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Item 1. Financial Statements

2026-08-11 compared with 2026-05-13 · 186 added, 174 removed, 500 unchanged (42% of the section changed)

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CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF March 31, 2026 AND December 31, 2025

AS OF June 30, 2026 AND December 31, 2025

(IN THOUSANDS, EXCEPT SHARE DATA)

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Cash and cash equivalents

Accounts and other receivables

Accounts and other receivables, net

Prepaid expenses

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COMMITMENTS AND CONTINGENCIES (Note 12)

SHAREHOLDERS’ EQUITY (DEFICIT)

SHAREHOLDERS’ EQUITY

Preferred shares, $ 0.0001 par value:

1,000,000 shares authorized;

nil issued and outstanding at March 31, 2026 and December 31, 2025

nil issued and outstanding at June 30, 2026 and December 31, 2025

Common shares, $ 0.0001 par value:

5,000,000,000 shares authorized;

14,865,356 and 13,964,367 issued and outstanding at March 31, 2026 and December 31, 2025, respectively

15,683,601 and 13,964,367 issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

Accumulated deficit

TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)

TOTAL SHAREHOLDERS’ EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE three months ended March 31, 2026 and 2025

FOR THE three and six months ended June 30, 2026 and 2025

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Three Months Ended

Six Months Ended

COST OF GOODS SOLD

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS ’ EQUITY (DEFICIT)

March 31, 2026 and 2025

June 30, 2026 and 2025

(IN THOUSANDS, EXCEPT SHARE DATA)

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BALANCE AT MARCH 31, 2026

Private placement, net of issuance costs

Shares issued for debt

Shares issued for Evoke acquisition

Share-based compensation expense

Deemed dividend on warrant inducement

Deconsolidation of Subsidiary

BALANCE AT JUNE 30, 2026

BALANCE AT DECEMBER 31, 2024

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BALANCE AT MARCH 31, 2025

Private placement, net of issuance costs

Shares issued for debt

Shares issued for Evoke acquisition

Share-based compensation expense

Deemed dividend on warrant inducement

BALANCE AT JUNE 30, 2025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE three months ended March 31, 2026 and 2025

FOR THE six months ended June 30, 2026 and 2025

(IN THOUSANDS)

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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Loss on settlement of convertible promissory note

Loss on shares issued for debt

Drawdown in shares issued for prepaid services

Loss on shares issued for prepaid services

Shares issued for consulting services

Deconsolidation of subsidiary

Changes in operating assets and liabilities:

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CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of new business, net of cash acquired

Purchase of equipment

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Deemed dividend on warrant inducement

Shares issued for debt

Shares issued for Acquisition of new business

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BUSINESS DESCRIPTION

Firefly Neuroscience, Inc., a Delaware corporation, and its wholly owned subsidiaries Evoke Neuroscience, Inc., a Delaware corporation, Firefly Neuroscience 2023, Inc., a Delaware corporation, Firefly Neuroscience Ltd., an Israeli corporation, Elminda 2022 Inc., a Delaware corporation, Firefly Neurosciences Canada Inc., a Canadian corporation, and Elminda Canada Inc., a Canadian corporation (collectively, the “Company”), are engaged in the development, marketing and distribution of medical devices and technology allowing high resolution visualization and evaluation of the complex neuro-physiological interconnections of the human brain.

Firefly Neuroscience, Inc., a Delaware corporation, and its wholly owned subsidiaries Evoke Neuroscience, Inc., a Delaware corporation, Firefly Neuroscience 2023, Inc., a Delaware corporation, Firefly Neuroscience Ltd., an Israeli corporation, Elminda 2022 Inc., a Delaware corporation, and Firefly Neurosciences Canada Inc., a Canadian corporation, (collectively, the “Company”), are engaged in the development, marketing and distribution of medical devices and technology allowing high resolution visualization and evaluation of complex neuro-physiological interconnections of the human brain.

As of June 30, 2026 the Company closed Elminda Canada Inc.

The combined entity operates under the name Firefly Neuroscience, Inc., and on August 13, 2024, the Company began trading on the Nasdaq Capital Market (NASDAQ Ticker Symbol:

GOING CONCERN

As of March 31, 2026 , the Company had an accumulated deficit of $ 113,619 and negative cash flow from operating activities for the three months ended March 31, 2026 , of $ 1,948 .

As of June 30, 2026 , the Company had cash on hand of $ 9,226 , an accumulated deficit of $ 115,558 and negative cash flow from operating activities for the six months ended June 30, 2026 , of $ 3,698 .

Further, the Company has recurring losses with insufficient revenue from operations and expects to continue generating losses and using cash for operations.

The Company's cash requirements have been met through the sales of common stock, issuance of debt and warrant exercises.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Notwithstanding the Company's cash on hand as of June 30, 2026, the Company's recurring losses, negative cash flows from operating activities, and revenue that remains insufficient to cover operating costs raise substantial doubt about the Company's ability to continue as a going concern within one year after the date these financial statements are issued.

The Company expects to continue to require substantial additional capital beyond the near term to fund its operations, achieve profitability, and execute its business strategy.

Therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

Management of the Company has a reasonable expectation that the Company can continue raising additional capital to continue in operational existence for the foreseeable future.

During the three months ended March 31, 2026, the Company raised $ 2,386 in gross proceeds through the initial closing of a private placement of units and the exercise of warrants (see Note 13 - Equity).

Subsequent to March 31, 2026, the Company raised an additional $ 8,000 in gross proceeds through an additional closing of the same private placement and, on May 6, 2026, entered into a new securities purchase agreement for aggregate gross proceeds of up to $ 1,000 , in each case as described in Note 17 - Subsequent Events.

The Company's ability to raise additional funds will depend on, among other factors, financial, economic and market conditions, many of which are outside of our control and there can be no assurance that the Company will be able to obtain additional funding on satisfactory terms or at all.

Management has a reasonable expectation that it can continue raising additional capital to fund its operations for the foreseeable future.

During the six months ended June 30, 2026, the Company raised $ 10,277 in gross proceeds through the Initial Closing and Additional Closing of the March 2026 private placement of units and the exercise of warrants (see Note 13 — Equity).

In addition, on February 3, 2026, the Company entered into an At the Market Offering Agreement (the "ATM Agreement") with Konik Capital Partners, LLC, a division of T.R.

Winston and Company, LLC, under which the Company may offer and sell shares of common stock having an aggregate sales price of up to $7,434;

as of June 30, 2026, no shares had been sold under the ATM Agreement.

The Company's ability to raise additional funds, including under the ATM Agreement, will depend on, among other factors, financial, economic and market conditions and investor demand, many of which are outside of the Company's control, and there can be no assurance that the Company will be able to obtain additional funding on satisfactory terms, or at all.

Because critical elements of these plans are not within management's control, management does not consider them probable of being effectively implemented such that they would alleviate the substantial doubt described above.

Accordingly, management has concluded that substantial doubt about the Company's ability to continue as a going concern within one year after the date these financial statements are issued has not been alleviated.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The Company has not adopted this standard early and is currently evaluating the potential effect that the updated standard will have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025 - 11, "Interim Reporting (Topic 270 ):

Narrow-Scope Improvements," which clarifies the scope of the interim reporting guidance, reorganizes and consolidates the interim disclosure requirements within ASC 270 into a single location, and introduces a disclosure principle requiring entities to disclose events and changes that occur after the end of the most recent annual reporting period that have a material impact on the entity.

ASU 2025 - 11 does not add or remove any existing interim disclosure requirements.

The new guidance will be effective for the Company for interim reporting periods in fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company has not adopted this standard early and is currently evaluating the potential effect that the updated standard will have on its consolidated financial statements.

BUSINESS COMBINATION

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Significant assumptions included a discount rate of 3.5 % and an assumed income tax rate of 26.5 % as well as projected net sales derived from internal forecasts and a three -month revenue volatility rate of 1.6 %.

This contingent consideration of liability will be remeasured at fair value for each reporting period until the contingency is resolved, with changes in fair value recognized in operating expenses.

During the three months ended March 31, 2026 , the Company did not recognize a change in fair value of contingent consideration.

This contingent consideration liability will be remeasured at fair value for each reporting period until the contingency is resolved, with changes in fair value recognized in operating expenses.

During the six months ended June 30, 2026 , the Company did not recognize a change in fair value of contingent consideration.

Significant assumptions included a discount rate of 3.6 % and an assumed income tax rate of 26.5 % as well as projected net sales derived from internal forecasts and a three -month revenue volatility rate of 2.4 %.

The condensed consolidated financial statements of the Company include the results of operations of Evoke from April 30, 2025 to March 31, 2026 and do not include results of operations for periods prior to April 30, 2025.

The following table presents the unaudited pro forma condensed consolidated results of operations for the three months ended March 31, 2026 and 2025 as if the acquisition of Evoke occurred at the beginning of fiscal year 2025.

The condensed consolidated financial statements of the Company include the results of operations of Evoke from April 30, 2025 to June 30, 2026 and do not include results of operations for periods prior to April 30, 2025.

The following table presents the unaudited pro forma condensed consolidated results of operations for the three and six months ended June 30, 2026 and 2025 as if the acquisition of Evoke occurred at the beginning of fiscal year 2025.

The pro forma information provided below is compiled from the preacquisition financial information of Evoke and includes pro forma adjustments to give effect to (i) amortization expense associated with the acquired intangible assets.

The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2025 or (ii) future results of operations.

The results of operations of Evoke from January 1, 2025 to March 31, 2025 included revenues of $ 374 and a net loss of $ 131 .

The results of operations of Evoke from January 1, 2025 to April 30, 2025 included revenues of $ 514 and a net loss of $ 256 .

Three Months Ended

Six Months Ended

ACCOUNTS AND OTHER RECEIVABLES

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Accounts written off

Allowance for credit losses at end of period

PREPAID EXPENSES

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Finished Goods

Total (current)

Equipment balance is as follows:

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Equipment, net

Depreciation expenses were $ 7 and $ 9 for the three months ended March 31, 2026 , and 2025 , respectively.

Depreciation expenses was $ 10 and $ 17 for the three and six months ended June 30, 2026 , respectively.

Medical equipment subject to operating leases includes hardware leased to customers as part of the Company’s products and services offerings.

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INTANGIBLE ASSETS, NET AND GOODWILL

The following tables summarize the composition of intangible assets as of March 31, 2026 and December 31, 2025:

March 31, 2026

The following tables summarize the composition of intangible assets as of June 30, 2026 and December 31, 2025:

June 30, 2026

Finite lived intangible assets

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Total intangible assets

Amortization expense was $ 38 and $ 10 for the three months ended March 31, 2026 , and 2025 , respectively.

The estimated aggregate future amortization expense for intangible assets subject to amortization as of March 31, 2026 , is summarized below:

2030 and therafter

Amortization expense was $ 37 and $ 75 for the three and six months ended June 30, 2026 , respectively.

The estimated aggregate future amortization expense for intangible assets subject to amortization as of June 30, 2026 , is summarized below:

2030 and thereafter

LIABILITY FOR EMPLOYEE RIGHTS UPON RETIREMENT

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Payments made in accordance with Section 14 relieve the Company from any future severance payments with respect to those employees.

In accordance with the Israeli Severance Pay Law, 1963, severance payments, which are included in salary and employee benefits, were $ 10 and $ 11 for the three months ended March 31, 2026 , and 2025 , respectively.

In accordance with the Israeli Severance Pay Law, 1963, severance payments, which are included in salary and employee benefits, were $ 10 and $ 17 for the three and six months ended June 30, 2026 , and were $ 11 and $ 22 for the three and six months ended June 30, 2025, respectively.

COMMITMENTS AND CONTINGENCIES

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The Company is committed to pay royalties to the State of Israel, through the Israel Innovation Authority (“IIA”), on proceeds from sales of products in which the IIA participated by way of grants for research and development.

No grants were received in the period beginning January 1, 2024 through March 31, 2026 .

No grants were received in the period beginning January 1, 2024 through June 30, 2026 .

Under the terms of the prior IIA grant agreements, the principal value of financial assistance received along with annual interest based on London Inter-Bank Offered Rate (“LIBOR”) is repayable in form of royalties at 3.0 % of BNA™ sales.

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In the case of lack of commercial feasibility of the project that was financed using the grant, the Company is not obligated to pay any royalty.

The Company cannot reasonably determine the outcome of the commercialization of the underlying technology and considers the liability to be contingent upon generation of sales utilizing said underlying technology, hence no liability has been recognized as of March 31, 2026 , and December 31, 2025 .

The contingent liability amounts to $ 5,861 and $ 5,835 for March 31, 2026 , and December 31, 2025 respectively.

The contingent liability amounts to $ 5,885 and $ 5,835 for June 30, 2026 , and December 31, 2025 respectively.

Sale of the technology developed utilizing the grants from IIA is restricted and is subject to IIA’s approval.

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The registration statement became effective on February 3, 2026.

As of March 31, 2026 the Company had not sold any shares under the ATM program.

As of June 30, 2026, the Company had not sold any shares under the ATM program.

On March 8, 2026, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Investors") for a private placement of units ("Units") at a purchase price of $ 1.50 per Unit.

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and (iii) one warrant to purchase one share of common stock at $ 2.50 per share exercisable over five years.

The Investors have the right, but not the obligation, to purchase up to an additional $ 18,000 of Units in one or more subsequent closings within 30 days of the Initial Closing Date.

On April 16, 2026, the Company consummated an additional closing.

(see Note 17 - Subsequent Events)

The offering was conducted as a private placement under Section 4 (a)( 2 ) of the Securities Act of 1933 and/or Rule 506 (b) of Regulation D, and was structured to comply with Nasdaq Listing Rule 5635 (d) without requiring stockholder approval.

The Company has agreed to file a registration statement covering the resale of the shares and warrant shares on or before May 21, 2026.

In connection with the Purchase Agreement, each Investor entered into a Lock-Up Agreement restricting transfers of all securities issued under the Purchase Agreement for six months following the Initial Closing (through September 12, 2026), followed by a six -month graduated release of one - sixth of restricted securities per month through March 12, 2027.

The lock-ups were subsequently amended to have the lock-up period end May 16, 2026.

The following table summarizes the Company’s warrant activity for the three months ended March 31, 2026 :

On April 16, 2026, the Company consummated an additional closing (the "Additional Closing") under the Purchase Agreement, pursuant to which the Company issued 5,333,333 units at a purchase price of $ 1.50 per unit for aggregate gross proceeds of $ 8,000 .

Each unit consisted of either one share of common stock or one pre-funded warrant exercisable at $ 0.0001 per share, together with (i) one five -year common stock purchase warrant to purchase one share of common stock at an exercise price of $ 1.88 per share (the "150% Warrants") and (ii) one five -year common stock purchase warrant to purchase one share of common stock at an exercise price of $ 2.50 per share (the "200% Warrants").

In connection with the Additional Closing, the Company issued 762,208 shares of common stock, a pre-funded warrant to purchase 4,571,125 shares of common stock, 150% Warrants to purchase 5,333,333 shares of common stock, and 200% Warrants to purchase 5,333,333 shares of common stock, all warrants expiring April 16, 2031.

The exercise of all warrants is subject to a 4.99 % beneficial ownership limitation.

In connection with the Additional Closing, the Company and the investor entered into an amended and restated lock-up agreement restricting transfers of the securities for a 30 -day period ending May 16, 2026.

The securities described above were offered and sold in private placements in reliance on the exemption from registration provided by Section 4 (a)( 2 ) of the Securities Act and Rule 506 (b) of Regulation D promulgated thereunder.

The following table summarizes the Company’s warrant activity for the six months ended June 30, 2026 :

Outstanding warrants, December 31, 2025

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Warrants Expired

Outstanding warrants, March 31, 2026

Outstanding warrants, June 30, 2026

Warrants exercisable for little or no consideration

Warrants exercisable for little or no consideration are fully vested warrants that allow the holders to acquire a specified number of the issuer’s shares at a nominal exercise price.

The following table summarizes the Company’s penny warrant activity for the three months ended March 31, 2026 :

The following table summarizes the Company’s penny warrant activity for the six months ended June 30, 2026 :

Outstanding warrants, December 31, 2025

Pre-Funded Warrants (Note 13.a)

Outstanding warrants, March 31, 2026

Outstanding warrants, June 30, 2026

Employees stock option plan

A summary of option activity under the Company’s equity incentive plan as of March 31, 2026 , and changes during the period then ended is presented below.

A summary of option activity under the Company’s equity incentive plan as of June 30, 2026 , and changes during the period then ended is presented below.

Outstanding Options, December 31, 2025

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Options forfeited

Outstanding Options, March 31, 2026

The share-based compensation expense related to options for the three months ended March 31, 2026 was $ 9 and $ 86 three months ended March 31, 2025 , respectively.

The fair value of options granted for the three months ended March 31, 2026 and 2025 , was $nil and $ 34 , respectively.

The intrinsic value of the options outstanding as of March 31, 2026 is $nil ( December 31, 2025 :

A summary of the Company’s nonvested options as of March 31, 2026 , and changes during the three -month period ended, is presented below.

Outstanding Options, June 30, 2026

The share-based compensation expense related to options for the three and six months ended June 30, 2026 was $ 10 and $ 19 , respectively and $( 43 ) and $ 43 for three and six months ended June 30, 2025 , respectively.

The fair value of options granted for the six months ended June 30, 2026 and 2025 , was $nil and $ 34 , respectively.

The intrinsic value of the options outstanding as of June 30, 2026 is $nil ( December 31, 2025 :

A summary of the Company’s nonvested options as of June 30, 2026 , and changes during the six -month period ended, is presented below.

Non-Vested Options, December 31, 2025

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Options forfeited

Non-Vested Options, March 31, 2026

As of March 31, 2026 , there was $ 34 of total unrecognized compensation cost related to nonvested options granted to be recognized over the next 2.5 years.

Non-Vested Options, June 30, 2026

As of June 30, 2026 , there was $ 14 of total unrecognized compensation cost related to nonvested options granted to be recognized over the next year.

Restricted share units ( “ RSUs ” )

A summary of RSU activity under the Company’s equity incentive plan as of March 31, 2026 , and changes during the period ended is presented below.

A summary of RSU activity under the Company’s equity incentive plan as of June 30, 2026 , and changes during the period ended is presented below.

Outstanding, December 31, 2025

RSUs exercised

Outstanding, March 31, 2026

The share-based compensation expense related to RSUs for the three months ended March 31, 2026 was $ 332 and $ 1 for the three months ended March 31, 2025 , respectively.

The fair value of RSUs granted for the three months ended March 31, 2026 , and 2025 , was $ 1,478 and $ 31 , respectively.

Outstanding, June 30, 2026

The share-based compensation expense related to RSUs for the three and six months ended June 30, 2026 was $ 175 and $ 507 , respectively and $ 70 and $ 71 for the three and six months ended June 30, 2025 , respectively.

The fair value of RSUs granted for the six months ended June 30, 2026 , and 2025 , was $ 575 and $ 1,051 , respectively.

The fair value of each RSU is estimated based on the grant-date fair value of the underlying share of common stock.

A summary of the Company’s nonvested RSUs as of March 31, 2026 , and changes during the three -month period ended, is presented below.

A summary of the Company’s nonvested RSUs as of June 30, 2026 , and changes during the three -month period ended, is presented below.

Non-vested RSUs, December 31, 2025

Non-vested RSUs, March 31, 2026

As of March 31, 2026 , there was $ 1,009 of total unrecognized compensation cost related to nonvested RSUs granted.

Non-vested RSUs, June 30, 2026

As of June 30, 2026 , there was $ 1,200 of total unrecognized compensation cost related to nonvested RSUs granted.

That cost is expected to be recognized over a weighted average period of 2.11 years.

Deferred stock units ( “ DSUs ” )

A summary of DSU activity under the Company’s equity incentive plan as of March 31, 2026 , and changes during the period ended, is presented below.

A summary of DSU activity under the Company’s equity incentive plan as of June 30, 2026 , and changes during the period ended, is presented below.

Outstanding DSUs, December 31, 2025

Outstanding DSUs, March 31, 2026

The share-based compensation expense related to DSUs for the three months ended March 31, 2026 was $ 82 and $nil for the three months ended March 31, 2025 , respectively.

The fair value of DSUs granted for the three months ended March 31, 2026 , and 2025 , was $nil, respectively.

Outstanding DSUs, June 30, 2026

The share-based compensation expense related to DSUs for the three and six months ended June 30, 2026 was $ 83 and $ 165 , respectively and $ 50 and $ 167 for the three and six months ended June 30, 2025 , respectively.

The fair value of DSUs granted for the six months ended June 30, 2026 , and 2025 , was $nil and $ 209 , respectively.

The fair value of each DSU is estimated based on the grant-date fair value of the underlying share of common stock.

A summary of the Company’s nonvested DSUs as of March 31, 2026 , and changes during the three -month period ended, is presented below.

A summary of the Company’s nonvested DSUs as of June 30, 2026 , and changes during the three -month period ended, is presented below.

Non-vested DSUs, December 31, 2025

Non-vested DSUs, March 31, 2026

As of March 31, 2026 , there was $ 191 of total unrecognized compensation cost related to nonvested DSUs granted.

Non-vested DSUs, June 30, 2026

As of June 30, 2026 , there was $ 109 of total unrecognized compensation cost related to nonvested DSUs granted.

That cost is expected to be recognized over a weighted average period of 4 months.

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Diluted net loss per common share is computed by giving effect to all potential dilutive shares of common stock that were outstanding during the period when the effect is dilutive.

As of March 31, 2026 , potential dilutive shares of common stock consist of shares issuable upon exercise of stock options, warrants, RSUs and DSUs.

No adjustments have been made to the weighted average outstanding shares of common stock figures for the three months ended March 31, 2026 , or 2025 , as the assumed conversion would be anti-dilutive.

As of June 30, 2026 , potential dilutive shares of common stock consist of shares issuable upon exercise of stock options, warrants, RSUs and DSUs.

No adjustments have been made to the weighted average outstanding shares of common stock figures for the six months ended June 30, 2026, or 2025 , as the assumed conversion would be anti-dilutive.

The following table summarizes the potential shares of common stock that were excluded from the computation of diluted net loss per share, as such shares would have had an anti-dilutive effect:

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Unvested DSUs (Note 13.f)

Shares issuable pursuant to Series C Preferred Stock

For the purposes of the computation of basic and diluted net loss per share, an amount recognized as a deemed dividend reduced net loss available to common stockholders in a manner similar to the application of the two -class method.

The net loss available to common stockholders for the three months ended March 31, 2025 was adjusted by the deemed dividend associated with the Inducement Agreement

The net loss available to common stockholders for the six months ended June 30, 2026 and 2025 was adjusted by the deemed dividend associated with the Inducement Agreement.

Three Months Ended

Six Months Ended

Type of goods and services

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Point in time

Three Months Ended

Six Months Ended

Deferred revenue - beginning of period

Acquired in Evoke business combination

Increases due to consideration received from customers

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Deferred revenue - end of period

The deferred revenue balance at March 31, 2026 consists of $ 194 classified as current and $ 14 classified as non-current on the condensed consolidated balance sheet.

The deferred revenue balance at June 30, 2026 consists of $ 215 classified as current and $ 7 classified as non-current on the condensed consolidated balance sheet.

SEGMENT REPORTING

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SUBSEQUENT EVENTS

On April 16, 2026, the Company consummated an additional closing (the “Additional Closing”) under the Securities Purchase Agreement dated March 8, 2026 ( the “Purchase Agreement”), pursuant to which the Company issued 5,333,333 units at a purchase price of $ 1.50 per unit for aggregate gross proceeds of $ 8,000 .

Each unit consisted of either one share of common stock or one pre-funded warrant exercisable at $ 0.0001 per share, together with (i) one five -year common stock purchase warrant to purchase one share of common stock at an exercise price of $ 1.88 per share (the “150% Warrants”) and (ii) one five -year common stock purchase warrant to purchase one share of common stock at an exercise price of $ 2.50 per share (the “200% Warrants”).

The exercise of all warrants is subject to a 4.99 % beneficial ownership limitation.

The securities were issued in a private placement pursuant to Section 4 (a)( 2 ) of the Securities Act of 1933, as amended, and Rule 506 (b) of Regulation D thereunder.

The Company has agreed to file a registration statement covering the resale of the shares and warrant shares by May 21, 2026.

On May 6, 2026, the Company entered into a securities purchase agreement (the “May 2026 Purchase Agreement”) with an accredited investor (the “May 2026 Investor”), pursuant to which the Company agreed to issue and sell to the May 2026 Investor up to 666,667 units (each a “May 2026 Unit” and, collectively, the “May 2026 Units”), at a purchase price of $ 1.50 per May 2026 Unit, for aggregate gross proceeds of up to $ 1,000 .

Each May 2026 Unit consists of (i) one share of Common Stock, par value $ 0.0001 per share (each a “May 2026 Share” and, collectively, the “May 2026 Shares”);

(ii) one common stock purchase warrant (each a “May 150% Warrant” and, collectively, the “May 150% Warrants”) 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 “May 200% Warrant”, together with the May 150% Warrants, the “May 2026 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 May 2026 Warrants (collectively, the “May 2026 Warrant Shares”).

The May 2026 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 May 2026 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 the May 2026 Investor, of the outstanding shares of Common Stock immediately after the issuance of the Common Stock issuable upon such exercise.

The May 2026 Warrants are not exercisable until the Company has obtained approval from its stockholders (“Shareholder Approval”) for the issuance of the Common Stock.

The Company is required to use commercially reasonable efforts to obtain Shareholder Approval within ninety ( 90 ) days following the date of the May 2026 Purchase Agreement.

Pursuant to the May 2026 Purchase Agreement, the Company agreed to file a registration statement with the SEC covering the resale of the May 2026 Shares and the May 2026 Warrant Shares as soon as practicable and, in any event, on or before May 21, 2026.

The closing of the offering is conditioned on the effectiveness of such registration statement and receipt of Shareholder Approval.

The securities were offered and sold in a private placement in reliance on the exemption from registration provided by Section 4 (a)( 2 ) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

As of the date of this Quarterly Report on Form 10 -Q, the closing of this offering had not yet occurred.

On August 5, 2026, the Company's stockholders approved Certificate of Amendment No.

2 to the Company's Amended and Restated Certificate of Incorporation, decreasing the total number of authorized shares of capital stock from 5,001,000,000 to 101,000,000 , consisting of 100,000,000 shares of common stock, par value $ 0.0001 per share, and 1,000,000 shares of preferred stock, par value $ 0.0001 per share.

As of August 5, 2026, the Certificate of Amendment has been filed with the Delaware Secretary of State and the decrease in authorized shares has become effective.

This change will not affect the number of shares issued or outstanding and will have no impact on the Company's historical financial statements.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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We describe this compounding relationship between clinical deployment, data acquisition, and report quality as the Firefly Flywheel.

Our FDA-510(k) cleared Evoke System, commercially deployed as the Evoke System, is in active use across more than 85 clinical sites in the United States as of March 31, 2026.

Our FDA-510(k) cleared Evoke EEG System, commercially deployed as the Evoke EEG System, is in active use across more than 85 clinical sites in the United States as of June 30, 2026.

Clinicians use the system to perform EEG and ERP assessments, which are analyzed by our cloud-based platform and returned as structured reports designed to support clinical decision-making.

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We agreed to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act.

As of May 8, 2026 we had not sold any shares under the ATM Agreement.

As of June 30, 2026 we had not sold any shares under the ATM Agreement.

March 2026 Units Offering

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Each unit consisted of either one share of Common Stock or one pre-funded warrant exercisable at $0.0001 per share, together with (i) one five-year Common Stock purchase warrant to purchase one share of Common Stock at an exercise price of $1.88 per share and (ii) one five-year Common Stock purchase warrant to purchase one share of common stock at an exercise price of $2.50 per share.

See Note 17 — Subsequent Event for additional details.

See Note 13 — Equity for additional details.

May 2026 Units Offering

On May 6, 2026, we entered into a securities purchase agreement (the “May 2026 Purchase Agreement”) with an accredited investor (the “May 2026 Investor”), pursuant to which we agreed to issue and sell to the May 2026 Investor up to 666,667 units (each a “May 2026 Unit” and, collectively, the “May 2026 Units”), at a purchase price of $1.50 per May 2026 Unit, for aggregate gross proceeds of up to $1,000.

Each May 2026 Unit consists of (i) one share of Common Stock, par value $0.0001 per share (each a “May 2026 Share” and, collectively, the “May 2026 Shares”);

and (iv) the issuance of the Common Stock upon the exercise of the May 2026 Warrants (collectively, the “May 2026 Warrant Shares”).

The May 2026 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 May 2026 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 the May 2026 Investor, of the outstanding shares of Common Stock immediately after the issuance of the Common Stock issuable upon such exercise.

The May 2026 Warrants are not exercisable until the Company has obtained approval from its stockholders (“Shareholder Approval”) for the issuance of the Common Stock.

The Company is required to use commercially reasonable efforts to obtain Shareholder Approval within ninety (90) days following the date of the May 2026 Purchase Agreement.

Pursuant to the May 2026 Purchase Agreement, we agreed to file a registration statement with the SEC covering the resale of the May 2026 Shares and the May 2026 Warrant Shares as soon as practicable and, in any event, on or before May 21, 2026.

The closing of the offering is conditioned on the effectiveness of such registration statement and receipt of Shareholder Approval.

The securities were offered and sold in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

As of the date of this Quarterly Report on Form 10-Q, the closing of this offering had not yet occurred.

Each May 2026 Unit consisted of (i) one share of Common Stock;

(ii) one common stock purchase warrant to purchase one share of Common Stock over five years at an exercise price of $1.88 per share;

and (iii) one common stock purchase warrant to purchase one share of Common Stock over five years at an exercise price of $2.50 per share.

The May 2026 Warrants were not to become exercisable until the Company obtained approval from its stockholders for the issuance of the underlying Common Stock.

Subsequently on June 25, 2026, we and the May 2026 Investor mutually agreed to terminate the May 2026 Purchase Agreement.

No units were issued and no proceeds were received under the May 2026 Purchase Agreement prior to its termination.

Financial Operations Overview

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Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025

The following table sets forth amounts from our condensed consolidated statements of operations for the three months ended March 31, 2026, and 2025:

Comparison of the Three Months Ended June 30, 2026 and 2025

The following table sets forth amounts from our condensed consolidated statements of operations for the three months ended June 30, 2026, and 2025:

Three Months Ended

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Provision for income tax

Revenue for the three months ended March 31, 2026, was $485, as compared to $43, in the three months ended March 31, 2025, representing an increase of $442, or 1028%.

Revenue for the three months ended June 30, 2026, was $514, as compared to $299, in the three months ended June 30, 2025, representing an increase of $215, or 72%.

The increase is primarily due to revenue from the acquisition of Evoke Neuroscience.

Cost of Goods Sold

Cost of goods sold for the three months ended March 31, 2026, was $264, up from $nil in the same period of 2025, reflecting Evoke material costs representing 38% of the increase and people costs representing another 47%.

Cost of goods sold for the three months ended June 30, 2026, was $261, up from $25 in the same period of 2025, reflecting Evoke's Versus material costs representing 47% of the increase and people costs representing another 41%.

Operating Expenses

Research and Development Expenses

Research and development expenses for the three months ended March 31, 2026, were $424, as compared to $312, for the three months ended March 31, 2025, representing a increase of $112, or 36%.

Research and development expenses for the three months ended June 30, 2026, were $525, as compared to $336, for the three months ended June 30, 2025, representing a increase of $189, or 56%.

The increase was primarily due to an increase in spending on product development.

Selling and Marketing Expenses

Selling and marketing expenses for the three months ended March 31, 2026, were $141, as compared to $208, for the three months ended March 31, 2025, representing a decrease of $67, or 32%.

The decrease was primarily due to headcount reduction representing 41% of the decrease and a reduction in outside consultants representing another 42%.

Selling and marketing expenses for the three months ended June 30, 2026, were $180, as compared to $199, for the three months ended June 30, 2025, representing a decrease of $19, or 10%.

The decrease was primarily due to headcount reduction.

General and Administration Expenses

General and administration expenses for the three months ended March 31, 2026, were $1,666 as compared to $1,588, for the three months ended March 31, 2025, representing an increase of $78, or 5%.

The increase was primarily due to the regular business operating expenses.

General and administration expenses for the three months ended June 30, 2026, were $1,522 as compared to $1,373, for the three months ended June 30, 2025, representing an increase of $149, or 11%.

The increase was primarily due to an increase in bonus expense.

Other Income (Expense)

Other Income (Expense) for the three months ended March 31, 2026, was $6, as compared to $10,865, for the three months ended March 31, 2025, representing a decrease in income of $10,871 or 100%.

The primary reason for the decrease is a result of the settlement of the Convertible Promissory Note in Q1 2025 which resulted in an expense of $10,722.

Other Income (Expense) for the three months ended June 30, 2026, was $10, as compared to $195, for the three months ended June 30, 2025, representing a decrease in income of $185 or 95%.

The primary reason for the decrease is the result of a settlement for debt reached in June 2025 with an expense of $172.

Comparison of the Six Months Ended June 30, 2026 and 2025

The following table sets forth amounts from our condensed consolidated statements of operations for the six months ended June 30, 2026, and 2025:

Six Months Ended

$US, in thousands

COST OF GOODS SOLD

OPERATING EXPENSES:

Research and development expenses

Selling and marketing expenses

General and administration expenses

Impairment of intangible assets

TOTAL OPERATING EXPENSES

OPERATING LOSS

OTHER INCOME (EXPENSE)

Interest and bank fees

Interest income

Foreign exchange gain (loss)

Change in derivative fair value

Loss on settlement of convertible promissory note

Other income (expense)

TOTAL OTHER INCOME (EXPENSE)

LOSS BEFORE INCOME TAX

Provision for income tax

Revenue for the six months ended June 30, 2026, was $999, as compared to $342, for the six months ended June 30, 2025, representing an increase of $657, or 192%.

The increase is primarily due to revenue from the acquisition of Evoke Neuroscience.

Cost of Goods Sold

Cost of goods sold for the six months ended June 30, 2026, was $525, as compared to $25, for the six months ended June 30, 2025, reflecting Evoke material costs representing an increase of $500.

The increase is due to material costs associated with Evoke and Versus products representing 41% of the increase and the formation of a Customer Success team representing 37% of the increase.

Operating Expenses

Research and Development Expenses

Research and development expenses for the six months ended June 30, 2026, were $949, as compared to $648, for the six months ended June 30, 2025, representing a increase of $301, or 46%.

The increase was due to the expense of the remainder of a prepaid agreement representing 48% of the increase and the addition of dedicated development staff representing the remainder.

Selling and Marketing Expenses

Selling and marketing expenses for the six months ended June 30, 2026, were $321, as compared to $407, for the six months ended June 30, 2025, representing a decrease of $86, or 21%.

The decrease was primarily due to headcount reduction.

General and Administration Expenses

General and administration expenses for the six months ended June 30, 2026, were $3,188 as compared to $2,961, for the six months ended June 30, 2025, representing an increase of $227, or 8%.

The increase was due to an increase in bonus expense representing 51% of the increase and higher franchise tax accruals representing a further 32% of the increase, reflecting the December 2025 increase in the Company's authorized shares, which first affected the Company's 2026 franchise tax assessment.

Other Income (Expense)

Other Income (Expense) for the six months ended June 30, 2026, was $4, as compared to $11,060, for the six months ended June 30, 2025, representing a decrease in income of $11,056 or 100% The primary reason for the decrease is a result of the settlement of the Convertible Promissory Note in Q1 2025 which resulted in an expense of $10,722.

Liquidity and Capital Resources

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Management evaluates liquidity and capital resources by reviewing cash flows from operating, investing, and financing activities and assessing whether existing cash balances and anticipated cash flows are sufficient to meet current and anticipated operating requirements, working-capital needs, and planned capital expenditures.

As of March 31, 2026, we had cash of $3,127, compared to $2,747 as of December 31, 2025, an increase of $380 during the three months ended March 31, 2026.

The increase reflects net proceeds from the Initial Closing of our March 2026 private placement, partially offset by cash used in operating and investing activities during the period.

Subsequent to March 31, 2026, on April 16, 2026, we raised an additional $8,000 in gross proceeds through the Additional Closing of the same private placement with an accredited investor.

As of June 30, 2026, we had cash of $9,226, compared to $2,747 as of December 31, 2025, an increase of $6,479 during the six months ended June 30, 2026.

The increase reflects net proceeds from the Initial Closing and the April 16, 2026 Additional Closing of our March 2026 private placement, partially offset by cash used in operating and investing activities during the period.

Total aggregate gross proceeds raised under the Securities Purchase Agreement dated March 8, 2026, including both closings, were $10,250.

Additionally, on May 6, 2026, we entered into a new securities purchase agreement for aggregate gross proceeds of up to $1,000, which has not yet closed.

See Recent Financings below and Note 17 — Subsequent Event.

For the next 12 months, we expect to continue to incur negative cash flows from operations as we integrate the Evoke and BNA products and continue to invest in the expansion of our sales organization.

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If we are unable to obtain additional financing as needed, we may be required to delay, reduce, or discontinue portions of our business plan, which could adversely affect our ability to continue operations.

There is substantial doubt about our ability to continue as a going concern, as evidenced by our accumulated deficit of $113,619 and negative cash flows from operating activities of $1,948 for the three months ended March 31, 2026.

There is substantial doubt about our ability to continue as a going concern, as evidenced by our accumulated deficit of $115,558 and negative cash flows from operating activities of $3,698 for the six months ended June 30, 2026.

The report of our independent registered public accounting firm for the year ended December 31, 2025 also expressed substantial doubt about our ability to continue as a going concern.

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(ii) targeted commercial expansion to drive recurring revenue from the combined Evoke and BNA product portfolio;

(iii) continued access to capital markets through equity financings including our at-the-market offering program with up to $7.4 million in available capacity.

During the three months ended March 31, 2026, the Company raised $2,386 in gross proceeds through the Initial Closing of a private placement of units and the exercise of warrants (see Note 13 - Equity).

Subsequent to March 31, 2026, the Company raised an additional $8,000 in gross proceeds through the April 2026 Additional Closing and entered into the May 2026 Purchase Agreement for up to $1,000 of additional proceeds (see Note 17 - Subsequent Event).

and (iii) continued access to capital markets through equity financings, including our at-the-market offering program with up to $7.4 million in available capacity.

During the six months ended June 30, 2026, the Company raised $10,277 in net proceeds through the Initial Closing and Additional Closing of a private placement of units and the exercise of warrants (see Note 13 - Equity).

These plans involve assumptions about capital markets and customer demand that may not occur as expected, and there can be no assurance that the Company will be able to obtain additional funding on satisfactory terms or at all.

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The following table sets forth the significant sources and uses of cash for the periods noted below:

Three Months Ended

Six Months Ended

(in thousands)

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Operating Activities

For the three months ended March 31, 2026, net cash used in operating activities was $1,948 as compared to $2,511, for the three months ended March 31, 2025, representing a decrease of $563, or 22%.

This decrease in net cash used in operating activities is primarily due to an a reduction in debt carried out in Q1 of 2025.

For the six months ended June 30, 2026, net cash used in operating activities was $3,698 as compared to $4,901, for the six months ended June 30, 2025, representing a decrease of $1,203, or 25%.

This decrease in net cash used in operating activities is primarily due to a reduction in accrued liabilities during the six months ended June 30, 2025.

Investing Activities

For the three months ended March 31, 2026, net cash used in investing activities was $58, as compared to $7, cash used in investing activities for the three months ended March 31, 2025, representing an increase of $51, or 729%.

The increase in cash used in investing activities is primarily attributed to the acquisition of equipment to build additional Evoke Systems.

For the six months ended June 30, 2026, net cash used in investing activities was $100, as compared to $2,379, cash used in investing activities for the six months ended June 30, 2025, representing a decrease of $2,279, or 96%.

The decrease in cash used in investing activities is primarily attributed to the acquisition of Evoke Neuroscience Inc..

Financing Activities

For the three months ended March 31, 2026, net cash provided from financing activities was $2,386, as compared to $10,253, for the three months ended March 31, 2025, representing a decrease of $7,867, or 77%.

The decrease was primarily due to warrant exercises in Q1 of 2025.

Recent Financings

At the Market Offering Agreement

On February 3, 2026, we entered into an At the Market Offering Agreement (the “ATM Agreement”) with Konik Capital Partners, LLC, a division of T.R.

Winston and Company, LLC (“Konik”), pursuant to which we may, from time to time, offer and sell shares of our Common Stock, par value $0.0001 per share, having an aggregate sales price of up to $7,434,266 (the “ATM Shares”) through Konik as principal or agent.

Sales of the ATM Shares through Konik, if any, will be made by any method permitted by law deemed to be an “at the market offering” (the “ATM”), as defined in Rule 415(a)(4) under the Securities Act.

Konik will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell the ATM Shares from time to time, based on instructions from the Company.

The offer and sale of shares of Common Stock is being made pursuant to the Company’s shelf registration statement on Form S-3, which was filed with the SEC on December 3, 2025 (File No.

333-282931) (the “Shelf Registration Statement”), and a related prospectus, as supplemented by prospectus supplements pursuant to Rule 424(b) under the Securities Act.

The Shelf Registration Statement was declared effective by the SEC on December 5, 2025.

We have no obligation to sell, and Konik is not obligated to buy or sell, any of the ATM Shares under the ATM Agreement and may at any time suspend offers under the ATM Agreement or terminate the ATM Agreement as provided for in the ATM Agreement.

The offering of the ATM Shares will terminate upon the earlier of (i) the sale, pursuant to the ATM Agreement, of ATM Shares having an aggregate offering price of $7,434,266, and (ii) the termination by the Company or Konik of the ATM Agreement pursuant to its terms.

We will pay Konik a commission equal to 2.0% of the aggregate gross proceeds from the sales of ATM Shares sold through Konik under the ATM Agreement and will also reimburse Konik for the fees and costs of its legal counsel reasonably incurred in connection with entering into the transactions contemplated by the ATM Agreement in an amount not to exceed $50,000 in the aggregate, and up to an additional $5,000 per due diligence update session (and in no event more than $20,000 per fiscal year) for diligence and maintenance of the ATM Agreement.

The ATM Agreement contains certain covenants, representations and warranties customary for an agreement of this type.

We agreed to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act.

As of May 8, 2026, we had not sold any shares under the ATM Agreement.

March 2026 Units Offering

On March 8, 2026, we entered into a securities purchase agreement (the “March 2026 Purchase Agreement”) with certain accredited investors (each a “March 2026 Investor” and, collectively, the “March 2026 Investors”), pursuant to which we agreed to issue and sell up to 13,500,000 units (each a “March 2026 Unit” and, collectively, the “March 2026 Units”), at a purchase price of $1.50 per March 2026 Unit.

Pursuant to the March 2026 Purchase Agreement, (i) the March 2026 Investors agreed to purchase March 2026 Units for an aggregate purchase price of $2,250,000 (the “Initial Investment”) at an initial closing (the “Initial Closing”), and (ii) the March 2026 Investors had the right, but not the obligation, to purchase in the aggregate up to $18,000,000 of March 2026 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 30 days following the Initial Closing.

Each March 2026 Unit consists of (i) either (A) one share of Common Stock, or (B) a prefunded warrant to purchase one share of Common Stock (each a "March 2026 Pre-Funded Warrant" and, collectively, the "March 2026 Pre-Funded Warrants”) at a nominal exercise price of $0.0001 per share, to the extent that acquiring the shares of Common Stock instead of the March 2026 Pre-Funded Warrants would have caused the March 2026 Investors to own in excess of 4.99% or 9.99%, as applicable to each such March 2026 Investor, of the outstanding Common Stock on a post-issuance basis;

(ii) one common stock purchase warrant (each a “150% Warrant” and, collectively, the “"150% Warrants”“) 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 March 2026 Pre-Funded Warrants and 150% Warrants, the “March 2026 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 March 2026 Warrants (collectively, the “March 2026 Warrant Shares”).

The March 2026 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 March 2026 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 March 2026 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 March 2026 Purchase Agreement occurred, and the Company issued 1,500,000 March 2026 Units to the March 2026 Investors at a total purchase price of $2,250,000.

The offering was conducted as a private placement under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of Regulation D, and was structured to comply with Nasdaq Listing Rule 5635(d) without requiring stockholder approval.

On April 16, 2026, we consummated an additional closing under the March 2026 Purchase Agreement pursuant to which we issued 5,333,333 units at a purchase price of $1.50 per unit for aggregate gross proceeds of $8,000,000.

Each unit consisted of either one share of common stock or one pre-funded warrant exercisable at $0.0001 per share, together with (i) one five-year common stock purchase warrant to purchase one share of common stock at an exercise price of $1.88 per share and (ii) one five-year common stock purchase warrant to purchase one share of common stock at an exercise price of $2.50 per share.