FIREFLY NEUROSCIENCE, INC. 8-K

What Happened

• Firefly Neuroscience, Inc. announced a securities purchase agreement and completed an Initial Closing on March 12, 2026, selling 1,500,000 Units at $1.50 per Unit for total proceeds of $2,250,000. The Investors have the right (but not the obligation) to purchase up to an additional $18,000,000 of Units within 30 days after the Initial Closing.
• Each Unit consists of (i) either one share of common stock or a pre-funded warrant to avoid certain ownership limits, (ii) a five‑year “150% Warrant” exercisable at $1.88 per share, and (iii) a five‑year “200% Warrant” exercisable at $2.50 per share. Warrants include beneficial‑ownership limits (4.99% or 9.99%, as applicable).

Key Details

• Initial Closing: March 12, 2026 — 1,500,000 Units issued for $2,250,000 (Unit price $1.50).
• Additional investment right: up to $18,000,000 of Units may be purchased in one or more Additional Closings within 30 days of the Initial Closing.
• Registration: Company agreed to file a registration statement (Form S-1 or available alternative) covering resale of the Shares and Warrant Shares by April 15, 2026; target effectiveness within 45 days (if no SEC review) or 90 days (if reviewed).
• Lock-up: Investors agreed to a six‑month lock-up through Sept 12, 2026, followed by a six‑month monthly “leak‑out” release (one‑sixth released each month), ending March 12, 2027.

Why It Matters

• This transaction provides immediate capital of $2.25M and the potential for up to $18M more quickly, which can support operations or development without requiring shareholder approval (structured to comply with Nasdaq rules).
• Investors should note potential dilution from the shares and multiple warrants issued; beneficial‑ownership limits and pre‑funded warrants were used to manage ownership thresholds.
• The lock‑up gives the company a period of share stability (six months) before gradual resale by these investors, and the planned registration filing will enable registered resale of the issued shares and warrant shares once effective.