AIFF · Firefly Neuroscience, Inc.

This 8-K reports a material follow-on financing event that significantly advances Firefly Neuroscience’s capital raise under its March 8, 2026 Securities Purchase Agreement. The $8.0 million Additional Closing — representing nearly half of the $18.0 million aggregate commitment — provides near-term liquidity while reinforcing investor confidence through continued participation. Critically, the Amended and Restated Lock-Up Agreement extends transfer restrictions on all underlying securities (Shares, multiple Warrant types, and Warrant Shares) for 30 days, mitigating near-term overhang risk from potential secondary sales and supporting price stability ahead of anticipated registration. The extension of the Registration Statement filing deadline to May 21, 2026 — coupled with the SEC effectiveness timelines (45/90 days depending on review status) — signals ongoing coordination with investors to ensure timely public resale eligibility, a key factor for private placement participants. Because the offering was conducted under Rule 506(b), no general solicitation occurred, and the Additional Investor’s accredited status was confirmed via representation — preserving the exemption’s integrity. For investors, this event confirms execution against the prior financing framework, introduces defined near-term supply constraints, and sets clear milestones for registration progress, all without dilution beyond the committed structure or deviation from previously disclosed terms.