Windtree Therapeutics Files 8-K: Material Agreement & Equity Sales

TL;DR

Windtree Therapeutics inked a material deal and sold equity off-market, filing the details today.

AI Summary

On July 26, 2024, Windtree Therapeutics, Inc. entered into a Material Definitive Agreement, specifically a Securities Purchase Agreement. The company also reported on Unregistered Sales of Equity Securities and filed Financial Statements and Exhibits. The filing details the company's corporate actions and financial reporting.

Why It Matters

This 8-K filing indicates significant corporate activity for Windtree Therapeutics, including a material definitive agreement and unregistered sales of equity, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity and a material definitive agreement, suggesting potential financial maneuvers and corporate changes that carry inherent risks.

Key Players & Entities

• Windtree Therapeutics, Inc. (company) — Registrant
• Securities Purchase Agreement (document) — Material Definitive Agreement
• July 26, 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
• $1.0 million — gregate gross proceeds of approximately $1.0 million. The Company intends to use the gross
• $4.11 — Warrants will have an exercise price of $4.11 per share, subject to customary adjustm

Filing Documents

• wint20240728_8k.htm (8-K) — 40KB
• ex_704595.htm (EX-4.1) — 200KB
• ex_704596.htm (EX-10.1) — 317KB
• ex_704597.htm (EX-10.2) — 156KB
• 0001437749-24-023668.txt ( ) — 1002KB
• wint-20240726.xsd (EX-101.SCH) — 3KB
• wint-20240726_def.xml (EX-101.DEF) — 11KB
• wint-20240726_lab.xml (EX-101.LAB) — 15KB
• wint-20240726_pre.xml (EX-101.PRE) — 11KB
• wint20240728_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 26, 2024, Windtree Therapeutics, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with the buyer named therein (the "Buyer"). Pursuant to the Purchase Agreement, the Company agreed to the private placement (the "Private Placement") of (i) 1,250 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 267,380 additional shares of the Company's common stock, $0.001 par value per share, (the "Common Stock") for aggregate gross proceeds of approximately $1.0 million. The Company intends to use the gross proceeds from the Private Placement for working capital and general corporate purposes. The Company expects the Private Placement to close on July 29, 2024, subject to customary closing conditions. The Company agreed to seek stockholder approval for the issuance of all of the shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants in accordance with the rules and regulations of the Nasdaq Stock Market. The Company additionally agreed that, subject to certain exceptions, without the consent of the holders holding at least a majority of the Registrable Securities (as defined below), for the period commencing on July 26, 2024 and ending on the date immediately following the 90th trading day after the Applicable Date (as defined in the Purchase Agreement) (the "Restricted Period"), neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related secu

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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Document 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 29, 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