FIREFLY NEUROSCIENCE, INC. 10-Q

Item 1A. Risk Factors “Item 1A. Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2023 includes a discussion of our risk factors. “Risk Factors” in our Form S-4/A filed on February 2, 2024 includes additional risk factors related to the Merger transaction. There is no assurance when or if the merger will be completed. If our pending merger agreement with Firefly Neuroscience, Inc. fails to close, we will likely be delisted from Nasdaq under its minimum stockholders’ equity requirements, which will affect the liquidity of our common stock. Additionally, we face working capital deficits that will force us to make fundamental decisions as to how to proceed with our business. We will consider all of our options, including, but not limited to, ceasing to be a reporting company (which would reduce our operating expenses significantly), raising capital through private placement (which could be highly dilutive), transferring to the OTC Market, seeking another merger partner (which may be difficult if we are delisted from Nasdaq), or selling our business to satisfy our liabilities and dissolving. To pursue any strategy under which we continue operations, we will need to significantly reduce our expense structure and raise capital. There have been no other material changes from the risk factors described in our annual report on Form 10-K for the year ended December 31, 2023. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures Not applicable