Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On December 16, 2025, Firefly Neuroscience, Inc., a Delaware corporation (the "Company"), entered into a Warrants Cancellation and Exchange Agreement, dated as of December 16, 2025 (the "Warrant Exchange Agreement") between the Company and each of certain investors (collectively, the "Warrant Investors"). The Warrant Exchange Agreement provides for (i) the surrender and cancellation of certain outstanding warrants previously issued to the Warrant Investors on June 16, 2025 (the "June 2025 Warrants") pursuant to the Securities Purchase Agreement dated June 16, 2025, by and between the Company and the Warrant Investors (the "June 2025 Securities Purchase Agreement"), and (ii) the exchange of the June 2025 Warrants for the new warrants (the "New 2025 Warrants") to purchase the Company's common stock, par value $0.0001 per share ("Common Stock"), pursuant to Section 3(a)(9) under the Securities Act of 1933, as amended (the "Securities Act").

The June 2025 Warrants that were surrendered and exchanged under the Warrant Exchange Agreement consisted of warrants to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of $3.50 per share and warrants to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of $4.00 per share. In exchange for the June 2025 Warrants, the Company agreed to issue to the Warrant Investors the New 2025 Warrants to purchase 800,000 Common Stock at an exercise price of $0.50 per share. Each of the New 2025 Warrants is exercisable for the same number of Common Stock as the respective June 2025 Warrants. The Warrant Holders agreed to exercise, within ten (10) business days after the Exercise Date (as defined in the New 2025 Warrants), such number of New 2025 Warrants to the maximum extent then permitted by the Beneficial Ownership Limitation (as defined in the New 2025 Warrants) set forth in Section 2(e) of the New 2025 Warrants, and to exercise any remaining New 2025 Warrants from time to time thereafter as and when permitted by the Beneficial Ownership Limitation (as such limitation may be increased or decreased in accordance with the terms of the New 2025 Warrants), until the New 2025 Warrants have been exercised in full.

If all of the New 2025 Warrants were exercised, the Company would receive aggregate gross proceeds of approximately $400,000. The Company intends to use such proceeds, if and when received, for working capital and general corporate purposes.

Prior to the entry into the Warrant Exchange Agreement and the June 2025 Securities Purchase Agreement, there were no material relationships between the Company or any of the Company's affiliates, including any director or officer of the Company, or any associate of any director or officer of the Company, and the Warrant Investors.

The foregoing descriptions of the Warrant Exchange Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are furnished as Exhibit 4.1 and Exhibit 10.1 to this Report on Form 8-K.

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 of securities to the Warrant Investors pursuant to the Warrant Exchange Agreement and sale of restricted common stock pursuant to the exercise of the New 2025 Warrants in accordance with the terms of the Warrant Exchange Agreement is being conducted as a private placement pursuant to and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering and the exchange of the June 2025 Warrants for the New 2025 Warrants is being conducted in reliance on Section 3(a)(9) of the Securities Act.