FireFly Robotics, Inc. filed Amendment No. 1 to its Form S-1 registration statement with the U.S. Securities and Exchange Commission on October 26, 2026, seeking to register the resale of up to 27,118,149 shares of common stock in connection with a planned direct listing on the Nasdaq Global Market.

Key Highlights

  • Shares registered: Up to 27,118,149 shares of common stock are being registered for resale by existing stockholders identified in the prospectus.
  • Direct listing structure: The offering is a direct listing, not a firm-commitment underwritten initial public offering; no investment bank is underwriting the resale on a firm-commitment basis.
  • No company proceeds: According to the filing, FireFly Robotics will not receive any proceeds from the sale of shares by the Registered Stockholders.
  • Recent private transaction prices: During 2025, the company issued 37,000 shares from stock option exercises at prices ranging from $2.94 to $4.51 per share; from January 1, 2026 through June 30, 2026, it issued 85,000 shares at $0.77 per share; since July 1, 2026, it has issued 398,363 shares to investors at $8.50 per share.
  • Placement agent shares: The company issued 125,300 shares of common stock to R.F. Lafferty and Co., Inc. as compensation for placement agent services.
  • Company classifications: The registrant indicated it is a non-accelerated filer, smaller reporting company, and emerging growth company.
  • Financial advisor: Chardan Capital Markets, LLC is named as the financial advisor to perform functions under Nasdaq Rule 4120(c)(8) in connection with the direct listing process.

FireFly Robotics Pursues Nasdaq Direct Listing via Stockholder Resale Registration

FireFly Robotics, Inc., a Delaware corporation headquartered at 1130 South 3800 West, Suite 100, Salt Lake City, Utah 84104, filed Amendment No. 1 to its Form S-1 registration statement (File No. 333-299345) on October 26, 2026. The filing covers a preliminary prospectus seeking to register for resale up to 27,118,149 shares of common stock by the company's existing stockholders, referred to in the filing as the "Registered Stockholders," in connection with a planned direct listing on the Nasdaq Global Market.

According to the filing, no public market for the company's common stock currently exists, and the shares have "a limited history of trading in private transactions." The prospectus disclosed a series of recent private transaction prices: 37,000 shares were issued in 2025 from stock option exercises at prices between $2.94 and $4.51 per share; 85,000 shares were issued between January 1, 2026 and June 30, 2026 from option exercises at $0.77 per share; and 398,363 shares were issued to investors since July 1, 2026 at $8.50 per share. The filing cautioned that "recent purchase prices of our common stock in private transactions may have little or no relation to the opening public price of our shares of common stock on Nasdaq or the subsequent trading price."

The filing described the direct listing process, including the role of Chardan Capital Markets, LLC as financial advisor under Nasdaq Rule 4120(c)(8), which governs the price-setting mechanism for the initial listing day. The prospectus noted that "neither we nor the Registered Stockholders will be involved in Nasdaq's price-setting mechanism." The filing also stated that certain Registered Stockholders are registered broker-dealers but are not considered underwriters under the Securities Act of 1933. Lindsay C. Jones is identified as Chief Financial Officer and agent for service.

What Was Disclosed

FireFly Robotics filed an amended S-1 registration statement to register 27,118,149 shares for resale by existing stockholders via a Nasdaq direct listing, disclosing recent private transaction prices, the absence of company proceeds, and the direct listing mechanics involving Chardan Capital Markets as financial advisor.