, Inc. Exhibit 99.1 |
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| February 2, 2024 |
Exhibit 4.10 AMENDED AND RESTATED WARRANTS TO PURCHASE COMMON SHARES OF FIREFLY NEUROSCIENCE, INC. A Delaware corporation NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AM |
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| February 2, 2024 |
Warrant Certificate of Elminda, Inc., dated July 5, 2022 Exhibit 4.6 THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE “UNITED STATES” OR TO “U.S. PERSONS” (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) UN |
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| February 2, 2024 |
Form of Warranty Certificate of Firefly Neuroscience, Inc., dated October 17, 2023, Exhibit 4.12 WARRANT THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (NEW ORK TIME) ON THE EXPIRY DATE (as defined herein) OR SUCH EARLIER DATE AS PROVIDED FOR HEREIN. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) OCTOBER 17, 2023, AND (II) THE DATE T |
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| February 2, 2024 |
WaveDancer, Inc. 12015 Lee Jackson Highway Suite 210 Fairfax, Virginia 22033 WaveDancer, Inc. 12015 Lee Jackson Highway Suite 210 Fairfax, Virginia 22033 February 2, 2024 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, NE Washington, DC 20549 Attention: Alexandra Barone Re: WaveDancer, Inc. Registration Statement on Form S-4, as amended, File No. 333-276649 Dear Ms. Barone: WaveDancer, Inc. (the “ |
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| February 2, 2024 |
Form of Series A Performance Warrant of Firefly Neurosciences Inc., dated June 15, 2023 Exhibit 4.11 SCHEDULE A THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. Securities Act”) OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRE |
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| February 2, 2024 |
Exhibit 4.9 AMENDED AND RESTATED WARRANTS TO PURCHASE COMMON SHARES OF FIREFLY NEUROSCIENCE, INC. A Delaware corporation NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AME |
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| January 26, 2024 |
Exhibit 99.1 Filed by WaveDancer, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Firefly Neuroscience, Inc. Commission File No.: pending assignment Filed January 26, 2024 WaveDancer Announces Filing of a Registration Statement on Form S-4 with the U.S. SEC Progre |
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| January 26, 2024 |
Financial Statements and Exhibits, Other Events 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): January 23, 2024 WAVEDANCER, INC (Exact name of registrant as specified in its charter) Delaware 001-41092 54-1167364 (State or other jurisdiction (Commission (IRS Employer of incorpo |
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| January 26, 2024 |
United States securities and exchange commission logo January 26, 2024 G. James Benoit, Jr. Chief Executive Officer WaveDancer, Inc. 12015 Lee Jackson Memorial Highway, Suite 210 Fairfax, Virginia 22033 Re: WaveDancer, Inc. Registration Statement on Form S-4 Filed January 22, 2024 File No. 333-276649 Dear G. James Benoit: This is to advise you that we have not reviewed and will not review your reg |
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| January 22, 2024 |
As filed with the Securities and Exchange Commission on January 22, 2024 As filed with the Securities and Exchange Commission on January 22, 2024 Registration No. |
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| January 22, 2024 |
Consent of Scott Reeves to be named as director. Exhibit 99.3 Consent of Proposed Director I, Scott Reeves, hereby consent to the following: ● to serve as a director of Firefly Neuroscience, Inc. if the transactions contemplated by the Agreement and Plan of Merger, dated November 15, 2023, by and among WaveDancer Inc., FFN Merger Sub, Inc. and Firefly Neuroscience, Inc. are consummated, including the merger of FFN Merger Sub, Inc. with and into |
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| January 22, 2024 |
Elminda Ltd. Share Option Plan. Exhibit 10.12 ELMINDA'S SHARE OPTION PLAN Elminda Ltd. SHARE OPTION PLAN (*In compliance with Amendment No. 132 of the Israeli Tax Ordinance, 2002) This plan, as amended from time to time, shall be known as Elminda Ltd. 2007 Share Option Plan (the “SOP”). 1. PURPOSE This plan is intended to allow the Company the grant of certain incentives by means of grant of Options to employees as well as servi |
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| January 22, 2024 |
Consent of Greg Lipschitz to be named as a director. Exhibit 99.4 Consent of Proposed Director I, Greg Lipschitz, hereby consent to the following: ● to serve as a director of Firefly Neuroscience, Inc. if the transactions contemplated by the Agreement and Plan of Merger, dated November 15, 2023, by and among WaveDancer Inc., FFN Merger Sub, Inc. and Firefly Neuroscience, Inc. are consummated, including the merger of FFN Merger Sub, Inc. with and int |
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| January 22, 2024 |
Firefly Neuroscience, Inc. 2023 Omnibus Equity Incentive Compensation Plan Exhibit 10.11 FIREFLY NEUROSCIENCES INC. 2023 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN TABLE OF CONTENTS ARTICLE 1 ESTABLISHMENT, PURPOSE AND DURATION 1 1.01 Establishment of the Plan. 1 1.02 Purpose of the Plan. 1 ARTICLE 2 ADMINISTRATION 6 2.01 General. 6 2.02 Authority of the Committee. 6 2.03 Delegation. 6 2.04 Investor Relations. 7 ARTICLE 3 SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS 7 3 |
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| January 22, 2024 |
Consent of Dave DeCaprio to be named as a director. Exhibit 99.5 Consent of Proposed Director I, Dave DeCaprio, hereby consent to the following: ● to serve as a director of Firefly Neuroscience, Inc. if the transactions contemplated by the Agreement and Plan of Merger, dated November 15, 2023, by and among WaveDancer Inc., FFN Merger Sub, Inc. and Firefly Neuroscience, Inc. are consummated, including the merger of FFN Merger Sub, Inc. with and into |
