October 24, 2024

Jon Olsen
Chief Executive Officer
Firefly Neuroscience, Inc.
1100 Military Road
Kenmore, NY 14217

        Re: Firefly Neuroscience, Inc.
            Registration Statement on Form S-1
            Filed September 27, 2024
            File No. 333-282357
Dear Jon Olsen:

       We have reviewed your registration statement and have the following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Prospectus Summary, page 4

1.     Here and throughout your registration statement, clarify that the
company   s business
       model is based on a product that has not yet been launched.
Private Placement, page 5

2.     We note that on page 5 and elsewhere throughout the filing you describe
the private
       placement that closed on August 12, 2024. Please tell us how you
calculated
       approximately $3.5 million in aggregate gross proceeds from this private
placement.
       Revise the private placement disclosures throughout the filing
accordingly to ensure
       accuracy and consistency.
 October 24, 2024
Page 2
Risk Factors, page 8

3.     We note that Article X of the Certificate of Incorporation (Exhibit 3.1)
includes
       exclusive forum provisions. Please revise to add risk factor disclosure
related to these
       provisions, including risks related to increased costs for investors to
bring a claim and
       that these provisions can discourage claims or limit investors' ability
to bring a claim
       in a judicial forum that they find favorable. In an appropriate place in
your filing,
       please include disclosure clearly describing the provision, including
the relevant
       forum for litigation, any subject matter jurisdiction carve out, and
questions of
       enforceability.
We may be unable to compete successfully with competitive technologies..., page
13

4.     You disclose that the company   s continued success depends on its
ability to
       successfully launch its commercialization program to target clinicians.
Please expand
       your disclosure to discuss your target customer base and specifically
target
       clinicians." Discuss whether the company intends to focus its
commercialization
       program in the United States or Europe.
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 36

5.     We note that you indicate that your BNA Platform is FDA approved and you
are in a
       position to undertake a commercial launch of the platform. Please
enhance your
       disclosure by discussing the anticipated timing for commercial launch,
your planned
       activities and the estimated costs necessary to achieve
commercialization, and your
       anticipated sources of revenue upon commercialization. In addition,
revise throughout
       to clearly differentiate between products that have been developed and
are available in
       the market and those that are still in the development stage and are not
yet available.
6.     Please expand your disclosure in this section to include a discussion
about the
       company   s anticipated sources of revenue and how it expects to
generate such
       revenue.
Business, page 46

7.     We note your disclosure that Firefly is an "artificial intelligence
company" and that
       the BNA Platform is "Artificial Intelligence driven." Please revise to
explain how
       your product uses artificial intelligence and machine learning.
Market Opportunity, page 53

8.     Please expand your disclosure here to clarify the market opportunity for
the BNA
       Platform and Firefly   s future products. Explain how this is
calculated, including any
       assumptions or limitations.
Executive Compensation, page 70

9.     Please explain why Paul Krzywicki is not included in the Executive
Compensation
       discussion. In this regard, we note that he joined the company in
November 2023.
       Refer to Item 402 of Regulation S-K.
 October 24, 2024
Page 3
Beneficial Ownership of Securities, page 91

10.    Please revise the footnotes to the table to identify the individuals who
exercise voting
       and investment power over the securities owned by Windsor Private
Capital LP and
       Roxy Capital Corporation.
Plan of Distribution, page 102

11.    We note your disclosure that the selling securityholders may sell their
securities "to or
       through underwriters or broker-dealers" and that "[a]t the time a
particular offer of
       Securities is made, if required, a prospectus supplement will be
distributed that will
       set forth the number of Securities being offered and the terms of the
offering,
       including the name of any underwriter, dealer or agent, the purchase
price paid by any
       underwriter, any discount, commission and other item constituting
compensation, any
       discount, commission or concession allowed or reallowed or paid to any
dealer, and
       the proposed selling price to the public." Please confirm your
understanding that the
       retention by a selling stockholder of an underwriter would constitute a
material
       change to your plan of distribution requiring a post-effective
amendment. Refer to
       your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation
S-K.
Pro Forma Financial Information, page 105

12.    Please provide an introduction to the pro forma financial statements,
prepared
       pursuant to the guidance in Rule 11-02(a)(2) of Regulation S-X.
13.    Please provide updated pro forma financial statements, pursuant to Rule
11-02(c) of
       Regulation S-X.
14.    Revise the presentation of the columns in your pro forma financial
statements so
       that the Tellenger Sale Transaction adjustments and the Wind-down of
WaveDancer
       Corporate adjustments are presented immediately after the historic
WaveDancer
       information, followed by a subtotal column to reflect WaveDancer on a
pro forma
       basis. This should be followed by the historic Firefly Neuroscience
financial
       information, the adjustments to give pro forma effect to the merger, and
the pro forma
       combined financial statements.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 106

15.    The historical income statements used in the pro forma financial
information should
       only be presented through income from continuing operations pursuant to
Rule 11-
       02(b)(1) of Regulation S-X. Please revise accordingly.
16.    Provide pro forma earnings (loss) per share data for the year-end and
interim period,
       giving effect to the number of shares to be issued in the merger with
WaveDancer
       after the effects of the 1-for-3 reverse stock split. This should be
accompanied by a
       detailed footnote explaining the calculation, including the pro forma
number of
       outstanding shares calculated based upon the exchange ratio.
 October 24, 2024
Page 4
Notes To The Unaudited Pro Forma Condensed Combined Financial Information, page
108

17.    We note on page 108 "for the purposes of the unaudited pro forma
condensed
       combined financial information, the exchange ratio is assumed to be
0.42." Please
       explain to us why you did not assume an exchange ratio of 0.1040,
consistent with the
       disclosure under Subsequent Events on page F-14.
18.    Please tell us if Merger Adjustment (k) to the unaudited Pro Forma
Condenses
       Combined Balance Sheet as of March 31, 2024 represents the gross
proceeds from the
       private placement that closed on August 12, 2024. If so, please revise
Note 3(k)
       accordingly.
19.    With a view towards expanded disclosure in Note 3(l), please explain to
us the
       purpose of issuing the common shares, the nature of the consulting
services to be
       received, and why it is considered directly related to the transaction.
Also, explain
       why you will immediately record an impairment of $105,188.
20.    We note in Notes 3(l), (m), (n), (t), and (u) the company will be
issuing shares in
       exchange for future services. Tell us your basis in Article 11 of
Regulation S-X for
       giving pro forma effect to the prepayment of future services. Also,
explain to us your
       consideration of disclosing these arrangements as Management's
Adjustments in
       accordance with Rule 11-02(a)(7) of Regulation S-X.
21.    We note in Note 3(r) you refer to two officers of Firefly while in Note
3(s) you refer
       to two officers of the company. Clarify if these are the same two
officers and, if
       applicable, please be consistent in how you refer to the company.
22.    It is unclear how adjustment 5(g) is related to the merger transaction.
Please remove
       or revise and advise us.
General

23.    On the cover page of your registration statement, we note you have
checked that you
       qualify as a smaller reporting company. Please revise the filing to
discuss that the
       company is a smaller reporting company and include a risk factor that
discusses the
       reduced disclosure requirements applicable to smaller reporting
companies.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 October 24, 2024
Page 5

       Please contact Anastasia Kaluzienski at 202-551-3685 or Robert
Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements
and related
matters. Please contact Alexandra Barone at 202-551-8816 or Mitchell Austin at
202-551-
3574 with any other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:   Rick Werner, Esq.