| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FIREFLY NEUROSCIENCE, INC. [ AIFF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 10/15/2025 | S(2) | 17,500 | D | $2.7444 | 1,452,701 | I | See footnote(3) | ||
| Common Stock(1) | 10/16/2025 | S(2) | 40,139 | D | $2.6522 | 1,412,562 | I | See footnote(3) | ||
| Common Stock(1) | 10/17/2025 | S(2) | 45,036 | D | $2.5462 | 1,367,526 | I | See footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 is filed jointly by Windsor Private Capital LP ("Windsor"), WPC Management Services Inc. ("WPC Management Services"), WPC GP I Inc. ("WPC"), Jordan Kupinsky ("Mr. Kupinsky"), HJRK Holdings Inc. ("HJRK"), HJR Kupinsky 2013 Family Trust ("HJRK Trust"), Rocco Marcello ("Mr. Marcello") and John Cundari ("Mr. Cundari", and collectively, the "Reporting Persons"). The Reporting Persons are members of a "group" that beneficially owns more than 10% of the shares of common stock of Firefly Neurosciences, Inc. (the "Issuer"). |
| 2. These transactions occurred pursuant to broker-dealer sales conducted in accordance with Rule 144 under the Securities Act of 1933, as amended. |
| 3. The reported securities are held directly by Windsor. Mr. Marcello is Founder, Chairman and Chief Executive Officer of Windsor. Mr. Cundari is President of Windsor. Mr. Kupinsky is Managing Partner of Windsor. WPC is the general partner of Windsor and WPC Management Services is the sole shareholder of WPC. Mr. Marcello, Mr. Cundari and Mr. Kupinsky are the directors of WPC and WPC Management Services. WPC Management Services, WPC, Mr. Kupinsky, Mr. Marcello and Mr. Cundari may be deemed to beneficially own the reported securities. WPC Management Services, WPC, Mr. Kupinsky, Mr. Marcello and Mr. Cundari disclaim beneficial ownership of the securities held directly by Windsor except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of WPC Management Services, WPC, Mr. Kupinsky, Mr. Marcello or Mr. Cundari is a beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| Windsor Private Capital LP, by its General Partner, WPC GP I Inc., /s/ John Cundari, Partner | 10/17/2025 | |
| WPC Management Services Inc., /s/ John Cundari, Partner | 10/17/2025 | |
| WPC GP I Inc., /s/ John Cundari, Partner | 10/17/2025 | |
| /s/ Jordan Kupinsky | 10/17/2025 | |
| HJRK Holdings Inc., /s/ Jordan Kupinsky, President and Director | 10/17/2025 | |
| HJR Kupinsky 2013 Family Trust, by its Trustee, Jordan Kupinsky, /s/ Jordan Kupinsky | 10/17/2025 | |
| /s/ Rocco Marcello | 10/17/2025 | |
| /s/ John Cundari | 10/17/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||