Firefly Neuroscience Files 8-K: Charter Cut, LTIP +2M Shares, Director Elected

What Happened

• Firefly Neuroscience, Inc. (AIFF) filed an 8‑K on August 7, 2026 reporting outcomes from its August 5, 2026 annual meeting. Shareholders approved Amendment No. 2 to the 2024 Long‑Term Incentive Plan (adding 2,000,000 shares and updating the evergreen provision) and approved a Certificate of Amendment that reduces the company’s authorized shares from 5,001,000,000 to 101,000,000 (100,000,000 common; 1,000,000 preferred). Arun Menawat was elected Class III director (term to 2029). The record date for the meeting was June 8, 2026; 9,703,536 of 15,604,571 outstanding shares were represented (quorum).

Key Details

• LTIP: Plan Amendment increases the Plan Share Limit by 2,000,000 shares of common stock and revises the plan’s evergreen provision (Exhibit 10.1 filed).
• Charter: Certificate of Amendment filed and effective August 5, 2026 reducing authorized shares from 5,001,000,000 to 101,000,000 (Exhibit 3.1 filed).
• Director election: Arun Menawat elected—vote: 4,324,584 For, 106,395 Withheld, 5,272,557 broker non‑votes.
• Other votes: Auditor CBIZ Canada, LLP ratified (9,500,723 For); say‑on‑pay advisory approved (4,331,361 For); LTIP amendment vote tally (4,047,217 For, 361,601 Against); charter amendment vote tally (9,222,775 For).

Why It Matters

• The authorized‑share reduction and the LTIP increase are direct corporate‑governance and capitalization actions: limiting total authorized shares can change the company’s future ability to issue new shares without further shareholder action, while adding LTIP shares increases the pool available for equity compensation. Both moves affect potential dilution and capital‑structuring flexibility.
• Election of a director and ratification of the auditor complete governance housekeeping items approved by shareholders at the annual meeting. Investors should note these filings for their implications on corporate control, equity compensation availability, and future dilution; no financial results were reported in this 8‑K.