AIFF 8-K
Firefly Neuroscience, Inc. (AIFF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 5, 2026, at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), the Company’s stockholders approved Amendment No. 2 to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan Amendment”), which amended the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (as amended, the “Plan”). The approval of the Plan Amendment increased the maximum number of shares available for grant under the Plan (the “Plan Share Limit”) by 2,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and updated the Plan’s evergreen provision. A description of the Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2026 (the “Proxy Statement”), the relevant portions of which are incorporated by reference herein.
A copy of the Plan Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment No. 2 of Amended and Restated Certificate of Incorporation, As Amended
In connection with the approval by the stockholders of the Company at the Annual Meeting of a proposal to amend the Amended and Restated Certificate of Incorporation of the Company, as amended, to decrease the total number of authorized shares from 5,001,000,000 to 101,000,000, consisting of (i) 100,000,000 shares of Common Stock, and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”) (the “Charter Amendment Authorization”), on August 5, 2026, the Company filed the Amendment No. 2 of Amended and Restated Certificate of Incorporation, As Amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective on August 5, 2026, to effect the Charter Amendment Authorization.
The foregoing description of the Certificate of Amendment is a summary only and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. Additional information regarding the submission and approval of the proposal relating to the Charter Amendment Authorization is disclosed under Item 5.07 below.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 5, 2026, the Company held the Annual Meeting. As of June 8, 2026, the record date for the Annual Meeting, there were 15,604,571 shares of common stock, issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 9,703,536 shares were present in person or represented by proxy, which constituted a quorum. The holders of shares of the common stock are entitled to one vote for each share held.
At the Annual Meeting, the stockholders voted on six proposals, each of which is described in greater detail in the Proxy Statement, the relevant portions of which are incorporated by reference herein. At the Annual Meeting, stockholders approved Proposals 1, 2, 3, 4, 5 and 6, each of which was presented for a vote. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.
Proposal 1: A proposal to elect Arun Menawat as the Class III director to the Board of Directors (the “Board”) to serve until the annual meeting of stockholders to be held in 2029, or until his successor has been duly elected and qualified. The proposal was approved as set forth below:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Arun Menawat | 4,324,584 | 106,395 | 5,272,557 | |||||||||
Proposal 2: A proposal to ratify the appointment of CBIZ Canada, LLP (formerly known as Marcum Canada, LLP) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026. The proposal was approved as set forth below:
| For | Against | Abstain | ||||||
| 9,500,723 | 21,341 | 181,472 | ||||||
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Proposal 3: A proposal to approve, on a non-binding, advisory basis, the compensation paid to our named executive officers. The proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 4,331,361 | 76,601 | 23,017 | 5,272,557 | |||||||||
Proposal 4: A proposal to approve Amendment No. 2 to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan, as amended, to increase the maximum number of shares available for grant under the Plan by 2,000,000 shares of common stock and update the Plan’s evergreen provision. The proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 4,047,217 | 361,601 | 22,161 | 5,272,557 | |||||||||
Proposal 5: A proposal to approve Certificate of Amendment No. 2 of Amended and Restated Certificate of Incorporation of Firefly Neuroscience, Inc., as amended, to decrease the total number of authorized shares from 5,001,000,000 to 101,000,000, consisting of (i) 100,000,000 shares of Common Stock, and (ii) 1,000,000 shares of Preferred Stock. The proposal was approved as set forth below:
| For | Against | Abstain | ||||||
| 9,222,775 | 268,441 | 212,320 | ||||||
Proposal 6: A proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals. The proposal was approved as set forth below:
| For | Against | Abstain | ||||||
| 9,117,363 | 387,451 | 198,722 | ||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 3.1 | Amendment No. 2 of Amended and Restated Certificate of Incorporation of Firefly Neuroscience, Inc., As Amended | |
| 10.1 | Amendment No. 2 to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 7, 2026 | FIREFLY NEUROSCIENCE, INC. | |
| /s/ Greg Lipschitz | ||
| Name: | Greg Lipschitz | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT NO.2
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION, AS AMENDED,
OF
FIREFLY NEUROSCIENCE, INC.
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That the Board of Directors of Firefly Neuroscience, Inc., by unanimous written consent in accordance with the provisions of Section 141(f) of the Delaware General Corporation Law, duly adopted resolutions setting forth the proposed amendment No. 2 of the Amended and Restated Certificate of Incorporation, as amended, (the “Certificate of Incorporation”) of said corporation, declaring said amendment to be advisable and submitting the amendment to the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing Article IV, Section A, of the Certificate of Incorporation so that, as amended, said paragraph shall be and read as follows:
“Article IV., A. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares that the Corporation is authorized to issue is 101,000,000 shares, consisting of (1) 100,000,000 shares of Common Stock, par value of $0.0001 per share, and (2) 1,000,000 shares of Preferred Stock, par value of $0.0001 per share.”
SECOND: That thereafter such amendments were submitted to the stockholders of the corporation, pursuant to resolution of its Board of Directors, and were approved by written consent by the necessary number of shares as required by statute in accordance with Section 222 of the General Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.
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| State of Delaware | ||
| Secretary of State | ||
| Division of Corporations | ||
| Delivered 01:47 PM 08/05/2026 | ||
| FILED 01:47 PM 08/05/2026 | ||
| SR 20263964137 - File Number 6472250 |
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 5th day of August, 2026.
| FIREFLY NEUROSCIENCE, INC. | ||
| By: | /s/ Greg Lipschitz | |
| Name: | Greg Lipschitz | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT NO. 2
TO
FIREFLY NEUROSCIENCE, INC.
2024 LONG-TERM INCENTIVE PLAN
The Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan, as amended by Amendment No.1 to the Firefly Neuroscience, Inc. 2024 Long-Term Incentive Plan (the “Plan”) is hereby amended as follows:
Section 5.1 of the Plan is hereby amended in its entirety to read as follows:
“5.1. Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan (the “Plan Share Limit”) is 3,707,496 shares, of which one hundred percent (100%) may be delivered pursuant to Incentive Stock Options. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.
Section 5.3 of the Plan is hereby amended in its entirety to read as follows:
“5.3. Annual Increase in Available Shares. On the first day of each calendar year during the term of the Plan, commencing on January 1, 2026 and continuing until (and including) January 1, 2035, the number of shares of Common Stock available under the Plan Share Limit shall automatically increase by a number equal to the lesser of (a) four percent (4%) of the total number of shares of Common Stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (b) a number of shares of Common Stock determined by the Board.”
Except as herein amended, the provisions of the Plan shall remain in full force and effect.
Effective as of August 5, 2026