Business Context and Reporting Period
Company: Firefly Neuroscience, Inc. (Nasdaq: AIFF)
Filing Type: Form 8-K (Current Report)
Date of Report: April 16, 2026
Event: Consummation of an Additional Closing under a Securities Purchase Agreement dated March 8, 2026.
Key Financial Metrics and Transaction Details
- Capital Raised: $8,000,000 in the Additional Closing.
- Securities Issued: 5,333,333 Units.
- Purchase Price: $1.50 per Unit.
- Investor Type: One accredited investor (Additional Investor).
- Total Potential Raise: Up to $18,000,000 under the original Purchase Agreement (including prior closings).
- Financial Statements: This filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics.
Material Changes and Agreements
- Lock-Up Agreement: An Amended and Restated Lock-Up Agreement was executed. Investors are restricted from transferring Lock-Up Securities for 30 days, ending May 16, 2026.
- Registration Deadline Extension: The deadline for the Company to file the Registration Statement with the SEC was extended to May 21, 2026.
- Effectiveness Timeline: The Company aims for the Registration Statement to become effective within 45 days if no SEC review occurs, or within 90 days if reviewed.
Outlook, Risks, and Unusual Items
- Regulatory Status: The sale was conducted as a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
- Liquidity Risk: Securities issued in this transaction are unregistered and cannot be offered or sold in the U.S. absent registration or an exemption.
- Management Commentary: The filing contains no forward-looking guidance regarding product development, clinical trials, or future financial performance.
Investor Verification Checklist
- Verify the total aggregate amount raised under the Purchase Agreement to date (Initial Closing + Additional Closing).
- Confirm the status of the Registration Statement filing by the May 21, 2026 deadline.
- Review the full text of the Amended and Restated Lock-Up Agreement (Exhibit 10.1) for specific definitions of "Lock-Up Securities."
- Check subsequent filings for the effectiveness date of the Registration Statement to determine when shares become tradable.