Sec Form 3 Filing - Windsor Private Capital LP @ FIREFLY NEUROSCIENCE, INC. - 2024-08-12

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Windsor Private Capital LP 2. Issuer Name and Ticker or Trading Symbol FIREFLY NEUROSCIENCE, INC. [ AIFF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 22 ST. CLAIR AVENUE EAST, SUITE 202 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2024 (Street) TORONTO, A6M4T 2S3 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 1,522,909 I See Footnote ( 2 ) Common Stock ( 1 ) 68,761 I See Footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants ( 1 ) $ 0 ( 4 ) ( 4 ) Common Stock 114,081 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Windsor Private Capital LP 22 ST. CLAIR AVENUE EAST SUITE 202 TORONTO, A6M4T 2S3 X WPC Management Services Inc. 22 ST. CLAIR AVENUE EAST SUITE 202 TORONTO, A6M4T 2S3 X WPC GP I Inc. 22 ST. CLAIR AVENUE EAST SUITE 202 TORONTO, A6M4T 2S3 X Kupinsky Jordan 395 BROOKE AVENUE TORONTO, A6M5M 2L5 X HJRK Holdings Inc. 395 BROOKE AVENUE TORONTO, A6M5M 2L5 X HJR Kupinsky 2013 Family Trust 395 BROOKE AVENUE TORONTO, A6M5M 2L5 X Marcello Rocco 22 ST. CLAIR AVENUE EAST SUITE 202 TORONTO, A6M4T 2S3 X Cundari John 22 ST. CLAIR AVENUE EAST SUITE 202 TORONTO, A6M4T 2S3 X Signatures Windsor Private Capital LP, by its General Partner, WPC GP I Inc., /s/ John Cundari, Partner 08/22/2024 Signature of Reporting Person Date WPC Management Services Inc., /s/ John Cundari, Partner 08/22/2024 Signature of Reporting Person Date WPC GP I Inc., /s/ John Cundari, Partner 08/22/2024 Signature of Reporting Person Date /s/ Jordan Kupinsky 08/22/2024 Signature of Reporting Person Date HJRK Holdings Inc., /s/ Jordan Kupinsky, President and Director 08/22/2024 Signature of Reporting Person Date HJR Kupinsky 2013 Family Trust, by its Trustee, Jordan Kupinsky, /s/ Jordan Kupinsky 08/22/2024 Signature of Reporting Person Date /s/ Rocco Marcello 08/22/2024 Signature of Reporting Person Date /s/ John Cundari 08/22/2024 Signature of Reporting Person Date

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.

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 4(b)(v).

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