S-3/A EX-FILING FEES 0000803578 333-296046 true false N/A 0000803578 1 2026-06-23 2026-06-23 0000803578 2 2026-06-23 2026-06-23 0000803578 3 2026-06-23 2026-06-23 0000803578 4 2026-06-23 2026-06-23 0000803578 1 2026-06-23 2026-06-23 0000803578 2 2026-06-23 2026-06-23 0000803578 2026-06-23 2026-06-23 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-3

Firefly Neuroscience, Inc.

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                           
Newly Registered Securities
Fees to be Paid   Equity   Common Stock, par value $0.0001 per share   (1)   Other   1,213,175   $ 1.49   $ 1,807,630.75   0.0001381   $ 249.63
Fees to be Paid   Equity   Common stock, par value $0.0001 per share, issuable upon exercise of pre-funded warrants   (2)   Other   5,620,158     1.49     8,374,035.42   0.0001381     1,156.45
Fees to be Paid   Equity   Common stock, par value $0.001 per share, issuable upon exercise of common stock purchase warrants   (3)   Other   6,833,333     1.49     10,181,666.17   0.0001381     1,406.09
Fees to be Paid   Equity   Common stock, par value $0.001 per share, issuable upon exercise of common stock purchase warrants   (4)   Other   6,833,333   $ 1.49   $ 10,181,666.17   0.0001381   $ 1,406.09
                                           
Total Offering Amounts:   $ 30,544,998.51         4,218.26
Total Fees Previously Paid:               0.00
Total Fee Offsets:               4,218.26
Net Fee Due:             $ 0.00

__________________________________________
Offering Note(s)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the common stock, par value $0.0001 per share (“Common Stock”) of Firefly Neuroscience, Inc. (the “Registrant”) reported by The Nasdaq Stock Market LLC on June 16, 2026.

Represents up to 1,213,175 shares of Common Stock issued pursuant to the to that certain Securities Purchase Agreement, dated March 8, 2026 (the “March 2026 Securities Purchase Agreement”), by and between the and the Registrant and other parties signatory.

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of common stock on The Nasdaq Global Select Market on June 16, 2026. (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission, in accordance with Rule 457(c) under the Securities Act).

The Registrant has subsequently reduced the total registered amount of Common Stock being offered to 20,499,999 shares.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the common stock, par value $0.0001 per share (“Common Stock”) of Firefly Neuroscience, Inc. (the “Registrant”) reported by The Nasdaq Stock Market LLC on June 16, 2026.

Represents up to 5,620,158 shares of Common Stock issuable upon exercise of certain pre funded warrants with an initial exercise price of $0.0001 per share pursuant to the March 2026 Securities Purchase Agreement.

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of common stock on The Nasdaq Global Select Market on June 16, 2026 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission, in accordance with Rule 457(c) under the Securities Act).

The Registrant has subsequently reduced the total registered amount of Common Stock being offered to 20,499,999 shares.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the common stock, par value $0.0001 per share (“Common Stock”) of Firefly Neuroscience, Inc. (the “Registrant”) reported by The Nasdaq Stock Market LLC on June 16, 2026.

Represents up to 6,833,333 shares of Common Stock issuable upon exercise of common stock purchase warrants with an initial exercise price of $1.80 per share pursuant to the March 2026 Securities Purchase Agreement;.

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of common stock on The Nasdaq Global Select Market on June 16, 2026 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission, in accordance with Rule 457(c) under the Securities Act).

The Registrant has subsequently reduced the total registered amount of Common Stock being offered to 20,499,999 shares.
(4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the common stock, par value $0.0001 per share (“Common Stock”) of Firefly Neuroscience, Inc. (the “Registrant”) reported by The Nasdaq Stock Market LLC on June 16, 2026.

Represents up to 6,833,333 shares of Common Stock issuable upon exercise of common stock purchase warrants with an initial exercise price of $2.50 per share pursuant to the March 2026 Securities Purchase Agreement.

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of common stock on The Nasdaq Global Select Market on June 16, 2026. (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission, in accordance with Rule 457(c) under the Securities Act).

The Registrant has subsequently reduced the total registered amount of Common Stock being offered to 20,499,999 shares.

Table 2: Fee Offset Claims and Sources

                                                         
Line Item Type   Registrant or Filer Name   Notes   Form or Filing Type   File Number   Initial Filing Date   Filing Date   Fee Offset Claimed   Security Type Associated with Fee Offset Claimed   Security Title Associated with Fee Offset Claimed   Unsold Securities Associated with Fee Offset Claimed   Unsold Aggregate Offering Amount Associated with Fee Offset Claimed   Fee Paid with Fee Offset Source
                                                         
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims        (1)   S-3   333-296046   05/20/2026       $ 4,218.26   Equity   Common Stock, par value $0.0001 per share         $     $  
Fee Offset Sources   Firefly Neuroscience, Inc.        S-3   333-296046       05/20/2026                               5,282.33
                                                         

__________________________________________
Explanation of the basis for claimed offset:

(1) The Registrant’s Registration Statement on Form S-3 (Registration No. 333-296046) was initially filed on May 20, 2026. At the time of filing, the Registrant paid a fee of $5,282.33for a transaction with the Total Offering Amount of $38,250,000.00. As described in Table 1, the revised Total Offering Amount is $30,544,998.51. Therefore, the Registrant has overpaid the filing fees for the current transaction by $1,064.07 and claims a fee offset of $4,218.26.