Windtree Therapeutics Files 8-K on Financial Obligations & Equity Sales

TL;DR

Windtree filed an 8-K on 10/9/25 for new debt and stock sales.

AI Summary

On October 9, 2025, Windtree Therapeutics, Inc. filed an 8-K report detailing the creation of a direct financial obligation and unregistered sales of equity securities. The filing also includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates potential new debt or financial commitments and the issuance of new stock, which could impact the company's financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing involves financial obligations and equity sales, which can introduce financial risk and dilution for existing shareholders.

Key Numbers

• 20251009 — Report Date (The earliest event reported in the 8-K filing.)

Key Players & Entities

• Windtree Therapeutics, Inc. (company) — Registrant
• October 9, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-39290 (commission_file_number) — SEC File Number
• 94-3171943 (ein) — I.R.S. Employer Identification Number

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share WINT OTCID Indicate by ch
• $1,600,000 — lder") an aggregate principal amount of $1,600,000 in senior convertible promissory notes
• $1 million — total gross proceeds to the Company of $1 million or more (excluding the conversion of th
• $1,500 — ders are entitled to an amount equal to $1,500 for each conversion of the Commitment N

Filing Documents

• wint20251015_8k.htm (8-K) — 36KB
• ex_871294.htm (EX-4.1) — 117KB
• 0001437749-25-031178.txt ( ) — 309KB
• wint-20251009.xsd (EX-101.SCH) — 3KB
• wint-20251009_def.xml (EX-101.DEF) — 11KB
• wint-20251009_lab.xml (EX-101.LAB) — 14KB
• wint-20251009_pre.xml (EX-101.PRE) — 11KB
• wint20251015_8k_htm.xml (XML) — 3KB

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On October 9, 2025, Windtree Therapeutics, Inc. (the "Company") issued to institutional investors (collectively, "Holders" and each a "Holder") an aggregate principal amount of $1,600,000 in senior convertible promissory notes due 2026 (the "Commitment Notes"). The Commitment Notes were issued in connection with the termination and settlement of the Assignment and Conditional Assumption Agreement between WINT Real Estate, LLC, a wholly owned subsidiary of the Company, and Way Maker Growth Fund, LLC relating to that certain Purchase and Sale Agreement dated June 28, 2024, as amended by that certain First Amendment to Purchase and Sale Agreement, dated December 19, 2024 and that certain Second Amendment to Purchase and Sale Agreement, dated March 25, 2025, and that certain development services agreement, dated February 4, 2025 (each between Way Maker Growth Fund, LLC and TBB Crescent Park Drive LLC), as previously disclosed by the Company on October 6, 2025. The Commitment Notes are junior to the Company's June 2025 Convertible Promissory Note, which was issued to DFU, LLC and is a senior, unsecured obligation of the Company, with priority over all existing and future indebtedness of the Company. The Commitment Notes mature on October 9, 2026 (the "Maturity Date") and will bear interest at 10% per annum on a 360-day basis, due and payable on the Maturity Date. Accrued and unpaid interest is payable in arrears and due on the 5 th calendar day of each month beginning on November 5, 2025. The Commitment Notes must be prepaid by the Company in an amount equal to 25% of the gross proceeds received by the Company from that certain Common Stock Purchase Agreement dated June 26, 2024 by and between an institutional investor and the Company, with a mandatory prepayment premium of 120%. If the Company completes a qualified equity financing with t

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth under Item 3.01 relating to the Commitment Notes is hereby incorporated into this Item 3.02 by reference. The foregoing description of the Commitment Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Commitment Notes, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Company issued the Commitment Notes in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Document 4.1 Form of Senior Convertible Promissory Note by and between the Company and the Holder, dated as of October 9, 2025 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. Date: October 16, 2025 Windtree Therapeutics, Inc. By: /s/ Jed Latkin Name: Jed Latkin Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR