Windtree Therapeutics Inc SEC Filings

Windtree Therapeutics issued an aggregate principal amount of $857,142.86 in senior convertible promissory notes due November 26, 2026 to an institutional investor. The company plans to advance $450,000 to CommLoan Inc. under a letter of intent to acquire all of CommLoan’s securities and to retain $150,000 for general corporate purposes.

The notes bear interest at 10% per annum, with interest payable monthly in arrears and all remaining amounts due at maturity. They are convertible at the holder’s option into common stock at 90% of the lowest sale price during the 20 consecutive trading days before conversion, subject to a 4.99% beneficial ownership cap that can be increased to 9.99% with notice.

Windtree must use 25% of gross proceeds from a prior common stock purchase agreement to prepay the notes with a 115% prepayment premium, and a qualified equity financing of at least $1 million before maturity requires full repayment at a similar premium. The company is also required to file a resale registration statement on Form S-1 for the related securities.

Windtree Therapeutics (WINT) reported a net loss of $28,085 for the quarter and $42,761 for the nine months ended September 30, 2025, driven largely by a $16,130 impairment of intangible assets. Operating expenses rose sharply to $19,882 in the quarter, reflecting that write-down, while research and development and general and administrative spending remained significant.

Cash and cash equivalents were $204 at quarter end against total liabilities of $27,584 and negative stockholders’ equity of $(11,610), underscoring heavy leverage and dependence on external financing, including convertible notes and an ELOC commitment note.

The company adopted a new strategy to generate revenue via acquisitions of small companies with FDA-approved products and entered manufacturing arrangements, while continuing its cardiovascular pipeline with partner Lee’s. It terminated the SEISMiC C cardiogenic shock trial and, after being delisted from Nasdaq in August 2025, now trades on the OTC market.

Windtree Therapeutics (WINT) filed a Form 12b-25 to notify a late filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, citing the need for additional time to finalize financial statements and disclosures. The company expects to file within five calendar days of the prescribed due date.

Windtree estimates a net loss of $28.1 million for the quarter, compared to $2.7 million in the prior-year period. The estimated loss reflects a $16.1 million impairment on intangible assets and a $15.0 million loss on debt issuance related to a $10.0 million commitment note recorded at its fair value of $15.0 million, partially offset by a $3.2 million deferred tax benefit tied to the impairment. These results are preliminary and subject to change upon completion of the reporting process.

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.