Windtree Therapeutics to Hold Special Meeting for Reverse Stock Split Approval

TL;DR

<b>Windtree Therapeutics is seeking stockholder approval for a reverse stock split ranging from 1-for-5 to 1-for-25 at a Special Meeting on April 10, 2024.</b>

AI Summary

WINDTREE THERAPEUTICS INC /DE/ (WINTW) filed a Proxy Statement (DEF 14A) with the SEC on March 12, 2024. Windtree Therapeutics will hold a Special Meeting of Stockholders on April 10, 2024. The primary purpose is to approve an amendment to the Charter for a reverse stock split. The reverse stock split ratio will be between 1-for-5 and 1-for-25, at the Board's discretion. A secondary purpose is to approve adjournment if quorum or sufficient votes are not met. Stockholders of record as of February 20, 2024, are entitled to vote.

Why It Matters

For investors and stakeholders tracking WINDTREE THERAPEUTICS INC /DE/, this filing contains several important signals. The proposed reverse stock split aims to increase the per-share market price of the company's common stock, potentially making it more attractive to investors and meeting exchange listing requirements. The ability to adjourn the meeting provides flexibility to ensure all necessary business can be conducted, even if initial voting thresholds are not met.

Risk Assessment

Risk Level: — WINDTREE THERAPEUTICS INC /DE/ shows moderate risk based on this filing. The filing is a routine proxy statement for a reverse stock split, with no immediate financial or operational performance data presented.

Analyst Insight

Stockholders should carefully consider the implications of a reverse stock split on their investment, including potential impacts on share price and liquidity, before voting.

Key Numbers

• April 10, 2024 — Special Meeting Date (Date of the Special Meeting of Stockholders.)
• February 20, 2024 — Record Date (Stockholders must be on record as of this date to vote.)
• 1-for-5 to 1-for-25 — Reverse Stock Split Ratio (Range of ratios for the proposed reverse stock split.)
• March 13, 2024 — Mailing Date (Date proxy materials are first mailed to stockholders.)

Key Players & Entities

• Windtree Therapeutics, Inc. (company) — Registrant
• April 10, 2024 (date) — Special Meeting date
• February 20, 2024 (date) — Record date for voting
• 1-for-5 (dollar_amount) — Minimum reverse stock split ratio
• 1-for-25 (dollar_amount) — Maximum reverse stock split ratio
• March 13, 2024 (date) — Mailing date of proxy materials

FAQ

Risk Factors

• Reverse Stock Split Approval [medium — financial]: Stockholder approval is required to amend the Charter to effect a reverse stock split of common stock.

Industry Context

Biotechnology companies often implement reverse stock splits to boost their share price, which can be crucial for maintaining stock exchange listing requirements and attracting institutional investors.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Rule 14a-101, which governs the content of proxy statements for shareholder meetings.

What Investors Should Do

1. Review the proxy statement for detailed information on the proposed reverse stock split.
2. Vote on the proposed amendment to the Certificate of Incorporation for the reverse stock split.
3. Consider the potential impact of the reverse stock split on share price and marketability.

Key Dates

• 2024-04-10: Special Meeting of Stockholders — To approve a reverse stock split and potential adjournment.
• 2024-02-20: Record Date — Determines which stockholders are eligible to vote.
• 2024-03-13: Mailing of Proxy Materials — First mailing date for proxy statement and card.

Glossary

Reverse Stock Split

A stock split in which a certain number of outstanding shares are combined into a smaller number of shares. (Aims to increase the per-share price of the stock.)

DEF 14A

Definitive Proxy Statement filed with the SEC. (Provides detailed information about matters to be voted on by shareholders.)

Year-Over-Year Comparison

This filing is a DEF 14A (Definitive Proxy Statement) related to a Special Meeting, distinct from typical quarterly or annual financial reports.

Key Financial Figures

• $0.001 — nding shares of common stock, par value $0.001 per share ( "Common Stock") by a ratio
• $9,500 — tion of proxies for an estimated fee of $9,500, plus any additional expenses. We may a
• $1.00 — our Common Stock was below the minimum $1.00 per share required for continued listin

Filing Documents

• wint20240308_def14a.htm (DEF 14A) — 187KB
• a01.jpg (GRAPHIC) — 236KB
• a02.jpg (GRAPHIC) — 234KB
• wint20240211_pre14aimg001.jpg (GRAPHIC) — 6KB
• wint20240211_pre14aimg002.jpg (GRAPHIC) — 1KB
• wint20240211_pre14aimg003.jpg (GRAPHIC) — 2KB
• wint20240211_pre14aimg004.jpg (GRAPHIC) — 2KB
• wint20240211_pre14aimg005.jpg (GRAPHIC) — 1KB
• 0001437749-24-007493.txt (&nbsp;) — 853KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of Common Stock as of February 20, 2024 by (a) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, (b) each named executive officer of the Company, (c) each director of the Company, and (d) all executive officers and directors as a group. The percentage of Common Stock outstanding is based on 9,181,011 shares of our Common Stock outstanding as of February 20, 2024. For purposes of the table below, and in accordance with the rules of the Securities and Exchange Commission (the "SEC"), we deem shares of Common Stock subject to options and warrants that are currently exercisable or exercisable within sixty days of February 20, 2024 to be outstanding and to be beneficially owned by the person holding the options or warrants for the purpose of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise noted, each of the persons or entities in this table has sole voting and investing power with respect to all of the shares of Common Stock beneficially owned by them, subject to community property laws, where applicable. Except as otherwise noted below, the street address of each beneficial owner is c/o Windtree Therapeutics, Inc., 2600 Kelly Road, Suite 100, Warrington, Pennsylvania 18976. SHARES BENEFICIALLY OWNED NAME OF BENEFICIAL OWNER NUMBER OF SHARES OF COMMON STOCK PERCENTAGE OF COMMON STOCK 5% or Greater Stockholders Deerfield Entities(1) 608,272 6.63% Lincoln Park Capital Fund, LLC(2) 614,334 6.47% Directors and Named Executive Officers Daniel Geffken(3) 1,232 * Robert Scott, M.D.(4) 850 * Mark Strobeck, Ph.D. - * Leslie J. Williams(4) 850 * Craig E. Fraser(5) 29,130 * Steven G. Simonson, M

View Full Filing

View this DEF 14A filing on SEC EDGAR