SCHEDULE: Firefly Neuroscience Insiders Trim Stake to 9.7%

Key reporting persons, including Windsor Private Capital LP and Jordan Kupinsky, have reduced their beneficial ownership in Firefly Neuroscience, Inc. through recent open market sales.

Summary

• Reporting persons, including WPC Management Services Inc., WPC GP I Inc., Windsor Private Capital LP, Jordan Kupinsky, HJRK Holdings Inc., Rocco Marcello, and John Cundari, filed an Amendment No. 2 to their Schedule 13D.
• An aggregate of 215,928 Common Shares of Firefly Neuroscience, Inc. were sold by Windsor Private Capital LP between October 16, 2025, and October 22, 2025.
• The sales occurred at prices ranging from $2.0728 to $2.6522 per Common Share.
• As a result of these transactions, the aggregate beneficial ownership of Common Shares by the Reporting Persons decreased.
• Jordan Kupinsky's beneficial ownership now stands at 1,305,533 Common Shares, representing 9.7% of the class.
• Windsor Private Capital LP, WPC Management Services Inc., WPC GP I Inc., Rocco Marcello, and John Cundari each beneficially own 1,236,773 Common Shares, representing 9.2% of the class.
• HJRK Holdings Inc. beneficially owns 68,760 Common Shares, representing 0.5% of the class.
• The percentages are based on 13,448,848 Common Shares outstanding as of September 4, 2025.

Sentiment

Score: 3

Explanation: The sentiment is moderately negative due to significant insider selling by a group of related parties, particularly at declining prices. This action typically signals a lack of confidence or a strategic exit by large shareholders, which can be perceived negatively by the market.

Negatives

• Significant shareholders, including Windsor Private Capital LP and its affiliates, have reduced their stake in the company by selling 215,928 common shares.
• The sales occurred at declining prices, with the latest transaction on October 22, 2025, at $2.0728, significantly lower than the October 16, 2025, price of $2.6522.

Risks

• A decrease in beneficial ownership by key reporting persons may signal a reduction in their confidence in the company's future prospects or a need for liquidity.
• The open market sales could exert downward pressure on the stock price, especially given the declining prices observed during the transaction period.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on changes in beneficial ownership.

Industry Context

This filing is a routine disclosure of changes in beneficial ownership by significant shareholders and does not provide specific insights into broader industry trends or competitive landscape for Firefly Neuroscience, Inc. However, insider selling, especially by a group of related parties, can sometimes be interpreted by the market as a signal regarding the company's near-term prospects relative to the industry.

Related Party Transactions

• Windsor Private Capital LP, WPC Management Services Inc., WPC GP I Inc., Jordan Kupinsky, HJRK Holdings Inc., Rocco Marcello, and John Cundari are identified as Reporting Persons and are related parties through their association with Windsor Private Capital LP. The reported sales of Common Shares were conducted by Windsor Private Capital LP, affecting the aggregate beneficial ownership of this group.

Stakeholder Impact

• Shareholders: The reduction in beneficial ownership by significant investors could be interpreted as a negative signal, potentially leading to decreased investor confidence and downward pressure on the stock price.
• Company Management: While not directly impacting operations, a decrease in large shareholder stakes might prompt questions about long-term strategic alignment and investor support.

Key Dates

Recommendation

The significant reduction in beneficial ownership by a group of related, influential shareholders, coupled with the declining prices at which these sales occurred, suggests a lack of conviction from these insiders. This insider selling, especially by a group associated with management (Jordan Kupinsky is Managing Partner, Rocco Marcello is Founder/Chairman, John Cundari is President of Windsor), often precedes further stock price weakness. Investors should consider this a negative signal and potentially reduce their exposure.

Keywords

Firefly Neuroscience, Schedule 13D/A, beneficial ownership, stock sales, insider selling, Windsor Private Capital, Jordan Kupinsky, common stock, equity stake