Windtree Therapeutics Inc /De/ 8-K Filing

FAQ

Key Financial Figures

• $0.001 — h registered Common Stock , par value $0.001 per share WINT OTCID Indicate by ch
• $857,142.86 — lder") an aggregate principal amount of $857,142.86 in senior convertible promissory notes
• $450,000 — e proceeds of the 2026 Notes by funding $450,000 as an advance to CommLoan and retaining
• $150,000 — as an advance to CommLoan and retaining $150,000 for general corporate purposes. The 20
• $1 million — total gross proceeds to the Company of $1 million or more (excluding the conversion of th
• $1,500 — older is entitled to an amount equal to $1,500 for each conversion of the 2026 Notes f

Filing Documents

• wint20251202_8k.htm (8-K) — 35KB
• ex_894633.htm (EX-4.1) — 139KB
• 0001437749-25-036665.txt ( ) — 332KB
• wint-20251125.xsd (EX-101.SCH) — 3KB
• wint-20251125_def.xml (EX-101.DEF) — 11KB
• wint-20251125_lab.xml (EX-101.LAB) — 14KB
• wint-20251125_pre.xml (EX-101.PRE) — 11KB
• wint20251202_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 November 25, 2025, Windtree Therapeutics, Inc. (the "Company") issued to an institutional investor (the "Holder") an aggregate principal amount of $857,142.86 in senior convertible promissory notes due 2026 (the "2026 Notes"). The 2026 Notes was issued in connection with a letter of intent by the Company to acquire all of the issued and outstanding securities of CommLoan Inc. ("CommLoan"). The Company intends to use the proceeds of the 2026 Notes by funding $450,000 as an advance to CommLoan and retaining $150,000 for general corporate purposes. The 2026 Notes mature on November 26, 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 5th calendar day of each month beginning on November 25, 2025. The 2026 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 115%. If the Company completes a qualified equity financing with total gross proceeds to the Company of $1 million or more (excluding the conversion of the notes or other convertible securities issued for capital raising purposes) before the Maturity Date, the 2026 Notes must be repaid in full in an amount equal to the then-outstanding principal amount, any accrued but unpaid interest and a pre-payment premium equal to 115% of the 2026 Notes value on November 25, 2025. Such repayment will be due within one business day of the closing such qualified equity financing. The Company shall give written notice to the Holder as soon as practicable, but in no event less than ten days before the anticipated closing date of such qualified

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth under Item 3.01 relating to the 2026 Notes is hereby incorporated into this Item 3.02 by reference. The foregoing description of the 2026 Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 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 2026 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 November 25, 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: December 2, 2025 Windtree Therapeutics, Inc. By: /s/ Jed Latkin Name: Jed Latkin Title: Chief Executive Officer

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