Form 4: Windsor Private Capital Exits 10% Stake in Firefly Neuroscience

Windsor Private Capital LP and its affiliated entities have sold a significant portion of their common stock in Firefly Neuroscience, Inc., ceasing to be a 10% beneficial owner.

Summary

• Windsor Private Capital LP and a group of affiliated entities and individuals (the "Reporting Persons") have reported sales of common stock in Firefly Neuroscience, Inc. [AIFF].
• The Reporting Persons, who previously constituted a group beneficially owning more than 10% of the Issuer's common stock, conducted three separate sales transactions.
• On October 20, 2025, 33,500 shares were sold at a price of $2.457 per share.
• On October 21, 2025, an additional 19,222 shares were sold at $2.4004 per share.
• On October 22, 2025, 78,031 shares were sold at $2.0727 per share.
• Following these transactions, the Reporting Persons collectively own 1,236,773 shares indirectly through Windsor Private Capital LP.
• This filing represents an 'exit filing' as the Reporting Persons are no longer beneficial owners of more than 10% of Firefly Neuroscience, Inc.'s securities.
• The transactions were conducted pursuant to broker-dealer sales in accordance with Rule 144 under the Securities Act of 1933.

Sentiment

Score: 3

Explanation: The sentiment is negative due to a significant insider group, including directors and a 10% owner, divesting a substantial portion of their holdings and ceasing to be a 10% owner. This often signals a lack of confidence or a strategic exit, which can be interpreted as a bearish indicator for the stock.

Negatives

• A significant group of 10% owners, including directors, has divested a substantial portion of their holdings, reducing their stake below the 10% threshold.
• The average sale price for the shares decreased over the three transaction days, from $2.457 to $2.0727, potentially indicating downward price pressure or a willingness to sell at lower valuations.

Risks

• The divestment by a major shareholder group, including directors, could signal a lack of confidence in the company's future prospects or a strategic shift away from the investment.
• Increased selling pressure on the stock due to the large volume of shares sold by a significant insider group.

Future Outlook

NA

Management Comments

• The Reporting Persons are members of a 'group' that beneficially owns more than 10% of the shares of common stock of Firefly Neurosciences, Inc.
• 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 this filing represents an exit filing for the Reporting Persons.
• 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.

Industry Context

NA

Related Party Transactions

• The reported sales of common stock were conducted by a group of related parties, including Windsor Private Capital LP, its general partner and management services entity, and several individuals (Jordan Kupinsky, Rocco Marcello, John Cundari) who are directors and/or managing partners of Windsor, along with their affiliated trusts and holdings companies. This constitutes insider selling by a significant shareholder group.

Stakeholder Impact

• Shareholders may react negatively to the news of a major insider group, including directors, significantly reducing their stake and exiting their 10% ownership position, potentially leading to a decrease in share price.
• The divestment could raise questions among investors about the long-term prospects of Firefly Neuroscience, Inc. and the confidence of its key stakeholders.

Key Dates

Recommendation

The divestment by a significant 10% owner group, which includes directors, and their subsequent 'exit filing' is a strong negative signal. Such a move typically indicates a lack of conviction in the company's future performance from those with intimate knowledge of its operations. This action could lead to increased selling pressure and a decline in share price, making a 'sell' recommendation prudent for investors seeking to mitigate potential losses or reallocate capital.

Keywords

Firefly Neuroscience, AIFF, Windsor Private Capital, Insider Selling, Form 4, Beneficial Ownership, Equity Sales, Director Sales, 10% Owner, Exit Filing