Form SC 13G - Statement of Beneficial Ownership by Certain Investors

Names of Reporting Persons

Roxy Capital Corp

Check the appropriate box if a member of a Group (see instructions)

(a) ☐ (b) ☐

Sec Use Only

Citizenship or Place of Organization

Cayman Islands

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

FIREFLY NEUROSCIENCE, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

317970101

(CUSIP Number)

August 12, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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, as amended (“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).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:

Rick Werner, Esq.

Haynes and Boone, LLP

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

(212) 659-7300

SCHEDULE 13G

CUSIP No. 317970101

Item 1.

(a)

Name of Issuer:

Firefly Neuroscience, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

1100 Military Road

Kenmore, NY 14217

Item 2.

(a)

Name of Person Filing:

Roxy Capital Corp

(b)

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of the reporting person is 20 Canal Beach, Old Fort Bay, P.O. Box N7776, Nassau, Bahamas 00000.

(c)

Citizenship:

See Item 4 on the cover page(s) hereto.

(d)

Title and Class of Securities:

Common Stock, par value $0.0001 per share (“Common Stock”)

(e)

CUSIP No.:

317970101

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under Section 15 of the Act;

(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

Item 4.

Ownership

(a)

Amount Beneficially Owned as of the time of filing: See Item 9 on the cover pages(s) hereto.

(b)

Percent of Class as of the time of filing: See Item 11 on the cover page(s) hereto.

(c)

As of the time of filing, number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.

(ii)

Shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.

(iv)

Shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of more than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Not applicable

Item 8.

Identification and classification of members of the group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under § 240.14a-11.

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.

Dated: August 21, 2024