New insider Windsor Private Capital Lp claimed ownership of 1,591,670 shares (SEC Form 3)
$AIFF
Computer Software: Prepackaged Software
Technology
| 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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/12/2024 |
3. Issuer Name and Ticker or Trading Symbol
FIREFLY NEUROSCIENCE, INC. [ AIFF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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. | ||