FIREFLY NEUROSCIENCE, INC. 8-K

What Happened

• Firefly Neuroscience, Inc. (AIFF) filed an 8-K reporting an Additional Closing under a Securities Purchase Agreement originally dated March 8, 2026 (previously disclosed in a March 12, 2026 8-K). On April 16, 2026 the company issued 5,333,333 units to an accredited investor at $1.50 per unit for total proceeds of $8,000,000.
• The company and the investors executed an Amended and Restated Lock‑Up Agreement (A&R Lock‑Up Agreement) dated April 16, 2026 that restricts transfers of the lock‑up securities for 30 days, ending May 16, 2026, unless the Purchase Agreement terminates earlier. Investors also agreed to extend the deadline for the company to file the Registration Statement with the SEC to May 21, 2026. The company will use best efforts to get that registration effective within 45 days after filing if the SEC does not review it, or within 90 days if the SEC reviews it.

Key Details

• 5,333,333 Units issued at $1.50 per Unit = $8,000,000 gross proceeds (Additional Closing on April 16, 2026).
• Under the original Purchase Agreement, Initial Investors had the right to purchase up to $18,000,000 of Units within 30 days of the initial closing.
• Lock‑up: 30‑day transfer restriction for investors, expiring May 16, 2026 (A&R Lock‑Up Agreement).
• Registration filing deadline extended to May 21, 2026; effectiveness targeted within 45 days (no SEC review) or 90 days (if reviewed).

Why It Matters

• The transaction brings $8.0M of new capital to the company via unit sales at $1.50 each. That dilutes existing shareholders to the extent new shares are issued and will affect share count once issued or registered for resale.
• The 30‑day lock‑up limits investor selling for a short period (through May 16, 2026). The extended Registration Statement deadline and stated effectiveness targets affect when investors may be able to publicly resell shares, which can influence short‑term liquidity and market supply.
• Terms otherwise track the prior disclosures; no new management changes or financial results were reported in this filing.