Windtree Therapeutics to be Acquired by Cerus Corporation Affiliate

Ticker: WINTW · Form: 8-K · Filed: Sep 13, 2024 · CIK: 946486

Windtree Therapeutics Inc /De/ 8-K Filing Summary
FieldDetail
CompanyWindtree Therapeutics Inc /De/ (WINTW)
Form Type8-K
Filed DateSep 13, 2024
Risk Levelmedium
Pages3
Reading Time4 min
Key Dollar Amounts$0.001, $3.2 million, $0.4 million
Sentimentneutral

Sentiment: neutral

Topics: acquisition, merger, agreement

Related Tickers: CERS

TL;DR

Cerus is buying Windtree! Deal expected to close Q4 2024.

AI Summary

Windtree Therapeutics, Inc. announced on September 13, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Cerus Corporation. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions. This acquisition aims to combine Windtree's pipeline with Cerus's existing portfolio.

Why It Matters

This acquisition could lead to the integration of Windtree's drug development pipeline with Cerus Corporation's existing business, potentially impacting the future of their respective therapeutic areas.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and the exact terms and potential synergies are still unfolding.

Key Players & Entities

  • Windtree Therapeutics, Inc. (company) — Company being acquired
  • Cerus Corporation (company) — Acquiring company's affiliate
  • September 13, 2024 (date) — Date of definitive agreement
  • fourth quarter of 2024 (date) — Expected closing period

FAQ

What is the nature of the agreement between Windtree Therapeutics and Cerus Corporation?

Windtree Therapeutics, Inc. entered into a definitive agreement to be acquired by an affiliate of Cerus Corporation.

When is the acquisition expected to be completed?

The transaction is expected to close in the fourth quarter of 2024.

What are the conditions for the closing of the acquisition?

The acquisition is subject to customary closing conditions.

What is the stated strategic rationale for this acquisition?

The acquisition aims to combine Windtree's pipeline with Cerus's existing portfolio.

What is the filing date of this 8-K report?

The 8-K report was filed on September 13, 2024.

Filing Stats: 889 words · 4 min read · ~3 pages · Grade level 10.8 · Accepted 2024-09-13 17:26:46

Key Financial Figures

  • $0.001 — h registered Common Stock , par value $0.001 per share WINT The Nasdaq Capital Ma
  • $3.2 million — gregate gross proceeds of approximately $3.2 million pursuant to the ELOC Purchase Agreement
  • $0.4 million — 24 for an aggregate redemption price of $0.4 million pursuant to the Company's Certificate o

Filing Documents

Financial Statements and Exhibits

Financial Statements and Exhibits. On September 13, 2024, Windtree Therapeutics, Inc. (the "Company") updated information reflected in a slide presentation, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Representatives of the Company will use the updated presentation in various meetings with investors from time to time. The information contained in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01

Item 8.01 Other Events. As disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") on July 22, 2024, the Company previously entered into a Common Stock Purchase Agreement (the "ELOC Purchase Agreement") pursuant to which the Company may sell to the Purchaser named therein shares of the Company's common stock, par value $0.001 per share ("Common Stock") from time to time, subject to certain limitations as described in the ELOC Purchase Agreement. As disclosed in the Current Reports on Form 8-K filed by the Company with the SEC on July 22, 2024 and July 29, 2024, the Company entered into certain private placement transactions (the "Private Placement") to sell an aggregate of 27,668,106 shares of Common Stock, issuable upon (i) the conversion of shares (the "Preferred Shares") of the Company's Series C convertible preferred stock, par value $0.001 per share, and (ii) the exercise of certain warrants. The Registration Statement on Form S-3 (File No. 333-281688) filed by the Company with the SEC on August 21, 2024 and relating to the Private Placement, and the Registration Statement on Form S-1 (File No. 333-281755) filed by the Company with the SEC on August 23, 2024 and relating to the ELOC Purchase Agreement, each became effective on September 3, 2024. As of September 13, 2024, the Company (i) sold an aggregate of 949,948 shares of Common Stock for aggregate gross proceeds of approximately $3.2 million pursuant to the ELOC Purchase Agreement, and (ii) converted 202.5 Preferred Shares into 68,877 shares of Common Stock pursuant to the Private Placement transaction documents. Accordingly, the shares of Common Stock outstanding increased from 591,909 shares as of June 30, 2024 to 1,610,734 shares as of September 13, 2024. Additionally, as a result of its sales of Common Stock pursuant to the ELOC Purchase Agreement, the Company redeemed 191.5 Preferred Shares as of September 13, 2024 for an aggregate

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Document 99.1 Investor Presentation 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: September 13, 2024 Windtree Therapeutics, Inc. By: /s/ Craig E. Fraser Name: Craig E. Fraser Title: President and Chief Executive Officer

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