Form 8-K
8-K — FIREFLY NEUROSCIENCE, INC.
Accession: 0001213900-26-046627
Filed: 2026-04-22
Period: 2026-04-16
CIK: 0000803578
SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Financial Statements and Exhibits
Documents
8-K — ea0287177-8k_firefly.htm (Primary)
EX-10.1 — FORM OF AMENDED AND RESTATED LOCK-UP AGREEMENT BETWEEN FIREFLY NEUROSCIENCE, INC. AND THE INVESTORS, DATED APRIL 16, 2026 (ea028717701ex10-1.htm)
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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):
April 16, 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 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
EX-10.1 — FORM OF AMENDED AND RESTATED LOCK-UP AGREEMENT BETWEEN FIREFLY NEUROSCIENCE, INC. AND THE INVESTORS, DATED APRIL 16, 2026
EX-10.1
Filename: ea028717701ex10-1.htm · Sequence: 2
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
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