Firefly Neuroscience insider group trims stake below 10% after sales

Rhea-AI Filing Summary

Firefly Neuroscience (AIFF): A reporting group led by Windsor Private Capital disclosed open‑market sales of common stock under Rule 144. On 10/20/2025 they sold 33,500 shares at $2.457; on 10/21/2025 they sold 19,222 shares at $2.4004; and on 10/22/2025 they sold 78,031 shares at $2.0727.

Following these transactions, the group states it is no longer a beneficial owner of more than 10% of the company’s securities. After the final sale, 1,236,773 shares were beneficially owned indirectly, held through Windsor, per the filing footnotes.

Insights

Insider transactions & ownership structure analyst

Large holder sold shares over three days and fell below 10%.

The filing lists three Rule 144 sales of AIFF common stock: 33,500 shares at $2.457 on 10/20/2025, 19,222 shares at $2.4004 on 10/21/2025, and 78,031 shares at $2.0727 on 10/22/2025. These are open‑market broker‑dealer transactions.

Footnotes state the reporting persons are now below the 10% beneficial ownership threshold and characterize this as an exit filing. The reported holdings are indirect via Windsor, with 1,236,773 shares beneficially owned following the last transaction.

Changes in large‑holder status can affect float dynamics, but actual impact depends on future trading by holders and broader market conditions.

SEC Form 4

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

OMB APPROVAL

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X

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^*

Windsor Private Capital LP

(Last) (First) (Middle)

22 ST. CLAIR AVENUE EAST

SUITE 202

(Street)

TORONTO A6 M4T 2S3

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIREFLY NEUROSCIENCE, INC. [ AIFF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)	10/20/2025		S(2)		33,500	D	$2.457	1,334,026	I	See footnote(3)
Common Stock(1)	10/21/2025		S(2)		19,222	D	$2.4004	1,314,804	I	See footnote(3)
Common Stock(1)	10/22/2025		S(2)		78,031	D	$2.0727	1,236,773	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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^*

Windsor Private Capital LP

(Last) (First) (Middle)

22 ST. CLAIR AVENUE EAST

SUITE 202

(Street)

TORONTO A6 M4T 2S3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WPC Management Services Inc.

(Last) (First) (Middle)

22 ST. CLAIR AVENUE EAST

SUITE 202

(Street)

TORONTO A6 M4T 2S3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WPC GP I Inc.

(Last) (First) (Middle)

22 ST. CLAIR AVENUE EAST

SUITE 202

(Street)

TORONTO A6 M4T 2S3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kupinsky Jordan

(Last) (First) (Middle)

395 BROOKE AVENUE

(Street)

TORONTO A6 M5M 2L5

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HJRK Holdings Inc.

(Last) (First) (Middle)

395 BROOKE AVENUE

(Street)

TORONTO A6 M5M 2L5

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HJR Kupinsky 2013 Family Trust

(Last) (First) (Middle)

395 BROOKE AVENUE

(Street)

TORONTO A6 M5M 2L5

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Marcello Rocco

(Last) (First) (Middle)

22 ST. CLAIR AVENUE EAST

SUITE 202

(Street)

TORONTO A6 M4T 2S3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Cundari John

(Last) (First) (Middle)

22 ST. CLAIR AVENUE EAST

SUITE 202

(Street)

TORONTO A6 M4T 2S3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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. Following these transactions, the Reporting Persons are no longer beneficial owners of more than 10% of the Issuer's securities and as such, this filing represents an exit filing for the Reporting Persons.

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	10/22/2025
	WPC Management Services Inc., /s/ John Cundari, Partner	10/22/2025
	WPC GP I Inc., /s/ John Cundari, Partner	10/22/2025
	/s/ Jordan Kupinsky	10/22/2025
	HJRK Holdings Inc., /s/ Jordan Kupinsky, President and Director	10/22/2025
	HJR Kupinsky 2013 Family Trust, by its Trustee, Jordan Kupinsky, /s/ Jordan Kupinsky	10/22/2025
	/s/ Rocco Marcello	10/22/2025
	/s/ John Cundari	10/22/2025
	** 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.
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FAQ

What insider activity did AIFF report?

A reporting group sold common stock in three Rule 144 transactions on 10/20/2025, 10/21/2025, and 10/22/2025.

How many AIFF shares were sold on each date?

33,500 shares at $2.457 on 10/20/2025; 19,222 shares at $2.4004 on 10/21/2025; 78,031 shares at $2.0727 on 10/22/2025.

Is the reporting group still a 10% owner of AIFF?

No. The filing states they are no longer beneficial owners of more than 10% of the issuer’s securities.

How many AIFF shares were beneficially owned after the final transaction?

1,236,773 shares were beneficially owned indirectly following the 10/22/2025 sale.

Who holds the reported AIFF shares indirectly?

The filing notes the shares are held directly by Windsor Private Capital LP, with related entities and individuals as described in the footnotes.

Under what rule were the AIFF share sales executed?

The sales were conducted in accordance with Rule 144 under the Securities Act of 1933.