SCHEDULE 13D/A: Firefly Neuroscience Major Shareholder Reduces Stake

Windsor Private Capital and affiliated entities have significantly reduced their beneficial ownership in Firefly Neuroscience, Inc. by selling 185,800 common shares.

Summary

• Reporting Persons, including Windsor Private Capital LP and its affiliates, sold an aggregate of 185,800 Common Shares of Firefly Neuroscience, Inc. in open market transactions.
• These sales occurred between December 10, 2025, and December 31, 2025, at prices ranging from $1.7121 down to $0.8700 per share.
• The transactions resulted in a decrease in the aggregate percentage of Common Shares beneficially owned by the Reporting Persons.
• As of December 2, 2025, based on 13,492,928 outstanding Common Shares, Windsor Private Capital LP, WPC Management Services Inc., WPC GP I Inc., Rocco Marcello, and John Cundari each beneficially own 752,721 Common Shares, representing 5.6% of the class.
• Jordan Kupinsky, Managing Partner of Windsor, beneficially owns 821,481 Common Shares, representing 6.1% of the class, which includes shares held by Windsor and HJRK Holdings Inc.
• HJRK Holdings Inc. beneficially owns 68,760 Common Shares, representing 0.5% of the class.

Sentiment

Score: 3

Explanation: The filing indicates a significant reduction in ownership by a major investor group, with sales occurring at declining prices. This suggests a negative sentiment from a key shareholder and could be perceived as a bearish signal for the stock.

Negatives

• A significant reduction in beneficial ownership by a major institutional investor group (185,800 shares sold) indicates a potential loss of confidence.
• Sales occurred at progressively lower prices, ranging from $1.7121 on December 10, 2025, down to $0.8700 on December 31, 2025, suggesting a declining market price during the selling period.
• The aggregate percentage of Common Shares beneficially owned by the Reporting Persons decreased.

Risks

• The reduction in ownership by a significant shareholder group could signal a lack of confidence in the company's future prospects or valuation.
• Large-scale selling by institutional investors can exert downward pressure on the stock price.

Future Outlook

NA

Industry Context

This filing primarily concerns changes in beneficial ownership by a specific investor group and does not provide broader industry context or trends for the neuroscience sector.

Stakeholder Impact

• Shareholders: Existing shareholders may experience downward pressure on the stock price due to the selling activity and potential loss of confidence from a major investor's reduced stake.
• Company Management: May face questions regarding the reasons for the significant shareholder's divestment.

Key Dates

Recommendation

The substantial reduction in stake by a major institutional investor group, Windsor Private Capital, coupled with the declining sale prices from $1.71 to $0.87 over a short period, signals a lack of confidence and potential further downside. This divestment by a sophisticated investor suggests a negative outlook on Firefly Neuroscience's near-term prospects or valuation, making a 'sell' recommendation prudent for investors.

Keywords

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