NASDAQ
7 days, 9 hours ago 
AIFF
Firefly Neuroscience, INC
8-K: Firefly Neuroscience Appoints David DeCaprio as President and COO, Announces Equity Grants and Settlement Agreements
Firefly Neuroscience appoints David DeCaprio as President and COO, grants equity awards to executives, and settles disputes with investors and a former employee.
NASDAQ
9 days, 5 hours ago 
AIFF
Firefly Neuroscience, INC
Form 4: Firefly Neuroscience CEO Granted Restricted Stock Units
Gregory Lipschitz, CEO of Firefly Neuroscience, was granted 197,963 restricted stock units as part of the company's 2024 Long-Term Incentive Plan.
NASDAQ
9 days, 5 hours ago 
AIFF
Firefly Neuroscience, INC
Form 4: Firefly Neuroscience President and COO, David DeCaprio, Awarded Restricted Stock Units
David DeCaprio, President and COO of Firefly Neuroscience, was granted 131,976 restricted stock units (RSUs) as part of the company's 2024 Long-Term Incentive Plan.
NASDAQ
28 days, 18 hours ago 
AIFF
Firefly Neuroscience, INC
10-K: Firefly Neuroscience's 10-K Filing Reveals AI-Driven Brain Health Strategy Amidst Liquidity Concerns
Firefly Neuroscience's latest 10-K filing highlights its focus on AI-driven neuroscientific solutions and commercial launch of the BNA Platform, while also acknowledging substantial doubt about its ability to continue as a going concern.
Worse than expected
 
Capital raise
 
NASDAQ
30 days, 8 hours ago 
AIFF
Firefly Neuroscience, INC
8-K: Firefly Neuroscience Appoints Greg Lipschitz as CEO, Announces Employment Agreement
Firefly Neuroscience appoints Greg Lipschitz as CEO, outlining a three-year employment agreement with a $300,000 base salary, bonus potential, and stock options.
NASDAQ
50 days, 6 hours ago 
AIFF
Firefly Neuroscience, INC
Form 4: Firefly Neuroscience Chairman Granted Deferred Stock Units
Arun Swarup Menawat, Chairman of Firefly Neuroscience, received 16,667 Deferred Stock Units (DSUs) under the company's 2024 Long-Term Incentive Plan.
NASDAQ
50 days, 6 hours ago 
AIFF
Firefly Neuroscience, INC
Form 4: Firefly Neuroscience Director Brian Posner Acquires Deferred Stock Units
Brian Posner, a director at Firefly Neuroscience, was granted 16,667 Deferred Stock Units (DSUs) under the company's 2024 Long-Term Incentive Plan.
NASDAQ
50 days, 6 hours ago 
AIFF
Firefly Neuroscience, INC
Form 4: Firefly Neuroscience Director DeCaprio Acquires Deferred Stock Units
David DeCaprio, a director at Firefly Neuroscience, was granted 16,667 Deferred Stock Units (DSUs) under the company's 2024 Long-Term Incentive Plan.
NASDAQ
50 days, 6 hours ago 
AIFF
Firefly Neuroscience, INC
Form 4: Firefly Neuroscience CFO Granted Stock Options and Restricted Stock Units
Paul Krzywicki, CFO of Firefly Neuroscience, received 10,000 restricted stock units and an option to purchase 15,000 shares on March 10, 2025.
NASDAQ
50 days, 6 hours ago 
AIFF
Firefly Neuroscience, INC
Form 4: Firefly Neuroscience Director Vnook Receives Deferred Stock Units
Stella Vnook, a director at Firefly Neuroscience, was granted 16,667 Deferred Stock Units (DSUs) under the company's 2024 Long-Term Incentive Plan.
NASDAQ
50 days, 8 hours ago 
AIFF
Firefly Neuroscience, INC
8-K: Firefly Neuroscience Announces Executive Chairman Resignation and Board Changes
Greg Lipschitz resigns as Executive Chairman of Firefly Neuroscience, with Arun Menawat appointed as the new Chairman, effective immediately.
NASDAQ
76 days, 7 hours ago 
AIFF
Firefly Neuroscience, INC
8-K: Firefly Neuroscience Stockholders Approve Issuance of Common Stock for Nasdaq Compliance
Firefly Neuroscience stockholders approved proposals related to the issuance of common stock to comply with Nasdaq listing rules at a special meeting held on February 14, 2025.
Capital raise
 
NASDAQ
83 days, 7 hours ago 
AIFF
Firefly Neuroscience, INC
S-1: Firefly Neuroscience Files for Resale of Up to 4.5 Million Shares Following Merger and New Financing
Firefly Neuroscience is registering for resale up to 4.5 million shares of its common stock, including shares issuable upon conversion of a convertible note, exercise of warrants, and potential sales under an equity line of credit agreement.
Capital raise
 
NASDAQ
92 days, 17 hours ago 
AIFF
Firefly Neuroscience, INC
S-1/A: Firefly Neuroscience Files Amendment No. 3 to Form S-1 Registration Statement
Firefly Neuroscience, Inc. files an amendment to its registration statement, detailing the offering of over 2.5 million shares of common stock and underlying warrants.
Capital raise
 
NASDAQ
100 days, 14 hours ago 
AIFF
Firefly Neuroscience, INC
DEF: Firefly Neuroscience Seeks Shareholder Approval for Equity Issuances to Secure Funding
Firefly Neuroscience is requesting shareholder approval to issue more than 20% of its common stock to two entities, Helena Special Opportunities LLC and Arena Business Solutions Global SPC II, Ltd, to comply with Nasdaq listing rules and secure necessary financing.
Capital raise
 
NASDAQ
108 days, 7 hours ago 
AIFF
Firefly Neuroscience, INC
S-1/A: Firefly Neuroscience Files Amendment No. 2 to Form S-1 Registration Statement
Firefly Neuroscience is registering for resale 2,559,645 shares of common stock by selling securityholders, including shares from private placements, warrant exercises, and conversions.
NASDAQ
115 days, 7 hours ago 
AIFF
Firefly Neuroscience, INC
8-K: Firefly Neuroscience Announces Leadership Change: CEO Resigns from Board and is Replaced as CEO
Firefly Neuroscience's CEO, Jon Olsen, resigned from the board and was subsequently removed from his CEO position, with Greg Lipschitz appointed as Interim CEO.
NASDAQ
125 days, 7 hours ago 
AIFF
Firefly Neuroscience, INC
8-K: Firefly Neuroscience Holds Annual Meeting, Elects Directors and Ratifies Auditor
Firefly Neuroscience successfully held its annual meeting, electing three Class I directors, ratifying its auditor, and approving executive compensation on an advisory basis.
NASDAQ
129 days, 7 hours ago 
AIFF
Firefly Neuroscience, INC
8-K: Firefly Neuroscience Secures $2.4 Million Convertible Note and $10 Million Equity Line of Credit
Firefly Neuroscience has entered into agreements for a $2.4 million convertible note and a $10 million equity line of credit, alongside issuing warrants and registering shares for resale.
Capital raise
 
NASDAQ
146 days, 6 hours ago 
AIFF
Firefly Neuroscience, INC
DEF 14A: Firefly Neuroscience Sets Date for 2024 Annual Stockholder Meeting, Outlines Key Proposals
Firefly Neuroscience will hold its 2024 annual meeting of stockholders virtually on December 27, 2024, to vote on the election of directors, ratification of auditors, and executive compensation matters.
AIFF 
Firefly Neuroscience, INC 
NASDAQ

DEF: Firefly Neuroscience Seeks Shareholder Approval for Equity Issuances to Secure Funding

Sentiment:
 Proxy Statement
 21 January 2025 9:10 AM

Firefly Neuroscience is requesting shareholder approval to issue more than 20% of its common stock to two entities, Helena Special Opportunities LLC and Arena Business Solutions Global SPC II, Ltd, to comply with Nasdaq listing rules and secure necessary financing.

Capital raise
  The company is seeking approval to issue more than 20% of its common stock to Helena Special Opportunities LLC, including upon conversion of a convertible note and exercise of a warrant.  The company is also seeking approval to issue more than 20% of its common stock to Arena Business Solutions Global SPC II, Ltd, under a Purchase Agreement.  The company entered into a Securities Purchase Agreement with Helena for a convertible promissory note of $2,400,000, including a $360,000 original issue discount, and a warrant to purchase 800,000 shares at $4.00 per share.  The company also entered into a Purchase Agreement with Arena for an equity line of credit of up to $10,000,000, with a commitment fee of $300,000. 

Summary
  • Firefly Neuroscience is holding a special meeting on February 14, 2025, to seek shareholder approval for two proposed equity issuances.
  • The first proposal involves issuing more than 20% of the company's common stock to Helena Special Opportunities LLC, including upon conversion of a convertible note and exercise of a warrant, as part of a Securities Purchase Agreement dated December 20, 2024.
  • The second proposal seeks approval to issue more than 20% of the company's common stock to Arena Business Solutions Global SPC II, Ltd, under a Purchase Agreement also dated December 20, 2024.
  • These issuances are necessary to comply with Nasdaq Listing Rule 5635(d), which requires shareholder approval for transactions involving the issuance of 20% or more of a company's outstanding common stock at a price below the market average.
  • The company entered into a Securities Purchase Agreement with Helena for a convertible promissory note of $2,400,000, including a $360,000 original issue discount, and a warrant to purchase 800,000 shares at $4.00 per share.
  • The initial conversion price of the note is $3.00 per share, but it can adjust to 90% of the lowest daily VWAP if the company fails to secure $5,000,000 in financing within five months, with a floor price of $0.48.
  • The company also entered into a Purchase Agreement with Arena for an equity line of credit of up to $10,000,000, with a commitment fee of $300,000.
  • Under the Arena agreement, the purchase price for common stock will be 88% of the daily VWAP, and the company may not issue shares that would result in Arena owning more than 9.99% of the outstanding common stock.
  • The company is also seeking approval to adjourn the special meeting if necessary to solicit additional proxies.
Sentiment

Score: 6

Explanation: The document is a standard proxy statement, which is neutral in tone. The proposed transactions are necessary for the company's financing, but they also carry risks of dilution for existing shareholders. Therefore, the sentiment is moderately positive.

Highlights
  • Firefly Neuroscience is seeking shareholder approval to issue more than 20% of its common stock to Helena Special Opportunities LLC and Arena Business Solutions Global SPC II, Ltd.
  • The company entered into a Securities Purchase Agreement with Helena for a convertible promissory note of $2,400,000, including a $360,000 original issue discount, and a warrant to purchase 800,000 shares at $4.00 per share.
  • The initial conversion price of the note is $3.00 per share, but it can adjust to 90% of the lowest daily VWAP if the company fails to secure $5,000,000 in financing within five months, with a floor price of $0.48.
  • The company also entered into a Purchase Agreement with Arena for an equity line of credit of up to $10,000,000, with a commitment fee of $300,000.
  • Under the Arena agreement, the purchase price for common stock will be 88% of the daily VWAP, and the company may not issue shares that would result in Arena owning more than 9.99% of the outstanding common stock.
Positives
  • The proposed equity issuances could provide Firefly Neuroscience with necessary capital to fund operations.
  • The equity line of credit with Arena provides a reliable source of capital for working capital and general corporate purposes.
  • The company has the option to prepay the Helena note at any time after the issuance date, provided no Event of Default has occurred.
Negatives
  • Existing shareholders will experience dilution in their ownership interests upon the issuance of new shares.
  • The sale of new shares into the public market could negatively affect the market price of the company's common stock.
  • Failure to obtain shareholder approval for the proposed issuances could result in the company incurring substantial additional costs and expenses.
Risks
  • The conversion price of the Helena note could adjust to 90% of the lowest daily VWAP if the company fails to secure $5,000,000 in financing within five months, potentially leading to significant dilution.
  • The company's ability to successfully implement its research and development plans is dependent on its ability to maximize capital raising opportunities.
  • The company may need to seek alternative sources of financing if the proposed equity issuances are not approved, which may not be available on advantageous terms.
Future Outlook

The company's ability to preserve cash by repaying the Helena note through share issuances and to access capital through the Arena equity line of credit is contingent on shareholder approval of the proposed issuances.

Management Comments
  • The Board has determined that the Purchase Agreement and our ability to issue shares of our common stock pursuant to the equity line thereunder in excess of the Exchange Cap is in the best interests of the Company and its stockholders as the Purchase Agreement provides us with a reliable source of capital for working capital and general corporate purposes.
  • Our board of directors is not seeking the approval of our stockholders to authorize our entry into the Securities Purchase Agreement, as we already entered into the Securities Purchase Agreement on December 20, 2024.
  • We are only asking for approval to issue to Helena, pursuant to the Securities Purchase Agreement, more than 20% of our issued and outstanding common stock as of December 20, 2024 (the date we entered into the Securities Purchase Agreement), including upon the conversion of the Note and upon exercise of the Warrant.
Industry Context

The need for shareholder approval for equity issuances is a common requirement for companies listed on the Nasdaq Capital Market, reflecting the importance of protecting shareholder interests while allowing companies to raise capital.

Comparison to Industry Standards
  • The terms of the convertible note and equity line of credit are relatively standard for small-cap companies seeking financing.
  • The conversion price adjustments and floor price provisions are common features in convertible notes to protect investors from significant price declines.
  • The 88% of VWAP purchase price for the equity line of credit is a typical discount for such arrangements.
  • The 20% threshold for shareholder approval is a standard requirement under Nasdaq Listing Rule 5635(d), which is designed to prevent excessive dilution without shareholder consent.
  • Comparable companies in the biotech or neuroscience sector often utilize similar financing methods, including convertible notes and equity lines of credit, to fund their operations and research.
Stakeholder Impact
  • Shareholders will experience dilution in their ownership interests if the proposals are approved.
  • The company's ability to secure financing is dependent on shareholder approval.
  • Employees and other stakeholders may be affected by the company's financial stability.
Next Steps
  • Stockholders are urged to review the proxy statement and vote on the proposals.
  • The company will hold a special meeting on February 14, 2025, to vote on the proposals.
  • The company will file a Current Report on Form 8-K with the SEC to disclose the final voting results.
Key Dates
  • December 20, 2024: Date of the Securities Purchase Agreement with Helena Special Opportunities LLC and the Purchase Agreement with Arena Business Solutions Global SPC II, Ltd.
  • January 6, 2025: Record date for determining stockholders entitled to notice of, and to vote at, the Special Meeting.
  • January 21, 2025: Approximate date on which the proxy statement and notice are intended to be sent or made available to stockholders.
  • February 14, 2025: Date of the Special Meeting of Stockholders.
Keywords
equity issuance, shareholder approval, convertible note, warrant, equity line of credit, Nasdaq listing rule, dilution, financing, VWAP, common stock
AIFF 
Firefly Neuroscience, INC 
NASDAQ
Sector: TBD
 
Filings with Classifications
Worse than expected
3 April 2025 6:01 AM
Annual Report (Form 10-K)
  • The company's revenue decreased significantly compared to the previous year.
  • The company's operating expenses increased substantially.
  • The company's auditor expressed substantial doubt about its ability to continue as a going concern.
Capital raise
3 April 2025 6:01 AM
Annual Report (Form 10-K)
  • The company is actively pursuing additional capital through equity or debt financings.
  • The company entered into an ELOC Purchase Agreement with Arena, pursuant to which Arena has committed to purchase up to $10 million of the company's common stock.
  • The company completed a private placement of units for $547,737 on March 28, 2025.
Capital raise
14 February 2025 4:49 PM
8-K Filing
  • The document references the issuance of common stock pursuant to purchase agreements with Helena Special Opportunities LLC and Arena Business Solutions Global SPC II, Ltd.
  • The issuance includes the conversion of a convertible note and the exercise of a warrant issued to Helena.
Capital raise
7 February 2025 4:50 PM
S-1 Filing
  • The company may receive proceeds from the cash exercise of the December 2024 Warrant.
  • The company may receive up to US$10,000,000 in aggregate gross proceeds under the ELOC Purchase Agreement from sales of its Common Stock it may elect to make to Arena pursuant to the ELOC Purchase Agreement after the date of this prospectus.
Capital raise
29 January 2025 6:19 AM
Registration Statement Amendment
  • The company has entered into an equity line of credit agreement with Arena Business Solutions Global SPC II, Ltd, which allows the company to direct Arena to purchase up to $10,000,000 in shares of common stock.
  • The company has also issued a convertible promissory note to Helena Special Opportunities LLC in the principal amount of $2,400,000.
Capital raise
21 January 2025 9:10 AM
Proxy Statement
  • The company is seeking approval to issue more than 20% of its common stock to Helena Special Opportunities LLC, including upon conversion of a convertible note and exercise of a warrant.
  • The company is also seeking approval to issue more than 20% of its common stock to Arena Business Solutions Global SPC II, Ltd, under a Purchase Agreement.
  • The company entered into a Securities Purchase Agreement with Helena for a convertible promissory note of $2,400,000, including a $360,000 original issue discount, and a warrant to purchase 800,000 shares at $4.00 per share.
  • The company also entered into a Purchase Agreement with Arena for an equity line of credit of up to $10,000,000, with a commitment fee of $300,000.
Capital raise
23 December 2024 4:30 PM
Financing Announcement
  • The company has secured a $2.4 million convertible note from Helena Special Opportunities LLC.
  • The company has also entered into a $10 million equity line of credit agreement with Arena Business Solutions Global SPC II, Ltd.
Worse than expected
4 December 2024 6:16 AM
S-1/A Filing
  • The company has a negative stockholders equity of $2,776,000 as of September 30, 2024.
  • The company has incurred significant losses from operations.
  • The company's financial statement footnotes include disclosure regarding the substantial doubt about its ability to continue as a going concern.
Capital raise
4 December 2024 6:16 AM
S-1/A Filing
  • The company has raised approximately $3.5 million in a private placement.
  • The company has raised $3,039,000 in a Series C financing.
  • The company expects to receive proceeds from the exercise of warrants.
  • The company may need to raise additional capital in the future.
Capital raise
14 November 2024 5:26 PM
Quarterly Report
  • The company has been negotiating further funding with existing and new investors to raise additional capital.
  • The company completed a private placement transaction (the PIPE) on August 12, 2024, raising approximately $3.5 million.
  • The company issued 86,953 Series C Units and received aggregate gross proceeds of $1,070 during the nine months period ended September 30, 2024.
Worse than expected
14 November 2024 5:26 PM
Quarterly Report
  • The company's net loss increased significantly compared to the same periods in the previous year.
  • The company's revenue decreased significantly for the nine months ended September 30, 2024, compared to the same period in 2023.
  • The company's operating expenses increased substantially due to the merger and related costs.
Capital raise
27 September 2024 6:22 AM
S-1 Filing
  • The company may be unable to raise additional capital, which could harm its ability to compete.
  • The company expects to expend significant capital to launch its commercialization program for the BNA Platform, build its brand, and continue to improve its product offerings.
Worse than expected
27 September 2024 6:22 AM
S-1 Filing
  • The company is in the development stage with minimum revenues and has no operating history in the broad commercialization of medical devices or platforms for consumer use.
  • The financial statement footnotes include disclosure regarding the substantial doubt about the company's ability to continue as a going concern.
Capital raise
16 September 2024 9:11 AM
8-K/A Amendment
  • The company completed a private placement on August 12, 2024, raising approximately $3.5 million.
  • The company is negotiating further funding with existing and new investors to raise additional capital.
Worse than expected
16 September 2024 9:11 AM
8-K/A Amendment
  • The company's net loss of $2.603 million in 2023 and $3.904 million in 2022 is worse than expected.
  • The auditor's report expressing substantial doubt about the company's ability to continue as a going concern is worse than expected.
Capital raise
20 August 2024 6:01 AM
Corporate Governance Update
  • The Executive Chairman's performance bonus is directly tied to the success of a capital raise.
  • The document mentions a 'Successful Financing' as a condition for the performance bonus, indicating a potential capital raise is being planned.
Capital raise
19 August 2024 5:17 PM
Quarterly Report
  • The company is negotiating further funding with existing and new investors to raise additional capital.
  • On July 26, 2024, Firefly 2023 entered into a securities purchase agreement for a private placement of shares and warrants for gross proceeds of approximately $3.5 million.
  • The private placement closed on August 12, 2024, substantially contemporaneous with the consummation of the Merger.
Worse than expected
19 August 2024 5:17 PM
Quarterly Report
  • The company's operating loss increased compared to the same period last year, primarily due to the absence of a litigation settlement gain that occurred in the prior year.
  • The company's revenue decreased compared to the same period last year, indicating a decline in business activity.
  • The company's cash position is weak, and it is dependent on raising additional capital to continue operations.
Capital raise
14 August 2024 5:24 PM
8-K Filing
  • The company completed a private placement on August 12, 2024, raising approximately $3.5 million in gross proceeds.
  • The company issued 3,069,287 shares of common stock and pre-funded warrants to purchase up to 4,849,265 shares of common stock.
  • The company also issued warrants to purchase up to 7,918,552 shares of common stock in the private placement.
  • The company may need to raise additional capital in the future to support its operations.
Worse than expected
14 August 2024 5:24 PM
8-K Filing
  • The company's revenue was significantly lower than the previous year, indicating a decline in sales.
  • The company's net losses increased substantially compared to the previous year, indicating a worsening financial situation.
  • The company's operating expenses increased significantly, further contributing to the increased losses.
Better than expected
12 August 2024 4:50 PM
Merger Announcement
  • The merger provides Firefly with access to public markets and additional capital, which is better than the company's previous position.
Capital raise
12 August 2024 4:50 PM
Merger Announcement
  • A private placement offering with certain institutional investors of common stock (or common stock equivalents) and five-year common stock purchase warrants closed substantially contemporaneously with the merger.
  • The gross proceeds to the Company from the offering were approximately $3.5 million, before deducting offering expenses payable by the Company.
Capital raise
29 July 2024 9:22 AM
Merger Financing Announcement
  • The company is raising approximately $3.5 million through a private placement.
  • The private placement involves the issuance of common stock or pre-funded warrants and warrants to purchase common stock.
  • The purchase price is $0.442 per share and accompanying warrant, or $0.4419 per pre-funded warrant.
Delay expected
21 June 2024 6:13 AM
Merger Amendment
  • The merger deadline has been extended from the original date to July 15, 2024, with a possible further extension to August 15, 2024.
Capital raise
21 June 2024 6:13 AM
Merger Amendment
  • Parent anticipates issuing shares and warrants in consideration of funds the Company intends to raise to consummate the Merger.
  • The Company intends to raise funds to complete the merger.
Delay expected
13 June 2024 12:39 PM
Debt Agreement
  • The maturity date of the loan was extended from May 16, 2024, to July 16, 2024.
Worse than expected
22 May 2024 4:00 PM
8-K Filing
  • The resignation of an auditor is generally viewed negatively by the market.
  • The going concern qualification in previous audit reports indicates potential financial instability.
Worse than expected
14 May 2024 4:00 PM
Quarterly Report
  • The company's revenue decreased by 11.3% year-over-year, indicating a decline in business activity.
  • The company has a net working capital deficit and is facing potential liquidity issues.
  • The company's line of credit is expiring, and there is no guarantee of an extension.
Capital raise
14 May 2024 4:00 PM
Quarterly Report
  • The company may need to raise additional capital if the merger with Firefly does not close.
  • The company is considering raising capital through private placement, which could be highly dilutive.
Capital raise
20 March 2024 5:40 PM
Merger Announcement
  • The closing of the merger is contingent upon Firefly being listed on the Nasdaq Stock Market.
  • Nasdaq listing requires Firefly to raise additional capital.
Capital raise
20 March 2024 1:20 PM
Annual Results
  • The company needs to raise between $0.8 million and $1.1 million to complete the merger with Firefly Neuroscience, Inc.
  • The company intends to conduct a private placement to raise the required capital.
  • The funding of the private placement is contingent on the merger closing.
Worse than expected
20 March 2024 1:20 PM
Annual Results
  • The company's revenue declined significantly, indicating worse than expected performance.
  • The company's working capital is in deficit, indicating worse than expected financial health.
  • The company's need to raise additional capital to complete the merger indicates worse than expected financial stability.
Better than expected
8 March 2024 4:50 PM
Press Release
  • The BNA platform shows better than expected results in treatment adherence.
  • The BNA platform shows better than expected results in medication optimization.
  • The BNA platform shows better than expected results in antidepressant response rates.
  • The BNA platform shows better than expected results in reducing treatment resistance.
Better than expected
8 March 2024 4:50 PM
Press Release
  • The BNA platform demonstrated better than expected results in treatment adherence, medication management, and overall patient functioning.

Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.