Firefly Neuroscience, Inc. Announces \$2.25 Million Private Placement with Potential for Significant Additional Investment

Key Points for Investors:

• Private Placement Announced: Firefly Neuroscience, Inc. has entered into a securities purchase agreement with accredited investors, raising an initial \$2.25 million through the sale of up to 13.5 million units at \$1.50 per unit.
• Significant Upside Potential: The agreement provides the investors with the right, but not the obligation, to invest up to an additional \$18 million in subsequent closings, which could signal strong future capital inflow depending on investor confidence and company milestones.
• Nasdaq Compliance: The offering was structured to comply with Nasdaq Listing Rule 5635(d), avoiding the need for shareholder approval, and was priced at the Nasdaq Minimum Price.
• Warrants Structure: Each unit consists of common stock and a series of warrants (Pre-funded Warrant, 150% Warrant, and 200% Warrant), potentially leading to further equity dilution if exercised.
• Registration Commitment: Firefly Neuroscience has committed to file a registration statement covering the resale of shares and warrant shares issued to investors, increasing liquidity and potential trading activity.
• Exemption from Registration: The offering is conducted as a private placement under Section 4(a)(2) and/or Rule 506(b) of Regulation D, limited to accredited investors and exempt from full SEC registration.

Details of the Transaction

On March 8, 2026, Firefly Neuroscience, Inc., a Delaware corporation listed on Nasdaq under the symbol AIFF, executed a securities purchase agreement with a group of accredited investors. Under the agreement, Firefly committed to issue and sell up to 13,500,000 units at a price of \$1.50 per unit, resulting in an initial capital raise of \$2.25 million. The transaction was completed at the Nasdaq Minimum Price and structured in compliance with Nasdaq Listing Rule 5635(d), which allows for the sale of more than 20% of the company’s outstanding shares without shareholder approval, provided the offering price meets Nasdaq’s minimum requirements.

In addition to the initial investment, the agreement grants the investors the right (but not the obligation) to invest up to an additional \$18 million in one or more subsequent closings. The terms of these closings are not fixed and will be subject to future negotiations and company milestones. This potential influx of capital could provide significant balance sheet strength and operational runway for Firefly Neuroscience.

Each unit sold consists of one share of common stock (par value \$0.0001 per share) and a combination of warrants:

• Pre-Funded Common Stock Purchase Warrant
• 150% Common Stock Purchase Warrant
• 200% Common Stock Purchase Warrant

These warrants provide additional upside to investors but could lead to further equity dilution if exercised. The company has agreed to file a registration statement with the SEC to cover the resale of shares and warrant shares issued in the transaction, enhancing investor liquidity and transparency.

Shareholder Considerations and Price Sensitive Information

• POTENTIAL DILUTION: The sale of up to 13.5 million new units and additional shares underlying the warrants may significantly dilute existing shareholders if and when the warrants are exercised.
• CAPITAL INFUSION: The aggregate capital raise (initial and potential additional investments) could total up to \$20.25 million, materially strengthening the company’s balance sheet and funding capacity for growth, acquisitions, or operational improvements.
• INCREASED LIQUIDITY: The company’s commitment to register the resale of issued shares and warrants on Form S-1 (or other appropriate registration statement) means these securities could become freely tradable, potentially increasing trading volumes and volatility.
• NO SHAREHOLDER VOTE NEEDED: By pricing at the Nasdaq Minimum Price and complying with Listing Rule 5635(d), the transaction avoids a shareholder vote, expediting capital access but removing a level of shareholder governance over the deal.
• EXCLUSIVE TO ACCREDITED INVESTORS: The private placement is only available to accredited investors, limiting initial access but signaling confidence from sophisticated market participants.

Regulatory and Legal Aspects

• The securities sold in this offering have not been registered under the Securities Act or any state securities laws. They are offered under exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D.
• Investors are required to confirm their accredited status, and the company is required to file registration statements to allow for the resale of the underlying securities in public markets.
• This transaction could be material for Firefly Neuroscience, as it directly affects the company’s capital structure, liquidity, and potential strategic direction.

Exhibits and Supporting Documents

The company has provided forms of the Pre-Funded Common Stock Purchase Warrant, 150% Common Stock Purchase Warrant, and 200% Common Stock Purchase Warrant, as well as the full Securities Purchase Agreement and Lock-Up Agreement as exhibits to its SEC filing. Investors and analysts are encouraged to review these for detailed terms, exercise prices, anti-dilution protections, and other specifics.

Conclusion

This capital raise is a significant development for Firefly Neuroscience, providing immediate funding and the potential for substantial additional investment. While this strengthens the company’s financial position, it also introduces material dilution risk for existing shareholders and could increase volatility as new shares and warrants come to market. The company’s ability to attract additional capital and execute on its stated business strategy will be key factors for investors to monitor.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should perform their own due diligence and consult with financial professionals before making any investment decisions. The information in this article is based on filings and documents provided by Firefly Neuroscience, Inc. and may be subject to change or clarification by the company or regulatory authorities.

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