SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


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
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
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. Date of Event Requiring Statement (Month/Day/Year)
08/12/2024 		3. Issuer Name and Ticker or Trading Symbol
FIREFLY NEUROSCIENCE, INC. [ AIFF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1) 1,522,909 I See Footnote(2)
Common Stock(1) 68,761 I See Footnote(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants(1) (4) (4) Common Stock 114,081 0 I See Footnote(5)
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)
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)
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)
1. Name and Address of Reporting Person*
Kupinsky Jordan
(Last) (First) (Middle)
395 BROOKE AVENUE
(Street)
TORONTO A6 M5M 2L5
(City) (State) (Zip)
1. Name and Address of Reporting Person*
HJRK Holdings Inc.
(Last) (First) (Middle)
395 BROOKE AVENUE
(Street)
TORONTO A6 M5M 2L5
(City) (State) (Zip)
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)
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)
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)
Explanation of Responses:
1. This Form 3 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. 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.
3. The reported securities are held directly by HJRK. Mr. Kupinsky and HJRK Trust are the shareholders of HJRK and may be deemed to beneficially own the reported securities. Mr. Kupinsky and HJRK Trust disclaim beneficial ownership of the securities held directly by HJRK except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that either of Mr. Kupinsky or HJRK Trust is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
4. The warrants are currently exercisable to purchase shares of common stock of the Issuer. 89,863 warrants are exercisable until June 15, 2028. 12,827 warrants are exercisable until February 17, 2026. 11,391 warrants are exercisable until July 5, 2025.
5. The reported securities are held directly by Windsor. 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 08/22/2024
WPC Management Services Inc., /s/ John Cundari, Partner 08/22/2024
WPC GP I Inc., /s/ John Cundari, Partner 08/22/2024
/s/ Jordan Kupinsky 08/22/2024
HJRK Holdings Inc., /s/ Jordan Kupinsky, President and Director 08/22/2024
HJR Kupinsky 2013 Family Trust, by its Trustee, Jordan Kupinsky, /s/ Jordan Kupinsky 08/22/2024
/s/ Rocco Marcello 08/22/2024
/s/ John Cundari 08/22/2024
** 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 5 (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.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.