Windtree Therapeutics Announces the Sale of its Cardiovascular Biotech Pipeline Drug Candidates

Rhea-AI Summary

Windtree Therapeutics (OTCID: WINT) announced the sale of its cardiovascular drug candidates to Seismic Pharmaceutical Holdings, LLC (SPH) on Dec. 23, 2025. Under the agreement Windtree retains a 20% economic interest in any future milestone, royalty or commercial net revenue SPH receives, including potential global AHF (acute heart failure) commercial revenue if approved.

Windtree will receive a $700,000 cash payment if SPH completes a financing that raises at least $10,000,000. Windtree also transfers certain cardiovascular development payables to SPH, removing those funding obligations from Windtree.

Positive

• 20% share of future milestone, royalty, or commercial proceeds
• $700,000 contingent cash payment if buyer raises ≥$10,000,000
• Transfer of cardiovascular development payables off Windtree balance sheet

Negative

• Primary cash receipt is contingent on SPH securing ≥$10,000,000 financing
• Future proceeds depend on SPH commercialization and regulatory approval

Key Figures

Future proceeds share 20% Share of milestone, royalty and similar economic interests from cardiovascular assets

Contingent payment $700,000 Payable to Windtree if buyer completes qualifying financing

Financing threshold $10,000,000 Minimum gross cash proceeds for buyer financing that triggers $700,000 payment

AHF admissions US 2.1 million Acute heart failure hospital admissions in 2022 in the US

AHF admissions EU 2.7 million Acute heart failure hospital admissions in 2022 in the EU

Market Reality Check

$0.0305 Last Close

Volume Volume 96,733 is light, at about 0.34x the 20-day average of 280,817. low

Technical Shares at 0.0377 are trading below the 200-day MA of 0.58 and near the 52-week low of 0.037.

Peers on Argus 1 Down

Peers show mixed moves: PPBT up 1.77%, while PBM, LIPO and SCNI are down between about 4–9%. Only PBM appears in the momentum list, moving down; no broad, same-direction sector pattern is indicated.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 03	Fintech acquisition LOI	Positive	+12.2%	LOI to acquire CommLoan, a revenue-generating fintech with proprietary platform.
Nov 17	License payment potential	Positive	-7.7%	May receive up to $78.9M in milestones and royalties from licensee.
Nov 14	Patent estate expansion	Positive	+4.8%	New patents for istaroxime and SERCA2a activators in multiple countries.
Nov 13	Termination cash receipt	Positive	-9.4%	Company to receive $7.5M in cash and securities from a terminated deal.
Sep 02	Strategic pivot vote	Negative	-33.1%	Shareholders approve major share increase and shift toward environmental services.

Pattern Detected

Recent news has often been strategic or non-dilutive in nature, but price reactions have been mixed, with both gains and notable selloffs following ostensibly positive announcements.

Recent Company History

Over the past few months, Windtree has pivoted away from pure biotech toward revenue-generating businesses and partnerships. On Aug 28, 2025, stockholders approved large share-authority increases and a shift toward environmental services. Subsequent news included a $7.5M cash/securities receipt, cardiovascular patent strengthening, potential license payments up to $78.9M, and a fintech acquisition LOI. Today’s cardiovascular asset sale and contingent economics fit the pattern of monetizing legacy biotech assets to reduce obligations and seek non‑dilutive upside.

Market Pulse Summary

This announcement detailed Windtree’s sale of its cardiovascular drug candidates while retaining 20% of future proceeds and a contingent $700,000 payment if the buyer completes a $10,000,000 financing. The structure shifts development costs and certain payables to the buyer yet preserves potential upside from an acute heart failure market with millions of annual admissions. In context of prior licensing and divestiture steps, investors may watch how these non‑dilutive agreements translate into actual cash inflows over time.

Key Terms

milestone payments financial

"will pay Windtree 20% of any milestone payments, royalty payments or similar"

Milestone payments are predetermined sums a company agrees to pay or receive when specific development, regulatory, or commercial goals are reached in a partnership or license deal. Think of them like progress bonuses: they turn uncertain future outcomes into conditional cash events, so investors track them as potential sources of revenue, value inflection points, and risk—payments only arrive if the agreed milestones are actually achieved.

royalty payments financial

"20% of any milestone payments, royalty payments or similar economic interests"

Payments made to the owner of an asset, patent, trademark, mineral right, or creative work in exchange for permission to use it; they are typically a percentage of sales or a fixed fee per unit sold. For investors, royalty payments represent a steady income stream tied to the underlying product’s sales performance, similar to collecting rent from tenants — predictable cash flow that can reduce risk or add value when evaluating a company’s revenue sources.

gross cash proceeds financial

"contingent on a financing round resulting in gross cash proceeds of at least"

The total amount of cash a company receives from a financing event or asset sale before any fees, expenses, taxes or other deductions are taken out. Think of it as the headline amount on a paycheck before payroll taxes and benefits are removed; it shows the raw inflow but not what the company actually keeps. Investors care because gross cash proceeds indicate the scale of new funding or liquidity available, but must be compared with net proceeds to understand the true financial impact.

acute heart failure medical

"global commercial net revenue in acute heart failure (AHF) if approved"

Acute heart failure is a sudden worsening of the heart’s ability to pump blood, often causing rapid breathlessness, fatigue, fluid buildup and sometimes life‑threatening low blood pressure; think of the heart briefly losing power like a pump that can’t keep up with demand. It matters to investors because episodes drive urgent hospital care, high treatment costs and demand for therapies, devices and drugs, so changes in incidence, approvals or reimbursement can quickly affect healthcare company revenues and margins.

regulatory authorities regulatory

"if approved by regulatory authorities."

Government or independent agencies that set, enforce and oversee rules companies must follow in areas like safety, finance and market conduct; they act like referees who check that businesses play by the law. Their decisions—approvals, inspections, fines or rule changes—can change a company’s costs, product timelines and legal risk, so investors watch them closely because those outcomes can directly affect revenue, valuation and share price.

non-dilutive cash financial

"20% of future proceeds for the cardiovascular drug candidates, non-dilutive cash"

Non-dilutive cash is funding a company receives without issuing new shares or giving up ownership — examples include government grants, licensing revenue, non-convertible loans, or proceeds from asset sales that don’t convert into equity. It matters to investors because it preserves existing shareholders’ percentage ownership and per-share earnings, avoiding the “more slices of the same pie” effect that comes when a company issues additional stock, while still providing money to run or grow the business.

AI-generated analysis. Not financial advice.

Seismic Pharmaceutical Holdings, LLC acquires the cardiovascular assets and will pay Windtree 20% of any milestone payments, royalty payments or similar economic interests (including all global commercial net revenues)

Windtree would receive a payment of $700,000 from Seismic Pharmaceutical Holdings contingent on a financing round resulting in gross cash proceeds of at least $10,000,000

Additionally, Windtree transfers certain cardiovascular development payables to Seismic Pharmaceutical Holdings

WARRINGTON, Pa., Dec. 23, 2025 (GLOBE NEWSWIRE) -- Windtree Therapeutics, Inc. (“Windtree” or “the Company”) (OTCID: WINT), a diversified company with several divisions and focused on becoming a revenue generating company, announced that it has signed an agreement for the sale of its cardiovascular drug candidates to Seismic Pharmaceutical Holdings, LLC. (“SPH”), a private investment group based in North Carolina, USA.

Windtree is entitled to 20% of any future proceeds received by SPH. This would include global commercial net revenue in acute heart failure (AHF) if approved by regulatory authorities. There were 2.1 and 2.7 million AHF hospital admissions in 2022 in the US and EU respectively. Windtree believes that the AHF global drug market value is in the billions of dollars. If the buyer conducts a financing of at least $10MM to fund development of the assets, Windtree would receive a payment of $700k from the proceeds. Additionally, as part of the agreement, Windtree will transfer certain cardiovascular drug candidate development payables to SPH.

“We are pleased to have the rights for 20% of future proceeds for the cardiovascular drug candidates, non-dilutive cash contingent on a future financing of at least $10MM and the transfer of substantial development payables to the buyer,” said Jed Latkin, Chief Executive Officer of Windtree. “We are proud of the work Windtree has done to develop the drug candidates and to enter into an agreement where there is no more obligation for our Company to fund development while receiving rights to potentially significant future payments from proceeds. Additionally, Patients and providers need AHF drug innovation and we believe these drug candidates represent innovation.”

For more information, see our public filings at www.windtreetx.com.

About Windtree Therapeutics, Inc.
Windtree Therapeutics, Inc. is a diversified company with several divisions and focused on becoming a revenue generating company with future profitability.

About Seismic Pharmaceutical Holdings, LLC
Seismic Pharmaceutical Holdings, LLC, is a private investment group based in North Carolina, USA.

Forward Looking Statements
The Company may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements are based on information available to the Company as of the date of this press release and are subject to numerous important factors, risks, and uncertainties that may cause actual events or results to differ materially from the Company’s current expectations. Examples of such risks and uncertainties include, among other things: risks related to the Company’s ability to begin its environmental services business and manage costs and execute on its operational and budget plans. These and other risks are described in the Company’s periodic reports, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission and available at www.sec.gov. Any forward-looking statements that the Company makes in this press release speak only as of the date of this press release. The Company assumes no obligation to update forward-looking statements whether as a result of new information, future events, or otherwise, after the date of this press release.

Contact Information:
Eric Curtis
ecurtis@windtreetx.com

FAQ

What did Windtree (WINT) sell to Seismic Pharmaceutical Holdings on Dec 23, 2025?

Windtree sold its cardiovascular drug candidates to Seismic Pharmaceutical Holdings and retained a 20% economic interest in future proceeds.

How much cash will Windtree (WINT) receive if SPH raises at least $10,000,000?

Windtree will receive a one-time $700,000 payment contingent on SPH completing a financing of at least $10,000,000.

What revenue rights does Windtree (WINT) keep from the sale?

Windtree is entitled to 20% of any milestone payments, royalty payments, or similar economic interests including global commercial net revenues.

Does Windtree (WINT) still have development obligations for the cardiovascular candidates?

No; Windtree transfers certain cardiovascular development payables to SPH, removing those funding obligations from Windtree.

Are Windtree's (WINT) future payments guaranteed by the sale?

No; future payments to Windtree are contingent on SPH receiving proceeds, achieving commercialization, and any required regulatory approvals.