Form 8-K/A date of report 08-12-24 true 0000803578 0000803578 2024-08-12 2024-08-12

 

 

 

 

FORM 8-K/A
(Amendment No. 1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Registrant’s telephone number, including area code: 888-237-6412

 

 

 

 

 

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:

 

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Firefly Neuroscience, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on August 12, 2024 (the “Original 8-K”). The purpose of this Amendment is to include the report (the “Report”) of the Company’s independent registered public accounting firm, Turner Stone & Company, LLP, in the Audited Financial Statements of Firefly Neuroscience, Inc. for the year ended December 31, 2023, previously filed as Exhibit 99.1 to the Original 8-K, which such Report was inadvertently excluded from Exhibit 99.1 in the Original 8-K.

 

This Amendment additionally amends and restates the first paragraph in the section entitled “Private Placement” in the Original 8-K with the following:

 

“As previously reported, on July 26, 2024, Firefly entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which Firefly agreed to issue and sell (i) 3,069,287 shares (the “PIPE Shares”) of Firefly Common Stock, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 4,849,265 shares of Firefly Common Stock, and (iii) warrants (the “Warrants”) to purchase up to 7,918,552 shares of Firefly Common Stock in a private placement (the “Private Placement”). The purchase price of each PIPE Share and accompanying Warrant was $0.442 and the purchase price of each Pre-Funded Warrant and accompanying Warrant was $0.4419. The Private Placement closed on August 12, 2024, substantially contemporaneous with the consummation of the Merger. The aggregate gross proceeds from the transaction were approximately $3.5 million, before deducting estimated offering expenses payable by the Company.”

 

No other changes have been made to the Original Form 8-K.

 

 

 

 

 

 

 

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.