FIREFLY NEUROSCIENCE, INC. 8-K

What Happened

• Firefly Neuroscience, Inc. filed an 8‑K reporting that on February 3, 2026 it entered into an At‑the‑Market Offering Agreement with Konik Capital Partners (a division of T.R. Winston) to offer and sell up to $7,434,266 of common stock through at‑the‑market (ATM) sales. The ATM will be conducted under the company’s Form S‑3 shelf registration (File No. 333‑291916), with sales possible on Nasdaq or other trading markets.
• On February 4, 2026, the company’s wholly owned subsidiary amended CTO Gil Issachar’s employment terms to replace his automatic annual bonus with eligibility for a discretionary annual bonus up to one month of his gross salary and to provide for payment of bonuses accrued through December 31, 2025.

Key Details

• ATM capacity: up to $7,434,266 of common stock; offering will end on sale of that amount or termination per the agreement.
• Sales agent: Konik Capital Partners (division of T.R. Winston); commission is 2.0% of aggregate gross proceeds.
• Agent expense reimbursements: up to $50,000 for legal fees, plus up to $5,000 per due‑diligence update (max $20,000 per fiscal year).
• CTO compensation change: discretionary bonus capped at one month’s gross salary; accrued bonuses through 12/31/2025 will be paid.

Why It Matters

• The ATM gives Firefly a flexible, on‑demand way to raise equity capital (up to $7.43M) without an immediate, large offering; any future sales would dilute current shareholders proportionally and incur a 2% sales commission plus listed reimbursements.
• The amendment to the CTO’s bonus shifts from an automatic to a discretionary payout (with a one‑month cap), changing the predictability of that compensation expense and confirming payment of previously accrued bonuses through 2025. Investors should view the ATM as a financing tool and the bonus change as a routine compensation adjustment disclosed by the company.