[Form 4] Lionsgate Studios Corp. Insider Trading Activity

Rhea-AI Filing Summary

Windtree Therapeutics, Inc. (Nasdaq: WINT) has filed Amendment No. 1 to its Form S-1 to register up to 42,168,035 shares of common stock for resale by existing investors. The shares correspond to 300 % of the common stock that could be issued upon conversion of 3,688 outstanding Series D convertible preferred shares (including 10 % stock dividends through October 29 2026) that were sold in an April 29 2025 private placement for approximately $2.5 million in gross proceeds. Each preferred share is initially convertible at $1.368 and may adjust down to a floor of $0.274. Prior to shareholder approval, conversions are capped at 19.99 % of pre-transaction shares outstanding.

Key elements of the filing include:

• Capital structure: 9.25 million common shares outstanding as of July 2 2025; up to 51.4 million if all Series D preferred, options, warrants and other dilutive securities are exercised or converted.
• Reverse splits: A 1-for-50 reverse split became effective on Feb 20 2025 (the fourth split since 2020) to maintain Nasdaq listing compliance.
• Use of proceeds: Windtree will not receive any proceeds from the resale; selling stockholders bear selling costs.
• Financial position: Cash and equivalents were $1.8 million at Dec 31 2024 and $1.2 million at Mar 31 2025 versus current liabilities of $5.7 million and $6.5 million, respectively. Accumulated deficit totals $846.6 million. Auditors cite substantial doubt about going-concern ability beyond July 2025 without new financing.
• Business overview: Pipeline led by istaroxime (Phase 2 cardiogenic shock/acute heart failure, Fast Track status); additional SERCA2a activators, rostafuroxin for genetically defined hypertension, and a newly acquired aPKCi oncology platform. In January 2025 Windtree adopted a strategy to acquire small, revenue-generating companies with FDA-approved assets.
• Recent financings: Multiple convertible notes and warrants issued to Seven Knots and Keystone Capital in June–July 2025 (14 % coupon, $0.587 conversion price, five-year warrants).
• Risk highlights: potential heavy dilution, limited liquidity, dependence on external capital, restrictive covenants, and market overhang from 42 million registered shares.

The amendment contains customary sections (Risk Factors, Plan of Distribution, Description of Securities) but does not alter the economic terms of the April 2025 financing or include new financial statements.

Positive

• Fast Track designation for istaroxime may shorten regulatory timelines and enhance partnering potential.
• Registration statement fulfils contractual obligations under the April 2025 Registration Rights Agreement, reducing default risk.
• Management articulates a diversification strategy to acquire cash-flow-generating assets, which could eventually mitigate reliance on dilutive financings.

Negative

• Going-concern warning with cash runway only through July 2025 and accumulated deficit of $846.6 million.
• Resale of 42.2 million shares dwarfs current float, posing severe dilution and market overhang.
• Multiple 14 % convertible notes and floor-priced preferred stock indicate expensive capital and potential downward pressure on share price.
• Four reverse stock splits since 2020 highlight chronic listing-compliance issues and eroded shareholder value.

Insights

Equity Capital Markets Analyst

TL;DR – Highly dilutive resale registration with minimal cash extends overhang; credit positive only if liquidity window is secured.

The filing enables early investors to liquidate up to 4.5× Windtree’s current float, creating material supply-side pressure once the SEC declares the registration effective. Although no new shares are issued today, conversion of Series D preferred at—or near—the $0.274 floor would expand share count by >440 %. Combined with 6 million outstanding warrants, true fully-diluted equity could exceed 60 million shares.

Windtree’s $1.2 million quarter-end cash covers weeks of burn, necessitating additional deals. Management’s plan to acquire FDA-approved assets using equity will likely demand further dilution. Until strategic funding or non-dilutive partnerships materialise, the amendment is negative for existing common shareholders but moderately positive for preferred holders who gain liquidity.

Biotechnology Sector Specialist

TL;DR – Pipeline has promise, but funding gap and repeated reverse splits undermine near-term value.

Istaroxime’s Phase 2 data show improved systolic blood pressure without tachyarrhythmia, meeting a key unmet need in early cardiogenic shock. Fast Track status offers expedited FDA engagement. However, advancing the SEISMiC-C study to 100 patients will cost an estimated $15-20 million—unfunded at present. The company’s shift toward acquiring commercial products could diversify cash flow yet distract from core R&D.

Overall impact is neutral-to-negative; clinical prospects remain intact, but capital constraints and dilution risk dominate the investment thesis.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FELTHEIMER JON

(Last) (First) (Middle)

LIONSGATE STUDIOS CORP.

2700 COLORADO AVENUE

(Street)

SANTA MONICA CA 90404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lionsgate Studios Corp. [ LION ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/03/2025		F		103,315(1)	D	$5.8	3,611,868(2)	D
Common Shares	07/03/2025		A		147,677(3)	A	$0	3,759,545(2)	D
Common Shares	07/03/2025		F		77,486(4)	D	$5.85	3,682,059(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 196,903 restricted share units ("RSUs"). The grant of the units was previously reported and, pursuant to the Lionsgate Studios Corp. 2025 Performance Incentive Plan and the Issuer's policies, 103,315 common shares were automatically canceled to cover certain of the reporting person's tax obligations.

2. Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of common shares of the Issuer: (i) 95,388 RSUs scheduled to vest on July 27, 2025; (ii) 196,903 RSUs scheduled to vest on July 3, 2026; (iii) 351,597 RSUs scheduled to vest in two equal annual installments on July 1, 2026 and 2027; and (iv) 731,497 RSUs scheduled to vest in three equal annual installments on July 1, 2026, 2027 and 2028.

3. Represents common shares issued upon the vesting of 75% of performance RSUs granted pursuant to the terms of an employment agreement.

4. Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 147,677 performance RSUs (75% of units that were eligible to vest). The grant of the units is reported herein and, pursuant to the Lionsgate Studios Corp. 2025 Performance Incentive Plan and the Issuer's policies, 77,486 common shares were automatically canceled to cover certain of the reporting person's tax obligations.

Remarks:

	Jon Feltheimer (By Adrian Kuzycz by Power of Attorney)	07/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why is Windtree (WINT) filing this S-1/A amendment?

The amendment registers up to 42,168,035 common shares for resale by holders of Series D preferred stock issued in April 2025.

Does Windtree receive any proceeds from the registered share sales?

No. All proceeds go to the selling stockholders; Windtree only covers registration expenses.

How much cash does Windtree have and how long will it last?

Cash was $1.2 million at March 31 2025, enough to operate only through approximately July 2025 without new financing.

What is the potential dilution from the Series D Preferred Stock?

If fully converted at the $0.274 floor plus stock dividends, common shares outstanding could rise from 9.25 million to roughly 51.4 million.

What is Windtree’s lead drug candidate and current development stage?

Istaroxime is in Phase 2 trials for early cardiogenic shock; enrollment for a larger Stage C study is underway with completion targeted for Q1 2026.

Has Windtree completed any recent reverse stock splits?

Yes. The most recent 1-for-50 split became effective on Feb 20 2025, following splits in 2024, 2023 and 2020.