Windtree Therapeutics Files 8-K on Agreements and Equity Sales

TL;DR

Windtree Therapeutics filed an 8-K detailing material agreements and equity sales.

AI Summary

On June 25, 2024, Windtree Therapeutics, Inc. entered into a material definitive agreement related to its financial obligations. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. This filing indicates ongoing financial activities and potential equity dilution for shareholders.

Why It Matters

This 8-K filing signals significant financial and corporate actions by Windtree Therapeutics, potentially impacting its stock price and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial risks and potential dilution.

Key Players & Entities

• Windtree Therapeutics, Inc. (company) — Registrant
• June 25, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share WINT The Nasdaq Capital Ma
• $35 million — ed to purchase, up to the lesser of (i) $35 million of newly issued shares (the "Shares") o
• $0.50 — ommon Stock is equal to or greater than $0.50 (the "Purchase Date"), the Company may
• $50,000 — rchase") not to exceed 10,000 shares or $50,000 at a purchase price equal to the lesser
• $350,000 — ote") to the Purchaser in the amount of $350,000. The Commitment Note matures on June 26
• $287,500 — , 2024 an aggregate principal amount of $287,500 in senior secured notes due 2025 (the "
• $117,647 — , 2024 an aggregate principal amount of $117,647 in senior secured notes due 2025 (the "
• $1.20 — redemption price calculated based upon $1.20 per each $1.00 of the remaining amount
• $1.00 — ce calculated based upon $1.20 per each $1.00 of the remaining amount of the Note sub

Filing Documents

• wint20240630_8k.htm (8-K) — 53KB
• ex_694342.htm (EX-4.1) — 58KB
• ex_694343.htm (EX-4.2) — 198KB
• ex_694344.htm (EX-10.1) — 429KB
• ex_694345.htm (EX-10.2) — 110KB
• 0001437749-24-021726.txt ( ) — 1150KB
• wint-20240625.xsd (EX-101.SCH) — 3KB
• wint-20240625_def.xml (EX-101.DEF) — 11KB
• wint-20240625_lab.xml (EX-101.LAB) — 15KB
• wint-20240625_pre.xml (EX-101.PRE) — 11KB
• wint20240630_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Common Stock Purchase Agreement On June 26, 2024, Windtree Therapeutics, Inc., a Delaware corporation (the "Company"), entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with an equity line investor (the "Purchaser"), whereby the Company has the right, but not the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to the lesser of (i) $35 million of newly issued shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Stock") and (ii) the Exchange Cap (as defined below). The Company does not have a right to commence any sales of Common Stock to the Purchaser under the Purchase Agreement until the time when all of the conditions to the Company's right to commence sales of Common Stock to the Purchaser set forth in the Purchase Agreement have been satisfied, including that a registration statement covering the resale of such shares is declared effective by the SEC and the final form of prospectus contained therein is filed with the SEC (the "Commencement Date"). Over the 36-month period from and after the Commencement Date, the Company will control the timing and amount of any sales of Common Stock to the Purchaser. Actual sales of shares of Common Stock to the Purchaser under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding and the Company's operations. At any time from and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is equal to or greater than $0.50 (the "Purchase Date"), the Company may direct the Purchaser to purchase a specified number of shares of Common Stock (a "Fixed Purchase") not to exceed 10,000 shares or $50,000 at a purchase price equal

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The Company agreed to issue and sell to an institutional investor (the "Holder") (i) on June 25, 2024 an aggregate principal amount of $287,500 in senior secured notes due 2025 (the "First Bridge Note") and (ii) on June 28, 2024 an aggregate principal amount of $117,647 in senior secured notes due 2025 (the "Second Bridge Note" and together with the First Bridge Note the "Bridge Notes"), for aggregate gross proceeds of $350,000, each in a private offering in reliance on exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended. The Bridge Notes include 15% original issue discount. Maturity Date . The First Bridge Note will mature on June 25, 2025 and the Second Bridge Note will mature on June 28, 2025, in each case, unless extended at the Holder's option in accordance with the terms of the respective Bridge Note. Interest . The Bridge Notes will bear interest at 10% per annum on a 360-day and twelve 30-day month basis, payable monthly in cash and in arrears on each Interest Date (as defined in the Bridge Notes) and such interest will compound each calendar month. The interest rate will increase to 18% per annum upon the existence of an Event of Default (as defined in the Bridge Notes). Fundamental Transactions . The Bridge Notes prohibit the Company from entering specified fundamental transactions (including, without limitation, mergers, business combinations and similar transactions) unless the Company (or its successor) assumes in writing all of the Company's obligations under the Bridge Notes and the other Transaction Documents (as defined in the Bridge Notes). Optional Redemption . The Company may at any time redeem all, but not less than all, of the remaining amount under the Bridge Notes in cash at a price equal to 120% of the remaining amount being redeemed as of such optional redemption d

02

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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Document 4.1 Convertible Promissory Note by and between the Company and the Purchaser, dated as of June 26, 2024 4.2 Form of Senior Secured Notes due 2025 10.1* Common Stock Purchase Agreement, dated as of June 26, 2024, by and between Windtree Therapeutics, Inc. and the Purchaser. 10.2* Registration Rights Agreement, dated as of June 26, 2024, by and between Windtree Therapeutics, Inc. and the Purchaser. 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.

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: July 1, 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