Windtree Therapeutics Inc SEC Filings

Windtree Therapeutics filed a preliminary S-1 registering up to 751,872,888 shares of common stock for resale. The registration covers up to 722,242,771 ELOC Shares tied to a common stock purchase agreement with Seven Knots, LLC, including 555,555,556 Purchase Shares issuable at the company’s discretion and up to 166,687,215 Note Shares issuable upon conversion of a $10.0 million Commitment Note. It also covers up to 29,630,117 Subject Note Shares issuable upon conversion of senior convertible promissory notes due 2026.

The company states it will not receive proceeds from selling stockholders’ resales. Separately, it may receive up to $50 million from sales of Purchase Shares to Seven Knots under the ELOC pursuant to this prospectus. The ELOC includes a 4.99% beneficial ownership cap for Seven Knots; the Subject Notes include a 4.99% cap (holders may increase to 9.99% with notice). Shares outstanding were 33,634,220 as of October 17, 2025. The company’s common stock trades on the OTCID Basic Market under “WINT.”

Windtree Therapeutics entered a financing on October 9, 2025, issuing an aggregate principal amount of $1,600,000 in senior convertible promissory notes due October 9, 2026. The notes bear 10% annual interest (360-day basis), with interest payable monthly starting November 5, 2025.

The notes are junior to the Company’s June 2025 convertible promissory note. They are convertible at the Holders’ option at a price equal to 90% of the lowest sale price for the prior 20 trading days, include a 4.99% beneficial ownership cap (increasable to 9.99% with 61 days’ notice), and pay Holders $1,500 per conversion for related processing. An automatic adjustment can lower the conversion price to 80% of the lowest 20‑day price on specified calendar dates.

Mandatory prepayments include 25% of gross proceeds from the June 26, 2024 Common Stock Purchase Agreement with a 120% premium, and full repayment after a qualified equity financing of $1,000,000 or more, also tied to a 120% premium baseline. The Company must file a Form S‑1 within 20 calendar days following October 9, 2025 to register resales. Standard events of default trigger acceleration at 120% plus accrued interest. Anti‑dilution adjusts the conversion price to any lower future issue price, and Holders may roll into future financings at 80% of the new cash price.

Windtree Therapeutics, Inc. reported a settlement resolving a disputed purchase agreement for the Aubrey property in Houston. A wholly owned subsidiary, WINT LLC, had been assigned rights to a Purchase Agreement originally between Way Maker Growth Fund, LLC and TBB Crescent Park Drive LLC. After TBB provided a termination notice demanding the $3,000,000 earnest money, WINT LLC disputed TBB's entitlement. The parties executed a Settlement and Mutual Release Agreement on September 30, 2025 directing the escrow holder to release $750,000 to WINT and the remaining earnest money to TBB, confirming the Purchase Agreement is terminated and mutual releases of claims were exchanged.

Windtree Therapeutics, Inc. (WINT) was notified on August 19, 2025 that Nasdaq determined to delist its common stock for failure to meet Listing Rule 5550(a)(2). Nasdaq will suspend trading effective at the open on August 21, 2025, and the company expects its shares to begin trading on the over-the-counter market that same day under the existing symbol WINT, subject to approval for the OTCID tier. The company stated the OTC transition will not affect its operations and confirmed it will continue filing required SEC reports, which remain available on SEC.gov.

Windtree Therapeutics, Inc. (WINT) reported continued operating losses and material financing activity in the quarter. The company recorded net losses of $10.6 million and $14.7 million for the three and six months ended June 30, 2025, compared with net losses of $12.0 million and $1.8 million in the comparable 2024 periods. As of June 30, 2025, Windtree had an accumulated deficit of $861.3 million and expects to incur losses for the foreseeable future.

Management disclosed multiple financing transactions including an equity line of credit (ELOC) up to $35 million under which the company sold 0.7 million shares for net proceeds of $0.4 million during the quarter and subsequently sold 16.8 million shares for net proceeds of $10.1 million. The company raised proceeds from convertible note financings and warrants that produced a $7.3 million loss on debt issuance and a $0.8 million fair-value adjustment recorded in other income (expense). Management stated it does not have sufficient cash and cash equivalents at the report date to support operations for the next 12 months and that these conditions raise substantial doubt about the company’s ability to continue as a going concern.

Windtree Therapeutics (WINT) is asking shareholders to approve a package of financing and corporate actions at a virtual Special Meeting on August 28, 2025. The company proposes multiple issuances of common stock tied to conversions and warrant exercises, an equity line of credit (ELOC), an increase in authorized shares to 1,000,000,000, an increase to its equity incentive plan, and a board-authorized reverse stock split between 1-for-2 and 1-for-25.

Key financing terms disclosed include: Series D conversion price of $1.368 (would represent ~2,695,907 shares or 8.6% if fully converted); Promissory Notes conversion price of $0.587 (up to 9,708,860 shares or 25.3%); PIPE Warrants exercisable at $0.587 or $1.10 (up to 5,871,040 shares or 17.1%); Series E proposed initial conversion price of $0.30 (could result in ~219,500,000 shares or 88.5%, and up to ~731,666,667 shares or 96.2% if expanded); and an ELOC with Seven Knots allowing up to $500 million (potentially ~514,085,955 shares or 94.7% at $0.9726). The board unanimously recommends voting FOR all proposals.

Windtree Therapeutics has stopped the SEISMiC-C clinical study of istaroxime after 20 enrollments. The company said the decision reflects limited resources and a strategic choice to prioritize developing istaroxime for a broader acute heart failure population. The filing explicitly states the termination was not due to safety concerns, indicating the halt is a portfolio and resource decision rather than an adverse safety finding. This action will pause data collection from the terminated cohort and shift development focus toward larger acute heart failure opportunities.