Windtree Therapeutics Files 8-K on Agreements and Equity Sales
Ticker: WINTW · Form: 8-K · Filed: Jan 27, 2025 · CIK: 946486
| Field | Detail |
|---|---|
| Company | Windtree Therapeutics Inc /De/ (WINTW) |
| Form Type | 8-K |
| Filed Date | Jan 27, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.001, $0.1608 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-action
TL;DR
Windtree Therapeutics filed an 8-K on Jan 24, 2025, covering material agreements and equity sales.
AI Summary
On January 24, 2025, Windtree Therapeutics, Inc. filed an 8-K report detailing several events. The company entered into a material definitive agreement and also reported on unregistered sales of equity securities. The filing also included other events and financial statements/exhibits.
Why It Matters
This 8-K filing indicates significant corporate actions, including potential new agreements and equity transactions, which could impact the company's financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks related to terms, dilution, and regulatory compliance.
Key Players & Entities
- Windtree Therapeutics, Inc. (company) — Registrant
- January 24, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 001-39290 (company) — Commission File Number
- 94-3171943 (company) — I.R.S. Employer Identification No.
FAQ
What is the nature of the material definitive agreement entered into by Windtree Therapeutics?
The filing does not specify the details of the material definitive agreement, only that one was entered into on or before January 24, 2025.
What type of equity securities were sold in the unregistered sales reported?
The filing mentions unregistered sales of equity securities but does not provide specific details about the type or amount of securities sold.
What are the 'Other Events' mentioned in the 8-K filing?
The filing lists 'Other Events' as a category but does not provide specific details within the provided text.
When was Windtree Therapeutics, Inc. incorporated?
Windtree Therapeutics, Inc. was incorporated in Delaware.
What is the purpose of filing an 8-K report?
An 8-K report is filed to announce major corporate events that shareholders should know about, such as material definitive agreements or unregistered sales of equity securities.
Filing Stats: 1,014 words · 4 min read · ~3 pages · Grade level 10.7 · Accepted 2025-01-27 17:05:45
Key Financial Figures
- $0.001 — h registered Common Stock , par value $0.001 per share WINT The Nasdaq Capital Ma
- $0.1608 — ch share of Series C Preferred Stock to $0.1608 (the "Transaction") pursuant to the Cer
Filing Documents
- wint20250127_8k.htm (8-K) — 31KB
- ex_770980.htm (EX-4.1) — 30KB
- 0001437749-25-001922.txt ( ) — 196KB
- wint-20250124.xsd (EX-101.SCH) — 3KB
- wint-20250124_def.xml (EX-101.DEF) — 11KB
- wint-20250124_lab.xml (EX-101.LAB) — 15KB
- wint-20250124_pre.xml (EX-101.PRE) — 11KB
- wint20250127_8k_htm.xml (XML) — 3KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. To the extent required by this Item 1.01, the disclosure set forth under Item 8.01 is hereby incorporated into this Item 1.01 by reference.
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities. To the extent required by this Item 3.02, the disclosure set forth under Item 8.01 is hereby incorporated into this Item 3.02 by reference.
01. Other Events
Item 8.01. Other Events. On January 24, 2025, Windtree Therapeutics, Inc. (the "Company") contacted all holders of the Company's Series C Convertible Preferred Stock, par value $0.001 (the "Series C Preferred Stock"), and notified them that the Company has decided to offer to reduce the Conversion Price as defined in the Series C Certificate of Designation (as defined below) of each share of Series C Preferred Stock to $0.1608 (the "Transaction") pursuant to the Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock of Windtree Therapeutics, Inc. filed with the Secretary of State of the State of Delaware on July 19, 2024 (the "Series C Certificate of Designation"). In exchange for signing the conversion notice (each a "Conversion Notice") with the reduced Conversion Price offered by the Company, the holder of Series C Preferred Stock and the Company agreed to certain forbearance terms for claims arising up to and through April 30, 2025, under the Securities Purchase Agreements entered into on or about July 18, 2024 and on or about July 26, 2024, as applicable, the Registration Rights Agreements entered into on or about July 20, 2024 and on or about July 26, 2025, as applicable, the Warrants entered into on July 20, 2024, and all other transaction documents entered into with respect to the Series C Preferred Stock. The Conversion Notice stated that it must be signed by the holder and returned to the Company no later than 5:00 p.m. Eastern Time on January 31, 2025. There is no guarantee that any or all of the holders of the Series C Preferred Stock will accept this offer. The foregoing is only a summary of the material terms of the Conversion Notice and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the Conversion Notice is qualified in its entirety by reference to the form of the Conversion Notice, which is filed as Exhibit 4.1 to this Current Report on Fo
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 Conversion Notice for Series C Convertible Preferred Stock. 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. Windtree Therapeutics, Inc. By: /s/ Jed Latkin Name: Jed Latkin Title: President and Chief Executive Officer Date: January 27, 2025