Firefly Neuroscience Sells 1.5M Units At $1.50/Unit To Raise $2.25M; Gives Option For Investors To Buy Up To 13.5M Units And Expand Deal To $20.25M

Entry into a Material Definitive Agreement.

On March 8, 2026,  Firefly Neuroscience, Inc., a Delaware corporation (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors (each an "Investor" and, collectively the "Investors"), pursuant to which the Company agreed to issue and sell up to 13,500,000 of units (each a "Unit" and, collectively the "Units"), at a purchase price of $1.50 per Unit. Pursuant to the Purchase Agreement, (i) the Investors agreed to purchase Units for an aggregate purchase price of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) (the "Initial Investment") at an initial closing (the "Initial Closing"), and (ii) the Investors have the right, but not the obligation, to purchase in the aggregate, up to Eighteen Million Dollars ($18,000,000) of Units (the "Additional Investment") in one or more subsequent closings (each, an "Additional Closing" and, together with the Initial Closing, each a "Closing") in respect of one or more Additional Investments, within thirty (30) days following the Initial Closing Date (as defined in the Purchase Agreement). Each Unit consists of (i) either (A) one share (each a Share and, collectively, the Shares) of common stock, par value $0.0001 per share (the "Common Stock"), or (B) a prefunded warrant to purchase one share of Common Stock (the "Pre-Funded Warrant") at a nominal exercise price of $0.0001 per share, to the extent that acquiring the shares of Common Stock instead of the Pre-Funded Warrants would have caused the Investors to own in excess of 4.99% or 9.99%, as applicable to each such Investor, of the outstanding Common Stock on a post-issuance basis; (ii) one common stock purchase warrant (the "150% Warrant"") to purchase one share of Common Stock over five (5) years at an exercise price of $1.88 per share; (iii) one common stock purchase warrant (the "200% Warrant", together with the Pre-Funded Warrants and 150% Warrants, the "Warrants") to purchase one share of Common Stock over five (5) years at an exercise price of $2.50 per share; and (iv) the issuance of the Common Stock upon the exercise of the Warrants (collectively, the "Warrant Shares"). The Warrants include a beneficial ownership limitation, which provides that the Company shall not effect any exercise, and a holder shall not have the right to exercise any portion of the Warrants, to the extent that, after giving effect to such exercise, the holder (together with the holder's affiliates) would beneficially own more than 4.99% or 9.99, as applicable to each such Investor, of the outstanding shares of Common Stock immediately after the issuance of the Common Stock issuable upon exercise. On March 12, 2026, the Initial Closing under the Purchase Agreement occurred, and the Company issued 1,500,000 Units to the Investors at a total purchase price of $2,250,000.

The offering was effected at the Nasdaq Minimum Price and structured in a manner to comply with Nasdaq Listing Rule 5635(d) without requiring stockholder approval.

The offer and sale of securities described above pursuant to the Purchase Agreement was 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 of 1933, as amended (the "Securities Act") and/or Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering.