Windtree Therapeutics Files 8-K on Security Holder Rights

TL;DR

Windtree Therapeutics filed an 8-K today, potentially changing security holder rights and bylaws. Check for details.

AI Summary

On April 19, 2024, Windtree Therapeutics, Inc. filed an 8-K to report material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits. The company, formerly known as Discovery Laboratories Inc., is incorporated in Delaware and has its principal business address in Warrington, PA.

Why It Matters

This filing indicates potential changes affecting the rights of Windtree Therapeutics' security holders and updates to its corporate governance documents, which could impact investors.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and corporate bylaws can introduce uncertainty and potential changes in the company's structure or obligations.

Key Numbers

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

Key Players & Entities

• Windtree Therapeutics, Inc. (company) — Registrant
• Discovery Laboratories Inc. (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• Warrington, PA (location) — Business address
• April 19, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — h Registered Common Stock , par value $0.001 per share WINT The Nasdaq Capital Ma

Filing Documents

• wint20240417_8k.htm (8-K) — 32KB
• ex_655800.htm (EX-3.1) — 11KB
• 0001437749-24-012577.txt ( ) — 179KB
• wint-20240419.xsd (EX-101.SCH) — 3KB
• wint-20240419_def.xml (EX-101.DEF) — 12KB
• wint-20240419_lab.xml (EX-101.LAB) — 15KB
• wint-20240419_pre.xml (EX-101.PRE) — 12KB
• wint20240417_8k_htm.xml (XML) — 3KB

03

Item 3.03 Material Modifications to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously reported in the Current Report on Form 8-K filed by Windtree Therapeutics, Inc. (the "Company") with the Securities and Exchange Commission on April 10, 2024, at a special meeting of stockholders held on April 10, 2024, the Company's stockholders granted the Company's Board of Directors (the "Board") the discretion to effect a reverse stock split of its issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock") through an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation at a ratio of any whole number between 1-for-5 and 1-for-25, with such ratio to be determined by the Board. Subsequently, the Board determined to effect a reverse split of the Common Stock at a ratio of 1-for-18. On April 18, 2024, the Company announced that it intends to effect a reverse stock split (the "Reverse Stock Split") of the Common Stock at a ratio of one post-split share for every 18 pre-split shares. The Common Stock will continue to be traded on the Nasdaq Capital Market under the symbol "WINT" and will begin trading on a split-adjusted basis when the market opens on Monday, April 22, 2024, under a new CUSIP number, 97382D 501. On April 19, 2024, the Company filed the Amendment for the Reverse Stock Split with the Secretary of State of the State of Delaware, and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 11:59 p.m. Eastern Time on April 19, 2024 (the "Effective Time"). At the Effective Time, every 18 shares of the Company's issued and outstanding Common Stock will be converted automatically into one issued and outstanding share of Common Stock, but without any change in the par value per share. Proportional adjustments will be made to the number of shares of Common Stock issuable upon application of the as adjusted conversion price of the Company's 10%

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Windtree Therapeutics, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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. Dated: April 19, 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