Windtree Therapeutics Secures Series A Funding

TL;DR

Windtree just raised cash via Series A Preferred Stock, expect dilution.

AI Summary

On April 2, 2024, Windtree Therapeutics Inc. entered into a material definitive agreement, specifically a Series A Preferred Stock Purchase Agreement, with an investor. This agreement is expected to result in the issuance of Series A Preferred Stock, creating a direct financial obligation for the company. The filing also notes unregistered sales of equity securities and material modifications to the rights of security holders.

Why It Matters

This funding round is crucial for Windtree Therapeutics' continued development and potential commercialization of its pipeline, impacting its ability to advance therapies.

Risk Assessment

Risk Level: medium — The company is issuing preferred stock, which can lead to dilution for common shareholders and indicates a need for capital, potentially signaling financial challenges.

Key Players & Entities

• Windtree Therapeutics Inc. (company) — Filer of the 8-K
• Series A Preferred Stock Purchase Agreement (agreement) — Material definitive agreement entered into
• Series A Preferred Stock (equity) — To be issued under the purchase agreement

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share WINT The Nasdaq Capital Ma
• $2,300,000 — of Varian and (ii) agreed to pay up to $2,300,000 in milestone payments upon the achievem
• $1.5 million — tes in an aggregate principal amount of $1.5 million (the "Notes") for $1.5 million of gross
• $0.3603 — tes have an initial conversion price of $0.3603 (the "Notes Conversion Price"), which i
• $0 — ce of specified events to no lower than $0.0721, subject to any stock split, stock
• $0.0721 — ificate of Designation to no lower than $0.0721. The Preferred Shares have a stated val
• $1,000 — Preferred Shares have a stated value of $1,000 per share (the "Stated Value"), which e
• $5,500,000 — h equal to an aggregate Stated Value of $5,500,000 as of the Closing Date. Each share of S

Filing Documents

• wint20240405_8k.htm (8-K) — 57KB
• ex_650474.htm (EX-2.1) — 367KB
• ex_650475.htm (EX-3.1) — 315KB
• ex_650476.htm (EX-4.1) — 305KB
• ex_650477.htm (EX-10.1) — 327KB
• ex_650478.htm (EX-10.2) — 154KB
• 0001437749-24-011405.txt ( ) — 1976KB
• wint-20240402.xsd (EX-101.SCH) — 3KB
• wint-20240402_def.xml (EX-101.DEF) — 12KB
• wint-20240402_lab.xml (EX-101.LAB) — 15KB
• wint-20240402_pre.xml (EX-101.PRE) — 12KB
• wint20240405_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase Agreement with Varian Biopharmaceuticals On April 2, 2024, Windtree Therapeutics, Inc., a Delaware corporation (the "Company"), entered into an Asset Purchase Agreement (the "Asset Purchase Agreement"), by and between the Company and Varian Biopharmaceuticals, Inc., a Florida corporation ("Varian"). Capitalized terms used, but not otherwise defined, herein shall have the meaning ascribed to such terms in the Asset Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1. Pursuant to the Asset Purchase Agreement, the Company purchased all of the assets of Varian's business associated with a Licence Agreement, dated as of July 5, 2019, by and between Varian and Cancer Research Technology Limited (the "Licence Agreement"), including the Licence Agreement, all rights in molecules and compounds subject to the Licence Agreement, know-how and inventory of drug substance (the "Transferred Assets"). The Company also assumed all liabilities arising on or after April 2, 2024 (the "Closing Date"), relating to the research, development, manufacturing, registration, commercialization, use, handling, supply, storage, import, export or other disposition or exploitation of any and all products associated with the Transferred Assets. In consideration of the purchase of the Transferred Assets, (i) on April 2, 2024, the Company issued a total of 5,500 shares of the Company's Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), to certain creditors of Varian and (ii) agreed to pay up to $2,300,000 in milestone payments upon the achievement of certain regulatory and clinical development milestones with the Company having the option to pay such milestone payments either in cash or the Company's common stock, par value $0.001 per share (the "Common Stock"). The Asset Purchase Agreement contains customary representations and warranties, covenants, closing con

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 hereby incorporated by reference into this Item 3.02.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The disclosure set forth in Item 5.03 below is hereby incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Pursuant to the Asset Purchase Agreement, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on April 2, 2024 for the purpose of establishing and designating the Series B Preferred Stock. The Certificate of Designation became effective on April 3, 2024. General. The Certificate of Designation authorizes a total of 5,500 shares of Series B Preferred Stock (the "Preferred Shares") with an initial conversion price of $0.3603 (the "Preferred Conversion Price"), which is subject to adjustment as provided in the Certificate of Designation to no lower than $0.0721. The Preferred Shares have a stated value of $1,000 per share (the "Stated Value"), which equal to an aggregate Stated Value of $5,500,000 as of the Closing Date. Each share of Series B Preferred Stock is initially convertible into 15,265 shares of Common Stock, subject to adjustment as provided in the Certificate of Designation. No fractional shares will be issued upon conversion; rather any fractional share will be rounded up to the nearest whole share. Limitation on Beneficial Ownership. In all cases, conversion of the Series B Preferred Stock will be subject to a beneficial ownership limitation, which prevents the conversion of any portion of a holder's Series B Preferred Stock if such conversion would cause the holder, together with its affiliates, to beneficially own more than 4.99% of the outstanding shares of Common Stock after giving effect to the conversion. Voting Rights. Except as required by the Delaware General Corporation Law and the Certificate of Designation, the Series B Preferred Stock have no voting rights. Dividends. From and after April 2, 2024, each holder of a Preferred Share is entitled to receive dividends ("Dividends"), which Dividends shall be computed on the basis of a 360-day year and twelve 30-day months and shall increase the Stated Value of

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Document 2.1* Form of Asset Purchase Agreement by and between Windtree Therapeutics, Inc. and Varian Biopharmaceuticals, Inc., dated April 2, 2024. 3.1 Certificate of Designation of Series B Preferred Stock 4.1 Form of 10% Convertible Note 10.1* Form of Securities Purchase Agreement by and between Windtree Therapeutics, Inc. and the Buyers named therein, dated April 2, 2024. 10.2* Form of Registration Rights Agreement, by and between Windtree Therapeutics, Inc. and the Buyers named therein, dated April 2, 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: April 8, 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