Amendment: SEC Form SCHEDULE 13D/A filed by Firefly Neuroscience Inc.
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Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
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) |
10/21/2025 (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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,236,773.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.2 % | ||||||||
| 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 1,236,773 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 13,448,848 Common Shares of the Issuer outstanding as of September 4, 2025.
SCHEDULE 13D
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| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,236,773.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.2 % | ||||||||
| 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 1,236,773 Common Shares of the Issuer held by Windsor Private Capital LP.
In reference to Row 13 above, percentage ownership is based on 13,448,848 Common Shares of the Issuer outstanding as of September 4, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,236,773.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.2 % | ||||||||
| 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 1,236,773 Common Shares of the Issuer.
In reference to Row 13 above, percentage ownership is based on 13,448,848 Common Shares of the Issuer outstanding as of September 4, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,305,533.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 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 1,236,773 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 13,448,848 Common Shares of the Issuer outstanding as of September 4, 2025.
SCHEDULE 13D
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| 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: |
| ||||||||
| 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 13,448,848 Common Shares of the Issuer outstanding as of September 4, 2025.
SCHEDULE 13D
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| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,236,773.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.2 % | ||||||||
| 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 1,236,773 Common Shares of the Issuer held by Windsor Private Capital LP.
In reference to Row 13 above, percentage ownership is based on 13,448,848 Common Shares of the Issuer outstanding as of September 4, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,236,773.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.2 % | ||||||||
| 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 1,236,773 Common Shares of the Issuer held by Windsor Private Capital LP.
In reference to Row 13 above, percentage ownership is based on 13,448,848 Common Shares of the Issuer outstanding as of September 4, 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. 2 (this "Amendment No. 2") to Schedule 13D amends and supplements the Schedule 13D originally filed on August 19, 2024, as amended by Amendment No. 1 thereto filed on October 15, 2025 (the "Schedule 13D"). As used in this Amendment No. 2, 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. 2. | ||
| 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 215,928 Common Shares between October 16, 2025 and October 22, 2025.
As a result of the transactions described herein, the aggregate percentage of Common Shares that the Reporting Persons may be deemed to beneficially own decreased, as disclosed on the cover pages of this Amendment No. 2. | ||
| 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 13,448,848 Common Shares outstanding as of September 4, 2025, as reported in the Issuer's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 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. 2, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less.
Windsor sold 40,139 Common Shares on October 16, 2025 at a price of $2.6522 per Common Share.
Windsor sold 45,036 Common Shares on October 17, 2025 at a price of $2.5462 per Common Share.
Windsor sold 33,500 Common Shares on October 20, 2025 at a price of $2.4570 per Common Share.
Windsor sold 19,222 Common Shares on October 21, 2025 at a price of $2.4004 per Common Share.
Windsor sold 78,031 Common Shares on October 22, 2025 at a price of $2.0728 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.
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