Windtree Therapeutics Files S-1 for Securities Registration

TL;DR

Windtree Therapeutics just filed an S-1, likely prepping for a new stock offering.

AI Summary

Windtree Therapeutics, Inc. filed an S-1 registration statement on August 23, 2024, to register an unspecified number of securities. The company, formerly known as Discovery Laboratories Inc., is incorporated in Delaware and operates in the biological products sector. Its business address is 2600 Kelly Road, Suite 100, Warrington, PA 18976.

Why It Matters

This S-1 filing indicates Windtree Therapeutics is preparing to offer new securities, which could impact its capital structure and future growth plans.

Risk Assessment

Risk Level: medium — S-1 filings are often precursors to significant corporate actions like stock offerings, which carry inherent market and financial risks.

Key Numbers

• 2836 — SIC Code (Biological Products (No Diagnostic Substances))
• 943171943 — IRS Number (Employer Identification Number)

Key Players & Entities

• WINDTREE THERAPEUTICS INC (company) — Registrant
• Discovery Laboratories Inc (company) — Former company name
• 2600 Kelly Road, Suite 100, Warrington, PA 18976 (address) — Business and mailing address
• 2154889300 (phone_number) — Business phone number
• 333-281755 (filing_number) — SEC file number

FAQ

Key Financial Figures

• $0.001 — 9,758 shares of common stock, par value $0.001 per share, or common stock. The shares
• $3.31 — res to be issued and sold at a price of $3.31 per share) and (ii) up to 105,740 share
• $35.0 million — e Shares. However, we may receive up to $35.0 million in aggregate gross proceeds from the sa
• $11.03 — stock on the Nasdaq Capital Market was $11.03 per share. We are a "smaller reporting
• $250 million — ock held by non-affiliates is less than $250 million measured on the last business day of ou
• $100 million — or (ii) our annual revenue is less than $100 million during the most recently completed fisc
• $700 million — ock held by non-affiliates is less than $700 million measured on the last business day of ou
• $274.18 — th a weighted-average exercise price of $274.18 per share; 4 Table of Contents 15,3
• $1,518.83 — th a weighted-average exercise price of $1,518.83 per share; 8,107 shares of our common
• $37.22 — ighted-average grant date fair value of $37.22 per share; and 19,112 shares of our co

Filing Documents

• wint20240822_s1.htm (S-1) — 460KB
• ex_717771.htm (EX-5.1) — 12KB
• ex_717772.htm (EX-23.1) — 3KB
• ex_717773.htm (EX-FILING FEES) — 27KB
• goodwinlogo.jpg (GRAPHIC) — 4KB
• img01.jpg (GRAPHIC) — 8KB
• wint20240822_s1img002.jpg (GRAPHIC) — 5KB
• 0001437749-24-027669.txt ( ) — 724KB
• wint-20240823.xsd (EX-101.SCH) — 3KB
• wint-20240823_def.xml (EX-101.DEF) — 9KB
• wint-20240823_lab.xml (EX-101.LAB) — 11KB
• wint-20240823_pre.xml (EX-101.PRE) — 8KB
• wint20240822_s1_htm.xml (XML) — 2KB

Risk Factors

Risk Factors 6 Special Note Regarding Forward-Looking Statements 13 The Committed Equity Financing 15

Use of Proceeds

Use of Proceeds 20 Dividend Policy 21 Selling Stockholder 22

Description of Capital Stock

Description of Capital Stock 24 Plan of Distribution 29 Legal Matters 31 Experts 31 Where You Can Find Additional Information 32 Incorporation of Certain Information by Reference 33 Table of Contents ABOUT THIS PROSPECTUS The registration statement we filed with the Securities and Exchange Commission, or the SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents incorporated by reference herein before making your investment decision. You should rely only on the information provided in this prospectus and the documents incorporated by reference herein or any amendment thereto. You should not assume that the information contained in this prospectus or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference herein or therein is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus contains or incorporates by reference summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been or will be filed or have been or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectus under the heading " Where You Can Find More Information ." You should rely only on the information that we have included or incorporated by reference in this prospectus and any related free writing

Use of proceeds

Use of proceeds We will not receive any of the proceeds from the sale of shares of our common stock offered by Seven Knots. In addition, we will not receive any proceeds from the issuance or sale of the Note Shares. We may receive up to $35.0 million in aggregate gross proceeds from Seven Knots under the Purchase Agreement in connection with sales of our shares of our common stock to Seven Knots pursuant to the Purchase Agreement after the date of this prospectus. However, the actual proceeds may be less than this amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock are sold. We intend to use any net proceeds that we receive under the Purchase Agreement for working capital and other general corporate purposes. However, as of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. See " Use of Proceeds " on page 20 of this prospectus. Nasdaq Capital Market symbol Our shares of common stock are traded on The Nasdaq Capital Market under the symbol "WINT". Transfer Agent and Registrar Continental Stock Transfer and Trust Company The number of shares of our common stock to be outstanding after this offering is based on shares of common stock outstanding as of August 22, 2024, and excludes: 16,331,331 shares of common stock issuable upon conversion of our outstanding shares of Series C Convertible Preferred Stock, par value $0.001 per share; 11,336,775 shares of common stock issuable upon exercise of warrants issued pursuant to the Securities Purchase Agreement, dated July 18, 2024 and dated July 26, 2024, in each case by and among us and the investor party thereto; 258,130 shares of our common stock issuable upon the exercise of outstanding warrants as of June 30, 2024, with a weighted-average exercise price of $274.18 per share; 4 Table of Contents 15,361 shares of our

View Full Filing

View this S-1 filing on SEC EDGAR