1、 As filed with the Securities and Exchange Commission on January 13,2025Registration No.333-282357 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_ AMENDMENT NO.2TOFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_ FIREFLY NEUROSCIENCE,INC.(Exact name of registrant as

2、 specified in its charter)_Delaware 7372 54-1167364(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(IRS EmployerIdentification Number)1100 Military RoadKenmore,NY 14217(888)237-6412(Address,including zip code,and telephone number,in

3、cluding area code,of registrants principal executive offices)_ Greg LipschitzInterim Chief Executive Officer1100 Military RoadKenmore,NY 14217(888)237-6412(Name,address,including zip code,and telephone number,including area code,of agent for service)_ Louis A.Bevilacqua,Esq.Bevilacqua PLLC1050 Conne

4、cticut Avenue,NW,Suite 500Washington,DC 20036(202)869-0888_ Approximate date of commencement of proposed offer to the public:From time to time after this RegistrationStatement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis

5、pursuant toRule 415 under the Securities Act of 1933(the“Securities Act”)check the following box:If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,pleasecheck the following box and list the Securities Act registration statement nu

6、mber of the earlier effective registration statement forthe same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following boxand list the Securities Act registration statement number of the earlier effective registration statement