Windtree Therapeutics Announces Material Agreements and Equity Changes

TL;DR

Windtree Therapeutics made major moves: signed/canceled deals, sold equity, changed shareholder rights & bylaws. Big shakeup!

AI Summary

On July 18, 2024, Windtree Therapeutics, Inc. entered into a Material Definitive Agreement and also terminated a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. Additionally, there were amendments to its articles of incorporation or bylaws and a change in its fiscal year.

Why It Matters

These filings indicate significant corporate actions, including potential new partnerships or financing arrangements and changes affecting shareholder rights, which could impact the company's future operations and stock value.

Risk Assessment

Risk Level: medium — The simultaneous entry into and termination of material definitive agreements, along with unregistered equity sales, suggests potential financial restructuring or strategic shifts that carry inherent business risks.

Key Players & Entities

• Windtree Therapeutics, Inc. (company) — Filer of the 8-K report
• July 18, 2024 (date) — Date of earliest event reported
• 2600 Kelly Road, Suite 100, Warrington, PA 18976 (address) — Company's business and mailing address

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share WINT The Nasdaq Capital Ma
• $12.9 m — gregate gross proceeds of approximately $12.9 million, of which $9.5 million was paid t
• $9.5 million — f approximately $12.9 million, of which $9.5 million was paid through the cancellation and e
• $4.11 — Warrants will have an exercise price of $4.11 per share, subject to customary adjustm
• $3.74 — ock with an initial conversion price of $3.74 (the "Preferred Conversion Price"), whi
• $1.28 — ficate of Designations to no lower than $1.28. The Series C Preferred Stock has a sta
• $1,000 — C Preferred Stock has a stated value of $1,000 per share (the "Stated Value"). Each sh

Filing Documents

• wint20240718_8k.htm (8-K) — 61KB
• ex_700461.htm (EX-3.1) — 334KB
• ex_700462.htm (EX-4.1) — 194KB
• ex_700463.htm (EX-10.1) — 320KB
• ex_700464.htm (EX-10.2) — 193KB
• 0001437749-24-023137.txt ( ) — 1477KB
• wint-20240718.xsd (EX-101.SCH) — 3KB
• wint-20240718_def.xml (EX-101.DEF) — 12KB
• wint-20240718_lab.xml (EX-101.LAB) — 15KB
• wint-20240718_pre.xml (EX-101.PRE) — 12KB
• wint20240718_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement and Warrants On July 18, 2024, Windtree Therapeutics, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with the buyers named therein (the "Buyers"). Pursuant to the Purchase Agreement, the Company agreed to the private placement (the "Private Placement") of (i) 16,099 shares (the "Preferred Shares") of the Company's Series C Convertible Preferred Stock, $0.001 par value, (the "Series C Preferred Stock"), and (ii) warrants (the "Warrants") to acquire up to the aggregate number of 3,440,631 additional shares of the Company's common stock, $0.001 par value per share, (the "Common Stock") for aggregate gross proceeds of approximately $12.9 million, of which $9.5 million was paid through the cancellation and extinguishment of certain holders' (x) outstanding principal amount, conversion/exchange premiums and all accrued interest and dividends thereon under the Company's (i) 10% senior convertible notes due January 2025, (ii) senior secured notes due June 2025, (iii) senior unsecured promissory notes due July 2025, and/or (iv) senior secured notes due July 2025, and (y) 5,500 shares of the Company's Series B Convertible Preferred Stock, $0.001 par value. Additionally, the Company issued 161 Preferred Shares and 42,838 Warrants as compensation for certain placement agent fees and expenses. The Company also reimbursed the lead Buyer for certain fees and expenses of counsel in accordance with the terms of the agreement. The Company intends to use the gross proceeds from the Private Placement for working capital and general corporate purposes. On July 19, 2024, the Company consummated the transactions contemplated by the Purchase Agreement. The Company expects the Private Placement to close on July 22, 2024, subject to customary closing conditions The Company agreed to seek stockholder approval for the issuance of all

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.

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 into this Item 3.03.

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 Purchase Agreement, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware on July 19, 2024 for the purpose of establishing and designating the Series C Preferred Stock. The Certificate of Designations became effective on July 19, 2024. The following is a description of the principal terms of the Series C Preferred Stock. General. The Certificate of Designations authorizes a total of 18,820 shares of Series C Preferred Stock with an initial conversion price of $3.74 (the "Preferred Conversion Price"), which is subject to adjustment as provided in the Certificate of Designations to no lower than $1.28. The Series C Preferred Stock has a stated value of $1,000 per share (the "Stated Value"). Each share of Series C Preferred Stock is initially convertible into 267 shares of Common Stock, subject to adjustment as provided in the Certificate of Designations. 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 C Preferred Stock will be subject to a beneficial ownership limitation, which prevents the conversion of any portion of a holder's Series C Preferred Stock if such conversion would cause the holder, together with its affiliates, to beneficially own more than 4.99%, or, at the option of such holder, 9.99% 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 Designations, the Series C Preferred Stock have no voting rights. Dividends. From and after July 19, 2024, each holder of Series C Preferred Stock 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 sh

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Document 3.1 Certificate of Designations of Series C Preferred Stock 4.1 Form of Warrant 10.1* Form of Securities Purchase Agreement 10.2* Form of Registration Rights Agreement 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.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The Company may, in some cases, use terms such as "predicts," "believes," "potential," "proposed," "continue," "estimates," "anticipates," "expects," "plans," "intends," "may," "could," "might," "will," "should" or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Examples of forward-looking statements in this Current Report on Form 8-K include statements, but are not limited to, statements regarding the expected gross proceeds of the Private Placeholder and the timing of the closing of the Private Placement. Such statements are based on information available to the Company as of the date of this Current Report on Form 8-K and are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from the Company's current expectations. Such risks and uncertainties are described in the Company's periodic reports, including its annual report on Form 10-K and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission and available at www.sec.gov. Any forward-looking statements that the Company makes in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K. The Company assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise, after the date of this Current Report on Form 8-K.

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 22, 2024 Windtree Therapeutics, Inc. By: /s/ Craig E. Fraser Name: Craig E. Fraser Title: President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR