0001437749-25-022955 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 18th, 2025 • Firefly Neuroscience, Inc. • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2025, between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). Subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and/or Rule 506 promulgated thereunder, the Company desires to issue and sell to each Investor, and each Investor, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
Share Issuance and Release of Liability AgreementShare Issuance and Release of Liability Agreement • July 18th, 2025 • Firefly Neuroscience, Inc. • Services-prepackaged software • Delaware
Date: |_|_|_|_|_|_|_|_| Issuer's Name: Firefly Neurosciences Inc. Attention: Greg Lipschitz Dear Sir:Finder's Fee Agreement • July 18th, 2025 • Firefly Neuroscience, Inc. • Services-prepackaged software
This letter will confirm our various discussions, and, when executed, will constitute a legally binding agreement for the payment by Firefly Neurosciences Inc. (the "Issuer") to Research Capital Corporation. (''RCC") of a finder's fee respecting the debt or equity financings in which the Investor or Investors listed in our registration instructions prior to closing (collectively referred to as the "lnvestor(s)") or any of its clients or associates participate in (collectively, the "Financing(s)") until the closing date of thisfinancing.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • July 18th, 2025 • Firefly Neuroscience, Inc. • Services-prepackaged software • New York
This Separation Agreement and Release (this “Agreement”) is made by and between Jason Dubraski (“Employee”) and Firefly Neuroscience, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
CONSULTING AGREEMENTConsulting Agreement • July 18th, 2025 • Firefly Neuroscience, Inc. • Services-prepackaged software • Delaware
WHEREAS the Corporation requires certain consulting services as hereinafter set forth and the Consultant has agreed to provide such consulting services on and subject to the terms and conditions hereinafter contained;
COMMON STOCK PURCHASE WARRANT FIREFLY NEUROSCIENCE, INC.Broker's Warrant • July 18th, 2025 • Firefly Neuroscience, Inc. • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, pursuant to that certain Finder’s Fee Agreement (the “Finder’s Fee Agreement”), dated February 3, 2025, by and between Firefly Neuroscience, Inc., a Delaware corporation (the “Company”) and Research Capital Corp. (“Research”), Research (in such capacity with its permitted successors or assigns, the “Holder”), as the registered owner of this Warrant, is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 10, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from the Company, up to 20,833 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).