Windtree Therapeutics Files 8-K Amendment

TL;DR

Windtree filed an amendment to its 8-K on Jan 24th regarding a material agreement and equity sales.

AI Summary

Windtree Therapeutics, Inc. filed an amendment (8-K/A) on February 14, 2025, to its report originally filed on January 24, 2025. The amendment pertains to an entry into a material definitive agreement, unregistered sales of equity securities, and other events that occurred on January 24, 2025. Specific details regarding the agreement and sales are not provided in this excerpt.

Why It Matters

This amendment provides updated or corrected information regarding significant corporate events, which is crucial for investors to have accurate and timely details about the company's material agreements and equity transactions.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings can indicate corrections or additions to previously disclosed material information, suggesting potential complexities or changes in the company's reported events.

Key Numbers

• 001-39290 — SEC File Number (Identifies the company's filing with the SEC.)
• 94-3171943 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• Windtree Therapeutics, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• 001-39290 (company_id) — SEC File Number
• 94-3171943 (company_id) — IRS Employer Identification Number
• January 24, 2025 (date) — Date of earliest event reported
• February 14, 2025 (date) — Filing date of the amendment

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share WINT The Nasdaq Capital Ma
• $0.1608 — ch share of Series C Preferred Stock to $0.1608 (the "Transaction") pursuant to the Cer

Filing Documents

• wint20250214_8ka.htm (8-K/A) — 28KB
• 0001437749-25-004055.txt ( ) — 165KB
• wint-20250124.xsd (EX-101.SCH) — 3KB
• wint-20250124_def.xml (EX-101.DEF) — 12KB
• wint-20250124_lab.xml (EX-101.LAB) — 16KB
• wint-20250124_pre.xml (EX-101.PRE) — 12KB
• wint20250214_8ka_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. To the extent required by this Item 1.01, the disclosure set forth under Item 8.01 is hereby incorporated into this Item 1.01 by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. To the extent required by this Item 3.02, the disclosure set forth under Item 8.01 is hereby incorporated into this Item 3.02 by reference.

01. Other Events

Item 8.01. Other Events. As previously reported, on January 24, 2025, the Company contacted all holders of the Company's Series C Convertible Preferred Stock, par value $0.001 (the "Series C Preferred Stock"), and notified them that the Company has decided to offer to reduce the Conversion Price as defined in the Series C Certificate of Designation (as defined below) of each share of Series C Preferred Stock to $0.1608 (the "Transaction") pursuant to the Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock of Windtree Therapeutics, Inc. filed with the Secretary of State of the State of Delaware on July 19, 2024 (the "Series C Certificate of Designation"). In exchange for signing the conversion notice (each a "Conversion Notice") with the reduced Conversion Price offered by the Company, the holder of Series C Preferred Stock and the Company agreed to certain forbearance terms for claims arising up to and through April 30, 2025, under the Securities Purchase Agreements entered into on or about July 18, 2024 and on or about July 26, 2024, as applicable, the Registration Rights Agreements entered into on or about July 20, 2024 and on or about July 26, 2025, as applicable, the Warrants entered into on July 20, 2024, and all other transaction documents entered into with respect to the Series C Preferred Stock. The Conversion Notice stated that it must be signed by the holder and returned to the Company no later than 5:00 p.m. Eastern Time on January 31, 2025. Pursuant to the Transaction, approximately 1,895 shares of Series C Preferred Stock were converted into 11,792,305 shares of the Company's common stock at the reduced Conversion Price. In connection with the Transaction, and pursuant to the terms of the warrant agreement, the exercise price of the common stock purchase warrants originally issued in connection with the Series C Preferred Stock was reduced to $0.1608 effective January 24, 2025. The foregoing is only a summar

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Windtree Therapeutics, Inc. By: /s/ Jed Latkin Name: Jed Latkin Title: President and Chief Executive Officer Date: February 14, 2025

View Full Filing

View this 8-K/A filing on SEC EDGAR