FIREFLY NEUROSCIENCE, INC. 8-K

What Happened
Firefly Neuroscience, Inc. (AIFF) filed an 8‑K reporting that on May 6, 2026 it entered a securities purchase agreement to sell up to 666,667 Units at $1.50 per Unit for aggregate gross proceeds of up to $1,000,000. Each Unit consists of one share of common stock and two five‑year common stock purchase warrants: a "150% Warrant" exercisable at $1.88 per share and a "200% Warrant" exercisable at $2.50 per share. The Warrants are not exercisable until the company obtains stockholder approval to issue the underlying shares.

Key Details

• Agreement date: May 6, 2026; maximum Units: 666,667; price per Unit: $1.50; max gross proceeds: $1,000,000.
• Each Unit = 1 common share + 1 warrant at $1.88 (5‑yr) + 1 warrant at $2.50 (5‑yr); potential issuance of up to 3 shares per Unit if warrants are exercised.
• Warrants include beneficial ownership limits (cannot exercise if it would push holder’s ownership above 4.99% or 9.99%, as applicable) and are not exercisable until shareholder approval is obtained.
• The company must file a registration statement (Form S‑1 or other available form) covering resale of the Shares and Warrant Shares by May 21, 2026 and use best efforts to get the registration effective within 45–90 days depending on SEC review; registration effectiveness and shareholder approval are conditions to closing.
• Investor termination rights: the investor can terminate if shareholder approval is not obtained within 90 days, or (for that investor only) if the Nasdaq closing price on the approval day is below $1.50, with a two‑trading‑day notice window.

Why It Matters
This is a conditional financing that could provide up to $1.0M in cash, but the deal won’t close until Firefly completes an SEC registration and obtains shareholder approval to issue the warrant shares. If completed and warrants are later exercised, existing shareholders could face dilution (each Unit could convert into the issued share plus up to two more shares upon exercise). The filing also shows investor protections (ownership caps and a price‑based termination right) and sets clear near‑term deadlines (registration filing by May 21, 2026 and a 90‑day window for shareholder approval), which are important milestones for investors to watch.