AIFF 10-K

Firefly Neuroscience, Inc. (AIFF)

10-K 2025-04-03 For: 2024-12-31

View Original

Added on April 11, 2026

Delaware		54-1167364
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1100 Military Road, Kenmore, NY		14217
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		AIFF		Nasdaq Capital Market

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		Emerging growth company ☐

Item 1.	Business	6
Item 1A.	Risk Factors	21
Item 1B.	Unresolved Staff Comments	50
Item 1C.	Cybersecurity	50
Item 2.	Properties	51
Item 3.	Legal Proceedings	51
Item 4.	Mine Safety Disclosures	51

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	51
Item 6.	[Reserved]	52
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	52
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 8.	Financial Statements and Supplementary Data	58
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	58
Item 9A.	Controls and Procedures	58
Item 9B.	Other Information	59
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	59

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	59
Item 11.	Executive Compensation	64
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	77
Item 13.	Certain Relationships and Related Transactions, and Director Independence	79
Item 14.	Principal Accountant Fees and Services	84

PART IV

Item 15.	Exhibit and Financial Statement Schedules	85
Item 16.	Form 10-K Summary	88

Signatures		90

	●	fluctuation and volatility in market price of our Common Stock due to market and industry factors, as well as general economic, political and market conditions;
	●	the availability of and our ability to continue to obtain sufficient funding to conduct planned operations and realize potential profits;
	●	the impact of dilution on our stockholders, including through the issuance of additional equity securities in the future;
	●	the impact of our ability to realize the anticipated tax impact of the Merger;
	●	the outcome of litigation or other proceedings may become subject to in the future;
	●	delisting of our Common Stock from Nasdaq or the failure for an active trading market to develop;
	●	the failure of our altered business operations, strategies and focus to result in an improvement for the value of our Common Stock;
	●	the availability of and our ability to continue to obtain sufficient funding to conduct planned operations and realize potential profits;
	●	our limited operating history;
	●	the impact of the complexity of the regulatory landscape on our ability to seek and obtain regulatory approval for its BNA Platform, both within and outside of the U.S.;
	●	challenges that we may face with maintaining regulatory approval, if achieved;
	●	the impact of the concertation of capital stock ownership with our insiders on stockholders’ ability to influence corporate matters.
	●	the impacts of future acquisitions of businesses or products and the potential to fail to realize intended benefits of such acquisition;
	●	the potential impact of changes in the legal and regulatory landscape, both within and outside of the U.S.;
	●	our dependence on third parties;
	●	challenges we may face with respect to our BNA Platform achieving market acceptance;
	●	the impact of pricing of our BNA Platform;
	●	patient and product variability may produce misleading BNA results
	●	emerging competition and rapidly advancing technology in our industry;
	●	our ability to obtain, maintain and protect its trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on its proprietary rights;
	●	our ability to maintain adequate cyber security and information systems;
	●	our ability to generate sufficient revenue to achieve and sustain profitability;
	●	the risk that our significant increased expenses and administrative burdens as a public company could have an adverse effect on our business, financial condition and results of operations; and
	●	the other factors set forth in the section of this report in Part II. Item 1A. “Risk Factors”.

	●	We are in the development stage with minimum revenues and have no operating history in the broad commercialization of medical devices or platforms for consumer use.
	●	Our financial statement footnotes and auditors opinion include disclosure regarding the substantial doubt about our ability to continue as a going concern.
	●	We may be unable to raise additional capital, which could harm our ability to compete.
	●	We are subject to operating risks, including excess or constrained capacity and operational inefficiencies, which could adversely affect our results of operations.
	●	If we are not successful in enhancing awareness of our BNA platform, driving adoption across our current target population and expanding the population of eligible patients, our sales, business, financial condition and results of operations will be negatively affected.
	●	Our commercial success will depend on the future adoption of the BNA platform into patient work streams in clinics. If we are unable to successfully drive interest in our BNA Platform, our business, financial condition and results of operations would be harmed.
	●	We may be unable to compete successfully with competitive technologies, which could harm our sales, business, financial condition and results of operations.
	●	Use of our BNA Platform requires appropriate training and inadequate training may lead to negative clinician experiences, which could harm our business, financial condition, and results of operations.
	●	We are highly dependent on our senior management team and key personnel, and our business could be harmed if we are unable to attract and retain personnel necessary for our success.
	●	We may not be able to achieve or maintain satisfactory pricing and margins for our BNA Platform, which could harm our business and results of operations.
	●	Future sales of our BNA Platform may depend on healthcare providers’ or patients’ ability to obtain reimbursement from third-party payors, such as insurance carriers.
	●	Complying with regulations enforced by FDA and other regulatory authorities is expensive and time consuming, and failure to comply could result in substantial penalties.
	●	We may not receive the necessary authorizations to market our BNA Platform or any future new products, and any failure to timely do so may adversely affect our ability to grow our business.
	●	Since our BNA Platform uses cloud-based information systems and the exchange of information between patents and doctors, we will be subject to numerous U.S. federal and state laws and regulations related to the privacy and security of personally identifiable information, including health information.
	●	The implementation of tariffs on foreign countries may increase operating costs and costs to acquire necessary equipment
	●	The formation of the Department of Government Efficiency ("DOGE") may impact the FDA and other agencies that could have a negative impact on our product development
	●	The formation of the Department of Government Efficiency ("DOGE") may impact funding our customers rely upon
	●	If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our Common Stock.
	●	Our success depends in part on our proprietary technology, and if we are unable to successfully enforce our intellectual property rights, our competitive position may be harmed.
	●	We use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.
	●	It is not possible to predict the actual number of shares of the Common Stock we will sell under the ELOC Purchase Agreement to Arena, or the actual gross proceeds resulting from those sales.
	●	The sale and issuance of our Common Stock to Arena will cause dilution to our existing shareholders, and the sale of Common Stock acquired by Arena or the perception that such sales may occur could cause the price of our Common Stock to fall.
	●	Arena will pay less than the then-prevailing market price for the Common Stock, which could cause the price of the Common Stock to decline.
	●	Our management team will have broad discretion over the use of the net proceeds from the sales of our Common Stock to Arena, if any, and investors may not agree with how we use the proceeds, and the proceeds may not be invested successfully.
	●	Substantial future sales or issuances of the Common Stock or securities convertible into, or exercisable or exchangeable for, the Common Stock, or the perception in the public markets that these sales or issuances may occur, may depress our stock price. Also, future issuances of the Common Stock or rights to purchase Common Stock could result in additional dilution of the percentage ownership of our shareholders and could cause our stock price to fall.

	●	design, development and manufacturing;
	●	testing, labeling, content and language of instructions for use and storage;
	●	product storage and safety;
	●	marketing, sales and distribution;
	●	pre-market clearance and approval;
	●	record keeping procedures;
	●	advertising and promotion;
	●	recalls and field safety corrective actions;
	●	post-market surveillance;
	●	post-market approval studies; and
	●	product import and export.

	●	Class I devices, the lowest-risk FDA device classification, include devices with the lowest risk to the patient and are those for which safety and effectiveness can be assured by adherence to FDA’s medical device general controls, including labeling, establishment registration, device product listing, adverse event reporting, and, for some products, adherence to good manufacturing practices through FDA’s Quality System Regulations.
	●	Class II devices, moderate-risk devices, also require compliance with general controls and in some cases, special controls as deemed necessary by FDA to ensure the safety and effectiveness of the device. These special controls may include performance standards, particular labeling requirements, or post-market surveillance obligations. While most Class I devices are exempt from the 510(k) premarket notification requirement, typically a Class II device also requires pre-market review and 510(k) clearance as well as adherence to the Quality System Regulations/good manufacturing practices for devices.
	●	Class III devices, high-risk devices that are often implantable or life-sustaining, also require compliance with the medical device general controls and Quality System Regulations, and generally must be approved by FDA before entering the market through a PMA application. Approved PMAs can include post-approval conditions and post-market surveillance requirements, analogous to some of the special controls that may be imposed on Class II devices.

	●	annual and updated establishment registration and device listing with FDA;
	●	restrictions on sale, distribution, or use of a device;
	●	labeling, advertising, promotion, and marketing regulations, which require that promotion is truthful, not misleading, and provide adequate risk disclosures and directions for use and that all claims are substantiated, and also prohibit the promotion of products for unapproved or “off-label” uses (i.e., indications that are inconsistent with or beyond the scope of the applicable FDA approval or clearance) and impose other restrictions on labeling;
	●	clearance or approval of product modifications to legally marketed devices that could significantly affect safety or effectiveness or that would constitute a major change in intended use;
	●	correction, removal, and recall reporting regulations, and FDA’s recall authority;
	●	complying with the federal law and regulations requiring Unique Device Identifiers on devices; and
	●	post-market surveillance activities and regulations, which apply when deemed by FDA to be necessary to protect the public health or to provide additional safety and effectiveness data for the device.
	●	FDA has broad regulatory compliance and enforcement powers. If FDA determines that we failed to comply with applicable regulatory requirements, it can take a variety of compliance or enforcement actions, which may result in any of the following sanctions:
	●	warning letters, untitled letters, fines, injunctions, consent decrees, and civil penalties;
	●	recalls, withdrawals, or administrative detention, or seizure of our products;
	●	operating restrictions or partial suspension or total shutdown of production;
	●	refusing or delaying requests for 510(k) marketing clearance or PMA approvals of new products or modified products;
	●	withdrawing 510(k) clearances or PMA approvals that have already been granted;
	●	refusal to grant export or import approvals for our products; or
	●	criminal prosecution.

	●	strengthen the rules on placing devices on the market and reinforce surveillance once they are available;
	●	improve the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number;
	●	set up a central database to provide patients, healthcare professionals, and the public with comprehensive information on products available in the E.U.; and
	●	strengthen rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market.

	●	the actual and perceived effectiveness and clinical benefit, of our BNA Platform;
	●	the prevalence and severity of any adverse patient events involving our BNA Platform;
	●	our ability to provide earlier awareness of and education about our BNA Platform to patients and clinicians;
	●	the degree to which clinicians and patients adopt our BNA Platform;
	●	the availability, relative cost and perceived advantages and disadvantages of alternative technologies or treatment methods for cognitive disorders;
	●	the results of future clinical and other studies relating to the health, economic or other benefits of our BNA Platform;
	●	whether key thought leaders in the medical community accept that our future clinical utility is sufficiently meaningful to influence their decision to adopt our BNA Platform;

	●	the extent to which we are successful in educating clinicians and patients about the benefits of our BNA Platform;
	●	our reputation among clinicians and patients;
	●	our ability to predict product performance;
	●	the strength of our marketing and distribution infrastructure, including our ability to drive adoption and utilization of our BNA Platform;
	●	our ability to obtain, maintain, protect, enforce and defend our intellectual property rights, including those covering our BNA Platform;
	●	our ability to maintain compliance with all legal and regulatory requirements, including those applicable to our BNA Platform; and
	●	our ability to continue to attract and retain key talent.

	●	successfully launch our commercialization program to target clinicians (i.e. neurologists in the United States);
	●	drive awareness to increase the number of mental illness and cognitive impairment patients referred to target clinicians, namely neurologists in the United States;
	●	attract and retain skilled research, development, sales, marketing and clinical personnel;
	●	continue to innovate in order to improve our BNA Platform and enhance the patient and provider experience;
	●	adequately predict product performance;

	●	obtain and maintain regulatory clearances and approvals, including for expanded indications;
	●	cost-effectively market and sell our BNA Platform;
	●	obtain, maintain, protect, enforce and defend our intellectual property rights and operate our business without infringing, misappropriating or otherwise violating the intellectual property rights of others; and
	●	acquire products or technologies complementary to or necessary for our business.

	●	identifying, recruiting, integrating, maintaining and motivating additional employees;
	●	managing our internal development efforts effectively, while complying with our contractual obligations to contractors and other third parties; and
	●	improving our operational, financial and management controls, reporting systems and procedures.

	●	warning letters, fines, injunctions, consent decrees, and civil penalties;
	●	repair, replacement, refunds, recall, or seizure of our products;
	●	operating restrictions or partial suspension or total shutdown of production;
	●	refusing our requests for 510(k) clearance or pre-market approval of new products, new intended uses, or modifications to existing products;
	●	withdrawing clearance or pre-market approvals that have already been granted; and
	●	criminal prosecution.

	●	we may be unable to demonstrate to FDA’s satisfaction that the products or modifications are substantially equivalent to a proposed predicate device or safe and effective for their intended uses;
	●	we may be unable to demonstrate that the clinical and other benefits of the device outweigh the risks; and
	●	the applicable regulatory authority may identify deficiencies in our submissions or in the facilities or processes of our third party contract manufacturers.

	●	strengthen the rules on placing devices on the market and reinforce surveillance once they are available;
	●	establish explicit provisions on manufacturers’ responsibilities for the follow-up of the quality, performance and safety of devices placed on the market;
	●	improve the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number;
	●	set up a central database to provide patients, healthcare professionals and the public with comprehensive information on products available in the European Union; and
	●	strengthen rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market.

	●	the federal healthcare Medicare and Medicaid Patient Protection Act of 1987 (the “Anti-Kickback Statute”), which prohibits, among other things, persons, and entities from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease, order, or arrange for or recommend a good or service, for which payment may be made, in whole or in part, under federal healthcare programs, such as Medicare and Medicaid. The term “remuneration” has been broadly interpreted to include anything of value. The government can establish a violation of the Anti-Kickback Statute without proving that a person or entity had actual knowledge of the law or a specific intent to violate. Moreover, the government may assert that a claim including items or services resulting from a violation of the federal healthcare Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act. Although there are a number of statutory exceptions and regulatory safe harbors to the federal healthcare Anti-Kickback Statute protecting certain common business arrangements and activities from prosecution or regulatory sanctions, the exceptions and safe harbors are drawn narrowly. Practices that involve remuneration to those who prescribe, purchase, or recommend medical device products, including discounts, or engaging individuals as speakers, consultants, or advisors, may be subject to scrutiny if they do not fit squarely within an exception or safe harbor. Our practices may not in all cases meet all of the criteria for safe harbor protection from anti- kickback liability. Moreover, there are no safe harbors for many common practices, such as reimbursement support programs, educational or research grants, or charitable donations;
	●	the federal civil False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented, false or fraudulent claims for payment of federal government funds, and knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent claim to avoid, decrease or conceal an obligation to pay money to the federal government. Private individuals, commonly known as “whistleblowers,” can bring civil False Claims Act qui tam actions, on behalf of the government and such individuals and may share in amounts paid by the entity to the government in recovery or settlement. False Claims Act liability is potentially significant in the healthcare industry because the statute provides for treble damages and mandatory penalties for each false or fraudulent claim or statement. The government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim under the federal civil False Claims Act. Many pharmaceutical and medical device manufacturers have been investigated and have reached substantial settlements under the federal civil False Claims Act in connection with alleged off-label promotion of their products and allegedly providing free products to customers with the expectation that the customers would bill federal health care programs for the product. In addition, manufacturers can be held liable under the federal civil False Claims Act even when they do not submit claims directly to government payers if they are deemed to “cause” the submission of false or fraudulent claims. There are also criminal penalties, including imprisonment and criminal fines, for making or presenting false, fictitious or fraudulent claims to the federal government;

	●	Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which created additional federal criminal statutes that prohibit, among other things, knowingly and willfully executing or attempting to execute a scheme to defraud any healthcare benefit program, including private third-party payers, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statements or representations, or making or using any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement or entry in connection with the delivery of, or payment for, healthcare benefits, items or services. Similar to the federal healthcare Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;
	●	the federal Physician Payments Sunshine Act under the Affordable Care Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to the United States Department of Health and Human Services, Centers for Medicare and Medicaid Services, information related to payments and other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, and applicable manufacturers and group purchasing organizations, as well as ownership and investment interests held by physicians and their immediate family members. Since January 2022, applicable manufacturers are also required to report information regarding payments and transfers of value provided to physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, and certified nurse-midwives;
	●	HIPAA, as amended by Health Information Technology for Economic and Clinical Health Act (“HITECH”), and their respective implementing regulations, which imposes privacy, security, and breach reporting obligations with respect to Protected Health Information (“PHI”), upon entities subject to the law, such as health plans, healthcare clearinghouses and certain healthcare providers, and their respective business associates that perform services on their behalf that involve PHI. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make HIPAA compliance as well as civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions; and
	●	analogous state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payer, including commercial insurers or patients; state laws that require device companies to comply with the industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state and local laws that require the licensure of sales representatives; state laws that require device manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures and pricing information; data privacy and security laws and regulations in foreign jurisdictions that may be more stringent than those in the United States (such as the EU, which adopted the General Data Protection Regulation, which became effective in May 2018); state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts; and state laws related to insurance fraud in the case of claims involving private insurers.

	●	a limited availability of market quotations for its securities;
	●	a determination that our Common Stock is a “penny stock,” which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
	●	a limited amount of news and analyst coverage for us; and
	●	a decreased ability to issue additional securities (including pursuant to short-form registration statements on Form S-3) or to obtain additional financing in the future.

	●	investors reacting negatively to the effect of our business and prospects from the Merger;
	●	the announcement of new products, new developments, services or technological innovations by us or our competitors;
	●	actual or anticipated quarterly increases or decreases in revenue, gross margin or earnings, and changes in our business, operations or prospects;
	●	announcements relating to strategic relationships, mergers, acquisitions, partnerships, collaborations, joint ventures, capital commitments, or other events by us or our competitors;
	●	conditions or trends in the life sciences and medical technology industries;
	●	changes in the economic performance or market valuations of other life sciences and medical technology companies;
	●	general market conditions or domestic or international macroeconomic and geopolitical factors unrelated to our performance or financial condition;
	●	sale of our Common Stock by stockholders, including executives and directors;
	●	volatility and limitations in trading volumes of our Common Stock;
	●	volatility in the market prices and trading volumes of the life sciences and medical technology stocks;
	●	our ability to finance our business;
	●	ability to secure resources and the necessary personnel to pursue our plans;
	●	failure to meet external expectations or management guidance;
	●	changes in our capital structure or dividend policy, future issuances of securities, sales or distributions of large blocks of Common Stock by stockholders;
	●	our cash position;
	●	announcements and events surrounding financing efforts, including debt and equity securities;
	●	analyst research reports, recommendations and changes in recommendations, price targets, and withdrawals of coverage;
	●	departures and additions of key personnel;
	●	disputes and litigation related to intellectual properties, proprietary rights, and contractual obligations;
	●	investigations by regulators into our operations or those of our competitors;
	●	changes in applicable laws, rules, regulations, or accounting practices and other dynamics; and
	●	other events or factors, many of which may be out of our control.

	Year ended
	December 31,
	*$US, in thousands*

	2024			2023			Change ($)

REVENUE	$	108		$	498		$	(390	)
OPERATING EXPENSES:
Research and development expenses		1,954			741			1,213
Selling and marketing expenses		1,201			639			562
General and administration expenses		6,113			2,196			3,937
Impairment of intangible assets		874			-			874
TOTAL OPERATING EXPENSES		10,162			3,576			6,586

OPERATING LOSS		10,054			3,078			6,976

OTHER (INCOME) EXPENSE
Interest and bank fees		69			18			51
Foreign exchange gain		(11	)		(37	)		26
Change in derivate fair value		156			-			156
Other (income) expenses		190			(457	)		647
TOTAL OTHER EXPENSE		404			(476	)		880

LOSS BEFORE INCOME TAX	$	10,458		$	2,602		$	7,856

	For the year ended December 31,
	2024			2023			Change
	*(in thousands)*

Net cash (used in) provided by
Operating activities	$	(6,155	)	$	(2,172	)	$	(3,983	)
Investing activities	$	(477	)	$	(386	)	$	(91	)
Financing activities	$	6,299		$	4,643		$	1,656

Name	Age	Position
Greg Lipschitz	36	Chief Executive Officer
Paul Krzywicki	40	Chief Financial Officer
Gil Issachar	42	Chief Technology Officer
Arun Menawat	70	Chairman of the Board
David DeCaprio	52	Director
Brian Posner	63	Director
Stella Vnook	50	Director

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)(1)			All other compensation ($)		Total ($)
Jon Olsen	2023	$	168,380	$	-	$	-	(3)	$	-	(5)	$	-	$	168,380
Former Chief Executive Officer	2024	$	179,980	$	-	$	204,757	(3)	$	358,231	(5)	$	-	$	742,968
Stephen Purcell (2)	2023	$	121,184	$	-	$	-		$	-	(6)	$	-	$	121,184
Former Chief Financial Officer	2024	$	16,497	$	-	$	-		$	-	(6)	$	-	$	16,497
Gil Issachar	2023	$	133,556	$	12,575	$	-	(4)	$	-	(7)	$	46,738	$	192,869
Chief Technology Officer	2024	$	179,459	$	13,687	$	204,757	(4)	$	358,231	(7)	$	47,849	$	803,967
Samer Kaba	2023	$	-	$	-	$	-		$	-		$	-	$	-
Former Chief Medical Officer	2024	$	97,000	$	-	$	-		$	42,515	(8)	$	-	$	139,515
Dave Johnson	2023	$	-	$	-	$	-		$	-		$	-	$	-
Former Executive Chairman	2024	$	72,500	$	-	$	-		$	-		$	-	$	72,500
Paul Krzywicki	2023	$	-	$	-	$	-		$	-		$	-	$	-
Chief Financial Officer	2024	$	98,629	$	-	$	-		$	56,333	(8)	$	-	$	154,962

(2)	On March 7, 2024, Stephen Purcell resigned as our Chief Financial Officer upon the appointment of our current Chief Financial Officer, Paul Krzywicki
(3)	Consists of a restricted share units to purchase valued at $200,000 to Mr. Olsen, our former Chief Executive Officer, on July 8, 2023. These shares units vest once the Company lists on a recognized North American Stock Exchange. Mr. Olsen was removed from his position as the Company’s Chief Executive Officer by the Board without cause on January 6, 2025.
(4)	Consists of a restricted share units to purchase valued at $200,000 to Mr. Issachar on July 8, 2023. These share units vest once the Company lists on a recognized North American Stock Exchange.
(5)	Consists of a grant of options to purchase 75,417 shares of Common Stock made to Mr. Olsen on July 8, 2023, of which 47,241 are exercisable as of December 31, 2024. The options have a term of 5 years and an exercise price equal to a 25% discount to the issue price of Firefly's equity securities in an initial public offering that results in our Common Stock being listed on the Nasdaq Stock Market or another recognized securities exchange or traded on the over-the-counter market.
(6)	Consists of a grant of options to purchase 11,037 shares of Common Stock made to Mr. Purcell on July 8, 2023, of which 0 are exercisable as of December 31, 2024. The options have a term of 5 years and an exercise price equal to a 25% discount to the issue price of Firefly's equity securities in an initial public offering that results in our Common Stock being listed on the Nasdaq Stock Market or another recognized securities exchange or traded on the over-the-counter market.
(7)	Consists of a grant of options to purchase 75,417 shares of Common Stock made to Mr. Issachar on July 8, 2023, of which 47,241 are exercisable as of December 31, 2024. The options have a term of 5 years and an exercise price equal to a 25% discount to the issue price of Firefly's equity securities in an initial public offering that results in our Common Stock being listed on the Nasdaq Stock Market or another recognized securities exchange or traded on the over-the-counter market.
(8)	Consists of a grant of options to purchase 8,320 shares of Common Stock made to Mr. Kaba on June 10, 2024, of which 1,572 are exercisable as of December 31, 2024. The options have a term of 5 years and an exercise price equal to a 25% discount to the issue price of Firefly's equity securities in an initial public offering that results in our Common Stock being listed on the Nasdaq Stock Market or another recognized securities exchange or traded on the over-the-counter market.
(9)	Consists of a grant of options to purchase 11,024 shares of Common Stock made to Mr. Krzywicki on March 1, 2024, of which 3,113 are exercisable as of December 31, 2024. The options have a term of 5 years and an exercise price equal to a 25% discount to the issue price of Firefly's equity securities in an initial public offering that results in our Common Stock being listed on the Nasdaq Stock Market or another recognized securities exchange or traded on the over-the-counter market.

Named Executive Officer	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Equity incentive plan awards: number of securities underlying unexercised unearned options (#)		Option exercise price		Option expiration date
Jon Olsen (former Chief Executive Officer)(1)		139		-		-	$	28.85	9/25/2030
		2,635		-		-	$	28.85	12/14/2030
		832		-		-	$	28.85	6/21/2031
		8,379		3,298		-	$	28.85	11/17/2032
		47,241		28,177		-	$	5.18	7/8/2028
Gil Issachar		13		-		-	$	72.12	8/13/2018
		222		-		-	$	28.85	10/14/2030
		76		-		-	$	28.85	4/1/2031
		1,308		-		-	$	28.85	6/21/2031
		2,095		824		-	$	28.85	11/17/2032
		47,241		28,177		-	$	5.18	7/8/2028
Stephen Purcell (former Chief Financial Officer)		-		-		-	$	28.85	6/21/2031
		-		-		-	$	28.85	11/17/2032
		-		-		-	$	5.18	7/8/2028
Samer Kaba (former Chief Medical Officer)		1,572		6,748		-	$	5.18	6/10/2029
Paul Krzywicki (Chief Financial Officer)		3,113		7,911		-	$	5.18	3/1/2029

Name	Year	Salary		Bonus		Stock Awards		Option awards (1)			All other compensation		Total
David DeCaprio(2)	2023		-		-		-		-			-		-
	2024		-		-		-		-			-		-
Greg Lipschitz	2023		-		-		-		-	(6)		-		-
	2024		-		-		-		$262,119	(6)		-		$262,119
Arun Menawat(3)	2023		-		-		-		-			-		-
	2024		-		-		-		-			-		-
Brian Posner(4)	2023		-		-		-		-			-		-
	2024		-		-		-		-			-		-
Scott Reeves	2023		-		-		-		-	(7)		-		-
	2024		-		-		-		$34,950	(7)		-		$34,950
Stella Vnook(5)	2023		-		-		-		-			-		-
	2024		-		-		-		-			-		-

	(1)	Amounts reflect the full grant-date fair value of option awards granted during the relevant fiscal year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. Firefly provides information regarding the assumptions used to calculate the value of all option awards made to its executive officers in the section entitled “Firefly’s Management’s Discussion and Analysis and Results of Operations” contained elsewhere in this filing.
	(2)	Mr. DeCaprio has served as a director of the Board since January 2024 and received no compensation in the reported period in his capacity as a director.
	(3)	Mr. Menawat has served as a director of the Board since August 12, 2024, and received no compensation in the reported period in his capacity as a director.
	(4)	Mr. Posner has served as a director of the Board since August 12, 2024, and received no compensation in the reported period in his capacity as a director.
	(3)	Mr. DeCaprio has served as a director of the Board since January 2024 and received no compensation in the reported period in his capacity as a director.
	(4)	Mr. Menawat has served as a director of the Board since August 12, 2024, and received no compensation in the reported period in his capacity as a director.
	(5)	Ms. Vnook has served as a director of the Board since January 2024 and received no compensation in the reported period in her capacity as a director.
	(6)	Consists of a grant of options to purchase 55,183 shares of Firefly Common Stock made to 2686255 Ontario Inc., an entity controlled by Mr. Lipschitz, on July 8, 2023, of which 27,694 are currently exercisable.
	(7)	Consists of a grant of options to purchase 7,358 shares of Firefly Common Stock made to Mr. Reeves on July 8, 2023, of which 3,693 are currently exercisable. In August 2024, immediately prior to the consummation of the Merger, Mr. Reeves resigned as a member of the Board and all committees thereto.

Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		% of Ownership
Five Percent Holders
Windsor Private Capital LP(1)		1,705,751		14.56	%
Canaccord Genuity Corp (2)		606,373		5.08	%
Directors and Named Executive Officers
David DeCaprio(3)		5,850		*
Gil Issachar(4)		92,420		*	%
Greg Lipschitz(5)		440,544		3.78	%
Arun Menawat(6)		145,120		1.24	%
Brian Posner		0		0	%
Stella Vnook		0		0	%
Paul Krzywicki(7)		4,593		*
All Directors and Executive Officers of the Company as a Group (7 persons)		688,527		5.02	%

(2)	Consists of 292,770 shares of Common Stocks, 292,770 warrants with a strike price of $4.00 and 20,833 warrants with an exercise price of $3.00.
(3)	Consists of shares underlying options to purchase up to 5,850 shares of Common Stock that are currently exercisable or exercisable within 60 days of March 25, 2025.
(4)	Consist of (1) 33,480 shares of Common Stock held by Mr. Issachar and (2) underlying options to purchase up to 58,940 shares of Common Stock that are currently exercisable or exercisable within 60 days of March 25, 2025
(5)	Consists of (1) 404,707 shares of Common Stock and (2) up to 1,735 shares of Common Stock that are currently exercisable or exercisable within 60 days of March 25, 2025, underlying certain warrants, and (3) up to 36,837 shares of Common Stock that are currently exercisable or exercisable within 60 days of March 25, 2025, underlying certain stock options held by Bower Four Capital Corp., an entity in which Mr. Lipschitz is the sole stockholder.
(6)	Consists of (1) 99,405 shares of Common Stock and (2) up to 2,602 shares of Common Stock that are currently exercisable or exercisable within 60 days of March 25, 2025, underlying certain warrants, and (3) up to 45,715 shares of Common Stock that are currently exercisable or exercisable within 60 days of March 25, 2025, underlying certain stock options held by Mr. Menawat.
(7)	Consists of 4,593 shares of common stock that are currently exercisable or exercisable within 60 days of March 25, 2025, underlying certain stock options.

	(2)	Represents shares available for award grant purposes under the 2024 Plan.
	(3)	Includes both vested and unvested options to purchase common stock under the Firefly 2007 Incentive Plan and the Firefly 2023 Incentive Plan. Does not include any restricted stock that has been granted subject to forfeiture as of December 31, 2024.
	(4)	No additional awards may be granted under the Firefly 2007 Incentive Plan and the Firefly 2023 Incentive Plan after the Merger.

	●	executive officers;
	●	members of the Board;
	●	beneficial holders of more than 5% of our securities;
	●	immediate family members of any of the foregoing persons, with such immediate family members defined as any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and any person (other than a tenant or an employee) sharing the household with the executive officer, director or 5% beneficial owner; and
	●	any other persons whom the Board determines may be considered to be related persons as defined by Item 404 of Regulation S-K promulgated under the Securities Act.

Exhibit		Description
2.1		Agreement and Plan of Merger, dated November 15, 2023, by and among WaveDancer, Inc., FFN Merger Sub, Inc., and Firefly Neuroscience, Inc. (incorporated herein by reference to Annex A-1 to the Company’s registration statement on Form S-4/A, filed with the SEC on February 2, 2024).
2.2		Amendment No. 1 to Agreement and Plan of Merger, dated January 12, 2024, by and among by and among WaveDancer, Inc., FFN Merger Sub, Inc., and Firefly Neuroscience, Inc. (incorporated herein by reference to Annex A-2 to the Company’s registration statement on Form S-4/A, filed with the SEC on February 2, 2024).
2.3		Amendment No. 2 to Agreement and Plan of Merger, dated June 17, 2024, by and among by and among WaveDancer, Inc., FFN Merger Sub, Inc., and Firefly Neuroscience, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 21, 2024).
2.4		Stock Purchase Agreement between Registrant and Wavetop Solutions, Inc., dated November 15, 2023 (incorporated herein by reference to Annex F to the Company’s registration statement on Form S-4/A, filed with the SEC on February 2, 2024).
3.1		Amended and Restated Certificate of Incorporation of Firefly Neuroscience, Inc (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024).
3.2		Amended and Restated Bylaws of Firefly Neuroscience, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024).
4.1		Description of Capital Stock of Firefly Neuroscience, Inc.
4.2		Form of Series C Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s registration statement on Form S-1 filed with the SEC on September 27, 2024).
4.3		Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 29, 2024).
4.4		Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 29, 2024).
4.5		Form of Series D Warrant (incorporated herein by reference to Exhibit 4.4 to the Company’s registration statement on Form S-1 filed with the SEC on September 27, 2024).
4.6		Form of Broker Warrant (incorporated herein by reference to Exhibit 4.5 to the Company’s registration statement on Form S-1 filed with the SEC on September 27, 2024).
4.7		Form of Common Stock Purchase Warrant
4.8		Form of Pre-Funded Common Stock Purchase Warrant
4.9		Common Stock Purchase Warrant issued to Canaccord Genuity Corp., dated as of March 28, 2025
10.1†		Elminda Ltd. Share Option Plan (incorporated herein by reference to Exhibit 10.12 to the Company’s registration statement on Form S-4, filed with the SEC on January 22, 2024).
10.2†		Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024).
10.3†		Form of Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024).
10.4†		Form of Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024).
10.5†		Form of Deferred Stock Unit Agreement
10.6†		Form of Restricted Stock Unit Agreement
10.7†		Form of Restricted Stock Award Agreement
10.8†		Employment Agreement, dated February 2, 2017, by and between Firefly Neuroscience, Ltd. (formally known as Elminda Ltd.) and Gil Issachar
10.9†		Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the SEC on August 12, 2024).
10.10		Common Stock Purchase Agreement by and between WaveDancer, Inc. and B. Riley Principal Capital II, LLC dated July 8, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 11, 2022).
10.11		Registration Rights Agreement by and between the Registrant and B. Riley Principal Capital II, LLC dated July 8, 2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 11, 2022).