Form 8-K

8-K — FIREFLY NEUROSCIENCE, INC.

Accession: 0001213900-26-086720

Filed: 2026-08-07

Period: 2026-08-05

CIK: 0000803578

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0300943-8k_firefly.htm (Primary)

EX-3.1 — AMENDMENT NO. 2 OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIREFLY NEUROSCIENCE, INC., AS AMENDED (ea030094301ex3-1.htm)

EX-10.1 — AMENDMENT NO. 2 TO THE FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN (ea030094301ex10-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 5, 2026

FIREFLY NEUROSCIENCE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41092

54-1167364

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1100 Military Road, Kenmore, NY

14217

(Address of principal executive offices)

(Zip Code)

(888) 237-6412

(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

Common Stock, par value $0.0001 per share

AIFF

The Nasdaq Capital Market

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

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)

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

EX-3.1 — AMENDMENT NO. 2 OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIREFLY NEUROSCIENCE, INC., AS AMENDED

EX-3.1

Filename: ea030094301ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT NO.2

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION, AS AMENDED,

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.

* * * * *

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

EX-10.1 — AMENDMENT NO. 2 TO THE FIREFLY NEUROSCIENCE, INC. 2024 LONG-TERM INCENTIVE PLAN

EX-10.1

Filename: ea030094301ex10-1.htm · Sequence: 3

Exhibit 10.1

AMENDMENT NO. 2

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

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