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~~ 3March 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)		(Commission File Number)		(IRS Employer Identification No.)

1100 Military Road, Kenmore, NY		14217
(Address of principal executive offices)		(Zip Code)

(888) 237-6412

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		AIFF		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On ~~February~~March 38, 2026, Firefly Neuroscience, Inc., a Delaware corporation (the “Company”) entered into ana Atsecurities ~~the~~purchase ~~Market~~agreement ~~Offering Agreement~~ (the “~~ATM~~Purchase Agreement”) with ~~Konik~~certain ~~Capital~~accredited ~~Partners~~investors (each an “Investor” and, ~~LLC~~collectively the “Investors”), pursuant to which the Company agreed to issue and sell up to 13,500,000 of units (each a ~~division~~“Unit” and, collectively the “Units”), at a purchase price of T$1.R50 per Unit. ~~Winston~~Pursuant ~~and~~to ~~Company~~the Purchase Agreement, ~~LLC~~(i) the Investors agreed to purchase Units for an aggregate purchase price of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) (the “~~KCP~~Initial Investment”) orat ~~the~~an initial closing (the “~~Sales~~Initial ~~Agent~~Closing”), ~~pursuant to~~and ~~which~~(ii) the ~~Company~~Investors ~~may~~have the right, ~~from~~but ~~time~~not the obligation, to ~~time~~purchase in the aggregate, ~~offer~~up to Eighteen Million Dollars ($18,000,000) of Units (the “Additional Investment”) in one or more subsequent closings (each, an “Additional Closing” and, ~~sell~~together ~~shares~~with the Initial Closing, each a “Closing”) in respect of ~~its~~one or more Additional Investments, within thirty (30) days following the Initial Closing Date (as defined in the Purchase Agreement). Each Unit consists of (i) either (A) one share (each a Share and, collectively, the Shares) of common stock, par value $0.0001 per share, ~~having~~(the an“Common ~~aggregate~~Stock”), ~~sales~~or ~~price~~(B) ofa upprefunded warrant to ~~$7,434,266~~purchase one share of Common Stock (the “~~Shares~~Pre-Funded Warrant”) ~~through~~at ~~KCP~~a asnominal ~~principal~~exercise orprice ~~agent~~of $0.0001 ~~Sales~~per share, to the extent that acquiring the shares of Common Stock instead of the ~~Shares~~Pre-Funded ~~through~~Warrants ~~KCP,~~would ifhave ~~any,~~caused the Investors ~~will~~to beown ~~made~~in byexcess ~~any~~of ~~method~~4.99% ~~permitted~~or by9.99%, ~~law~~as ~~deemed~~applicable to beeach ansuch ~~“at~~Investor, of the ~~market~~outstanding ~~offering”~~Common Stock on a post-issuance basis; (ii) one common stock purchase warrant (the “~~ATM~~150% ~~Offering~~Warrant”“) to purchase one share of Common Stock over five (5) years at an exercise price of $1.88 per share; (iii) one common stock purchase warrant (the “200% Warrant”, astogether with the Pre-Funded ~~defined~~Warrants inand ~~Rule~~150% ~~415~~Warrants, the “Warrants”) to purchase one share of Common Stock over five (a5) years at an exercise price of $2.50 per share; and (4iv) ~~under~~the issuance of the ~~Securities~~Common ~~Act~~Stock ofupon ~~1933,~~the asexercise ~~amended~~of the Warrants (collectively, the “~~Securities~~Warrant ~~Act~~Shares”),. The ~~including,~~Warrants ~~without~~include a beneficial ownership limitation, ~~sales~~ ~~made~~which ~~directly~~provides onthat ~~The~~the ~~Nasdaq~~Company ~~Stock~~shall ~~Market~~not ~~LLC~~effect orany exercise, and a holder shall not have the right to exercise any ~~other~~portion ~~existing~~of ~~trading~~the ~~market~~Warrants, ~~for~~to the ~~Company’s~~extent ~~common~~that, ~~stock.~~after ~~KCP~~giving ~~will use~~effect ~~commercially~~to ~~reasonable~~such ~~efforts~~exercise, ~~consistent~~the holder (together with ~~its~~the ~~normal~~holder’s ~~trading~~affiliates) ~~and~~would ~~sales~~beneficially ~~practices~~own ~~and~~more ~~applicable~~than ~~law~~4.99% ~~and~~or ~~regulations~~9.99, as applicable to ~~sell~~each such Investor, of the outstanding shares of Common Stock immediately after the ~~Shares~~issuance ~~from~~of ~~time~~the toCommon ~~time~~Stock issuable upon exercise. On March 12, ~~based~~2026, onthe ~~instructions~~Initial ~~from~~Closing under the Purchase Agreement occurred, and the Company issued 1,500,000 Units to the Investors at a total purchase price of $2,250,000.

The ~~Company~~offering ~~will~~was ~~pay~~effected ~~KCP~~at ~~a commission equal to 2.0% of~~ the ~~aggregate~~Nasdaq ~~gross~~Minimum ~~proceeds from the sales of Shares sold through KCP under the ATM Agreement and will also reimburse KCP for~~Price ~~the fees~~ and ~~costs~~structured ~~of its legal counsel reasonably incurred~~ in ~~connection~~a ~~with~~manner ~~entering into the transactions contemplated by the ATM Agreement in an amount not~~ to ~~exceed~~comply ~~$50,000~~with inNasdaq ~~the~~Listing ~~aggregate,~~Rule ~~and up to an additional $5,000 per due diligence update session~~ 5635(~~and in no event more than $20,000 per fiscal year~~d) ~~for~~without ~~diligence~~requiring ~~and~~stockholder ~~maintenance of the ATM Agreement~~approval. The ATM Agreement contains certain covenants, representations and warranties customary for an agreement of this type. The Company agreed to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act.

The ~~Company~~offer ~~has no obligation to sell,~~ and ~~the Sales~~sale ~~Agent~~of issecurities ~~not~~described ~~obligated~~above pursuant to ~~buy or sell, any of~~ the ~~Shares~~Purchase ~~under the ATM~~ Agreement ~~and~~was ~~may~~conducted ~~at any time suspend offers under the ATM Agreement or terminate the ATM Agreement~~ as ~~provided~~a ~~for~~private inplacement ~~the ATM Agreement. The offering of the Shares~~ pursuant to ~~the prospectus supplement~~ and ~~the~~in ~~accompanying~~reliance ~~base~~on ~~prospectus~~the ~~will~~exemption ~~terminate~~from ~~upon~~registration ~~the~~provided by ~~earlier~~Section of 4(ia)(2) ~~the~~of ~~sale, pursuant to~~ the ~~ATM~~Securities ~~Agreement,~~Act of ~~Shares~~1933, ~~having an~~as ~~aggregate~~amended ~~offering~~(the ~~price~~“Securities ofAct”) ~~$7,434,266,~~ and /or Rule 506(iib) of Regulation D promulgated ~~the~~thereunder ~~termination~~for bytransactions ~~the~~not ~~Company~~involving ora ~~the~~public ~~Sales Agent of the ATM Agreement pursuant to its terms~~offering.

~~Unless~~Pursuant ~~otherwise~~to ~~agreed~~the ~~between~~Purchase Agreement, the Company ~~and~~has ~~the~~agreed ~~Sales~~to file ~~Agent,~~a ~~settlement~~registration ~~for~~statement ~~sales~~with of the ~~Shares~~Securities ~~will~~and ~~occur~~Exchange onCommission (the ~~first~~“SEC”) ~~trading~~on ~~day~~Form S-1 (or, if Form S-1 is not then available to the Company, on such other ~~settlement~~form ~~cycle~~ as ~~may~~is bethen inavailable) covering ~~effect~~the resale of the Shares and the Warrant Shares issued pursuant to ~~Rule~~the ~~15c6-1)~~Purchase ~~following~~Agreement, including Shares and Warrant Shares issuable at Additional Closings (the ~~date~~“Registration Statement”), onas ~~which~~soon as practicable and, in any ~~sales~~event, ~~are~~on ~~made~~or before April 15, 2026. ~~Sales~~The ofCompany will use its best efforts to cause the ~~Shares~~Registration ~~will~~Statement beto ~~settled~~become ~~through~~effective (i) within 45 calendar days after filing if the ~~facilities~~SEC ~~of The~~does ~~Depository~~not ~~Trust~~review ~~Company~~the Registration Statement, or by(ii) ~~such~~within ~~other~~90 ~~means~~calendar asdays ~~the~~after ~~Company~~filing ~~and~~if the ~~Sales~~SEC ~~Agent~~reviews ~~may~~the ~~agree~~Registration Statement.

~~The~~In connection with the Purchase Agreement, the Company and ~~currently~~each ~~intends~~Investor toentered ~~use~~into a Lock-Up Agreement, dated as of March 12, 2026 (the ~~net~~“Lock-Up ~~proceeds~~Agreement”), pursuant to which ~~after~~each ~~deducting~~Investor has agreed to certain transfer restrictions with respect to the ~~Sales~~Shares, ~~Agent’~~Warrants ~~commission~~(including the Pre-Funded Warrants, the 150% Warrants and the ~~Company’s~~200% ~~offering~~Warrants), ~~expenses~~and Warrant Shares issued or issuable under the Purchase Agreement (collectively, ~~that~~the it“Lock-Up Securities”). ~~receives~~Under ~~upon~~the Lock-Up Agreement, each Investor has agreed not to transfer any Lock-Up Securities during a six (6) month period ending on September 12, 2026 (the ~~issuance~~“Lock-Up ~~and~~Period”), ~~sale~~followed by a graduated release schedule during a six (6) month period ending on March 12, 2027 (the “Leak-Out Period”), during which one-sixth (1/6th) of ~~Shares~~such Investor’s Lock-Up Securities will be released from the transfer restrictions on the first day of each successive calendar month. The Lock-Up Agreement permits certain limited transfers that do not involve a disposition for value, including gifts to family members or ~~through~~charities, transfers to trusts or affiliated entities, transfers by will or operation of law, and transfers in connection with a transaction involving the ~~Sales~~Company, ~~Agent~~provided that ~~for~~most ~~working~~transferees ~~capital~~agree in writing to be bound by the Lock-Up Agreement. The Company has agreed to instruct its transfer agent to decline to transfer any Lock-Up Securities except in accordance with the Lock-Up Agreement. The Lock-Up Agreement was entered into as a condition to each Closing under the Purchase Agreement and ~~other~~will ~~general~~automatically ~~corporate~~terminate ~~purposes~~upon the earlier of (i) the expiration of the Leak-Out Period (i.e., twelve (12) months after March 12, 2026) or (ii) the termination of the Purchase Agreement prior to any Closing.

The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the ATM Agreement into the Registration Statement (as defined below).1 

The ~~Shares~~foregoing ~~are~~summary ~~being~~of ~~offered~~the terms and ~~sold pursuant~~conditions toof the Units, ~~Company’s~~including ~~shelf~~the ~~registration~~Warrants, ~~statement~~the onPurchase ~~Form~~Agreement ~~S-3~~ and anthe ~~accompanying~~Lock-Up ~~base~~Agreement, ~~prospectus~~does ~~(File~~not ~~No.~~purport ~~333-291916),~~to ~~which~~be ~~was~~complete ~~filed~~and is qualified ~~with~~in its entirety by reference to the ~~U.S.~~full ~~Securities~~text ~~and~~of ~~Exchange~~the ~~Commission~~Purchase (Agreement, the ~~“SEC”)~~Warrants onand ~~December~~the 3,Lock-Up ~~2025~~Agreement, ~~and~~copies ~~declared~~or ~~effective~~forms of bywhich ~~the~~are ~~SEC~~filed ~~on December~~as 5Exhibit 4.1, ~~2025 (the~~Exhibit ~~“Registration~~4.2, ~~Statement”)~~Exhibit 4.3, Exhibit 10.1 and ~~pursuant~~Exhibit 10.2, respectively, to athis ~~prospectus~~Current ~~supplement~~Report ~~relating~~on toForm 8-K ~~the~~and ~~offering~~incorporated ~~dated February~~herein 3,by ~~2026~~reference.

AItem ~~copy~~3.02. ofUnregistered ~~the~~Sales ~~opinion~~ of ~~Bevilacqua~~Equity ~~PLLC, counsel to the Company, regarding the validity of the Shares to be sold under the ATM Agreement is filed as an exhibit to this Current Report on Form 8-K~~Securities.

~~This~~The ~~Current~~information ~~Report~~set onforth ~~Form~~under ~~8-K~~Item ~~shall~~1.01 ~~not constitute an offer to sell or the solicitation~~ of ~~an offer to buy any security, nor shall there be any offer, solicitation, or sale of any securities~~this inCurrent ~~any~~Report ~~state~~on orForm ~~jurisdiction~~8-K inis ~~which~~incorporated ~~such~~hereby ~~offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of any such state or jurisdiction~~reference.

~~Item~~The ~~5.02~~securities ~~Departure~~that may be issued by the Company to the Investors under the Purchase Agreement are being offered and sold by the Company in a series of ~~Directors~~transactions orthat ~~Certain~~are ~~Officers;~~exempt ~~Election~~from the registration requirements of ~~Directors;~~the ~~Appointment~~Securities Act in reliance on Rule 506(b) of ~~Certain~~Regulation ~~Officers;~~D ~~Compensatory~~thereunder. ~~Arrangements~~In the Purchase Agreement, the Investors will be required to guarantee, among other things, that they qualify as an “accredited investor” (as such term is defined in Rule 501(a) of ~~Certain~~Regulation ~~Officers~~D under the Securities Act). Accordingly, the offer and sale by the Company of the securities that may be issued and sold to Investors under the Purchase Agreement have not been and will not be registered under the Securities Act or any applicable state securities or “Blue Sky” laws and, therefore, such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities or “Blue Sky” laws.

OnThis ~~February~~Current 4,Report ~~2026,~~on ~~Firefly~~Form ~~Neuroscience Ltd., a wholly~~8-~~owned~~K ~~subsidiary~~shall ofnot ~~the Company, entered into~~ constitute an ~~addendum~~offer ~~(the “Addendum”)~~ to ~~the~~sell ~~Personal~~or ~~Employment Agreement dated February 2, 2017, and~~ a ~~Contract~~solicitation ~~Addendum~~of ~~dated~~an ~~June~~offer ~~21,~~to ~~2021~~buy ~~(collectively,~~any ~~the~~securities ~~“Existing~~of ~~Employment Agreement”), with Gil Issachar,~~ the Company's, ~~Chief~~nor ~~Technology~~shall ~~Officer.~~there ~~The~~be ~~Addendum~~any ~~amends~~sale ~~the~~of ~~Existing~~any ~~Employment~~securities ~~Agreement to replace Mr. Issachar’s automatic~~of ~~annual~~the ~~bonus~~Company ~~with~~in ~~eligibility~~any ~~for~~state aor ~~discretionary~~other ~~annual~~jurisdiction ~~bonus~~in ofwhich upsuch toan ~~one~~offer, ~~month~~solicitation ofor ~~his~~sale ~~gross~~would ~~salary.~~be ~~The~~unlawful ~~Addendum~~prior ~~also~~to ~~provides~~registration ~~for~~or qualification under the ~~payment~~securities laws of ~~outstanding~~any ~~bonuses~~such ~~accrued~~state ~~through~~or ~~December~~other ~~31, 2025~~jurisdiction.

The foregoing description of the Addendum is qualified in its entirety by reference to the full text of the Addendum, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		ATM Agreement by and between Konik Capital Partners, LLC, a division of T.R. Winston and Company, LLC, dated February 3, 2026
4.1		Form of Pre-Funded Common Stock Purchase Warrant
5.1		Opinion of Bevilacqua PLLC
4.2		Form of 150% Common Stock Purchase Warrant
10.1		Addendum to Personal Employment Agreement, dated February 4, 2026, by and between Firefly Neuroscience Ltd. and Gil Issachar.
4.3		Form of 200% Common Stock Purchase Warrant
23.1		Consent of Bevilacqua PLLC (incorporated into Exhibit 5.1)
10.1		Form of Securities Purchase Agreement between Firefly Neuroscience, Inc. and the Investors, dated March 8, 2026
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).
10.2		Form of Lock-Up Agreement between Firefly Neuroscience, Inc. and the Investors, dated March 12, 2026
10.4		Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 4, 2026	FIREFLY NEUROSCIENCE, INC.
Date: March 12, 2026	FIREFLY NEUROSCIENCE, INC.
	/s/ Greg Lipschitz
	Name:	Greg Lipschitz
	Name: Greg Lipschitz
	Title:	Chief Executive Officer
	Title: Chief Executive Officer

Filing Compare · FIREFLY NEUROSCIENCE, INC.