Firefly Neuroscience Inc 美股招股说明书（2026年2月3日版）

PROSPECTUS SUPPLEMENT(To Prospectus datedDecember 5, 2025) Firefly Neuroscience, Inc. We have entered into an At the Market Offering Agreement (the “ATM Agreement”) with Konik Capital Partners, LLC, a division ofT.R. Winston and Company, LLC (“KCP” or the “Sales Agent”), dated February 3, 2026, relating to the sale of shares of our commonstock, par value $0.0001 per share (“Common Stock”), offered by this prospectus supplement and the accompanying prospectus. Inaccordance with the terms of the ATM Agreement, under this prospectus supplement we may offer and sell shares of our Common Our shares of Common Stock are listed on the Nasdaq Capital Market under the symbol “AIFF”. On February 2, 2026, the lastreported sale price of our Common Stock on the Nasdaq Capital Market was $0.86 per share. Sales of shares of our Common Stock, if any, made through the Sales Agent, or directly to the Sales Agent, as principal, ascontemplated in this prospectus supplement and the accompanying prospectus, may be made via negotiated transactions ortransactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933,as amended, or the Securities Act. The Sales Agent is not required to sell any specific amount of shares of Common Stock, but will act The compensation to the Sales Agent for sales of Common Stock sold pursuant to the ATM Agreement will be an amount equal to 2%of the gross proceeds of any shares of Common Stock sold under the ATM Agreement. In connection with the sale of the CommonStock on our behalf, the Sales Agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and thecompensation of the Sales Agent may be deemed to be underwriting commissions or discounts. See “Plan of Distribution” beginningon page S-9for additional information regarding the compensation to be paid to the Sales Agent. We have also agreed to provide Under the terms of the ATM Agreement, we also may sell our Common Stock to the Sales Agent, as principal for its own account, at aprice agreed upon at the time of sale. If we sell our Common Stock to the Sales Agent, as principal, we will enter into a separateagreement with the Sales Agent, setting forth the terms of such transaction, and we will describe the agreement in a separate As of the date of this prospectus supplement, the aggregate market value of our Common Stock held by non-affiliates, or our publicfloat, was approximately $22,302,798 based on a total number of 14,214,082 shares of Common Stock outstanding, of which1,396,382 shares of Common Stock were held by non-affiliates, at a price of $1.74 per share, the closing sales price of our CommonStock on December 9, 2025, which is the highest closing price of our Common Stock on the Nasdaq within the prior 60 days. We havenot sold any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends on andincludes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we are currently We are a “smaller reporting company” under federal securities laws and as such, have elected to comply with reduced public companyreporting requirements for this prospectus supplement, the accompanying prospectus, and the documents incorporated by referenceherein and may elect to comply with reduced public company reporting requirements in future filings. See “Prospectus Supplement Investing in our securities is highly speculative and involves a high degree of risk.See “Risk Factors” beginning on page S-4 ofthis prospectus supplement and as described in certain of the documents we may incorporate by reference herein, for a NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR PROVINCIAL SECURITIESCOMMISSIONHAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THISPROSPECTUS IS TRUTHFUL OR COMPLETE.ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL Konik Capital Partnersa division of T.R. Winston and Co.The date of this prospectus supplement is February 3, 2026. Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus form a part of a registration statement on Form S-3 (File No. 333-291916), which was declared effective on December 5, 2025, that we have filed with the Securities and Exchange Commission (the“SEC”) utilizing a “shelf” registration process. By using a shelf registration statement, we may offer and sell shares of our Common We provide information to you about this offering of our Common Stock in two separate documents that are bound together: (1) thisprospectus supplement, which describes the specific details regarding this offering; and (2) the accompanying base prospectus, whichprovides general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus supplement,”we are referring to both documents combined. If information