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
Date of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| ( |
| (Registrant’s telephone number, including area code) |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
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 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026 (the “Prior 8-K”), Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement, dated as of March 8, 2026 (the “Purchase Agreement”), with certain accredited investors (the “Initial Investors”), pursuant to which the Company agreed to issue and sell units (each a “Unit” and, collectively, the “Units”) at a purchase price of $1.50 per Unit. Under the Purchase Agreement, the Initial Investors were granted the right, but not the obligation, to purchase in the aggregate up to $18,000,000 of Units in one or more subsequent closings (each, an “Additional Closing”) within thirty (30) days following the initial closing date.
On April 16, 2026, the Company consummated an Additional Closing under the Purchase Agreement, pursuant to which the Company issued 5,333,333 Units to an accredited investor (the “Additional Investor”, together with the Initial Investors, the “Investors”) at a total purchase price of $8,000,000. The Units were issued on the same terms and conditions as described in the Prior 8-K, including the price of $1.50 per Unit.
The Company and each Investor entered into an Amended and Restated Lock-Up Agreement, dated as of April 16, 2026 (the “A&R Lock-Up Agreement”), which amended and restated the Lock-Up Agreement described in the Prior 8-K. Under the A&R Lock-Up Agreement, each Investor has agreed not to transfer any Lock-Up Securities (as defined in the Prior 8-K) during a thirty (30) day period ending on May 16, 2026 (the “Lock-Up Period”). Upon expiration of the Lock-Up Period, all Lock-Up Securities will be fully released from the transfer restrictions. The A&R Lock-Up Agreement otherwise contains substantially the same terms as the original Lock-Up Agreement. The A&R Lock-Up Agreement will automatically terminate upon the earlier of (i) the expiration of the Lock-Up Period (i.e., May 16, 2026) or (ii) the termination of the Purchase Agreement prior to any Closing.
In connection with the Additional Closing, the Investors have also agreed to extend the deadline for the Company to file the Registration Statement (as defined in the Prior 8-K) with the SEC to May 21, 2026. The Company will use its best efforts to cause the Registration Statement to become effective (i) within 45 calendar days after filing if the SEC does not review the Registration Statement, or (ii) within 90 calendar days after filing if the SEC reviews the Registration Statement.
The foregoing description of the terms and conditions of the A&R Lock-Up Agreement is qualified in its entirety by reference to the full text of the A&R Lock-Up Agreement, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
1
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
The offer and sale of the securities at the Additional Closing was conducted as a private placement that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. In connection with the Additional Closing, the Additional Investor represented, among other things, that it qualifies as an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). Accordingly, the offer and sale by the Company of the securities issued and sold to the Additional Investor have not been registered under the Securities Act or any applicable state securities or “Blue Sky” laws and, therefore, such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities or “Blue Sky” laws.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Amended and Restated Lock-Up Agreement between Firefly Neuroscience, Inc. and the Investors, dated April 16, 2026. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
2
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: April 22, 2026 | FIREFLY NEUROSCIENCE, INC. | |
| /s/ Greg Lipschitz | ||
| Name: | Greg Lipschitz | |
| Title: | Chief Executive Officer | |
3
Exhibit 10.1
AMENDED AND RESTATED LOCK-UP AGREEMENT
This AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 16, 2026, by and among Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). This Agreement amends and restates the Original Lock-Up Agreement (as defined below) in its entirety.
RECITALS
A. The Company and the Investors are parties to that certain Securities Purchase Agreement, dated as of March 8, 2026 (the “Purchase Agreement”), pursuant to which the Investors have agreed to purchase Units consisting of Shares, Warrants and Warrant Shares (each as defined in the Purchase Agreement) from the Company in a private placement offering (the “Private Placement”).
B. It is a condition to each Investor’s obligation and the Company’s obligation to consummate each Closing (as defined in the Purchase Agreement) that the Company and each Investor shall have delivered to each other a duly executed Lock-Up Agreement.
C. The Company and each Investor previously entered into that certain Lock-Up Agreement, dated as of March 12, 2026 (the “Original Lock-Up Agreement”), and now desire to amend and restate the Original Lock-Up Agreement in its entirety as set forth herein.
D. The parties desire to enter into this Agreement to set forth certain restrictions on the transfer and disposition of the Securities (as defined below) on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
“Lock-Up Securities” means, with respect to each Investor, (a) the Shares issued to such Investor at any Closing under the Purchase Agreement, (b) the Warrants (including the Prefunded Warrants, the 150% Warrants and the 200% Warrants) issued to such Investor at any Closing under the Purchase Agreement, and (c) the Warrant Shares issuable upon exercise of the Warrants issued to such Investor under the Purchase Agreement.
“Lock-Up Period” means the period commencing on the date of this Agreement and ending on May 16, 2026 (i.e., thirty (30) days after the date of this Agreement).
2. Lock-Up Restrictions.
(a) During the Lock-Up Period, each Investor agrees that such Investor will not, directly or indirectly, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by such Investor or any Affiliate of such Investor or any person in privity with such Investor or any Affiliate of such Investor), or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any of the Lock-Up Securities (any such action, a “Transfer”).
(b) [OMITTED]
3. Permitted Transfers. Notwithstanding the restrictions set forth in Section 2, an Investor may Transfer Lock-Up Securities in accordance with any of the following, provided that, except with respect to clauses (f) and (g), such Transfer shall not involve a disposition for value and the transferee agrees in writing with the Company to be bound by the terms of this Agreement for the balance of the applicable restriction period:
(a) transfers as a bona fide gift or gifts, including to a charity or educational institution, or to an immediate family member of the Investor;
(b) transfers to any trust for the direct or indirect benefit of the Investor or the immediate family of the Investor;
(c) if the Investor is an individual, transfers to any corporation, partnership, limited liability company or other entity of which the Investor and/or members of the Investor’s immediate family are the sole equity holders;
(d) if the Investor is a corporation, partnership, limited liability company, trust or other business entity, (i) transfers to an Affiliate of the Investor, or (ii) distributions of Lock-Up Securities to limited partners, limited liability company members or stockholders of the Investor;
(e) if the Investor is a trust, transfers to the beneficiaries of such trust;
(f) transfers by will, testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Investor;
(g) transfers by operation of law, such as pursuant to a qualified domestic relations order or in connection with a divorce decree; and
(h) transfers pursuant to a tender offer, merger, stock sale, recapitalization, consolidation or similar transaction involving the Company.
For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.
4. Stop Transfer Instructions. Each Investor agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of the Lock-Up Securities except in compliance with this Agreement. The Company shall provide written notice to the Transfer Agent of the restrictions set forth herein and shall instruct the Transfer Agent to decline to transfer any Lock-Up Securities except in accordance with the terms of this Agreement. Upon the expiration of the Lock-Up Period, the Company shall promptly instruct the Transfer Agent to remove any stop transfer instructions with respect to the Lock-Up Securities, and shall take all actions reasonably necessary to permit the Transfer of such Lock-Up Securities in accordance with applicable law.
5. Representations and Warranties of Each Investor. Each Investor hereby represents and warrants that such Investor has the power and authority to execute, deliver and perform this Agreement, that such Investor has received adequate consideration therefor, and that such Investor will benefit from the consummation of the transactions contemplated by the Purchase Agreement.
2
6. Specific Performance. Each Investor acknowledges that the execution, delivery and performance of this Agreement is a material inducement to the Company and each other Investor to consummate the transactions contemplated by the Purchase Agreement, and that the Company and each Investor shall be entitled to specific performance of such Investor’s obligations hereunder. The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that the parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches or threatened breaches of this Agreement, without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled at law or in equity.
7. Termination. This Agreement shall automatically terminate and be of no further force or effect upon the earlier of (a) the expiration of the Lock-Up Period (i.e., May 16, 2026) and (b) the termination of the Purchase Agreement prior to any Closing in accordance with its terms.
8. Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement shall be governed by and construed in accordance with the governing law, jurisdiction, venue and jury trial waiver provisions set forth in Section 5.1 of the Purchase Agreement, which provisions are incorporated herein by reference, mutatis mutandis, as if set forth in full herein.
9. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be delivered in accordance with Section 5.4 of the Purchase Agreement to the respective parties at the addresses set forth on the signature pages hereto (or at such other addresses as shall be specified by notice given in accordance with Section 5.4 of the Purchase Agreement).
10. Amendments; Waivers. This Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the Requisite Holders (as defined in the Purchase Agreement). No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
11. Successors and Assigns. This Agreement shall be binding on the successors and assigns of each Investor with respect to the Lock-Up Securities, and any such successor or assign shall enter into a similar agreement for the benefit of the Company and the other Investors.
12. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
13. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.
14. Entire Agreement. This Agreement amends and restates the Original Lock-Up Agreement in its entirety, and from and after the date hereof, the Original Lock-Up Agreement shall be of no further force or effect. This Agreement, together with the Purchase Agreement and the other Transaction Documents, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect thereto.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Lock-Up Agreement to be duly executed by their respective authorized signatories as of the date first written above.
FIREFLY NEUROSCIENCE, INC.
| By: | ||
| Name: | Greg Lipschitz | |
| Title: | Chief Executive Officer | |
INVESTOR:
| Print Name Above | |
| Sign Above |
If signer is an entity, specify name and title of authorized signer below:
| Name: | ||
| Title: |
4