Windtree Therapeutics Sells Unregistered Equity, Raises Capital

TL;DR

**Windtree just sold more stock, likely diluting current shares but getting cash to keep going.**

AI Summary

On January 24, 2024, Windtree Therapeutics, Inc. entered into a material definitive agreement and made unregistered sales of equity securities. This indicates the company is raising capital, likely to fund its operations or drug development, which could dilute existing shareholders' ownership but also provide necessary funding to advance its biological products. For investors, this means potential dilution but also a lifeline for the company's future projects.

Why It Matters

This filing signals Windtree Therapeutics is securing funding, which is crucial for a biotech company's survival and drug development, but it also means new shares are being issued, potentially diluting the value of current holdings.

Risk Assessment

Risk Level: medium — The sale of unregistered equity securities often indicates a need for capital, which can be a positive for funding operations but carries the risk of dilution for existing shareholders.

Analyst Insight

A smart investor would monitor subsequent filings for details on the material definitive agreement and the terms of the unregistered equity sales to assess the extent of dilution and the strategic use of the new capital. This information is crucial for evaluating the company's financial health and future prospects.

Key Players & Entities

• Windtree Therapeutics, Inc. (company) — the registrant filing the 8-K
• January 24, 2024 (date) — date of earliest event reported
• 001-39290 (other) — Commission File Number
• 94-3171943 (other) — I.R.S. Employer Identification No.
• 2600 Kelly Road, Suite 100, Warrington, Pennsylvania 18976 (other) — Address of principal executive offices
• (215) 488-9300 (other) — Registrant’s telephone number

Forward-Looking Statements

• Windtree Therapeutics will likely use the capital raised from the unregistered sales of equity securities to fund ongoing research and development for its biological products. (Windtree Therapeutics, Inc.) — medium confidence, target: 2024-12-31

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share   WINT   The
• $15,000,000 — achieved, could potentially total up to $15,000,000.   Pursuant to the Exchange and
• $200,000 — for (i) cash in the aggregate amount of $200,000, $100,000 of which was paid on January
• $100,000 — sh in the aggregate amount of $200,000, $100,000 of which was paid on January 24, 2024 a

Filing Documents

• wint20240124_8k.htm (8-K) — 30KB
• ex_619061.htm (EX-10.1) — 136KB
• ex_619062.htm (EX-10.2) — 62KB
• 0001437749-24-002120.txt ( ) — 398KB
• wint-20240124.xsd (EX-101.SCH) — 3KB
• wint-20240124_def.xml (EX-101.DEF) — 11KB
• wint-20240124_lab.xml (EX-101.LAB) — 15KB
• wint-20240124_pre.xml (EX-101.PRE) — 11KB
• wint20240124_8k_htm.xml (XML) — 3KB

01           Entry into a Material Definitive Agreement

Item 1.01           Entry into a Material Definitive Agreement.   On January 24, 2024, Windtree Therapeutics, Inc. (the " Company ") and affiliates of Deerfield Management Company, L.P. (collectively, " Deerfield ") entered into an Exchange and Termination Agreement (the " Exchange and Termination Agreement "). As previously disclosed, the Company and Deerfield previously entered into an Exchange and Termination Agreement on October 27, 2017 (the " Milestone Agreement "). Pursuant to the Milestone Agreement, among other things, Deerfield had the right to receive certain milestone payments (the " Milestone Payments ") based on achievement of specified development and commercial milestones related to the Company's AEROSURF development program, which, if achieved, could potentially total up to $15,000,000.   Pursuant to the Exchange and Termination Agreement, Deerfield agreed to terminate its rights to receive the Milestone Payments and all related rights and obligations in respect of such Milestone Payments in exchange for (i) cash in the aggregate amount of $200,000, $100,000 of which was paid on January 24, 2024 and $100,000 of which will be paid no later than the earlier to occur of (a) January 24, 2025 and (b) the Company receiving a specified amount of gross proceeds from debt or equity financings occurring on or after January 24, 2024, and (ii) an aggregate of 608,272 shares of the Company's common stock, par value $0.001 per share (" Common Stock "). The shares of Common Stock were issued to Deerfield in a transaction exempt from registration pursuant Section 4(a)(2) of the Securities Act of 1933.   Contemporaneously with the execution of the Exchange and Termination Agreement, the Company and Deerfield entered into a Registration Rights Agreement (the " Registration Rights Agreement ") pursuant to which the Company has agreed to, among other matters, register for resale with the Securities and

02           Unregistered Sales of Equity Securities

Item 3.02           Unregistered Sales of Equity Securities.   The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.  

01           Financial Statements and Exhibits

Item 9.01           Financial Statements and Exhibits.   (d) Exhibits   The following exhibits are being filed herewith:   Exhibit No.   Document       10.1*   Exchange and Termination Agreement, by and between the Company and affiliates of Deerfield Management Company, L.P., effective upon January 24, 2024.       10.2   Registration Rights Agreement, by and between the Company and affiliates of Deerfield Management Company, L.P., effective upon January 24, 2024.       104   Cover Page Interactive Data File (embedded within the Inline XBRL document).   * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. Certain portions of this exhibit have been omitted because they are not material and the registrant customarily and actually treats that information as private or confidential.        

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.   Date: January 25, 2024 Windtree Therapeutics, Inc.             By: /s/ Craig E. Fraser     Name: Craig E. Fraser     Title: President and Chief Executive Officer      

View Full Filing

View this 8-K filing on SEC EDGAR