AIFF · Firefly Neuroscience, Inc.

Firefly Neuroscience secured a material financing commitment through a securities purchase agreement dated May 6, 2026, authorizing the issuance of up to 666,667 units to an accredited investor for $1.5 million per unit, targeting $1 million in gross proceeds. Each unit bundles one share of $0.0001 par value common stock with two five-year warrants: a 150% warrant exercisable at $1.88 per share and a 200% warrant at $2.50 per share. These warrants incorporate beneficial ownership blockers at 4.99% or 9.99% and cannot be exercised until shareholders approve the underlying share issuance, which the company must pursue with commercially reasonable efforts within 90 days via proxy statement and meetings, with board recommendation in favor. The deal advances via an S-1 registration for resale of shares and warrant shares, due by May 21, 2026, with effectiveness as a closing prerequisite alongside approval. Closing occurs remotely within five days post-approval if stock trades above $1.50 on Nasdaq Capital Market, else investor termination rights apply within two trading days. Conducted as a Rule 506 Regulation D private placement, this provides non-dilutive capital initially but signals potential 2 million-share overhang post-approval, critical for investors tracking dilution risk and near-term shareholder vote dynamics.