Major Firefly Neuroscience (AIFF) investor trims stake in exit 13D/A

Rhea-AI Filing Summary

Firefly Neuroscience, Inc. shareholder group files an exit Schedule 13D amendment after selling stock. A group including Windsor Private Capital LP, WPC entities, Jordan Kupinsky, HJRK Holdings, Rocco Marcello and John Cundari sold an aggregate of 147,300 common shares between December 31, 2025 and January 30, 2026.

After these open-market sales, Windsor-related entities each report beneficial ownership of 605,421 common shares, or 4.5% of Firefly Neuroscience’s 13,492,928 shares outstanding as of December 2, 2025. Jordan Kupinsky reports 674,181 shares, or 5.0%, including holdings through Windsor and HJRK Holdings. The group states it has ceased to be beneficial owner of more than 5% of the company’s common stock.

Insights

Equity ownership and disclosure analyst

A prior 5%+ holder group reduced its Firefly Neuroscience stake and filed an exit 13D/A.

The filing shows a coordinated reporting group, led by Windsor Private Capital LP and related entities and individuals, disposing of 147,300 Firefly Neuroscience common shares in a series of open-market sales in early 2026. These transactions lowered their collective beneficial ownership.

Post-sales, Windsor-linked entities each report 605,421 shares, or 4.5% of the 13,492,928 Firefly shares outstanding as of December 2, 2025, while Jordan Kupinsky reports 674,181 shares, or 5.0%. The group explicitly characterizes this amendment as an exit filing, indicating it no longer holds more than 5% as a group.

This development mainly affects ownership transparency rather than company operations. Future company filings may show whether other investors increase positions as this shareholder group steps back from a previously larger stake.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Firefly Neuroscience, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

317970101

(CUSIP Number)

Jordan Kupinsky
22 St. Clair Avenue East, Suite 202
Toronto, A6, M4T 2S3
(416) 515-2318

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 317970101

1

Name of reporting person

WPC Management Services Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 605,421.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 605,421.00

11

Aggregate amount beneficially owned by each reporting person

605,421.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

In reference to Rows 8, 10 and 11 above, this amount includes 605,421 shares of common stock ("Common Shares") of Firefly Neurosciences, Inc. (the "Issuer") held by Windsor Private Capital LP. In reference to Row 13 above, percentage ownership is based on 13,492,928 Common Shares of the Issuer outstanding as of December 2, 2025.

SCHEDULE 13D

CUSIP No. 317970101

1

Name of reporting person

WPC GP I Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 605,421.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 605,421.00

11

Aggregate amount beneficially owned by each reporting person

605,421.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

In reference to Rows 8, 10 and 11 above, this amount includes 605,421 Common Shares of the Issuer held by Windsor Private Capital LP. In reference to Row 13 above, percentage ownership is based on 13,492,928 Common Shares of the Issuer outstanding as of December 2, 2025.

SCHEDULE 13D

CUSIP No. 317970101

1

Name of reporting person

Windsor Private Capital LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 605,421.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 605,421.00

11

Aggregate amount beneficially owned by each reporting person

605,421.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

In reference to Rows 8, 10 and 11 above, this amount includes 605,421 Common Shares of the Issuer. In reference to Row 13 above, percentage ownership is based on 13,492,928 Common Shares of the Issuer outstanding as of December 2, 2025.

SCHEDULE 13D

CUSIP No. 317970101

1

Name of reporting person

Jordan Kupinsky

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 674,181.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 674,181.00

11

Aggregate amount beneficially owned by each reporting person

674,181.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

In reference to Rows 8, 10 and 11 above, this amount includes 605,421 Common Shares of the Issuer held by Windsor Private Capital LP, and 68,760 Common Shares held by HJRK Holdings Inc. In reference to Row 13 above, percentage ownership is based on 13,492,928 Common Shares of the Issuer outstanding as of December 2, 2025.

SCHEDULE 13D

CUSIP No. 317970101

1

Name of reporting person

HJRK Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 68,760.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 68,760.00

11

Aggregate amount beneficially owned by each reporting person

68,760.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

In reference to Row 13 above, percentage ownership is based on 13,492,928 Common Shares of the Issuer outstanding as of December 2, 2025.

SCHEDULE 13D

CUSIP No. 317970101

1

Name of reporting person

Rocco Marcello

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 605,421.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 605,421.00

11

Aggregate amount beneficially owned by each reporting person

605,421.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

In reference to Rows 8, 10 and 11 above, this amount includes 605,421 Common Shares of the Issuer held by Windsor Private Capital LP. In reference to Row 13 above, percentage ownership is based on 13,492,928 Common Shares of the Issuer outstanding as of December 2, 2025.

SCHEDULE 13D

CUSIP No. 317970101

1

Name of reporting person

John Cundari

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 605,421.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 605,421.00

11

Aggregate amount beneficially owned by each reporting person

605,421.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

In reference to Rows 8, 10 and 11 above, this amount includes 605,421 Common Shares of the Issuer held by Windsor Private Capital LP. In reference to Row 13 above, percentage ownership is based on 13,492,928 Common Shares of the Issuer outstanding as of December 2, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Firefly Neuroscience, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1100 MILITARY ROAD, KENMORE, NEW YORK , 14217.
Item 1 Comment: This Amendment No. 6 (this "Amendment No. 6") to Schedule 13D amends and supplements the Schedule 13D originally filed on August 19, 2024, as amended by Amendment No. 1 filed on October 15, 2025, Amendment No. 2 filed on October 23, 2025, Amendment No. 3 filed on November 7, 2025, Amendment No. 4 filed on December 9, 2025 and Amendment No. 5 filed on December 31, 2025 (the "Schedule 13D"). As used in this Amendment No. 6, the term "Reporting Persons" collectively refers to: WPC Management Services Inc., a corporation formed under the laws of Ontario, Canada ("WPC Management"); WPC GP I Inc., a corporation formed under the laws of Ontario, Canada ("WPC"); Windsor Private Capital LP, a limited partnership formed under the laws of Ontario, Canada ("Windsor"); Jordan Kupinsky, a Canadian citizen ("Mr. Kupinsky"), Managing Partner of Windsor; HJRK Holdings Inc., a corporation formed under the laws of Ontario, Canada ("HJRK"); Rocco Marcello, a Canadian citizen ("Mr. Marcello"), Founder, Chairman and Executive Officer of Windsor; and John Cundari, a Canadian citizen ("Mr. Cundari"), President of Windsor. Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 6.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Items 4 and 5 is hereby incorporated by reference into Item 3.
Item 4.	Purpose of Transaction
	As further described in Item 5(c) below, the Reporting Persons sold an aggregate of 147,300 Common Shares between December 31, 2025 and January 30, 2026. As a result of the transactions described herein, the Reporting Persons have ceased to be the beneficial owners of more than 5% of the outstanding Common Shares, as disclosed on the cover pages of this Amendment No. 6. Accordingly, the filing of this Amendment No. 6 constitutes an exit filing for the Reporting Persons.
Item 5.	Interest in Securities of the Issuer
(a)	The information relating to the beneficial ownership of the Common Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 13,492,928 Common Shares outstanding as of December 2, 2025, as reported in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 3, 2025.
(b)	See (a).
(c)	The Reporting Persons effected the following transactions in the open market in the Common Shares on the dates indicated, and such transactions are the only transactions in the Common Shares by the Reporting Persons in the sixty days preceding the filing of this Amendment No. 6, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less. Windsor sold 5,400 Common Shares on January 2, 2026 at a price of $0.8937 per Common Share. Windsor sold 25,000 Common Shares on January 3, 2026 at a price of $1.0660 per Common Share. Windsor sold 14,800 Common Shares on January 6, 2026 at a price of $1.1095 per Common Share. Windsor sold 10,800 Common Shares on January 7, 2026 at a price of $1.0748 per Common Share. Windsor sold 10,000 Common Shares on January 8, 2026 at a price of $1.0919 per Common Share. Windsor sold 8,300 Common Shares on January 9, 2026 at a price of $1.1255 per Common Share. Windsor sold 4,400 Common Shares on January 12, 2026 at a price of $1.0972 per Common Share. Windsor sold 9,200 Common Shares on January 14, 2026 at a price of $1.0273 per Common Share. Windsor sold 7,500 Common Shares on January 15, 2026 at a price of $1.0401 per Common Share. Windsor sold 3,800 Common Shares on January 16, 2026 at a price of $1.0426 per Common Share. Windsor sold 5,600 Common Shares on January 20, 2026 at a price of $1.0042 per Common Share. Windsor sold 6,300 Common Shares on January 21, 2026 at a price of $1.0114 per Common Share. Windsor sold 6,200 Common Shares on January 22, 2026 at a price of $1.0445 per Common Share. Windsor sold 4,600 Common Shares on January 23, 2026 at a price of $1.0309 per Common Share. Windsor sold 2,700 Common Shares on January 26, 2026 at a price of $1.0107 per Common Share. Windsor sold 3,400 Common Shares on January 27, 2026 at a price of $0.9785 per Common Share. Windsor sold 6,000 Common Shares on January 28, 2026 at a price of $0.9534 per Common Share. Windsor sold 7,200 Common Shares on January 29, 2026 at a price of $0.90311 per Common Share. Windsor sold 6,100 Common Shares on January 30, 2026 at a price of $0.88561 per Common Share.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

WPC Management Services Inc.

Signature:	/s/ John Cundari
Name/Title:	John Cundari, Partner
Date:	01/30/2026

WPC GP I Inc.

Signature:	/s/ John Cundari
Name/Title:	John Cundari, Partner
Date:	01/30/2026

Windsor Private Capital LP

Signature:	/s/ John Cundari
Name/Title:	John Cundari, Partner, WPC GP I Inc., as general partner of Windsor Private Capital LP
Date:	01/30/2026

Jordan Kupinsky

Signature:	/s/ JORDAN KUPINSKY
Name/Title:	JORDAN KUPINSKY
Date:	01/30/2026

HJRK Holdings Inc.

Signature:	/s/ Jordan Kupinsky
Name/Title:	Jordan Kupinsky, President and Director
Date:	01/30/2026

Rocco Marcello

Signature:	/s/ ROCCO MARCELLO
Name/Title:	ROCCO MARCELLO
Date:	01/30/2026

John Cundari

Signature:	/s/ JOHN CUNDARI
Name/Title:	JOHN CUNDARI
Date:	01/30/2026

FAQ

What does the Firefly Neuroscience (AIFF) Schedule 13D/A Amendment No. 6 report?

The amendment reports that a group led by Windsor Private Capital LP reduced its Firefly Neuroscience holdings. After selling 147,300 common shares in open-market transactions, the group states it has ceased to be the beneficial owner of more than 5% of the company’s outstanding common stock.

How many Firefly Neuroscience (AIFF) shares did the reporting group sell?

The reporting group sold an aggregate of 147,300 Firefly Neuroscience common shares. These sales occurred in multiple open-market transactions between December 31, 2025 and January 30, 2026, at per-share prices generally around one dollar, as detailed individually in Item 5(c) of the filing.

What is Windsor Private Capital LP’s remaining ownership in Firefly Neuroscience (AIFF)?

Windsor Private Capital LP and related WPC entities each report beneficial ownership of 605,421 Firefly Neuroscience common shares. This represents 4.5% of the 13,492,928 common shares outstanding as of December 2, 2025, according to the percentages disclosed on their respective cover pages.

What is Jordan Kupinsky’s reported stake in Firefly Neuroscience (AIFF)?

Jordan Kupinsky reports beneficial ownership of 674,181 Firefly Neuroscience common shares, equal to 5.0% of shares outstanding. This total includes 605,421 shares held by Windsor Private Capital LP and 68,760 shares held by HJRK Holdings Inc., as described in the ownership footnote language.

Why is Amendment No. 6 characterized as an exit filing for Firefly Neuroscience (AIFF)?

The amendment is an exit filing because, after selling 147,300 shares, the reporting persons collectively ceased being beneficial owners of more than 5% of Firefly’s common stock. Crossing below the 5% threshold triggers a final Schedule 13D amendment to update public ownership records.

Over what period did Firefly Neuroscience (AIFF) share sales by Windsor occur?

Windsor’s Firefly Neuroscience share sales occurred between January 2, 2026 and January 30, 2026. The filing lists individual trades on multiple trading days, including blocks such as 25,000 shares at $1.0660 and 14,800 shares at $1.1095 per share, among numerous smaller transactions.